1.1

In addition to terms defined elsewhere in the Agreement, the following definitions apply throughout the Agreement unless the contrary intention appears:

"Property"

means the legal accommodation where guests can book their lodging through Avenaa and other platforms, stay, including hotels, apartments, and other types of lodging, and, the Patron that is a signatory to the Agreement in relation to which these Terms are applicable.

"Patron"

means the company, individual owner, joint owner, partnership firm, or a limited liability partnership entering into this Agreement and such Patron may be the Property Owner, lessor, or Operator of the Property assigned by the Property Owner.

"Property Information"

means information provided by and relating to the Property for inclusion on the Platform, including pictures, photos, and descriptions; its amenities and services; the rooms available for reservation; details of the rates (including all applicable Taxes, unless applicable mandatory law provides otherwise, and surcharges); availability, cancellation, and no-show policies; other policies and restrictions; and any (further) information that Avenaa is required to display on the Platform under applicable law.

"Minimum Rent"

means the monthly minimum rent approved and confirmed by both the parties on the avenaa.co.in dashboard for the said Property.

"Sales Target"

means the monthly sales target decided by Avenaa and further it is approved and confirmed by patron on the avenaa.co.in dashboard for the said Property.

"Patron Share"

means the monthly share received by the patron on and above the minimum rent if the monthly sales target set for the property is achieved in any month. If the monthly sales target is achieved in any month, patron share for particular month is 60% of total revenue generated from the said property which includes minimum rent. If the monthly sales target is not achieved, patron will get fixed minimum rent for the said month.

"Sales Target Assurance"

means Avenaa assures patron to increase minimum rent by 5% in every 6 months, if sales target set for the said property is not achieved in any of the month.

"Associated Company"

means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party at any time during the term of the Agreement, including its directors, officers, and employees.

"Connectivity Partner"

means a professional software and service provider who offers Connectivity Services to Properties, and who has concluded a valid and continuing connectivity partnership agreement with Avenaa.

"Connectivity Services"

means the services provided to the Property by a Connectivity Partner allowing for the communication of Property Information and Customer Data between the Property's computer systems and the Avenaa Platform, via the systems of the Connectivity Partner.

"Customer Data"

means the dates of arrival and departure, number of nights booked, room type (including smoking preference if available), guest personal documents for verification, room price, guest name, address and, if applicable, credit card details and any other specific request made by the guest.

"Data Controller"

means the natural or legal person who, whether alone or jointly with others, determines the purposes and means of the processing of Personal Data, or any similar concept (e.g., "business"), under Technology and Data Laws.

"Extranet"

means the online systems of Avenaa that can be accessed by the property (after inputting its username and password) for, among other things, uploading, changing, verifying, updating, and/or amending the property Information and reservations.

"Facilitated Payment"

means the payment methods that Avenaa may from time to time and in certain jurisdictions make available on the Avenaa Platform for, among other things, (pre-/down-) payment of the Room Price by a Guest to the Property and for settlement of the Commission by the Property to Avenaa (as applicable) pursuant to which bank transfer, credit card payments, or other forms of online payments (as available) can be made and processed for and on behalf of the Property.

"Financial Crime Requirements"

means the applicable laws, statutes, regulations, treaties, or codes relating to anti-bribery, anti-corruption, anti-money laundering, anti-tax evasion/facilitation of tax evasion, anti-terrorism financing, economic and trade sanctions, and anti-financial crimes applying in the countries in which either of the Parties operates or has a place of business.

"Force Majeure Event"

means any of the following events affecting multiple Guests and multiple Property's: acts of God; volcanic eruption; (natural) disaster; fire; (acts of) war; hostilities or any local or national emergency; invasion; compliance with any order or request of any national, provincial, port, or other public authority, government regulation, or intervention; military action, civil war, or terrorism; (biological, chemical, or nuclear) explosion; rebellion; riots; insurrection; strikes; civil disorder (or the material or substantial threat or justified apprehension of any such events); curtailment of transportation facilities; close-down of airports; or any other exceptional and catastrophic event, circumstance, or emergency, preventing or making it impossible or illegal or highly unsafe for Guests to travel to or stay at the Property.

"Guest"

means a visitor to the Platform or a customer or guest of the Property who made their reservation via the Platform.

"Intellectual Property"

means any (or, where relevant, any application for any) patent, copyright, invention, database right, design right, registered design, trademark, trade or business name, brand, logo, service mark, know-how, utility model, unregistered design, or domain name (under any extension, e.g., .com, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

"Marketed Online"

means marketed to the general public online by any means, including on mobile applications. This definition excludes email, SMS, and instant messaging communications that are not aimed at the general public.

"Messaging Service"

means the service that Avenaa may from time to time provide as part of its service to the Guest and to the Property to facilitate communication between the Guest, the Property, and Avenaa.

"Personal Data"

means any information relating to an identified or identifiable natural person (meaning someone who can be identified, directly or indirectly, by reference to an identifier such as a name, credit card details, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person).

"Platform"

means the website, app, tools, and/or platform of Avenaa and/or its Affiliated Companies and business partners on or through which the Service is made available.

"Published Online"

means made available to the general public online by any means, including on mobile applications, or any other websites. In the case of rates, publication includes the display of the rates or sufficient detail for the consumer to calculate rates (e.g., xx% off).

"Room Price"

means the total price of the reservation including all applicable Taxes (unless applicable mandatory law provides otherwise), extras, and add-ons made or included prior to check-in (e.g. breakfast) as set for Property by Avenaa through the Extranet, through a Connectivity Provider (as applicable and available), or in such other way as Avenaa may indicate from time to time.

"Service"

means the online Property reservation system of Avenaa through which patron can make their rooms available for reservation and through which Guests can make reservations at the Property's; the promotion of the Property; the Facilitated Payment; and the Messaging Service.

"Taxes"

means applicable national, governmental, provincial, state, municipal, or local taxes, fees, (sur)charges, and/or levies.

"Technology and Data Laws"

means any applicable law relating to the provision of digital services and the protection and use of information and data (including but not limited to rules regarding information security, the processing of Personal Data, the protection of privacy, the use of device-related information, the operation of digital marketplaces and platforms, and the use of information for marketing purposes), applicable to one or both of the Parties, and any laws or regulations ratifying, implementing, adopting, supplementing, amending, or replacing such laws or regulations.

1.1 Property Information

1.2 Parity

1.3 Minimum Rent

1.3.1 For each month, Avenaa shall pay patron a minimum rent as approved and confirmed by both the parties on the avenaa.co.in dashboard for the said Property.

1.4 Reporting and Payments to Patron

1.5 Reservation, Guest Reservation, & Complaints

1.6 Damages & Safety

2.1.1

The Patron grants Avenaa a non-exclusive, royalty-free, and worldwide right and license (or sublicense as applicable):

• to use, reproduce, have reproduced, distribute, sublicense, communicate, make available in any method, and display the Property's Intellectual Property as provided to Avenaa pursuant to the Agreement, and which is necessary for Avenaa to exercise its rights and perform its obligations under the Agreement; and
• to use, reproduce, have reproduced, process, distribute, sublicense, display, and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, and make available to the public in any manner whatsoever) the Property Information.

2.1.2

Avenaa may sublicense, make available, do Marketing and advertising of the property to attract guests disclose, and offer via or in collaboration with an Affiliated Company and/or third-party Platform:

• the Property Information;
• the relevant Intellectual Property of the Property;
• the primary point-of-contact details of the Property;
• special offers made available by the Property on the Platform; and
• all such further rights and licenses set out in the Agreement.

2.1.3

The data Avenaa collects in relation to Guests depends on the context of the Guest's interaction with Avenaa, the choices the Guest makes, and the products, services, and features they use. The data may include reservation details, payment data, account data, customer service data, reviews, guest marketing, and product usage data and analytics. The Patron may have a look on this data (where necessary and in the case of the usage data and analytics in aggregated form) through the Extranet.

2.2

Avenaa has access to the data, but not limited to:

• providing services (including making, administering, and managing reservations or handling payments);
• providing customer service;
• detecting, preventing, and investigating fraudulent and other illegal activities and data breaches;
• analytical and product improvement purposes;
• marketing and service updates;
• hosting, technical support, overall maintenance, and maintaining security of such shared data; and
• ensuring compliance with applicable laws.

2.3

Information on how Avenaa collects, uses, shares, or otherwise processes Personal Data is in the privacy statement(s) on the Platform, as updated from time to time.

3.1

The Patron represents and warrants to Avenaa that for the term of the Agreement:

• the Avenaa has all necessary rights, power, and authority to use, operate, own (as applicable), (sub)license, and permit to make available on the Platform the Property and all Intellectual Property in respect of the Property as set out or referred to in the Property Information;
• the Property holds and complies with all permits, licenses, and other governmental authorizations, registrations, and requirements (including mandatory information sharing with authorities) necessary for conducting its business and making the Property available on the Platform for reservation;
• the Property is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other Property provider;
• the Property (which includes, for the purpose of this warranty, both the operator and the owner of the property) and its directors and direct, indirect, and ultimate beneficial owners and their directors, and third parties working for, or on behalf of, the Property, are not:
  • in any way connected to terrorists or terrorist organization(s);
  • listed on any applicable list of sanctioned or restricted parties/persons, or;
  • ordinarily resident in or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions, with which dealings are prohibited under applicable law.

3.2

Each Party represents and warrants to the other Party that for the term of the Agreement:

• it has the full power and authority to enter into and perform its obligations under the Agreement;
• it has taken all action required by it to authorize the execution and performance of the Agreement;
• the Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms; and
• it complies in all material respects with all applicable governmental laws, codes, regulations, ordinances, and rules of the country, state, or municipality under which law the relevant Party is incorporated (and in respect of the Property, also the jurisdiction where the property is located) with respect to the products offered and/or services rendered by such Party.

3.3

Except as otherwise expressly provided in the Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of the Agreement and disclaims all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

4.1 Mutual Indemnities

5.1

Unless otherwise agreed, the Agreement shall commence on the date of acceptance by the Patron and shall continue for an indefinite period of time. Each Party may terminate the Agreement at any time and for any reason by written notice to the other Party with a notice period of minimum one month.

5.1.1

Each Party may terminate the Agreement (and close the Property on the Platform) or restrict or suspend (all or part of its obligations, covenants, and undertakings under) this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:

• a legal or regulatory obligation;
• an imperative reason under applicable law;
• a repeated infringement of the Agreement by the other Party; or
• a (reasonably anticipated or suspected) material breach by the other Party of any term of this Agreement (including but not limited to delay of payment, insolvency, breach of Rates and Conditions, instances of illicit or inappropriate content, or
• (a filing or submission of a request for) bankruptcy, insolvency, or suspension of payment or a similar action or event in respect of the other Party.

5.1.2

Any notice or communication by Avenaa of "closure" (or similar wording) of the Property on the website shall mean termination of the Agreement. Upon termination or suspension of the Agreement and notwithstanding Avenaa's right to (permanently) remove the Property from the Platform.

5.1.3

The following events shall in any event be regarded as a material breach and/or shall entitle Avenaa to immediately terminate (close), restrict or suspend (all or part of its obligations, covenants, and undertakings under) the Agreement (without a notice of default):

• Any act or omission or misbehave of the patron and/or its representatives results in financial loss and/or reputational harm to Avenaa;
• The patron and/or its representatives engage in unlawful acts or acts that disparage Avenaa in a private/ public set up, on social media/print media;
• There is a dispute or threat of a dispute concerning title of the Property;
• Any information provided by the AVENAA Patron is found to be false, misleading or inaccurate.
• a serious complaint from one or more Guests or a third party;
• repeated poor ratings or reviews;
• patron directly or indirectly manipulating or attempting to manipulate a guest or any of the Avenaa staff for patron's personal benefits;
• any safety, security, privacy, or health issues or problems relating to the Property or its facilities;
• breach, including any act or event of default or failure to perform any obligation, of any other agreement between the Property and Avenaa;
• Conduct by the Property which is not compatible with Avenaa's global business model, technology, or the Policies;
• Avenaa reasonably believes that action is necessary to protect the personal safety or property of Avenaa, Guests, or third parties and to prevent inappropriate, unlawful, or unprofessional physical and/or non-physical behavior and/or acting in bad faith, fraud, or any other unacceptable activity;
• Avenaa reasonably believes that the Property is in breach of any of its; or
• failure by the Property to (timely) provide Avenaa with accurate, complete, and up-to-date information, documents, or other evidence that Avenaa reasonably requests from time to time in connection with its due diligence processes, or to ensure patron's compliance with applicable law, or otherwise.

5.2

When the Agreement is terminated, each Party's rights and remedies in respect of an indemnification or a breach by the other Party will survive.

• Avenaa and patron shall undertake an account reconciliation, and subsequently a full and final settlement with respect to the Property including all expenses and advances within a period of one month from the date of termination.
• The Patron shall honor all bookings made at the Property up until the date of termination and continue to discharge all its obligations under this Agreement;
• Avenaa shall delist the property from AVENAA Platform;
• Avenaa shall initiate action for delisting the Property from all platforms upon full and final settlement with the patron;
• In case of completion of tenure, Avenaa shall handover the possession of property to Avenaa Patron within 5 working days from the termination of this Agreement;
• The patron shall not be entitled to enter into any new agreement with Avenaa or any of the entities within the Avenaa group whether directly or indirectly for such period as Avenaa may determine.

The systems, and records of Avenaa (including its financial systems, the Extranet, the Online Reservation Statement, faxes, and/or emails) shall be considered conclusive evidence of the existence.

1. The patron shall fully cooperate and provide Avenaa with all reasonably requested information in respect of the identification of the (ultimate beneficial) owner, manager, and/or controller of the Property.
2. Avenaa may conduct and/or instruct a third party to conduct an inspection or audit of the Property's records (including information relating to data processing or security information) to the extent reasonably necessary to fulfill any legal or reporting obligations of Avenaa, and where Avenaa reasonably suspects non-compliance with the Agreement by the Property. The Patron and representatives shall cooperate fully with Avenaa and such third party, providing access to all relevant records, premises, personnel, and other information and making copies available as required.
3. Avenaa shall bear the costs of any inspection or audit unless it reveals a breach by the Patron of any provision of the Agreement, in which case the costs will be met by the Patron without prejudice to Avenaa's further rights and remedies in respect of the breach.

a) The Parties understand and agree that in the performance of the Agreement, each Party may directly or indirectly have access to or be exposed to confidential information of the other Party (the "Confidential Information"). Confidential Information includes Customer Data, Personal Data, transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information that either the disclosing Party designates as being private or confidential or which the receiving Party should reasonably know should be treated as private and confidential.

b) Each Party agrees that,

• all Confidential Information shall remain the exclusive property of the disclosing Party. The receiving Party shall not use any Confidential Information for any purpose except in order to meet its obligations under the Agreement;
• it shall disclose Confidential Information to Permitted Persons only insofar as it is necessary to meet its obligations under the Agreement;
• it shall not, and shall use prudent methods to ensure that the Permitted Persons do not copy, publish, disclose to others, or use (other than as permitted under the Agreement) the Confidential Information; and
• it shall return or destroy all hard and soft copies of the Confidential Information when requested to do so by the other Party.

c) Avenaa may disclose any information regarding the Property and/or the Agreement with Avenaa Affiliated Companies. This shall include, but not be limited to, the Confidential Information and information about the Property's performance under the Agreement and its compliance with the Policies. Avenaa will ensure that any Avenaa Affiliated Companies that receive the Confidential Information will be bound by the same obligation of confidentiality by which it is bound.

a) The Property shall comply with the standards and principles set out in this Agreement and in the Policies, and will participate in relevant meetings at Avenaa's reasonable request.

b) Avenaa cannot declare Avenaa Patron's Property as Avenaa's place of business for GST registration purpose.

c) Avenaa shall deposit the taxes (Tds) separately linked to the PAN of the Patron on the monthly rental fees as are applicable from time to time and submit the receipts to the atron as per the applicable laws and provisions.

d) Avenaa is not engaged in any Illegal Activities and it ensures that each entry/ exit of the guest in the property is documented and authorized. However, if any Illegal Activities is carried out without the knowledge of Patron, then Avenaa will be solely liable to pay for the legal actions and its compensation. Further Patron cannot misuse this statement for the benefit of his own.

e) In relation to these Terms and/or the Agreement neither Party (including their employees, directors, officers, agents, and any other representatives) will, directly or indirectly:

• offer, promise, or give to any third party (including any government official or political party's official, representative, or candidate), seek or accept for itself or for another party, any gift, payment, reward, consideration, or benefit of any kind which could be construed as bribery or an illegal or corrupt practice;
• commit an offense (or facilitate, aid, abet, counsel, or procure the commission of an offense) of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax;
• engage in any activity which may constitute an offense under applicable laws prohibiting dealings with the proceeds of crime and/or the financing of terrorism; or

f) Each Party (including their employees, directors, officers, agents, and any other representatives) will:

• comply with Financial Crime Requirements;
• put in place and maintain its own policies and procedures to ensure compliance with the Financial Crime Requirements and will enforce them where appropriate; and
• provide appropriate training to its personnel on compliance with Financial Crime Requirements, policies, and procedures.

g) The Patron shall immediately notify Avenaa if there is an actual or suspected breach, whether by the Patron or by any of its employees, directors, officers, agents, or other representatives.

h) The Patron represents and warrants that:

• it holds and complies with all permits, licenses and other governmental licenses, permits, and authorizations necessary for conducting, carrying out, and continuing its operations;
• it is the holder of the Bank Account of which details are filled in the dashboard of Avenaa platform;
• the Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion (or the facilitation thereof), tax avoidance, breaches of financial sanctions, financial crime, or other illegal activities.

a) Neither Party may assign, transfer, and/or encumber any of its rights and/or obligations under the Agreement (other than to a Avenaa Affiliated Company) without the prior written consent of the other Party. No assignment, novation, or transfer by the Property shall relieve it of its obligations under the Agreement.

b) All notices and communications must be in English. They must be in writing and sent through the Extranet inbox facility, or by fax, email, or nationally recognized overnight air courier using the contact details as communicated by each Party from time to time.

c) This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, binding, and non-binding offers, undertakings, or statements regarding such subject matter and the Property.

d) If there is a conflict between these terms and another policy published on avenaa, those policies shall prevail. If any provision of the Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions, and shall replace the (element of the) invalid or non-binding provision with provisions that are valid and binding and that have as similar an effect as the invalid or non-binding provision as possible.

e) Nothing in the Agreement shall prevent or limit Avenaa in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts and under the laws of the jurisdiction where the Property is established or registered. The Property waives its right to claim any other jurisdiction or applicable law to which it might have a right.

f) The Agreement may be entered into online or by executing a separate counterpart in hardcopy or by PDF, each of which shall be deemed an original and will be valid and binding. By registering and signing up for the Avenaa as a Patron, the Patron agrees, acknowledges, and accepts the terms and conditions of the Agreement. The Agreement does not need any chop or seal to make it valid, binding, and enforceable.

g) The Patron agrees to fully compensate and indemnify Avenaa B.V. for all damages, losses, claims, penalties, fines, costs, and expenses suffered, paid, or incurred by Avenaa B.V (or any of its Affiliated Companies, directors, officers, employees, agents, representatives, and subcontractors) for any (threatened or alleged) claim or penalty from any government, authority, organization, company, party, or person that the payment to, through, or from the Bank Account is illegal or a violation of any applicable Financial Crime Requirements.

h) Avenaa may from time to time update and amend the Terms, subject to prior communication to the Patron and a notice period of at least 15 days. During the notice period the Patron may terminate the Agreement if it chooses to do so. Any updated or amended version shall replace and supersede the then current version with effect from the date specified in the notice.

For any queries Patron may reach out to:

• patron@avenaa.co.in
• help@avenaa.co.in
• +919403893962