The Company

Travel Agent Agreement

Onefinerate.com Business Account Terms and conditions

These terms and conditions ("Terms") govern your access to and use of a set of features, services, and functionality on the Business to Business marketplace section of onefinerate.com, the dot com owned by Samaara Hotels & Services Pvt. Ltd. for registered Travel Agents to purchase Hotel rooms for business purposes ("Onefinerate Business"). Please note that your use of Onefinerate Business is also governed by the Conditions of Use and Onefinerate.com Privacy Notice, as well as all other applicable terms, conditions, policies, limitations, and requirements on Onefinerate.com website, all of which (as changed over time) are incorporated into these Terms. Capitalized terms have the meanings given to them in these Terms or the Conditions of Use.

REGISTRATION

A Travel Agency has a Business Account with Onefinerate once an individual associated with the Travel Agency registers the business and creates the first business user account associated with that Travel Agency. The individual(s) of the Travel Agency who have created the business user account can invite others to be part of the Travel Agency’s Business Account. Each additional user that purchases or otherwise acts on behalf of the business and joins the Travel Agency’s Business Account must create a new business user account that is part of and associated with the Travel Agency’s Business Account. Business Accounts and business user accounts are intended for businesses and business-related organizations and may be used solely for business purposes. To create a business user account, users must use a valid email address. Unless explicitly permitted, a user may only create one account per domain address of the email address of the Travel Agency. Once you complete the Business Account registration and verification process, your Travel Agency will be registered with Onefinerate.com

ACCOUNT MANAGEMENT

You are responsible for all activities that occur under your organization's Business Account and any associated business user accounts (if and when applicable), regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of these Terms, we and our affiliates are not responsible for unauthorized access to your Business Account or business user accounts (if applicable). You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts, if applicable, in accordance with these Terms) and are solely responsible for any use or action taken under your password. You will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated business user accounts, if applicable, or if your Business Account or any business user account information, if applicable, is lost or stolen.

We may give users the ability to invite other individuals affiliated with your Travel Agency to create business user accounts that are associated with the Travel Agency’ Business Account and purchase, approve or act as an administrator on behalf of your Travel Agency. Administrators have the ability to invite other users to join the Business Account and to administer, manage, or close business user accounts. You will be responsible for all actions taken by Business Account users. You acknowledge that users may have access to information from your Business Account and associated business user accounts, such as shipping addresses, payment methods, and order history. Administrators are responsible for inviting only people affiliated with, and authorized to act on behalf of, your Travel Agency to create a business user account that is associated with your Travel Agency’s Business Account. Any user designated as an administrator will have similar capabilities to manage Business Account features and invite new users to purchase, approve or act as an administrator on behalf of your Travel Agency. You agree that Onefinerate is not responsible for, and will have no liability arising from, the disclosure of the information of your organization or any associated business user accounts to any user associated with your Travel Agency.

If any user with a business user account that is associated with your Business Account leaves your Travel Agency or is no longer authorized to purchase, approve or otherwise act on behalf of your Travel Agency, you are solely responsible for contacting Onefinerate through tools we designate to have that user's business user account closed, disabled or removed from the Travel Agency’s Business Account. Onefinerate disclaims all liability for, and you are solely responsible for, any actions taken or purchases made prior to closing, disabling or removing the user's business user account from the Travel Agency’s Business Account. Please review our Business Account FAQs carefully for more information on the effects of disabling or removing a business user account from your Travel Agency’s Business Account.

If you, as an individual user, create a business user account that is associated with the Travel Agency’s Business Account, you acknowledge and consent that your organization and designated individuals acting as administrators have full access to and authority over (a) your business user account (with the ability to close or disable your business user account or remove it from the business and convert it into a personal account), and (b) details from your business user account, such as, and not limited to: order history, addresses, payment details, and other personal information associated with your business user account. By creating a business user account that is associated with Travel Agency’s Business Account, you, as an individual user, consent to sharing this information with your Travel Agency and its designated representatives and agree to release Onefinerate / Samaara for any and all liability for any of your business user account information provided to or used by your Travel Agency, the administrator(s) of your organization, and any other users associated with your organization.

BUSINESS AND ORDER VERIFICATION

We may use the business name, address, GST, Aadhaar Number, PAN number and any other information you provide about your organization or users or that we may request or determine is necessary to verify accuracy and eligibility for Onefinerate Business. We may make, directly or through third parties, inquiries to validate information that you provide to us. We may accept or refuse use of Onefinerate Business at our discretion and may modify purchasing rights or privileges at any time.

REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant that:

(a) you are using Onefinerate Business for business purposes;

(b) your organization is duly organized, validly existing and in good standing in the jurisdiction in which your organization is registered;

(c) the individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms;

(d) you have all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights and authorizations in these Terms;

(e) any information provided or made available by you to Onefinerate / Samaara or its affiliates is at all times accurate and complete;

(f) you and all your subcontractors and agents will comply with all applicable laws, rules, regulations, codes, orders and other requirements of governmental agencies ("Laws") in your performance of your obligations and exercise of your rights under these Terms and with your purchase and use of any Hotel rooms and services from Onefinerate.com;

(g) all users who use business features or purchase on behalf of your organization are authorized to do so and all purchases made by these users are authorized purchases of your organization;

(h) any Credentials, and all documentation or other information you provide to us to validate such Credential, are accurate, complete and reflect your Credential status, and that you will provide updates, additional Credentials or supporting information as required to ensure all such documentation or information remains up-to-date at all times;

(i) the provision to Onefinerate.com of any Credentials and related information, any delegation of purchasing authority under any Credentials and all purchases made using the Credentials are with the authority of the Credential holder;

(j) you will only purchase products requiring Credentials as permitted under any Laws and within the scope of any Credential you provide;

(k) your Business Account has a Goods & Services Tax number(GST) associated with it, any that all transactions will be governed basis the norms laid out in the country’s GST structure including complete understanding of GST Act that govern the transaction.

(l) you will ensure that all information and terms and conditions related to the purchase of Hotel room is shared in compliance with the customer who is the ultimate user of the product i.e. the room;

(m) You agree and acknowledge that any of the Hotel rooms purchased by you will not be used, or made available to a third party for use for any unlawful purpose.

LICENSE

Subject to your compliance with these Terms and your payment of any applicable fees, Onefinerate.com or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Onefinerate Business solely in accordance with these Terms. This license does not include the right to resell any Onefinerate Business feature; any collection and use of any Hotel listings, descriptions, or prices; any derivative use of Onefinerate Business; any downloading or copying of Onefinerate Business information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by Onefinerate or its licensors, suppliers, publishers, rightsholders, or other content providers. No feature or part of Onefinerate Business may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Onefinerate/Samaara. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Onefinerate without express written consent. You may not use any meta tags or any other "hidden text" utilizing Onefinerate.com’s name or trademarks without the express written consent of Onefinerate.com You may not misuse Onefinerate Business. You may use Onefinerate Business only as permitted by law. The licenses granted by Onefinerate terminate if you do not comply with these Terms.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees, representatives and agents against any loss, claim, damage, settlement, cost, expense, tax or other liability (including, without limitation, reasonable attorneys' fees) (each a "Claim") arising from or related to (a) any breach of the Terms, (b) any unlawful or improper use by anyone of any Hotel room transacted by you, or (c) your negligence or wilful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

HOTEL PRODUCT FEATURES AND SERVICES: COMPLIANCE AND SUITABILITY

We recommend that you do not rely solely on the information presented on our website. Please always read the Hotel’s own website or contact the hotel directly for any clarification on Hotel services and product features. Lying the products comply with applicable Laws.

ONEFINERATE.COM : FEATURES

(1) BUSINESS TO BUSINESS (B2B) MARKET PLACE

Onefinerate.com is an online travel Market Place that enables the Buyers i.e. the Travel Agents and the Sellers i.e. the Hotels to come together. The Hotels have the ability to distribute content, rates and inventory easily which are instantly bookable by the Travel Agents. The booking cycle increases efficiency, accuracy of product information, terms & conditions and ultimately reduces the transaction cost. The Hotels have the ability to extend contracted rates or special rates to Travel Agents. The Hotels offers rooms to be sold to Travel Agents on either net non- commissionable basis or on commission.

Both the Hotels and the Travel Agency will be allowed market place access if and only if they are partners in onefinerate.com. The corporate e mail domain address of their establishment i.e. the Travel Agent will be configured by OFR administrator at the backend or the extranet of OFR to identify if the user is a bonafide representative of the Travel Agency and the Hotel. An additional layer of security for identification is the generation of One Time Password (OTP) that is sent to the e mail address used for access.

(2) QUOTE YOUR RATE

An industry first feature created for the following two situations:

(a) Should the Travel Agency not have a special rate of the Hotel, the Travel Agency can Quote a Rate for the Hotel to consider basis the length of stay, number of rooms etc. This enquiry notification is instantly sent to the Hotel either through SMS or What’s App. The Hotel can either accept the offer, or reject the offer or give a counter offer of rate or a counter offer with different rate inclusions. All notifications are sent and received instantly and is e commerce enabled for instant confirmation basis the decision taken by the hotel.

(b) Should the special rate distributed by the Hotel to the Travel Agent be unacceptable the Travel Agent can Quote the rate for consideration by the Hotel. The notification for consideration will list the original special rate and compare it with the Travel Agency’s rate quote. The Hotel can either accept the offer, or reject the offer or give a counter offer of rate or a counter offer with different rate inclusions. All notifications are sent and received instantly through SMS or What’s App and is e commerce enabled for instant confirmation basis the decision taken by the hotel.

(3) BUSINESS PRICING

The Hotels may provide you further discounts over the special / contracted rate during periods of low occupancy etc. Such e mail- based communication is sent directly by the Hotel to the Travel agency on the marketing platform of onefinerate.com In these instances, the available price on the detail page will reflect this discount. You agree not to manually copy or use any data mining, scraping, or similar data gathering and extraction tools with respect to such pricing or discounts.

(4) LOYALTY PROGRAM

As and when this functionality is introduced on Onefinerate.com, all purchases will entitle bookers of Travel Agencies to earn points basis room revenue purchased excluding taxes and service charges. The points earned are basis a predetermined exchange value of points and revenue. The point balance is available on the dashboard of the Travel agency and can be redeemed for room nights basis exchange value as displayed on the portal. Onefinerate.com reserves the right, in its sole discretion, to change the exchange value of earning and redemption of points.

COMMERCIAL TRANSACTIONS

(1) TRANSACTION FEE AND PAYMENT TERMS

In consideration of the Services, Agent shall be liable to pay the actual booking amount payable to the Hotel plus GST or any other tax that may be applicable including all fee and charges and cancellation charges wherever applicable and (hereinafter collectively referred to as "Service Charge") to OFR as specified electronically.

It is understood that the Hotel may accord special rates to the Agent that will be distributed to the Agent through their log in access on one or combination of the following basis:

(a) Net non-commissionable rates : The Agent is free to add his incentive / income / revenue over and above the net non- commissionable rate provided by the Hotels, typically referred as mark up, as long as the mark up is NOT higher than the best available rate available on any public distribution platform with similar purchase conditions. The “Agent” understands the rate accorded is for their exclusive use which is accessible through a password enabled for their exclusive access and that under no circumstance will this rate or the log in credentials be shared that will allow unauthorised access to the special rate. The Agent would transfer the amount equivalent to the requisite rate appearing on its portal to Onefinerate in full and inclusive of all applicable taxes.

(b) Offer commission percentage (%) : The % of commission will be mutually agreed between Agent and Onefinerate for transactions booked through OFR. The % of commission will be applicable on the rate booked through OFR. Such commission % will be communicated in the most transparent manner and will also appear in the invoice value generated on OFR during the process of transaction. Should the Agent go ahead with the transaction and receive a confirmation subsequently, the transaction will be considered a deemed acceptance of the commission percentage that the OFR was willing to offer for the particular transaction. This commission percentage will neither be negotiated nor objected nor rejected post conclusion of the transaction or the stay of the guest. The Agent would transfer the amount equivalent to the requisite rate appearing on its portal to OFR in full and inclusive of all applicable taxes less basic value of commission receivable to it net of TDS amount. OFR would then deposit the TDS amount and the same would be reflected as TDS credit subsequently with the Agent. The Agent would issue the tax invoice to OFR of the commission withheld by it with applicable GST if the Agent is registered with GST. GST would be paid to the Agent only once the same is duly reflected in the GST portal of OFR as an input tax credit.

(c) From time to time and during particular business situations, OFR may offer additional commissions commonly referred to as Overriding commissions to the Agents thereby motivating the Agents to generate additional business. Such change in commission structure will be communicated in complete transparency through the OFR platform clearly highlighting the percentage of basic plus over-ride commission that OFR will pay for the Agent for the relevant transactions. In all cases, commission would be paid exclusive of GST and after deduction of TDS. GST amount applicable to the commission would be payable to the Agent only once the Agent issues tax invoice to OFR and the GST amount paid by the Agent is duly reflected in the GST portal of OFR as an input tax credit.

(d) In case the customer provides the GSTIN to the Agent to provide to the Hotel, the same would be duly communicated by the Agent to the Hotel/ OFR. It would subsequently, be the responsibility of the Hotel to mention the correct GSTIN on its invoice to the customer. OFR disclaims any liability due to any error on account of incorrect or missing GSTIN of the customer communicated by the Agent to the Hotel/ OFR.

DISCLAIMER

ONEFINERATE MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OF HOTEL INFORMATION PROVIDED AND OUR SOLE LIABILITY FOR ANY LOSSES OR DAMAGES BY YOU ARISING FROM ANY INACCURACY IN THE HOTEL INFORMATION WILL BE LIMITED TO REIMBURSEMENT OF THE PRICE PAID FOR THAT TRANSACTION. ONEFINERATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. ONEFINERATE ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE, IMPROPER SELECTION, MODIFICATION, OR MISAPPLICATION OF THE SERVICE.

LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES WILL ONEFINERATE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS THAT RESULT FROM YOUR PURCHASE OF ANY HOTEL ROOMS ON ONEFINERATE.COM. EVEN IF ONEFINERATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONEFINERATE’S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE HOTEL TRANSACTION THAT GIVES RISE TO ANY LIABILITY.

ENTIRE AGREEMENT

The terms and conditions in these Terms, the Onefinerate.com in Conditions of Use, the Privacy Notice, and any applicable terms, conditions, policies, requirements or limitations contained on Onefinerate Business constitute the exclusive and complete agreement between Onefinerate and you. Onefinerate will not be bound by, and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms or which may be in any order, receipt, acceptance, confirmation, correspondence or other document.

Any purchase order (PO) number or other internal information particular to your organization that is provided by a user during the purchasing process is provided only for your internal purchase tracking. Onefinerate doesn't agree to terms, conditions, obligations, or provisions that are different from or added to these Terms and the policies and information on the Onefinerate.com website.

AGREEMENT CHANGES

We may in our discretion change these Terms, Onefinerate.com’s Conditions of Use and Privacy Notice, or any aspect of Onefinerate Business, without notice to you. From time to time, Onefinerate may choose in its sole discretion to add or remove benefits or features of Onefinerate Business. If any change to these Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED USE OF ONEFINERATE BUSINESS AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR BUSINESS ACCOUNT AND BUSINESS USER ACCOUNT.

TERM : TERMINATION BY US

The term of these Terms will begin on the date you click to accept it and will continue until you or we terminate it. We may terminate these Terms and access to your Business Account, business user account or use of any business features at our discretion with or without notice. You are entitled to terminate these Terms by giving us notice and closing your account. Upon termination, all rights and obligations under these Terms will automatically terminate except for any right of action occurring prior to termination, payment obligations, and obligations that are intended to survive termination, including, without limitation, Sections 4 - 18 of these Terms.

FORCE MAJEURE

In the unlikely event that the Hotel overbooks and is unable to honour your confirmation, Onefinerate will ensure that another hotel of similar standard is provided. However, Onefinerate will be limited in its liability to the extent of refund of the transaction value only and will not take any accountability of the Hotel that fails to perform its service.

CONFIDENTIALITY : PUBLICITY

You will (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only for internal purposes and in connection with your use of Business Accounts; and (c) destroy or return all such information to us promptly when the Terms terminate (and, upon request, confirm such destruction in writing). This section covers all confidential information regardless of when you receive it. Unless you have received our express written permission, you will not otherwise use any trademark, service mark, commercial symbol or other proprietary right of ours, issue press releases or other publicity relating to us or these Terms, or refer to us in promotional materials. If authorized, you may only use Onefinerate trademarks in accordance with the Trademark Guidelines.

SUGGESTIONS

If you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Business Accounts (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

MISCELLANEOUS

Your use of Business Accounts is subject to the disputes and applicable law provisions of the Conditions of Use, which are incorporated by reference.

The parties to these terms are independent contractors. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms. You may not assign these Terms, by operation of law or otherwise, without our prior written consent. Subject to that restriction, these Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under these Terms through one or more of our affiliates. Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such provisions or any other provision of these Terms subsequently. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. In the event of any conflict between these Terms and the Conditions of Use, these Terms will prevail.