Last revised on 17th December 2018

Agreement between Hotel and www.onefinerate.com ,the website operated and managed by Samaara Hotels & Services Pvt. Ltd.

Click on the links below for details :

AGREEMENT
PREAMBLE
TERMS OF SERVICE
TERM AND TERMINATION
INDEMNITY
REPRESENTATIONS AND WARRANTIES
TAXES
CONFIDENTIALITY
GENERAL
ANNEXURE A

AGREEMENT

This Agreement is an electronic contract deemed executed at Gurgaon (Haryana) under the provisions of the Information Technology Act of 2000 and rules made thereunder by and between Samaara Hotels and Services Pvt Ltd, a Company incorporated under the Companies Act, 1956 in India for their online travel portal called onefinerate.com and having its corporate office at  Vatika Business Park, Fourth Floor, Tower 1, Sector 49, Gurgaon 122018 (hereinafter referred to as "ONE FINE RATE " or  “OFR”  which expression shall, unless repugnant to the context or meaning thereof include its successors and permitted assigns) AND The "Hotel" as detailed in Annexure A.

ONEFINERATE &The Hotel are individually referred to as ‘Party’ and collectively as ‘Parties’. ONEFINERATE referred as ‘ONE FINE RATE’.

PREAMBLE:

A. ONE FINE RATE is engaged in the business of providing  hotel/ accommodation services related services. ONE FINE RATE is the rightful owner and service provider  of ONE FINE RATE.com, website and other ancillary services including but not limited to mobile application, etc., and/or any services provided therein which may be accessed via, but not restricted to, the World Wide Web.

B.The Hotel is in the business of providing accommodation services and has represented to ONE FINE RATE that it has the necessary legal, technical, and business setup to procure the service of arranging hotel accommodation from onefinerate.com as ONE FINE RATEs defined in this Agreement.

ONE FINE RATENOW THEREFORE THE PARTIES HERETO AGREE TO THIS AGREEMENT TERMS AS FOLLOWS:

1.Terms of Service

A. These Terms of Service ("Terms") constitute a legally binding Agreement ("Agreement") between Hotel/ Accommodation Provider and ONE FINE RATE governing access to and use of the ONE FINE RATE website, including any subdomains thereof, and any other websites through which ONE FINE RATE makes the ONE FINE RATE Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "ONE FINE RATE Services"). The Site, Application and ONE FINE RATE Services together are hereinafter collectively referred to as the “ONE FINE RATE Platform”. Your use of the Website, Application and/or agreement signed (either electronically or otherwise) is an acknowledgment that you have reviewed the Terms and Conditions listed at https://www.One Fine Raterooms.com/terms_= page and agree to comply with these Terms.

1.1. ONE FINE RATE reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the ONE FINE RATE Platform. We will also provide you with notice of the modifications by email when they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the ONE FINE RATE Platform will constitute acceptance of the revised TermsSCOPE OF SERVICES

1.2. The Hotel will provide access to the required information with respect to the availability of its rooms, the services, amenities and pictures, and their rates to ONE FINE RATE  on a direct connection (API Linking), through a third party channel manager or a similar interface, extranet or reserve certain rooms for booking through ONE FINE RATE as may be decided between the Parties. This will enable ONE FINE RATE to host the availability of the Hotel’s rooms on their websites and other online and offline sales channels (including mobile applications or browsers, branch offices, b2b partners etc.). It is hereby clarified that ONE FINE RATE  can issue Hotel vouchers (confirming the booking), issue invoice(s) to the Hotel for its commission, receive booking confirmation and collect accommodation charges (inclusive of all fees and taxes) on behalf of the Hotel. However, the invoice capturing the tax details for hotel accommodation services shall, in all cases, be generated and issued by Hotel directly on the customer for the gross amount collected by ONE FINE RATEtowards the booking. ONE FINE RATE are not required to issue an ‘invoice’ (capturing tax details) for the Hotel accommodation services on customers under any circumstances unless law specifically requires ONE FINE RATE to do so. Further, the tax charged in respect of Hotel accommodation services shall be discharged by the Hotel in all cases where Hotel is registered under the respective tax laws.

1.3. That the Hotel has understood the unique and dynamic business model of ‘QUOTE YOUR RATE’ and ‘BID’ available on ONE FINE RATE which operates on the premise that the rates offered by the HOTEL to the customers of ONE FINE RATE will be special discounted rates that are made available only after significant set up of business rules on the extranet owned and managed by ONE FINE RATE. It is also understood that the discount configured will be seamless and available live and immediately to the consumer as soon as it is uploaded subject to availability of technical services.

1.3.1. That these special rates will be unique and available after the discount set up and creation of business rules that results in the rates being discounted basis the size of business i.e. room revenue spend as indicated in the electronic enquiry submission of ONE FINE RATE.

1.3.2. That the discount or value inclusions in the rates that appear subsequent to the setup of business rules are thought through criterions for business conversions configured by the Hotel to attain successful conversions. Under the ‘QUOTE YOUR RATE’ section, it is possible that a rate requires approval of Revenue Manager who may either accept this rate or propose a counter offer. The Revenue Manager must always stay cognizant of the business model that requires quick and efficient decision making for higher conversions. Failure to accept rates proposed by the customer or delay in proposing a counter offer may result in loss of business to competition who will be made aware of this enquiry as soon as the customer’s initial rate offer is rejected by the subscriber hotel. Quick turn- around time will ensure success and closures.

1.3.3. That all such rate configurations will be deemed as HOTEL’s willingness and decision to accept the business basis the size of business configured in the extranet. That ONE FINE RATE guarantees and assures that the special rates made available post series of business rules will be private, one on one transaction and only for the consumption of that specific customer who has made the specific enquiry.

1.3.4. That the special rates or rates with value additions offered by the Hotel are basis a particular size of business that is prepaid or partially paid depending on the cancellation and payment policy set up by the hotel on the extranet.   

1.3.5. That the Hotel will have no issue if ONE FINE RATE foregoes in part or in whole their commission or service fees applicable for the transaction if the foregoing in part or whole results in business conversion for the Hotel. ONE FINE RATE may engage in this activity with the sole purpose of creating value for its Hotel partners and for purposes of creating goodwill with customers who use ONE FINE RATE. At no time will ONE FINE RATE ever pay the rate yield set up or configured in the extranet.  In such cases, the taxes applicable will be levied on the rates offered by the hotel and not the additional revenue foregoing that ONE FINE RATE does for conversions.

1.3.6. The Hotel shall be solely responsible for business rules created in the extranet.

2. That the Hotel has understood the unique and dynamic business model of ‘CORPORATE’ available on ONE FINE RATE which operates with the premise that the rates offered by the HOTEL to the corporates using services of ONE FINE RATE for their employees will be special discounted rates that are made available only after significant set up of business rules on the extranet owned and managed by ONE FINE RATE. That these special rates will be unique and available after the discount set up and creation of business rules that results in the rates being discounted basis the size of business i.e. room revenue spend as indicated in the electronic enquiry submission of ONE FINE RATE. 

2.1.1. That the discount or value inclusions in the rates that appear subsequent to the setup of business rules are thought through criterions for business conversions configured by the Hotel to attain successful conversions from the Corporates and their employees.

2.1.2. That all such rate configurations will be deemed as HOTEL’s willingness and decision to accept the business basis the size of business configured in the extranet. That ONE FINE RATE guarantees and assures that the special corporate rates made available post series of business rules will be private, one on one transaction and only for the consumption of that specific corporate and its employees unless breached by the Corporate for which OFR shall not be responsible.  That such access to the Corporate platform on ONE FINE RATE will be available only with the use of their corporate log in with the corporate e mail domain of the company registered for such authentication.

2.1.3. That the special rates or rates with value additions offered by the Hotel are basis a particular size of business that is prepaid or partially paid depending on the cancellation and payment policy set up by the hotel on the extranet.  

2.1.4. That ONE FINE RATE will allow Hotel to distribute its special contracted rates with Corporates and that such rates will be accessible to the corporate and its employees through the use of their corporate log in with the corporate e mail domain of the company registered for such authentication. 

2.1.5. That ONE FINE RATE will make every effort to ensure that the Hotel Contracted Rates are not disclosed to anyone other than the corporates and its employees who are entitled for this.

2.1.6. That the Hotel will have no issue if ONE FINE RATE foregoes in part or in whole their commission or service fees applicable for the transaction if the foregoing in part or whole results in business conversion for the Hotel. ONE FINE RATE may engage in this activity with the sole purpose of creating value for its Hotel partners and for purposes of creating goodwill with customers who use ONE FINE RATE. At no time will ONE FINE RATE ever pay less than the rate yield set up or configured in the extranet.

2.1.7. The Hotel shall be solely responsible for business rules created in the extranet.

2.2. That over and above the ‘QUOTE YOUR RATE’, BID’ and ‘CORPORATE, ONE FINE RATE also has ‘BUY’, business model which will distribute rates and inventory through the extranet of ONE FINE RATE and that such public rates will be on parity with all distribution channels.

The Hotel shall ensure the availability of information with respect to the rooms on real-time basis and further ensure that at no point of time the room is available for booking with some other online travel agents (OTAs) but not with ONE FINE RATE.

2.3. The Hotel shall maintain rate parity, and room availability parity between ONE FINE RATE and other travel agents, other sales channels of third parties and the Hotel itself. The rate parity is an important pre- requisite to achieve success of special rates depending on the size of business indicated by the customer on ONE FINE RATE. 

2.4. Bookings of the Hotel rooms against the customer reservations communicated by the ONE FINE RATE will be purely at the choice of the customers and will be as per the user agreement available at the website of ONEFINERATE (‘ONEFINERATE Terms and Conditions’). The “Terms and Conditions” forms an integral part of this Agreement and is incorporated in this Agreement by reference. The Parties agree to deliver their obligations accordingly.

2.5. ONEFINERATE would be rendering services by arranging hotel accommodation services between hotel and customers. Accordingly, the Hotel only would be responsible for provision of hotel accommodation services to the customers booking Hotel rooms through ONE FINE RATE. The Hotel shall provide services to the customers booking through ONE FINE RATE as per best industry practice. The room rate applicable for any customer making the booking through ONE FINE RATE shall be as per the Hotel’s rate and special discount set up on extranet, policies depending upon the seasonality, supply and demand factors.

2.6. Hotel agrees and undertakes that it shall at all times act in good faith and shall not in any way commit acts prejudicial to the interest of ONE FINE RATE or the customers booking through ONE FINE RATE including without limitation, acts which in sole discretion of the ONE FINE RATE may amount to defrauding ONE FINE RATE or their customers such as misuse or abuse of any benefits, accruals or offers made available by ONE FINE RATE, in violation of the applicable laws etc.

2.7. At all times, the ONE FINE RATE will be liable to pay to the Hotel only for those bookings which are booked by the customers through ONE FINE RATE for genuine utilization by themselves and for which room rate is collected from the customers on behalf of the Hotel. The Hotel will not engage in fictitious booking of its rooms for the purpose of unduly enriching itself with various  promotional schemes that of ONE FINE RATE may introduce from time to time.

2.8. The amount refundable to the customers in case of cancellation of booking shall be as per the cancellation policy as informed by the Hotel to ONE FINE RATE from time to time. No cancellation retention shall be payable to the Hotel in case of cancellation of reservations due to Force Majeure events. The cancellation policy provided in respect of bookings made through ONE FINE RATE shall be no less favorable than the policy provided by the Hotel in respect of booking through any other third party or in its own website.

2.9. During the Term of the Agreement, the Parties may agree on the Commercial Terms (which include the commission, validity period of such Terms, and any amendments thereof) from time to time over email or in writing. All such emails and written documents will be deemed to be part of and bound by the terms of this Agreement.

2.10. The Hotel permits ONE FINE RATE to translate the Hotel information into any regional language and use the same for its business purposes. Such translated data will be the exclusive property of the ONE FINE RATE.

2.11. This Agreement will be valid subject to the Hotel submitting the KYC documents as may be required by the ONE FINE RATE prior to the signing of the Agreement, and from time to time.

2.12. All descriptions of the services and amenities at Hotel’s website should be consistent with the information as provided by Hotel pursuant to this Agreement, and all such services and amenities should be actually provided for by the Hotel. In case the specified amenities and services are not provided by the Hotel, the Hotel shall be solely responsible to the customer for any complaint in respect of the same.

2.13. Any adverse change(s) in the booking terms as provided by the Hotel, including the cancellation policy, refund policy etc. shall only be applicable with prospective effect for bookings made after the implementation of the revised terms.

2.14. ONE FINE RATE will distribute reviews of the Hotel from its specially procured API link access of the globally famous Trip Advisor. Trip Advisor contains reviews of customers or  guests who have completed a stay at the Hotel room booked through any distribution platform or channel and chooses to  publish his / her  comments and scores on the Trip Advisor website.  ONE FINE RATE is only using the API link of Trip Advisor as a service to its customers with the intent to facilitate decision making about the hotels that they are likely to choose for its features, facilities and service standards and that these reviews should never be concluded as reviews owned or endorsed by ONE FINE RATE. The Hotel acknowledges that ONE FINE RATE are the distributor of these reviews through as contained in Trip Advisor and not the creators of such comments. That ONE FINE RATE has no influence on such reviews including its inability to enter into any discussion, negotiation or correspondence with the Hotel in respect of the content or consequences of the publication or distribution of the guest reviews All liability for the content of any such comments is excluded to the extent permitted by law.

2.15. ONE FINE RATE will provide the customer information to the Hotel ‘as is’ in the form and content provided by the customer. ONE FINE RATE do not warrant the accuracy or completeness of such information as that is provided by a third person outside the control of ONE FINE RATE. Such information shall always be the property of the ONE FINE RATE. The Hotel agrees that it shall not solicit reservations directly from those customers booked through ONE FINE RATE, and shall not market the Hotel to those persons directly.

2.16. The Hotel permits ONE FINE RATE to display the name, brand name, logo, trademark and any other information as supplied by the Hotel to enable ONE FINE RATE to fulfil its rights and obligations under this Agreement. If the Hotel is offering any promotional sales of rooms at discounted prices, the same discounted prices shall be offered to customer booking through ONE FINE RATE.

2.17. The Hotel shall resolve all customer grievances directly with the customer, including those grievances related to quality of rooms, rates, services etc. ONE FINE RATE may at its discretion operate a customer service facility to resolve the grievances of the customers over phone and by coordinating with the Hotel, but in all cases the ultimately responsibility remains with the Hotel to resolve the grievances.

2.18. That ONE FINE RATE will communicate with both Hotel and its customer through SMS, What’s App, E Mail, Chat or any other popular and acceptable mode of communication that will ensure fast and speedy communication enabling business conversions etc. 

3. COMMERCIAL TERMS

3.1. The room night availability and booking facility provided by the Hotel will be on commission basis for the ‘QUOTE YOUR RATE’ , ‘BID’ or ‘BUY’ business models on ONE FINE RATE. The Hotel will pay commission to ONE FINE RATE for all the bookings made by the customers through ONE FINE RATE on the gross room rate (excluding any applicable government taxes and Goods and Services Tax) configured by the Hotel on ONE FINE RATE. The final rate paid by the guest will be the commissionable rate at all times. For the avoidance of doubt, it is clarified that the ONE FINE RATE do not have the right to alter the rate configured by the hotel on the extranet.

3.2. That ONE FINE RATE has the right to amend, edit, change its commission percentage and that the Hotel will be apprised of such changes.

3.3. The room night availability and booking facility provided by the Hotel in the ‘CORPORATE’ section of ONE FINE RATE could either be on commission basis or monthly retainer or per service fee / transaction fees as agreed to between ONE FINE RATE and the Hotel.

3.4. ONE FINE RATE may choose to levy a service fee or transaction fee from the customer using ONE FINE RATE and that the Hotel will have no right to adjust its commission due with such service fees or charges.

3.5. The commission will be set-off by the ONE FINE RATE in their payment to the Hotel. The ONE FINE RATE would issue a tax invoice for the commission amount along with applicable taxes, if any. The commission payable to ONE FINE RATE will be agreed by Parties from time to time. The Hotel would be required to raise an invoice on the customer for the gross amount and discharge tax liability accordingly

3.6. If the Hotel is offering any promotional sales of room nights at discounted prices compared to usual public rates available under ‘BUY’  business model,  the same discounted prices shall be offered to the customers booking through ONE FINE RATE.

3.7. ONE FINE RATE may offer certain promotions over the room nights of the Hotel to the customers, except on any specific dates duly informed by the Hotel to ONE FINE RATE at least five working days in advance. Irrespective of the discount offered by ONE FINE RATE, the Hotel would be required to raise an invoice on the customer for the gross amount and discharge tax liability accordingly.

3.8. Notwithstanding anything mentioned above, ONE FINE RATE at their own discretion can charge the customer booking through the respective ONE FINE RATE, a service fee for its services, over and above any rate the Hotel is providing irrespective of the model of booking. For the service fee (if any) charged, ONE FINE RATE shall issue a tax invoice on the customers only for the amount of service fee along with applicable taxes and Hotel will not have any responsibility to raise an invoice on customer towards such service fee.

4. TERM AND TERMINATION

4.1. The Agreement shall commence from the Effective Date and be continue to be valid unless terminated by either Party with 30 (thirty) days’ notice to the other Party anytime during the term of this Agreement.

4.2. In addition, either Party may terminate this Agreement with immediate notice for material breach of the terms of this Agreement by the other Party or for any statutory reasons; in case of a breach by a Party capable of being cured, the other Party may terminate this Agreement with immediate notice if the former Party fails to cure the breach within 15 (fifteen) days’ from the date the latter Party notifies the breach. However the accrued obligations of the Parties prior to the termination will continue to be fulfilled post termination.

5. INDEMNITY

5.1. Once a booking has been confirmed to the customer booking through ONE FINE RATE pursuant to this Agreement, the Hotel will honour the reservations without fail. In the extreme cases where accommodating the customer in the Hotel is not possible for any reason what so ever, the Hotel will provide customer with an alternate accommodation in same or higher category hotel in the same or nearest locality at no extra cost, including transfers. In addition, Hotel agrees that in the event that the customer is not satisfied with such alternate accommodation provided by the Hotel and ONE FINE RATE are required to provide refund to the customer, then the Hotel shall pay an amount equal to double the per room night cost to ONE FINE RATE for each instance of such default.

5.2. Each Party agrees to indemnify and hold the other Party, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney's fees and expenses and other costs of legal defence whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of the former Party or any of its directors, officers, employees, or agents, including, but not limited to, (1) breach of any of the provisions/obligations of this Agreement (2) negligence, misconduct or other tortuous conduct, or (3) misrepresentations made herein.

5.3. Neither Party shall be liable to the other for any direct, indirect, incidental, punitive, special or consequential damages or losses (including without limitation 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. Notwithstanding anything to the contrary in this contract, in case of any dispute (including third party claims) the maximum liability of ONE FINE RATE under this Agreement is limited to the Commission paid by the Hotel to ONE FINE RATE during the period of 12 months preceding the date of dispute for that specific property or unit of the Hotel which is the subject of the dispute.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party represents and warrants that:

6.2. It has full legal right, power and authority to carry on its business and to enter into this

6.2.1 Agreement and perform all of its obligations, terms and conditions hereunder; and

6.3. Neither the execution nor delivery of this Agreement, nor the fulfilment nor compliance with the terms and provisions 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 documents or by laws, if any, or any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which it is subject, or require any consent, approval or other action by any court, tribunal, administrative or governmental body.

6.4. The Hotel additionally represents that:

6.5. It is operating in compliance with all the applicable laws, regulations and statues, and it has the requisite licenses in place to operate its business.

6.6. It has full right, title and interest in and to all trade names, trademarks, service marks, logos, symbols, proprietary marks and other intellectual property marks ("IPR") which it provides to ONE FINE RATE, for use related to the Services, and that any IPR provided by a Party will not infringe the marks of any third party; Hotel shall permit the usage of its logo, trademarks, symbols, service mark etc. to enable ONE FINE RATE to fulfil its rights and obligations under this Agreement which shall be upon the specific permission availed by ONE FINE RATE in writing from Hotel.

6.7. It shall at no time charge any extra charges, taxes and/or levies (except where there is a statutory change in tax rate or any legislation governing taxation laws), over and above what has been specified at the time of booking. Hotel shall only charge the guest for any additional facility used by the guest which was not included while making the booking.

7. TAXES

7.1. Pursuant to this Agreement each Party, with respect to the services rendered in its individual capacity, would be solely responsible for the compliance of all applicable laws including but not limited to legislations regarding Goods and Services Tax (GST), central, state or local levies with respect to payment of tax, duties, levies, charges, cess, etc. Thus, the tax collected by ONE FINE RATE as part of the room charges shall be remitted to the Hotel and it shall be sole responsibility of the Hotel to deposit the same to the concerned authority under the applicable law. Further, ONE FINE RATE shall not be liable to deposit such amount unless specifically mandated by law. In cases where the law requires ONE FINE RATE to deposit tax, the Hotel shall not be eligible to collect any GST from the customer through ONE FINE RATE. Further, ONE FINE RATE shall deduct/ collect/ withhold any tax to be levied under applicable tax laws, in such manner as may be prescribed, from the amount payable to the Hotel (i.e. the amount collected from the customer and to be remitted to the Hotel) and shall furnish appropriate documentation for the same.

7.2. All payments for commission made by the Hotel to ONE FINE RATE under the Agreement would be subject to withholding tax as per the law applicable on the date of payment. The Party withholding the tax would be responsible for providing appropriate proof, certificate, documents, etc. to enable the other Party claim the benefit of the same.

7.3. The Parties would be responsible for their own tax assessments, audits, inquires, etc. and would keep the other Party indemnified from any additional tax demand arising out of the same.

7.4. The Hotel undertakes to provide ONE FINE RATE with necessary documents, as may be required by law from time to time, to prove the Hotel’s compliance with the applicable tax laws with respect to this Agreement including its obligations to deposit the necessary taxes with the authorities. Any interest, penalties or recoveries from ONE FINE RATE by any authority on account of default by the Hotel will be solely borne by the Hotel on its own account.

7.5. The Hotel authorizes ONE FINE RATE to collect the taxes (under the applicable laws) on behalf of the Hotel from the customers at the time of booking and remit the same to the Hotel for depositing the same with the government.

8. CONFIDENTIALITY

8.1. The Parties agree that any information (including any written, tangible and/ or intangible information) exchanged between or disclosed by either Party to the other Party from time to time, which by its inherent nature is confidential or is specifically mentioned as confidential, shall be the confidential information of the said Party and either Party shall not disclose the same to the public without taking the prior written approval of the other Party.

8.2. The obligation of confidentiality contained under this Clause shall not apply to information which:

8.3. At the time of the disclosure is or already was in the possession of the other Party as evidenced by written documents; or

8.4. At the time of the disclosure was already in the public domain as evidenced by written documents; or

8.5. After the disclosure became generally available to the public through no fault of the other Party; or

8.6. Was subsequently disclosed to the other Party by a third party having a lawful right to disclose the information and being under no obligation of confidentiality with regard to a Party;

8.7. Has been developed by the other Party independently on its own and without reliance on any information provided by the disclosing Party; or

8.8. Is required to be disclosed by a Party to comply with applicable laws or governmental regulations, provided that the said Party provides prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to minimize the extent of such disclosure.

9.GENERAL

9.1. This Agreement is governed by the laws of India and Parties agree to the exclusive jurisdiction of courts of Gurgaon, India.

9.2. Any notices under this Agreement by a Party to the other Party shall be issued to the respective Party’s address mentioned in Annexure A.

9.3. Modifications to this Agreement shall be done by (1) means of a separate amendment as an agreement signed by both Parties, or (2) by way of a mutually accepted email, or (3) by means of a revised link sent by ONE FINE RATE and acceptance of the same by the Hotel, or (4) by means of a written communication via email or otherwise by ONE FINE RATE and deemed acceptance by means of conduct by the Hotel.

9.4. Unless as otherwise specified in the Agreement, neither Party shall be responsible for any failure to comply with its respective obligations under this Agreement, where such failure or delay is due to events of Force Majeure (as defined below) provided that the affected Party notifies the non-affected Party within reasonable time of the commencement of the event of Force Majeure. Force Majeure events shall mean any circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of God, epidemic, explosion, disease, earthquake, hijacking, sabotage, crime.

9.5. The Parties acknowledge and agree that the relationship between them is solely that of principal and agent (to the extent of collection of payment on behalf of the hotel for further remitting to the same), operating independently and nothing in this Agreement is to be construed as employer/employee, franchise/franchisee, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking. ONE FINE RATE shall be responsible for collecting the concerned amount from the customer as an intermediary in the fiduciary capacity, which amount shall be duly remitted to the Hotel as per the arrangement contained in this Agreement.

9.6. This Agreement shall be signed by the Hotel through filling the online form with its details and agreeing to these terms and agreements with ONE FINE RATE as a click wrap agreement. Accordingly, this Agreement is legally valid between the Parties by virtue of their online acceptance.

Annexure A