Electronic Service Agreement with Travel Agency
Last revised on 10th July 2021
Onefinerate.com, the dot com owned by Samaara Hotels & Services Pvt. Ltd (hereinafter referred to as “Onefinerate)” owns, operates and offers to Travel Agencies / Travel Providers a proprietary online digital connectivity platform on a software-as-a-service basis (“Platform”) that enables direct technology and commercial connectivity with Hotels / Accommodation Providers.
Onefinerate is willing to grant access to the Platform to Travel Agency as the company or the legal entity that will be utilizing the Platform (referenced below as “Travel Agency” on the condition that Travel Agency accepts all of the terms of this agreement (as defined below).
By entering into this agreement on behalf of an entity or organization, Travel Agency represents that they have the legal authority to bind the entity or organization to this agreement. Travel Agency and Onefinerate may each also be referred to as a “Party” and together, the “Parties”.
Please read this agreement carefully before using the Platform. The terms of service (“Agreement” or “Terms and Conditions” or “Contract”) constitutes a legal and enforceable contract between Travel Agency and Onefinerate. By indicating consent electronically, or accessing or otherwise using the Platform, Travel Agency agrees to the terms and conditions of this Agreement. If Travel Agency does not agree to this agreement, do not indicate consent electronically and make no further use of the Platform.
The purpose of the contract is the provision of access to the Platform via a user account created for the respective Travel Agency and the storage and processing of the data (reservations etc.) online (accessed by a login), all in accordance with these terms and conditions.
The Platform is designed for and designated to allow the Travel Agency to book directly with various Hotels / Accommodation providers and get access to their (dynamic) inventory (bookable data: such as rate and availability, reservations, rate-plans etc.) and static data (non-bookable data: such as: images, descriptions, amenities etc.). Onefinerate only acts as a technology enabler by making the Platform available for the use of the Travel Agency. Onefinerate does not act as a commercial intermediary or any similar role.
1. Unless explicitly permitted, a user may only create one account per domain address of the email address of the Travel Agency. The registration is considered complete post fulfilment of the verification process as required by Onefinerate. Post registration, users of the Account are responsible for all activities regardless of whether the activities are undertaken by the user, employees or a third party (including contractors or agents).
2. In case the Travel Agency wishes to use and utilize the Platform Payment Model then it is acknowledged and agreed that Onefinerate is collecting/transferring payments and/or fees, only on behalf of the Travel Agency and transferring it to the Hotels / Accommodation providers.
3. Onefinerate may use the business name, address, GST, Aadhaar Number, PAN number and any other information provided about the Travel Agency or it’s users or that Onefinerate may request or determine as necessary to verify accuracy and eligibility for Onefinerate. In doing so, Onefinerate may make, directly or through third parties, inquiries to validate information that you provide to us.
TWO FACTOR VERIFICATION
Two Factor Verification shall mean “Two-factor authentication” (TFA) or 2FA. This security mechanism for the two-step authentication or verification is an additional layer of security that requires not only a password and username but also a One Time Password (OTP) sent privately to the registered point of contact. This enables view of special rates and its inclusions as distributed by Hotels to B2B partners.
Subject to Travel Agencies compliance with the Terms, Onefinerate or its content providers grant the Travel Agency a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Onefinerate solely in accordance with these Terms. This license does not include the right to resell any Onefinerate feature; any collection and use of any Hotel listings, descriptions, or prices; any derivative use of Onefinerate; any downloading or copying of Onefinerate 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 may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Onefinerate/Samaara. Travel Agency 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. Travel Agency may not use any meta tags or any other "hidden text" utilizing Onefinerate’s name or trademarks without its written consent. Travel Agency may use Onefinerate only as permitted by law. The licenses granted by Onefinerate will terminate if the Travel Agency does not comply with any of the terms.
HOTEL PRODUCT FEATURES AND SERVICES: COMPLIANCE AND SUITABILITY
It is recommended that Travel Agency does not rely solely on the information presented on Onefinerate. It is recommended that Travel Agency refers to Hotel’s own website or contact the hotel directly for any clarification on hotel services and product features.
RATES – RESTRICTIONS AND LIMITATIONS
Hotel / Accommodation providers have a tremendous vested interest in controlling their rates (to maintain and protect “Rate Parity” across various channels etc. and to avoid rate leakages and disparity across various channels).
Hence the Travel Agency / Travel Provider acknowledges, represents and warrants that the Travel Agency will always and absolutely honor the rate restrictions and never ever under no circumstances, the Travel Agency will, directly or indirectly, intentionally or unintentionally, display, publish or offer rates which are lower than the rate offered to the Travel Agency on any Open Site (whether these sites are operated or managed by the Travel Agency or by any of its third party customers. Open sites are any online website, mobile app etc. that is generally open for the public and can be accessed freely by consumers, users etc). The Travel Agency holds full responsibility for the above and in case of a breach, in addition to, any other remedies, the Hotel / Accommodation Provider will have the right to cancel bookings made in breach. The Travel Agency is fully responsible for any and all damages that will occur to the Hotel / Accommodation Provider due to a breach of the above said obligations.
BUSINESS TO BUSINESS (B2B) MARKET PLACE
Onefinerate.com is an online hotel 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 register and agree to the terms of Onefinerate.
QUOTE YOUR RATE™
‘Quote Your Rate’ feature enables Travel Agency to direct enquiries for single or group bookings, suites or for a longer stay for a rate consideration that may be slightly lower than the one offered by the Hotel. The query / notification will be instantly directed, as SMS or WhatsApp, to the relevant personnel whose mobile number has been updated by the Hotel in Onefinerate extranet. The Hotel can either accept the quote, or reject or give a counter offer to the quote. Hotel is not bound to respond to such notifications nor does Onefinerate take responsibility for speed of responses by the Hotel for the ‘Quote’ notifications.
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.
In consideration of the Services, Travel Agent shall be liable to pay the actual booking amount payable to Onefinerate plus GST or any other tax that may be applicable including all fee and charges and cancellation charges electronically
It is understood that the Hotel may accord special rates to the Travel Agent that will be distributed to the Agency through their log in access. The special rates accorded could be the following:
• Commissionable Rates
The % of commission payable to the Travel Agency is decided by the hotel and is payable on rate booked through Onefinerate. Such commission % will be appear in all relevant pages during the buying cycle as well as in the final confirmation generated for Travel Agency. On receipt of the confirmation, the transaction is considered a deemed acceptance of the commission percentage payable by the Hotel for the transaction. This commission percentage will neither be negotiated nor objected nor rejected post conclusion of the transaction or the stay of the guest.
• Net non-commissionable rates:
The Travel Agent is free to add a ‘mark- up’ to the net-non commissionable rate provided by the hotel as long as the mark up is NOT higher than the rate available on any public distribution platform with similar purchase conditions.
INVOICING TO TRAVEL AGENTS/ CUSTOMERS
In consideration of the Services of Hotel stay, invoice shall be issued by the Hotel directly to the Travel Agent or the customer as per the details including GSTIN which has been mentioned by the Travel Agent while booking their customer / guest. OFR shall disseminate the invoice mentioning details of stay and the gross amount charged by the Hotel including GST to the Travel Agent on the email ID mentioned by the Agent while booking the stay. It shall not be the responsibility of OFR to raise the invoice for the hotel stay i.e. Room and Taxes. It shall be the responsibility of the Hotel to ensure appropriate invoicing including GST compliance management.
• Steps for Invoice and its settlement – Commissionable Rates
1. Travel Agent will pay Onefinerate the total amount payable net of commission but including tax deducted at source of the Travel Agency commission
2. Onefinerate to transfer amount payable to Hotel from Travel Agency for its consideration of services.
3. Hotel to raise invoice to Travel Agent for consideration of its services.
4. Travel Agent invoice to OFR for commission received.
5. Onefinerate will deposit the TDS amount and the same would be reflected as TDS credit subsequently with the Travel Agent. The Agent would issue the tax invoice to Onefinerate 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 Onefinerate as an input tax credit.
• Steps for Invoice and its settlement – Net- Non commissionable Rates
1. Travel Agent will pay Onefinerate the amount payable to Hotel.
2. Onefinerate to transfer amount payable to Hotel from Travel Agency.
3. Hotel to raise invoice to Travel Agent for consideration of its services.
The refund will be due for only such transactions that are not bound by Hotel’s cancellation and guarantee policy as accepted at the stage of reservation.
Travel Agency agrees 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 willful misconduct. Travel Agency will use counsel reasonably satisfactory to Onefinerate to defend each indemnified Claim. If at any time Onefinerate reasonably determine that any indemnified Claim might adversely affect Onefinerate, then Onefinerate may take control of the defense at their expense. Travel Agency may not consent to the entry of any judgment or enter into any settlement of a claim without Onefinerate’s prior written consent, which may not be unreasonably withheld.
In the unlikely event that the Hotel overbooks and is unable to honor 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.
DURATION & TERMINATION
The contract is for an indefinite period of time and may be terminated by either party at any time without notice. Travel Agency’s obligations arising from existing reservations will survive the termination.
TERMINATION BY ONEFINERATE
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 account, business user account or use of any business features at our discretion with or without notice. Travel Agency is 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.
Neither party will be deemed to be in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, act of terrorism, war, pandemic, shortages of material or supplies or any other cause reasonably beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its diligent, good faith efforts to cure the breach. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months, at which point this Agreement may be terminated in accordance with the terms hereunder.
Travel Agency will (a) protect and not disclose information made available by Onefinerate that is identified as confidential or that reasonably should be considered confidential; (b) use this information only for internal purposes and in connection with 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 Travel Agency has received Onfinerate’s express written permission, Travel Agency will not otherwise use any trademark, service mark, commercial symbol or other proprietary right of Onefinerate, 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.
In order to use the Platform as contractually agreed, the parties are also entering into a contract for the third-party processing of personal data. The Travel Agency is solely responsible for compliance with data protection regulations within the scope of the personal data processed by the Platform.
OWNERSHIP AND INTELLECTUAL PROPERTY
The parties acknowledge that Onefinerate shall have the sole and exclusive ownership of all proprietary right, title and interest in and to the Platform and its services and all of its other technology, software, source codes, commercial relationships, products, platform system, including any patents, trademarks, service marks, logos, trade names, database rights, design rights, know-how and copyright (whether registered or not) in all territories, any enhancements thereto, any documentary or other materials regarding the use thereof and related thereto, and any applications for any of the aforesaid and any data or information, including confidential information provided to the other party in whatever form or media in this regard, and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world (together for the purpose of this section and the entire Agreement “Intellectual Property Rights”) . The Intellectual Property Rights are exclusively owned by Onefinerate and are fully reserved to Onefinerate. Onefinerate is absolutely free to use the Intellectual Property for any matter, purpose or need. Except as expressly provided in this agreement, Travel Agency may not copy, modify, sell, distribute, sublicense or in any manner transfer the Platform and Onefinerate services and/or the Intellectual Property Rights or attempt to do any of the foregoing and under no circumstance may Travel Agency reverse-engineer, decompile or otherwise attempt by any means to create or derive the source code related to the Intellectual Property Rights, nor authorize any third party to do the same. Travel Agency may use the Platform, Onefinerate’s services and/or Intellectual Property Rights only for the purposes contemplated hereunder. Travel Agency agrees not to use the Intellectual Property Rights for its own benefit except as expressly permitted herein. Any and all ideas, inventions, product enhancements and work product of any kind whatsoever made, devised, and/or discovered by the Travel Agency and/or its employees and/or subcontractors in connection with the Intellectual Property Rights, shall be the exclusive property of Onefinerate and Travel Agency shall cooperate reasonably in order to facilitate Onefinerate’s legal assertion and/or registration of such rights.
Travel Agency hereby grants to Onefinerate a non-exclusive, royalty-free, world-wide, non-transferable, non-assignable license during the term of this agreement, to use and reproduce customer data stored on the platform to such extent as necessary to allow Onefinerate to perform its obligations under this agreement and as reasonably inferred thereby.
1. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement to any third party without the express written permission of the other party, which permission will not be unreasonably withheld or delayed; provided, however, that Onefinerate may freely assign its rights and obligations under this Agreement to an affiliate or to a successor to all or a substantial part of its business activities relating to the subject matter of this Agreement. For greater certainty, a change of ownership of Onefinerate’s shares will not be considered an assignment of Onefinerate’s rights and obligations hereunder.
2. Successors and Assigns. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto.
3. Notices. Except as otherwise provided herein, any notice hereunder shall be in writing and shall be given by registered, certified or express mail, or reliable overnight courier addressed, or by facsimile, or by email. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed.
4. Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such determination will not affect any other provision of this Agreement, and the parties shall negotiate in good faith a replacement provision.
5. Counterparts. Any number of counterparts may be executed by the Parties. Each such counterpart shall be deemed to be an original instrument but all such counterparts, taken together, shall constitute one and the same Agreement.
6. No Implied Waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall it affect in any way the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.
7. Knowledge of a Party. For purposes of this Agreement, a party shall be deemed to know or have knowledge of facts or events to the extent that any of that party’s statutory officers personally knows or has knowledge of such facts or events, or upon one party having notified the other party, or its statutory officers, thereof.
8. Arbitration, Any and all disputes, controversies or differences which may arise between the parties under or in connection with this Agreement or for the breach thereof or as to the arbitrability of such disputes, controversies or differences, shall be finally settled by final and binding arbitration conducted in a place mutually agreed by the parties. The arbitration shall be conducted by one person (“Arbitrator”). The Arbitrator will be a person to be agreed between the Parties. If the parties cannot agree on the single arbitrator within 15 days after a party notifies the other of a dispute, then each party shall select an arbitrator and the arbitrators so selected shall choose another arbitrator who shall arbitrate the dispute. Should said arbitrators fail to agree on the identity of the Arbitrator within a reasonable timeframe, then the arbitrator shall be appointed by the Competent Court.
9. Entire Agreement. This Agreement represents the entire understanding between Onefinerate and Travel Agent with regard to the subject matter hereof, and supersedes all prior other agreements, instruments, understandings and/or communications (if such exists at all) between the Parties and the Parties hereby agree that upon execution of this Agreement all such other agreements, instruments, understandings and/or communications (if such exists at all) shall become void, null and of no further force and effect. This Agreement may not be and cannot be modified except by a written instrument signed by the parties hereto.
10. Modifications. Unless otherwise specifically agreed, Onefinerate shall be entitled to amend or add to these terms in accordance with this paragraph. Onefinerate shall notify the Travel Agency of such amendments or addenda in writing at least six weeks before they take effect. If the Travel Agency does not agree with the amendments or addenda to the contractual conditions, they can object to the changes within a period of one week from the date on which they take effect. This objection must be in text form. If the Travel Agency does not object, the amendments or addenda shall be deemed to have been accepted. Onefinerate shall specifically inform the Travel Agency of the consequences of their available options when providing notice of the proposed amendments or addenda. Amendments or addenda to this contract must be in writing to be valid.
11. Place of performance. The place of performance and the exclusive place of jurisdiction is the registered office of Onefinerate or New Delhi.
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.