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Camp Adda India Travel Private Limited, incorporated under the Companies Act, 2013 having its corporate office at GS7, Vasundhara Complex, Sec 16A, Vasundhara, Ghaziabad 201012, Uttarpardesh - India and registered office at C92, Lajpatnagar, Sahibabad, Ghaziabad 201005, Uttarpardesh - India (hereinafter referred to as "Company", which expression shall unless repugnant to the context herein, include its successors and permitted assigns);
And you, the Campsite/ Homestay / Activity /Accommodation ("Partner").
Execution & Performance: The Agreement shall be effective on and from the date of acceptance given by partner.
General Delivery Terms: The PARTNER declares that it has read and hereby accept the terms and conditions as mentioned herein.
GENERAL TERMS AND CONDITIONS
1. UNDERSTANDING OF THE PARTIES
During the Term (defined hereinafter) and for the consideration set out herein, PARTNER shall commit to Company a minimum number of PARTNER rooms and packages ("Inventory") as may be set out in campadda.com inventory management system ("LOGIN PANEL") available to Company for reservations/ distributions by the Company through various channels available to it.
2.1 This Agreement shall be deemed to have come into effect on and from the Effective Date and shall continue for a period of one year post the Effective Date ("Term") unless terminated by Company by giving one month’s written notice to the PARTNER ("Notice Period").
2.2 The Parties hereby agree that upon expiry of the Term or the renewed term, as the case may be, this Agreement shall automatically renew for a further term of 1 (One) year. Even after the termination of this Agreement, PARTNER shall honor any bookings made by Company’s customers up till the effective date of termination or expiry of this Agreement. Further, the Company reserves the right to terminate this Agreement with immediate effect in the event of any material or other breach of the provision of this Agreement by PARTNER including without limitation on the PARTNER's inability to offer Inventory, Inventory and rate parity not being maintained by the PARTNER, failure to issue invoices to customers, bankruptcy or winding up proceedings against the PARTNER, change of Control of the PARTNER or multiple escalations from customers against the PARTNER i.e., customer satisfaction index. PARTNER shall duly intimate Company of any change of Control. In the event of any such material breach, the PARTNER shall return the unexhausted Advance (defined below) within seven days of termination of this Agreement. If the PARTNER fails to return the unexhausted Advance, Company shall have an immediate right to encash the PDCs provided by PARTNER. In the event of any other breach of the provision of this Agreement, the Company may terminate this Agreement by serving a written notice of 30 days upon the PARTNER, provided such breach has not been remedied by PARTNER within aforementioned notice period of 30 days of such notice. For the purposes of this Agreement, a person shall be deemed to "Control" another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such other person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" shall have corresponding meanings.
3.1. In lieu of the Company providing services to the PARTNER/ Accommodation, the PARTNER/ Accommodation agrees to pay the considerations as stated in LOGIN PANEL ("Consideration").
3.2. All payments and considerations payable to the PARTNER pursuant to this Agreement shall be at net pricing, as may be defined in LOGIN PANEL and be subject to the PARTNER submitting all valid documents in respect of the following to the satisfaction of the Company within 7 (Seven) days from the execution of this Agreement:
(a) Certificate of incorporation, if company/ Partnership Deed, if Partnership firm or LLP;
(b) Copy of Pan Card;
(c) Lease Agreement, if any;
(d) Bank details, along with cancelled cheque;
(e) Copy of registration license;
(f) Sales Tax, Service Tax, VAT registration copy.
3.3. All the payments will be settled before the check-out formalities of the customer, except if the check in and check out is happening on a Saturday & Sunday or on Public holiday. In such cases payments shall be settled in the next two working days.
3.4. In case of immediate check in cases i.e. when the customer booked & checked in on the same day, then Company shall settle the payments on the next day of the check in.
3.5. In case of immediate check in cases on weekends/ holidays, the Company will settle the payments on next working day.
3.6. In case of advances paid to the PARTNER, the PARTNER may deduct the booking amount only after mutual decision between Parties, from the rotating advance amount paid to PARTNER.
4. MINIMUM ALLOCATION AND PARITY
4.1. The PARTNER/ Accommodation commit itself to make available a minimum number of rooms available for reservation via www.campadda.com (the "Minimum Allocation"). Company invites the PARTNER/ Accommodation to provide additional availability of rooms for certain periods as may be available or requested from time to time.
4.2. The PARTNER shall ensure that Rate Parity is maintained in respect of the Inventory being offered pursuant to this Agreement. For the purpose of this Agreement, "Rate Parity" shall mean the same accommodation, same room type, same dates, same bed type, same number of customers, same or better policies such as breakfast, reservation changes and cancellation policy as are available on the websites, apps or call-centers (including the customer reservation system), or directly at the PARTNER, with any competitor of the Company (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the PARTNER. In the event, the Company becomes aware that the prices being offered by the PARTNER are not at Rate Parity, the same shall be considered material breach of this Agreement and the Company shall be entitled to terminate this Agreement in accordance with Clause 2 of this Agreement.
5. SERVICE CONDITIONS
5.1. Company shall notify all reservations made to the PARTNER via email or as per the reservation formats mutually agreed between the Parties.
5.2. The rates shall be fixed by PARTNER and updated to Company's platform. At no point of time, Company shall allow booking of roomnights at a rate below the rates prescribed by PARTNER through the channel manager. Provided however, Company reserves the right to levy commission fee and/or cancellation charges in respect of such bookings. Additionally, Company may at its discretion also offer promotions and offers to promote the booking of PARTNER rooms.
5.3. The PARTNER agrees and undertakes to maintain inventory parity at all times during the Term of this Agreement. In the event it is found by the Company that PARTNER is not maintaining the same, it shall be considered a material breach and the Company shall be entitled to terminate this Agreement in accordance with Clause 2 of this Agreement.
5.4. The PARTNER 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 the Company or the customers of Company including without limitation acts which in Company's sole discretion may amount to defrauding the Company or its customers such as misuse or abuse of any benefits, accruals or offers made available by the Company.
5.5. Notwithstanding anything to the contrary, the tariffs, numbers or categories of the Inventory committed by PARTNER shall not be modified during the Term of this Agreement.
5.6. The PARTNER shall at all times honor all bookings and reservations done by Company’s customers, once the booking is confirmed by the Company. Further, PARTNER shall ensure that, once confirmed to the customer, no bookings shall be cancelled and/or modified, without the express consent of the relevant customer. Further, in case the PARTNER is unable to honor any such booking or reservation due to any reason whatsoever, the same shall be considered as a material breach. In such a case the PARTNER shall, at all times make accommodation at comparable (if not identical) or better alternate accommodation, at its own cost and expenses, to honour the confirmed bookings or reservations. The PARTNER shall be solely responsible for any consumer complaint arising out or in relation to PARTNER’s inability to honour the bookings.
5.7. All descriptions on the services and/or amenities at the PARTNER’s website as provided by PARTNER and available for view by customers/third parties should actually be provided for. If description for amenities and infrastructure do not match then this shall comprise of material breach by PARTNER and PARTNER shall indemnify the Company for any and all claims by customers/third parties arising from the same.
5.8. By making a reservation through the Company channels, a direct contract (and therefore legal relationship) is created solely between the PARTNER and the customer by means of the customer reservation. To the extent necessary, the PARTNER hereby empowers and grants the Company explicit authorization to conclude customer reservations on its behalf arising out of online PARTNER reservations for the PARTNER made by customers via the Company. Accordingly, any booking made through the Company's website does not imply that the accommodation services are being provided by Company which only acts as a platform to enable bookings to be made by the customer with the PARTNER. All accommodation services will be provided by PARTNER to the customer. Further, it is agreed by the PARTNER that, being the service provider to the customer, PARTNER shall be responsible and liable for providing the invoice at the time checkout by or otherwise to the customer.
5.9. The PARTNER is bound to accept a customer as a contractual party, and to handle the online reservation in compliance with the information contained on the Company channel at the time the reservation was made, including any supplementary information and/or wishes made known by the customer/guest.
5.10. PARTNER and Company may agree to jointly or severely undertake promotional, marketing and other activities, details of which shall be mutually agreed. Further, the PARTNER agrees and undertakes that Company shall be at liberty to offer discounts to the customers on behalf of the PARTNER to the extent as may be intimated on a periodical basis by the Company to PARTNER.
5.11. PARTNER also permits the Company, at Company's discretion to add convenience fees chargeable to its customers as considered appropriate by Company.
5.12. LOGIN PANEL will provide the PARTNER/ Accommodation with a user ID and password which allow the PARTNER to access the LOGIN PANEL. The PARTNER shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the LOGIN PANEL. The PARTNER shall immediately notify www.campadda.com of any (suspected) security breach or improper use.
6. REPRESENTATION AND WARRANTIES
The PARTNER represents and warrants to the Company that:
6.1. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so. The representation herein is in respect of all the Inventory also includes representation that the long term management contracts entered into by the PARTNER shall not cease, expire or terminate during the Term;
6.2. It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, more particularly for the services herein;
6.3. 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 Company , for use related to the services, and that any IPR provided by a Party will not infringe the marks of any third party;
6.4. It will provide such co-operation as the Company may reasonably request in order to give full effect to the provisions of this Agreement;
6.5. all information, content, images, facilities, amenities etc. available at the PARTNER’s website or provided by the PARTNER to the Company are true, correct and updated at all times;
6.6. The PARTNER shall at no time charge any extra charges, taxes and/or levies, over and above what has been specified at the time of booking. The PARTNER shall only charge the customer for any additional facility used by the customer which was not included while making the booking;
6.7. The execution and performance of this Agreement by either Party does not and shall not violate any provision of any existing Agreement, law, rule, regulation, any order or judicial pronouncement;
6.8. The PARTNER represents and warrants that all information provided to the Company which shall be contained on the PARTNER’s website or as shared with Company or any marketing or promotional materials in connection with the services of the PARTNER is true, accurate and correct as of the date of the Agreement.
7. CANCELLATION REFUNDS AND RETENTION POLICIES
7.1. Every booking shall be made, amended or cancelled by informing the Company in writing. The PARTNER undertakes that it shall ensure parity in respect of cancellation policy as well, across channels.
7.2. The cancellation, retention and refund policies of the PARTNER shall be uploaded/updated by the PARTNER to LOGIN PANEL and any modification thereto shall be intimated in writing to Company. PARTNER hereby confirms that such change in policies shall not be made applicable retrospectively and shall be applicable to only such customers who make reservations/booking post the publication of such policies.
7.3. If the Agreement stands terminated on account of breach of the terms of this Agreement and refunds pertaining to cancellations are owed to Company along with other dues, then such refunds shall be credited to Company’s account one week post such termination. In the event, this cancellation refund is not credited to Company’s account in the aforementioned time, then Company shall levy an interest at the rate of 24% per annum on such refund as penalty one week prior to termination of this Agreement. In the event of breach of the provisions of clause 5.3, without prejudice to other rights of the Company under the Agreement, in law or equity, Company inter alia reserves the right to withhold payments or cancel all future bookings.
8.1. PARTNER agrees and undertakes to defend, indemnify and hold harmless the Company and its affiliates, directors, officers and employees from any and all claims, demands, action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against the Company arising out or in relation to (i) any consumer complaints arising out of PARTNER’s services under this Agreement including but not limited to unavailability, deficiency and/or misbehaviors by any of their PARTNER staff; (ii) breach of any applicable laws pertaining to the subject of this Agreement; and (iii) breach of any of representations, warranties and obligations under this Agreement. Similarly, the Company shall, subject to the provisions of sub-clause (d) below, defend, indemnify and hold harmless the PARTNER and its directors, officers and employees from any and all claims, demands, action, suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against the PARTNER arising out or in relation to (i) breach of any applicable laws pertaining to the subject of this Agreement; and (ii) breach of any representations, warranties and obligations under this Agreement. PARTNER agrees to discharge all tax liabilities arising as a result of accommodation services provided by it to the customer. PARTNER also undertakes to provide Company with necessary documents to prove discharge of any tax in case the same is being demanded by any authority from Company.
8.2. The obligations set out in this clause shall survive the term of this Agreement.
8.3. The maximum aggregate liability of the Company under this Agreement shall be limited to the lower of either the unexhausted Advance or average bookings of the month immediately preceding the month in which the cause of action arose. No special, punitive or consequential damages shall be recoverable from the Company. It is further expressly understood and agreed that the Company shall not be liable to any third person for the damages or injuries which the said third person may incur directly or indirectly, as a result of any errors or omissions of the PARTNER or in connection with any bookings.
9. PROCESS FOR DEALING WITH CUSTOMER DISPUTES
9.1. In case the Company receives a complaint from a customer regarding the PARTNER, the Company shall communicate the same to the PARTNER and PARTNER shall be obligated to respond the same within 2 working days of intimation by Company. The resolution of the dispute will be based on facts of the matter at hand gathered from the PARTNER, the customer and any other third parties. The Company may at its sole discretion mediate such dispute between the PARTNER and the customer. The decision of the Company shall be final in respect of such a dispute. If the resolution involves refund by the PARTNER to the customer, the PARTNER shall refund such amount to the customer within 48 hours of the Company requiring the PARTNER to so. In the event no amount is refunded by the PARTNER, the same shall be refunded by the Company and such amount shall become payable by the PARTNER to the Company as debt owed to the Company and shall be paid by the PARTNER within seven days of being notified to do so by the Company.
9.2. The Company is not responsible for and disclaims any and all liability in respect of such claims from the customers. The Company may at all times and at its sole discretion (a) offer customer (support) services to a customer, (b) act as intermediate between the PARTNER and a customer, (c) provide -at the costs and expenses of the PARTNER alternative accommodation of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the PARTNER, or (d) otherwise assist a customer in its communication with or actions against the PARTNER.
9.3. In the event of a valid claim of a customer related to Rate Parity post investigation by the Company undertaken by the PARTNER, the Company shall promptly notify the PARTNER of such claim and provide the PARTNER with the relevant details of the claim. The PARTNER shall immediately adjust to the extent applicable the rate(s) made available on Company channels such that the lower rate is available for further booking(s). Furthermore, the PARTNER shall immediately adjust the rate in the reservation made by the relevant customer. Upon check out of the customer, the PARTNER shall offer the room for the lower rate and shall either (i) settle the difference between the booked rate and the lower rate by charging the customer for the lower rate, or (ii) refund (in cash) to the customer the difference between the two rates.
9.4. Overbooking and Cancellation: The PARTNER shall provide the rooms booked and in the event that the PARTNER is not able to meet its obligations under this Agreement for any reason whatsoever, the PARTNER shall promptly inform the Company via [Insert email id]; the subject line of each such email shall state 'Overbooking'. It is the sole obligation of the PARTNER to procure alternative PARTNER of equal or superior quality at its own expense and in the event that no Inventory is available on arrival, the PARTNER shall-
(i) find suitable alternative accommodation of an equal or better standard to the PARTNER holding the customer‘s guaranteed booking;
(ii) provide free private transportation to the alternative accommodation for the customer and other members of the customer’s party who are listed in the customer’s guaranteed booking, and
(iii) reimburse and compensate the Company and/or the customer for all reasonable costs and expenses (e.g. costs, alternative accommodation, transportation, telephone costs) incurred by the customer and/or the Company due to or caused by the overbooking. Any amount charged by the Company in this respect shall be paid within 14 days after receipt of the invoice.
9.5. The PARTNER is not allowed to cancel any online reservation.
10. LIMITATION OF LIABILITY
10.1. Neither Party shall be liable under this Agreement for any indirect, incidental, special, punitive or consequential loss or damage, any loss of profits, loss of business, loss of revenue and/or loss of goodwill, except in case of any infringement of intellectual property rights or any violation of law.
10.2. Further, notwithstanding anything in the Agreement to the contrary, the maximum aggregate liability of the Company under this Agreement shall be limited to the amounts received by the Company as commission in the month immediately preceding the month in which the cause of action arose. The obligations set out in this clause shall survive the Term of this Agreement.
No modification, amendment, waiver, discharge or termination of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
Each Party ("Disclosing Party") acknowledges and agrees that in connection with this Agreement, the other Party ("Receiving Party") will have access to sensitive information relating to the Disclosing Party including but not limited to business affairs, operations, products, processes, methodologies, plans, projections, know-how, market opportunities, suppliers, customers, marketing activities, sales and/or software ("Confidential Information"). The Receiving Party hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the performance of this Agreement. All such Confidential Information is and shall remain the exclusive property of the Disclosing Party.
The Receiving Party undertakes to use all precautions required to enable it to comply with all the terms of this Agreement and to ensure similar compliance of the same by its employees/ personnel.
Notwithstanding the foregoing, the obligation of confidentiality shall apply to any disclosure of information: (i) that is in or enters the public domain other than by reason of a breach by Receiving Party; (ii) that was in possession of Receiving Party prior to disclosure; (iii) required by law, legal process, or order of any court or governmental body having jurisdiction. Any breach of the aforementioned confidentiality obligations by either Party is considered material breach of this Agreement and non-defaulting Party shall be entitled to terminate this Agreement in accordance with Clause 2 of this Agreement.
11.3. Arbitration and Jurisdiction
All claims arising under this Agreement shall be resolved amicably by the Parties. If such dispute is not resolved amicably between the Parties within 30 days then the same shall be referred to arbitration. The arbitration proceedings shall be carried out by a sole arbitrator appointed mutually by the Parties in accordance with the rules and regulations under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted at Ghaziabad in English language. Subject to the above, the Parties agree to submit to the exclusive jurisdiction of courts at Ghaziabad in respect of any dispute under this Agreement. However, the Parties shall have the right to approach the courts at Ghaziabad at any time for injunctive relief.
All correspondence and notices under this Agreement shall be given in writing at the following address: In case of a change in address, each Party shall notify the other Party, in writing, about such change. If to PARTNER: At the address provided by the PARTNER
If to Company: Address- Camp Adda India Travel Pvt. Ltd, F606, Brave Heart Society, Rajnagar Extension, Ghaziabad 201001, India.
If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable under the laws of any state in which this Agreement shall be performed or enforced, then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement and the Agreement shall be modified to the extent necessary to make it enforceable.
11.6. Independent Parties
Parties acknowledge and agree that the relationship between them is solely that of independent contractors and nothing in this Agreement is to be construed as employer / employee, franchise/ franchisee, agent / principal, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking and the relationship is purely on principal to principal basis.
The clauses of this Agreement that are by their nature intended to survive shall so survive the Term of this Agreement.
Each of the Parties understands and acknowledges that each Party shall not assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the other Party. However, the Company may at any time assign or transfer all or any part of its rights or obligations arising under or in connection with this Agreement to any of its affiliate entities without requiring the prior written consent of the PARTNER.
11.9. Entire Agreement
This Agreement contains the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter.