Guest Onboarding Policy

Place: Kolkata, West Bengal, India

Law updated on Friday, 28 October 2022.

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.  By clicking on the “I ACCEPT” button on this electronic contract, you/user are consenting to be bound by this Agreement. Please ensure that you read and understand all the provisions of this document before you start using the IVY NEST, as you shall be bound by all the terms and conditions herein upon clicking on the “ACCEPT & CONTINUE” button on this electronic contract. If you do not agree or accept any of the Terms and Conditions contained herein, then please do not use the IVY NEST’s digital platform or avail any of the services being provided therein.

The Guest Onboarding Policy of the Company is as under.

1. Interpretation

In this Agreement: words importing the singular include the plural and vice versa; words denoting the masculine gender shall include the feminine gender and neuter gender; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); unless stated otherwise the words "include" and "including" shall be construed without limitation; all reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force; a reference to a clause, annex, annexure, appendix or schedule is a reference to a clause of or an annex, annexure, appendix or schedule to this Agreement. Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. the headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation of this Agreement; a disclosure of an item in writing referring to a specific Clause of this Agreement or specific Clauses of any Schedules and/or Annexure shall be deemed to be a disclosure only for the purposes of that clause and not for the purposes of any other provision of this Agreement; and where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings.

2. Property Listing
   1. The IVY NEST Patron shall, at all times, comply with respective terms and conditions associated with the use of the IVY NEST Platform, IVY NEST devices and Technological Know-how and acknowledges that Listing of the Property on IVY NEST Platform and other OTA’s is subject to IVY NEST on-boarding requirements and IVY NEST Policies. IVY NEST reserves the right to suspend, at any time, the Property listing from the IVY NEST Platform and other demand channels including OTA’s and make it unavailable for reservation by IVY NEST customers for reasons that are more particularly described under the Suspension of Listing clause. The revenue, inventory and booking management of the Property after the execution of this Agreement shall be managed by IVY NEST (including through its online and B2B sales channels). The IVY NEST Patron shall provide detailed particulars to IVY NEST on the Property and shall check the accuracy of all particulars on the IVY NEST Platform (including but not limited to name, location, map, amenities, etc.) and inform IVY NEST immediately of all discrepancies. The IVY NEST Patron agrees and acknowledges that in order to improve visibility of a Property on IVY NEST Platform and or any other websites, IVY NEST at its own expense, shall have the right to take and publish pictures of the IVY NEST Patron’s Property during the validity of this Agreement. It is understood and agreed by the IVY NEST Patron that the intellectual property rights for all such images shall rest solely with IVY NEST and IVY NEST in no way claims/guarantees with respect to the performance or saleability of the Property on account of the inclusion of the aforementioned particulars or pictures on IVY NEST Platform and or any other online or offline channels.
3. Contracted Rooms
   1. The IVY NEST Patron shall ensure that the Contracted Rooms, except the Non-Operational Rooms, shall be made available on the IVY NEST Platform for reservations by IVY NEST customers. Any and all rooms in the Property (Contracted Rooms or otherwise) shall at all times be under the operational control of the IVY NEST Patron. Notwithstanding anything stated herein, if the IVY NEST Patron defaults / breaches its obligation under this clause, including but not limited to listing of Contracted Rooms on any OTA directly, then the IVY NEST Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Service Fee for the last 3 months multiplied by the period from the date of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the event 3 (three) months have not elapsed before such breach is detected, the average Service Fee for the number of days elapsed since the Go-Live Date shall be considered while computing liquidated damages in accordance with the formula given above.
4. Non-operational Rooms & Blocked Rooms
   1. The IVY NEST Patron shall not use the Non-Operational Rooms for any commercial purpose whatsoever nor list such rooms with any third party including but not limited to OTA(s). In the event any Contracted Rooms are to be rendered as Non-Operational Rooms, the IVY NEST Patron shall share the details of the same, including but not limited to the purpose and duration of such blockage, with IVY NEST at least 10 (ten) days in advance. Furthermore, IVY NEST Patron shall intimate IVY NEST in the event any Non-Operational Rooms, other than Contracted Rooms blocked for maintenance, are rendered sellable/serviceable and to be included in the Contracted Rooms.
5. Corporate Channels
   1. IVY NEST may offer rooms and/or banquets at the Property (with/without Value Added Services) to certain IVY NEST corporate guests / IVY NEST customers under its own name as part of the B2B demand generated by IVY NEST. For this channel, IVY NEST may purchase the Contracted Rooms for resale to IVY NEST corporate guests. The IVY NEST Patron shall comply with the terms of the agreement between IVY NEST and such IVY NEST corporate guests.
6. Pricing
   1. IVY NEST shall have exclusive rights to determine the pricing of Contracted Rooms, publish such pricing for reservation by IVY NEST customers on the IVY NEST Platform, OTA and all online/offline channels and the IVY NEST Patron shall fulfil the bookings at such price. The IVY NEST Patron agrees and acknowledges that such pricing is dynamic in nature and is subject to change, and such price determination by IVY NEST is reasonable in nature. The IVY NEST Patron shall also honour the terms of any discount or promotional or incentive programs that IVY NEST offers to the IVY NEST customers from time to time.
7. Assured Check-In
   1. The IVY NEST Patron acknowledges that guest servicing is a key responsibility under this Agreement and the IVY NEST Patron agrees and covenants that it shall not deny check-in to any IVY NEST customer under any circumstances at the Property (i) so long the IVY NEST customer possesses a valid booking for the Property, through the IVY NEST Platform, OTA and/ or online/offline channels, (ii) has complied with the terms of the booking and (iii) such bookings were made during the Term of this Agreement. If the IVY NEST Patron denies check-in to any IVY NEST customer (including during the suspension of listing on the IVY NEST Platform or termination of this Agreement, where the booking was made prior to such suspension or termination, as the case may be), then the cost of shifting or relocating such IVY NEST customers, cost of compensating the IVY NEST customers for inconvenience and/or payment of penalties/ compensation/ damages/fines levied by a court of law and/or any ancillary cost, etc., shall be solely borne by the IVY NEST Patron and to that extent the IVY NEST Patron will keep IVY NEST completely indemnified. IVY NEST has the right to offset/adjust such amounts against monies due or payable to the IVY NEST Patron and reserves the right to levy penalties and/or liquidated damages (whether monetary or non-monetary) for such check-in denial under IVY NEST Policies. The IVY NEST Patron’s breach of this provision shall amount to a material breach of the terms of this Agreement.
8. Guest Stay Policies
   1. The IVY NEST Patron shall communicate its guest stay policies to IVY NEST at the time of listing, which shall be evaluated by IVY NEST and implemented only in case the same are approved by IVY NEST. In such an event, the guest stays policies provided by the IVY NEST Patron shall be applicable in addition to the IVY NEST Policies related to guest bookings published by IVY NEST. In case of any inconsistency between the guest stay policies provided by the IVY NEST Patron and the IVY NEST Policies, the IVY NEST Policies shall prevail. Any proposed changes by the IVY NEST Patron to its own policies shall be communicated in advance to IVY NEST and the IVY NEST customer, and will not be implemented without prior written consent of IVY NEST. The IVY NEST Patron confirms that it shall honour all the commitments made in the booking voucher at all times.
   2. Payment by guests: IVY NEST Patron agrees that he/she/it will accept both pre-paid and pay at property bookings of the guests, and IVY NEST reserves the right to establish and alter the ratio /percentage between pre-paid and pay at property bookings based on performance of the Property.
9. Property Branding
   1. The IVY NEST Patron, upon the execution of this Agreement, shall install such signage/branding and at such location, on the facade of the Property, as may be instructed by IVY NEST. Signages shall be placed as per IVY NEST’s discretion depending upon the demographics and size of the Property, in compliance with Applicable Laws. The IVY NEST Patron shall be solely responsible for bearing any and all costs associated with the affixation, removal of and any repair of damage caused to such signage and other material. Any applicable licenses required or taxes levied by the Central, State or local municipal authorities in this regard shall also be obtained / borne solely by the IVY NEST Patron.
10. Value Added Services
    1. IVY NEST may offer to the IVY NEST Patron an option to avail Value Added Services on the prices, terms and conditions associated with such services. Detailed value- added Services terms and conditions can be found at Ivy Nest Policies. If the IVY NEST Patron opts for such value-added Services, it agrees to pay the charges / fees set by IVY NEST, which the IVY NEST Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for VAS may be periodically modified, in the sole discretion of IVY NEST. The IVY NEST Patron may opt out of any VAS if it chooses or does not agree to any modification of the same, unless a minimum VAS period is specified in the respective VAS policy or in IVY NEST’s reasonable opinion such value-added Service is critical to guest experience and provision of its Services. Any fees paid or approved until the date of cancellation of the value-added Service will be non-refundable.
11. Introduction of New Products
    1. IVY NEST may, from time to time, introduce IVY NEST Products and will notify the IVY NEST Patron accordingly and will be available at IVY NEST Policies. Each of the IVY NEST Products may carry specific terms and conditions including fees. If the IVY NEST Patron opts for any specific IVY NEST Product, it agrees to pay the charges / fees set by IVY NEST, which the IVY NEST Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for the IVY NEST Product may be periodically modified, in the sole discretion of IVY NEST and the IVY NEST Patron shall be informed of the same. The IVY NEST Patron may opt out for any IVY NEST Product if it chooses or does not agree to any modification of the same, unless a minimum period is specified in the respective IVY NEST Product terms or in IVY NEST’s reasonable opinion such IVY NEST Product is critical to guest experience and provision of its Services. Any fees paid or approved until the date of cancellation of the IVY NEST Product will be non-refundable.
12. Invoicing
    1. The IVY NEST Patron shall, for each valid booking, irrespective of its mode of payment (prepaid or pay at Property), issue a valid GST invoice with the full value of payment, to the IVY NEST customer in the manner set forth under this clause. If the IVY NEST Patron does not have a GSTN, then the IVY NEST Patron shall issue a non-GST invoice to the IVY NEST customer. Notwithstanding the forgoing, the IVY NEST Patron shall remain liable to ensure compliance with all applicable tax laws including payment of all applicable taxes
    2. The parties agree that it shall at all times be the IVY NEST Patron’s obligation and responsibility to issue timely invoices to IVY NEST customers. A valid invoice must have the following components, unless otherwise required by law:
       1. Invoice Number
       2. 6-digit service code (SAC)
       3. Tax segregated as CGST + SGST
       4. GSTN Number (of person issuing invoice, if applicable)
       5. Place of Supply
       6. Date of issuance
       7. Valid Signature
    3. IVY NEST may offer sale of rooms with/without value added services to certain guests under its own name. In such cases IVY NEST Patron shall issue Tax Invoice/Bill of Supply in the name of IVY NEST. If GST credit on such invoices is not passed to IVY NEST, then IVY NEST will deduct the GST credit amount while making payment to the IVY NEST Patron.
    4. IVY NEST reserves the right to withhold and/or release applicable GST if the IVY NEST Patron does not hold a valid GST registration.
    5. If the IVY NEST Patron is registered for GST, it is mandatory for the IVY NEST Patron to share its GSTN with IVY NEST and include the same in all invoices to guest(s), failing which IVY NEST shall presume that IVY NEST Patron is not GST registered. If the IVY NEST Patron does not hold a valid GST registration, IVY NEST shall deduct applicable GST and deposit the same in the Govt. treasury and recover/withheld the same from the amount payable to the IVY NEST Patron, recover any shortfall thereof.
13. Scope of the Policy
    1. The Vendor understand and agrees to the competency and capability of the Company’s business. Therefore, as a consequence, the Vendor agrees to provide goods/products or vendor services as per the terms set henceforth in this Agreement.
    2. The Vendor also acknowledges the existence of contractual obligations between the Company and itself and therefore, agrees to bind itself with the conditions of this Agreement. The Vendor also acknowledges that it has competency and expertise to satisfactorily carry out its obligations as per this Agreement.
    3. The company shall be empowered to amend such terms of service or scope of service from time to time as per the requirement of business.
14. Fee and Payment
    1. The Company will be obliged to make a payment within <Mention Days> days from the commencement of the services or Delivery of the goods. However, the Company shall make a payment in advance by using the card or bank transfer or any other valid mode, if it deemed necessary.
    2. The Vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.
15. Confidentiality
    1. Either Party hereby agrees and undertakes to maintain utmost confidentiality with respect to Confidential Information furnished by the Disclosing Party to the Receiving Party or which comes within the knowledge or possession of the Receiving Party or its personnel, as a result of association with the Disclosing Party under this Agreement. The Receiving Party shall take necessary precautions, acceptable to the Disclosing Party to keep the Confidential Information secret and confidential.
    2. The Confidential Information shall not be used by the Receiving Party or its personnel for any purpose other than pursuant to or for the purpose of this Agreement, and, in particular, the Receiving Party shall not use the Confidential Information for its own benefit.
16. Content & Data Protection
    1. Content consists of all data, software, and information that Consumer or its authorized users provides, authorizes access, Use of the Service will not affect Company's ownership or license rights in such Content. The Company its affiliates, may access and use the Content solely for the purpose of providing and managing the Service. Company will treat all Content as confidential by not disclosing Content except to Company/Service Provider’s employees and contractors and only to the extent necessary to deliver the required Services.
    2. The Vendor hereby undertakes that it would not, under any circumstances, share or sell any data of the Company or its users that it may receive through any means via this Agreement to any third party.
    3. Both the Parties acknowledge that they may have access to certain Data as defined under the Definitions clause. Both the parties undertake that if any data is accessed or is made available to any of their employees, agents or contractors and any other related party, they would not store, copy, imitate, record, analyse, photograph or video graph or use any other technique that may be used to manipulate this data. 
17. Indemnity & Limitation of Liability
    1. The Vendor shall indemnify and hold harmless the Company/First Party, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) arising out of or in connection with (i) infringement of intellectual property rights of any Party/organisation/person by the Vendor or its personnel; (ii) infringement of third party intellectual property rights by the Vendor or its personnel; (iii) violation of any applicable laws and statutory obligations by the Service Provider or its personnel; (iv) gross negligence and/or misconduct by the Freelancer or its personnel; (v)  breach of any obligation, terms, representation, warranties and covenants under this Agreement.
    2. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential loss, damage, cost or expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has been advised of its possibility.
18. Governing Law and Dispute Resolution
    1. The vendor acknowledges that the present agreement is governed by the Indian Contract Act, 1872 and other relevant laws of India. Any and all the procedures, legality, liability that may arise will comply with the above-mentioned laws.
    2. The company and the Vendor hereby agree that they intend to discharge their obligations in the utmost good faith. They, therefore, agree that they will, at all times, act in good faith and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion.
    3. If the dispute is not resolved through mutual discussion, the parties shall be bound to submit all disputes and differences howsoever arising out of and in connection with this Agreement to courts of Kolkata, West Bengal, India.
    4. Each Party shall bear the cost of preparing and presenting its case, including fees and expenses of the arbitrators, shall be shared equally by the Parties, unless the award otherwise provides.
19. Contact us
    1. If you have any grievance you may contact at the following address.
       Ivy Nest
       accounts@ivynestapartments.com