Terms & Conditions

Partnership Agreement with Property Owners

This Partnership Agreement with Property Owners (the “Agreement”) is entered into at Kolkata, West Bengal, India on the listing date. (the “Effective Date”).

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.

WHEREAS, the Ivy Nest is engaged in the business of accommodation and rental solutions that renders its services to the students and working professionals.

WHEREAS, the Owner/You is an owner of the property (Apartment, Hotels etc.) who is interested in listing his property or premises at the platform of Ivy Nest Apartment.

AND WHEREAS, the Parties are now desirous of entering into the present Partnership Agreement in order to record the terms and conditions and also record the arrangement as agreed to by and between the Parties. 

NOW THEREFORE, in consideration of the promises, representations, warranties, covenants, conditions and other obligations herein and good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

1. Definitions & Interpretations

• “Account” shall mean the account created by the IVY NEST Patron on the IVY NEST Platform. 
• “Applicable Law” shall mean the requisite information in relation to the IVY NEST Patron, including but not limited to Property details, personal details, copy of government identification, corporate identification, banking information, tax documentation etc.
• “Approvals” shall mean all necessary approvals, permissions, authorizations, consents, clearances, licenses and notifications as may be applicable or required from any governmental, regulatory or departmental authority (central or state or local, including building sanctions, lift operating licenses, fire department clearance, tourism, local municipality approvals and licenses etc.) required by the IVY NEST Patron to carry on its business from the Property, which are valid and have not ceased or extinguished or suspended due to any reason.
• “Contracted Rooms” shall mean the number of rooms listed on the IVY NEST Platform under this Agreement other than the Non-Operational Rooms at the Property for listing on IVY NEST’s Platform and other OTA’s. Contracted Rooms shall at all times be under the operational control of the IVY NEST Patron.
• “Commercial Terms” shall mean the financial terms associated with the provision of Products and Services under this Agreement as first agreed above and/ or agreed subsequent to the signing of this Agreement based on which commission(s) and fee(s) will be charged by IVY NEST
• “Data” shall mean any and all information (whether in verbal, written, manual or electronic form) received by IVY NEST and/or the IVY NEST Patron through the IVY NEST Platform, OTA, call canters, travel agents, directly from the guests, at the Property and/ or exchanged / received pursuant to the of acceptance of these Terms which includes but is not limited to IVY NEST’s information, IVY NEST Patron’s information, Property description and images, guest information, guest histories and preferences, guest identification details, etc
• “Direct Guest Charges” shall mean any amounts charged by IVY NEST directly to guests towards guest experience which does not form part of the Revenue, and if collected by the IVY NEST Patron, the same shall be paid to IVY NEST.
• “Go-Live Date” shall mean the date when the Property is listed and made available for bookings on the IVY NEST Platform.
• “Non-Operational Rooms” shall mean the number of rooms other than the Contracted Rooms at a Property that are either retained by the IVY NEST Patron for own use and/or are non-sellable/non-serviceable and/or are under maintenance during the term of this Agreement.
• “OTA” or “Online Travel Agent” shall mean all online travel agents, meta channels, online aggregators or any other online search engines where the Property is listed.
• “OTA NOC” shall mean the no objection certificate executed by the IVY NEST Patron to assign its OTA credentials to IVY NEST.
• “Patron, you, your, yourself” shall mean the company, individual, joint owner, partnership firm or a limited liability partnership entering into this Agreement and such IVY NEST Patron may be the owner, lessor or operator of the Property.
• “IVY NEST Platform” shall mean and include the website www.Ivy Nestrooms.com, any and all subdomains thereof, and any other websites through which IVY NEST makes the services available, our mobile, tablet and other smart device applications, and application program interfaces.
• “IVY NEST Policies” or “Policies” shall collectively mean the time of acceptance of these Terms, and as may be updated from time to time and policy that may be issued by IVY NEST from time to time, including in relation to Standard Operating Procedures, Service Standards, Value Added Services, Product and Policies, Guest Booking Policy, Branding Policy, Quality Score/ 3C Policy, Privacy Policy, etc., and/or such other policies as referred above in the Terms.
• “IVY NEST Products” or “Products” shall mean the offerings introduced by IVY NEST during the course of this Agreement whether physical/electronic or in the form of a service solely for the purpose of augmenting the IVY NEST Patron’s experience with IVY NEST or enhancing guest experience.
• “IVY NEST Policies” or “Policies” shall collectively mean the time of acceptance of these Terms, and as may be updated from time to time and policy that may be issued by IVY NEST from time to time, including in relation to Standard Operating Procedures, Service Standards, Value Added Services, Product and Policies, Guest Booking Policy, Branding Policy, Quality Score/ 3C Policy, Privacy Policy, Digital Audit Policy, IVY NEST Secure Policy, Transformation Standards Policy etc., and/or such other policies as referred above in the Terms. IVY NEST Policies are available at https://ivynestapartments.com/
• “IVY NEST Services” or “Services” shall mean all the services offered by IVY NEST to the IVY NEST Patron pursuant to the terms of this Agreement for the purpose of equipping the IVY NEST Patron with enhanced operational capabilities, guest experience, technologies, demand channel and inventory management capabilities and revenue management services that enable the IVY NEST Patron to compete better, achieve higher occupancies through demand generation for the Property, generate Revenue and improve earnings by listing their Property on the IVY NEST Platform and other OTA’s
• “IVY NEST Secure” shall mean a certain amount deposited in a secure wallet by the IVY NEST Patron as set out under the corresponding slab under Commercial Terms, which gets adjusted with the payment reconciliation.
• “IVY NEST Wizard” or “IVY NEST Wizard Program” shall mean the customer loyalty program offered by IVY NEST to guests who upon payment of a membership fee avail certain discounts for their bookings for the membership duration in addition to availing any additional services which may be offered to other members of the IVY NEST Wizard Program from time to time.
• “Platform Fee” shall mean the percentage of the Revenue towards use of IVY NEST’s Technological Know-How
• “Property” shall mean the hotel / homes / flat / apartment, owned / leased and/or operated by the IVY NEST Patron.
• “Revenue” for the purpose of calculation of Platform Fee and Demand Fee, shall mean all revenue generated from a guest’s stay at the Property including but not limited to the following:
• ​all applicable charges for accommodation at the Property;
• charges for room upgrades including applicable fee for early check-ins and late check-outs;
• sale of room packages or any other tour and travel packages sold at the Property;
• booking through OTA(s), other online channels and walk-in(s); 
• IVY NEST Patron references and other services provided; 
• All applicable levies, cesses, duties whether imposed by local / state / central authorities (wherever applicable), whether charged separately or not;
• charges for food and beverages/meal plan (availed through the IVY NEST Platform or any other online/offline demand channel managed by IVY NEST); and
• revenue from any chargeable activity (availed through the IVY NEST Platform or any other online/offline demand channel managed by IVY NEST) incurred during the guest’s stay at the Property.
• “Service Fee” shall mean a certain percentage (%) of Revenue charged as per the corresponding slab set out under the Commercial Terms towards the demand generation for the Property through managing all the demand channels, both online and offline, including but not limited to IVY NEST Platform, OTA, IVY NEST offline sales, IVY NEST call centre, walk-ins and may or may not include fees for Value Added Services or Products. However, Service Fee shall be reduced to the extent of any discounts and incentives offered by IVY NEST from time to time.
• “Service Standards” shall have the meaning ascribed to it under Clause 3(H) of this Agreement and / or any other Policy issued by IVY NEST to lay down standards and parameters for measuring the performance of the Property, including but not limited to guest experience
•  “Transaction Tax” means a mandatory charge determined/ determinable with reference to transaction(s), (on purchase/sale or rendering / receiving of service/ goods) to be levied under the Applicable Law or administrative order in force, including but not limited to value added tax, sales tax, goods and service tax, excise tax, sales and use tax, consumption tax, municipal tax, tourism tax, lodging tax, digital service tax or by whatever name called and includes interest, penalties and fines.
• “Technological Know-how”  shall mean to include but not be limited to the systems developed or used by IVY NEST in order to enhance the IVY NEST Patron’s management of the Property and performance in the nature of proprietary and distinctive techniques, technology, software’s, training methods, operating methods, designs and decor, apparel, colour schemes, furnishings, marketing materials, promotional strategies, booking and guest management systems, revenue management services, OTA management services, along with, additional innovation and updates that IVY NEST brings to its systems and processes.
• “Term” shall mean a period of 12 months commencing from the date first mentioned above and any renewal thereof, in accordance with its Terms.
• “Value Added Services” or “VAS” shall mean new or improved technologies, tools, applications and services developed and introduced and offered by IVY NEST to the IVY NEST Patron to enhance occupancy, guest experience, etc. in relation to the Property from time to time.
• “Walk-in Waiver” shall mean a certain percentage (%) of Service Fee charged on the Walk-in Revenue generated at the Property, which may be waived by IVY NEST, in accordance with its Terms.
• "Walk-in Revenue" shall mean to include all booking and associated services revenue generated at the Property except booking revenue generated through the IVY NEST Platform and/or other demand channels managed by IVY NEST including OTA.
• 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. Relationship of the Parties

• The Parties agree and acknowledge that the second party is an Independent Vendor and does not have any authority to enter into agreements or contracts on behalf of the Company, and shall not represent that it possesses any such authority. Vendor or Second Party shall be independent in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.

3. Terms of Service

• By accepting to onboard your property on the IVY NEST platform, the IVY NEST Patron agrees to be bound by the Terms of Service mentioned herein, Terms & Conditions of IVY NEST Platform, the commercial terms agreed during the onboarding process along with the recommended IVY NEST Policies available at https://www.Ivynestapartments.com/terms-and-policies/ Co-IVY NEST application, including such other supplemental policies and terms linked to in these Terms which are incorporated by reference, which collectively form part of your agreement with IVY NEST (collectively referred to as “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from availing our services of listing your property on the IVY NEST Platform.
• “IVY NEST”, “we”, “us” or “our” refers to the IVY NEST entity set out on Appendix 2 with whom you are contracting. The Terms constitute a binding legal agreement between you and IVY NEST which will govern your access to and use of the IVY NEST Platform.
• This Agreement will equip the IVY NEST Patrons with the capability and technology to enable them to compete better, achieve high occupancies and improve earnings, by listing their Property, on IVY NEST’s Platform to offer accommodation and various other services to IVY NEST’s customers in search of quality accommodation.
• The details of the Property/Apartment/Premises are mentioned as Descripted and selected by owner at IVY Nest Website/App or IVY Nest Platform which is an integral part of this agreement.

4. Use of Ivy Nest Platform

• IVY NEST makes the IVY NEST Platform available only to IVY NEST Patrons who have created an Account on IVY NEST Platform and provided the Account Information. You will be responsible for accuracy and integrity of the Account Information provided for the Account and to keep the Account Information up to date. Any updates to the Account Information will only be applicable once the same has been verified by IVY NEST. Further, you are fully responsible for all activities that occur under your Account. In this regard, you authorize IVY NEST to make any inquiries (either directly or through third party agencies) to verify your identity. This process may include (I) searching third-party databases and requisitioning associated reports, (ii) requesting you to furnish a government identification (e.g., driver’s license, passport etc.), along with other information about you; or (iii) requesting you to furnish documents to confirm ownership or any other right to onboard the Property, banking information and other details as deemed necessary by IVY NEST. IVY NEST reserves the right to terminate, suspend, or limit access to the IVY NEST Platform in the event we are unable to obtain or verify any of the information necessary to complete the Account Information.
• Once the Account is activated, IVY NEST grants the Patrons, during the period of this Agreement and subject to the terms and conditions hereof, the permission to (I) utilize the Technological Know-How and (ii) be listed on the IVY NEST Platform, to market or promote bookings, to provide accommodation services to IVY NEST customers.
• The Patron acknowledges that it shall provide its services to the IVY NEST customers as per the operating standards which may be prescribed by IVY NEST, from time to time, (whether IVY NEST customer is attracted through IVY NEST Platform or otherwise).
• IVY NEST may advise the Patrons in modifying the Premises to uplift revenue generation opportunities for the Patron and enhance the consumer experience.
• All operating costs, including the cost of employees, manpower, consumables, utilities, rents, taxes, Approvals, safety & security measures, etc. shall be the sole responsibility of the Patron.
• In case the Patron opts, IVY NEST may provide the Patron, at the Patrons’ sole cost and expense, with a digital tablet or any other device to manage all check-in and check-out from premises and record the payment receipt. Patrons shall be solely responsible for the safe and proper operation of such devices. Patrons shall ensure that the device is not used to make any fraudulent booking or any other illegal purpose that may compromise the records or the accounts of the Patron or IVY NEST. Patrons shall be liable to bear the cost of replacement or repair of the device in case any damage is caused to the device. Patrons shall assign the use and operation of the device to its authorized representatives and Patrons shall remain responsible as a principle to the act of its agents. You acknowledge that you have read and agreed to the Device Usage Terms. In the event the IVY NEST Patron opts for the digital tablet or any other device, the IVY NEST Patron shall ensure that all bookings are undertaken through such digital tablet or any other device provided by IVY NEST and/or the IVY NEST Platform only. The IVY NEST Patron will not use, for any reason whatsoever, any alternate means (phone/ emails) to connect with the customer in parallel to take any unaccounted or direct bookings and thereby circumventing the process. Any act on the IVY NEST Patron’s part to circumvent the process shall be treated as a material breach of the understanding between the parties and the IVY NEST Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages set out under Clause 2 (C) below.
• The IVY NEST Patron acknowledges that its performance may be ranked and measured in accordance with the IVY NEST Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by IVY NEST from time to time, and the customer feedbacks and reviews. The IVY NEST Patron agrees that the ranking and performance rating shall be as per the sole opinion of IVY NEST and the same shall not be subject to dispute by the IVY NEST Patron. IVY NEST shall have the sole discretion to change the terms of the said policy from time to time.
• The IVY NEST Patron acknowledges that its performance may be ranked and measured in accordance with the IVY NEST Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by IVY NEST from time to time, and the customer feedbacks and reviews. The IVY NEST Patron agrees that the ranking and performance rating shall be as per the sole opinion of IVY NEST and the same shall not be subject to dispute by the IVY NEST Patron. IVY NEST shall have the sole discretion to change the terms of the said policy from time to time
• Due to the nature of the Internet, IVY NEST cannot guarantee the continuous and uninterrupted availability and accessibility of the IVY NEST Platform. IVY NEST may restrict the availability of the IVY NEST Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the IVY NEST Platform. IVY NEST may improve, enhance and modify the IVY NEST Platform and introduce new IVY NEST Services from time to time. In case of any such interruption, the IVY NEST Patron shall at all times honour the reservations made by IVY NEST customers on the IVY NEST Platform, OTA and all online/offline channels as the case may be. 

5. Service Standards

• The patron shall:
• operate the Property round the clock throughout the Term in accordance with the terms of this Agreement;
• shall maintain adequate staff to provide seamless services to IVY NEST customers;
• update itself on and shall always comply with all the Applicable Laws and IVY NEST Policies.
• maintain a safe, hygienic, secure and sanitised Property at all times;
• take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Property and guidelines under the IVY NEST Policies related to Safety & Security, including Emergency Response Protocols and
• extend its unconditional cooperation and support towards handling any IVY NEST customer complaints and request for information raised by law enforcement agencies at any time during the subsistence of this Agreement and even thereafter. 

6. Suspension of Listing

• Notwithstanding, anything to the contrary herein contained, IVY NEST reserves the right to suspend the IVY NEST Patron’s Property and thereby suspend access to all bookings for the Property (received through the IVY NEST Platform and / or other demand channels) till such time as the outstanding issues are resolved.
• Property may be suspended under the circumstances listed below or other such circumstances as IVY NEST deems fit: 
• failure of IVY NEST Patron to comply with the IVY NEST Policies and the terms of this Agreement;
• any civil or criminal or tortious acts, commissions and omissions by the IVY NEST Patron, its employees, representatives, independent contractors;
• failure of IVY NEST Patron to comply with the Applicable Laws and regulations, including but not limited to obtain requisite Approvals as may be required to operate the Property or renewals thereof and/or maintain registers and records, etc.;
• any inquiry / investigation against IVY NEST Patron or the Property which is pending with the law enforcement agencies or any government department;
• risk of safety or security of IVY NEST customers, IVY NEST employees, representatives, officials including but not limited to threat or assault;
• ongoing business dispute with the IVY NEST Patron involving settlement and reconciliation of accounts;
• instances of force majeure that render a Property unfit for receiving reservations from IVY NEST customers.
• the Property has a continued low guest experience score.
• change in ownership of Property or if the IVY NEST Patron fails to perform its obligations under the ownership documents;
• Property is undergoing renovation;
• IVY NEST Patron undertakes acts of disparagement towards the business and/ or brand and/ or reputation and/ or goodwill of IVY NEST;
• Failure to maintain Secure deposits
• Any information provided by the IVY NEST Patron to IVY NEST, including on IVY NEST Platform, is found to be false, misleading or inaccurate; and
• For any other reasons such as denial of check in to guests who have valid bookings/ reservations, poor safety and hygiene etc.
• Notwithstanding, IVY NEST shall be absolved of all obligations under the Agreement for the duration in which the IVY NEST Patron’s Property is suspended. The IVY NEST Patron shall indemnify, defend and hold harmless IVY NEST, its officers, directors, employees, agents and assigns against all losses, damages, liabilities, costs or expenses arising out of any actions, disputes, litigations brought against IVY NEST by (including but not limited to) any customer, private or government authority on account of the IVY NEST patron's breach of the terms herein or due to reasons that led to the IVY NEST Patron’s Property being suspended or issues that may arise at the IVY NEST Patron’s Property while the Property is suspended. 

7. OTA related Terms

• The IVY NEST Patron hereby authorises IVY NEST to operate and manage all OTA channels on its behalf by executing the OTA NOC for the designated OTA partners and shall hand over all applicable OTA credentials (including password) of the Property to IVY NEST at the time of entering into this Agreement without any delay.
• By executing the OTA NOC, the IVY NEST Patron authorises IVY NEST and confirms that it has no objection with IVY NEST initiating a new listing on revised terms and conditions under IVY NEST's name and discontinuing the old listing on the OTA channels.
• IVY NEST may create a new listing or rename the Owner’s existing OTA listing to reflect IVY NEST’s brand name of the Premises for which the services are being rendered by IVY NEST.
• IVY NEST may also change any password recovery information to enable it to operate the OTA accounts independently.
• The IVY NEST Patron agrees to promptly deliver and duly execute any and all such further instruments and documents and to take such actions as may be reasonably required by IVY NEST in order to obtain the full benefit and to implement the rights and powers granted by IVY NEST Patron to IVY NEST to control the Property’s’ OTA accounts pursuant to the Agreement.
• All pre-existing and new listings of the Property at any online or offline platform shall be branded and managed by IVY NEST which shall include adding, removing or modifying the name, phone, website, pictures and amenities of the Property. IVY NEST will manage and be responsible for complete revenue, pricing, inventory, and booking management for 100% of the Contracted Rooms inventory at the Property The payments receivable from the OTA will be received by IVY NEST in IVY NEST’s bank account.
• IVY NEST reserves the right to subsume any commission/fees charged by the OTA(s) in connection with the listing of the Property or pass-on or charge the IVY NEST Patron additionally for the same. 
• If the Property is not able to go-live on any of the OTAs with IVY NEST listing due to any payment pending by the IVY NEST Patron to the OTA, IVY NEST may, at its discretion, make the respective payment to the OTA on behalf of the IVY NEST Patron and recover/ adjust/offset this amount in its reconciliation statement and /or increase the IVY NEST’s Service Fee applicable for the Property proportionately.
• The IVY NEST Patron agrees and hereby authorises IVY NEST to engage with or respond to ratings, reviews and customer feedback received through any OTA where the Property is listed.
• The IVY NEST Patron may opt for Value Added Services in relation to its Property listing with an OTA and the cost of any such services shall solely be borne by the IVY NEST Patron.
• The IVY NEST Patron shall hand over OTA credentials of the Property to IVY NEST and shall cease to operate or to cause to operate the Property, directly or indirectly on any OTA handles other than through IVY NEST, during the Term. In the event the IVY NEST Patron breaches its obligation as set out under this clause, the IVY NEST Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages set out under Clause 10 (C) below. 

8. Brand Exclusivity

• IVY NEST has made and is making considerable investment in its business and associated technology to create a distinguished range of service offerings to its IVY NEST Patrons as well as guests. IVY NEST Patrons who have executed the Agreement and fulfil the conditions herein are entitled to have their Property marketed under the agreed IVY NEST Marks. The IVY NEST Marks are associated with the Property as an identifier that the Property is availing the services of IVY NEST and has opted to be listed on IVY NEST Platform. It is hereby clarified and acknowledged by the IVY NEST Patron that the usage of IVY NEST Marks along with the brand names of the Property/IVY NEST Patron shall not be considered to be any form of joint branding/joint ownership of the name/trademarks.
• Other than as provided under the terms of the Agreement, the IVY NEST Patrons shall not, during the period of the Agreement, enter into any other agreement directly or indirectly to list the Property (whether with or without the IVY NEST Marks) with any other online or offline platforms in any manner for selling/ marketing / promoting Contracted Rooms at the Property.
• Notwithstanding anything stated herein, if the IVY NEST Patron defaults / breaches its obligation under this clause 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 IVY NEST 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.
• In addition to the remedy provided in abovementioned Clause, IVY NEST shall have a right to suspend/withdraw the IVY NEST Patron's right to associate their Property with the IVY NEST Marks and/or terminate the Agreement.

9. Right to Audit and Inspect

• The IVY NEST Patron is obligated to fully and accurately report all Revenue generated from the Property including disclosure, upon request, to IVY NEST, records of all charged check-in and check-out at the Property. In order to ensure strict compliance with Revenue reporting and account reconciliation for the Property, IVY NEST shall have a right (but not an obligation) to undertake periodic digital and/or physical audits/ surprise checks to ensure that the IVY NEST Patron is adhering to the terms of this Agreement, including IVY NEST Policies, from time to time. IVY NEST shall have a right to conduct such audits without prior notice through its representatives, third party audit agencies and/or mystery customers. Based on the audit findings, IVY NEST may as it deems fit and appropriate, recover the unreported Revenue in addition to imposition of penalties as per the prevailing IVY NEST Digital Audit Policy during its weekly/monthly account reconciliations with the IVY NEST Patron. The IVY NEST Patron shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.
• Additionally, IVY NEST shall have a right to review the customer / visitors records and/or financial / other records of the IVY NEST Patron pertaining to the Property and/or this Agreement. The IVY NEST Patron shall cooperate during such audit / inspection, or any inspection / investigation carried out by any IVY NEST, or any third-party audit agency appointed by IVY NEST and/or any government authority(ies) and provide necessary support and correct information, records, documents, etc. The IVY NEST Patron shall also provide uninterrupted access to IVY NEST’s authorised personnel / representatives to the Property for such inspection / audit. 

10. Set off

• IVY NEST may set off any obligation that is due and payable and is owed or which is required to be performed by the IVY NEST Patron under this Agreement against any obligation owed by IVY NEST to IVY NEST Patron, whether under this Agreement or otherwise. If an obligation is unascertained or unliquidated, IVY NEST may in good faith estimate the obligation and set off in respect of the estimated amount, in which case when the obligation is ascertained or liquidated, IVY NEST or the IVY NEST Patron shall make a payment to the other (as appropriate) in respect of any amount by which the ascertained or liquidated amount differs from estimated amount.
• The IVY NEST Patron acknowledges and agrees that IVY NEST will not be obliged to pay any amounts to the IVY NEST Patron under this Agreement so long as any sums, which are then due from the IVY NEST Patron under this Agreement remain unpaid and any such sums, which would otherwise be due will fall due only if and when the IVY NEST Patron has paid all such sums except to the extent IVY NEST otherwise agrees or sets off such amount against such payment pursuant to the foregoing.

11. Taxes

• IVY NEST and the IVY NEST Patron, with respect to the services rendered or products offered in their respective capacity, are solely responsible for compliance of Transaction Taxes. For the avoidance of doubts, It is clarified that the IVY NEST Patron is solely responsible for providing accommodation and other associated services in respect of and in relation to the stay of the guest at the Property, irrespective of the booking channel through which reservation is made or to whom the payment for such reservation is made, including but not limited to food and beverage, laundry, etc. and hence shall be solely responsible to pay all Transaction Taxes that may be levied or leviable on (a) such accommodation and services and (b) any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services. The compliance (including but not limited to issuance of tax invoice or bill of supply, computation and deposition of taxes to the government treasury, filing of returns etc.) with tax laws, if any required, is the sole responsibility of the IVY NEST Patron. IVY NEST is in no manner responsible for ensuring such compliance, including payments of any taxes on the accommodation and associated services, except if required under applicable laws.
• All Fees including but not limited to Platform and / or Service Fee charged by IVY NEST to the IVY NEST Patron for providing Services is exclusive of all Transaction Taxes which will be charged over and above such Fees at rates applicable under the law of the applicable jurisdiction on provision of such Services by IVY NEST.
• IVY NEST may provide additional services to the IVY NEST Patron which may include limited access to tax engine / calculator for computing taxes or issuing tax invoices on services provided or goods sold by the IVY NEST Patron. By providing such additional services to the IVY NEST Patron, IVY NEST is neither committing nor managing or executing any tax compliances, and these remain the sole responsibility of the IVY NEST Patron with respect to services and / or goods sold provided by the IVY NEST Patron to the guest, unless otherwise required under the law. IVY NEST, while providing such additional services, may affix its logo, brands, tag lines or such other words, in communication, which may denote use of IVY NEST's software in rendering such services, solely for the purpose of branding and should not be interpreted otherwise.
• In the event IVY NEST is made liable to pay Transaction Taxes under any law for the time being in force on the services rendered or goods supplied by the IVY NEST Patron, then Parties agree that IVY NEST shall have the right to recover such Transaction Taxes from the IVY NEST Patron. The IVY NEST Patron shall pay such amount without any demur or protest. Furthermore, the IVY NEST Patron shall indemnify and keep IVY NEST indemnified against any and all tax related claims /charges /levies /penalties /costs /deficiency. IVY NEST may furnish a certificate/ document to demonstrate proof of deposit of such Transaction Tax from time to time if it is required under the law to provide such proof of payment to the IVY NEST Patron.
• In certain jurisdictions, tax regulations may require that IVY NEST collect and/or report information about you, or withhold taxes from pay-outs to you, or both. If you fail to provide IVY NEST with documentation that it determines to be sufficient to support any such obligation to not to withhold Taxes from pay-outs to you or not to report information, IVY NEST may withhold pay-outs up to the amount as required by law and / or provide information to the authorities.
• For the avoidance of doubt, all sums payable by the IVY NEST Patron to IVY NEST under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Transaction Taxes charged by IVY NEST to you and remitted to the appropriate tax authorities, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.
• Each Party is individually responsible for payment of taxes determined / payable with reference to profits of that Party.
• Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement/Terms and any other instrument entered into under this Agreement /Terms shall be the responsibility of IVY NEST Patron and shall be borne by the IVY NEST Patron. 

12. Representation and Warranties

• Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 
• Both the parties make the representations and warranties that the parties are not restricted by any judgment, injunction, order, decree or award from the execution, delivery and performance of this Agreement.
• The parties have obtained all necessary permissions, licenses, authorizations from all governmental authorities which are material to the conduct and operations of the services contemplated under this Agreement.
• The IVY NEST Patron represents and warrants that:
• it has full legal right, power and authority to carry on its business and to enter into this Agreement and accept the Terms and perform all its obligations, terms and conditions hereunder and neither the acceptance of these Terms, nor the delivery of the Agreement, nor fulfilment nor compliance with the Terms and provision 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 document or bye law, if any, or any agreement, restriction, instrument, order , judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.
• it is operating its business in compliance with all the Applicable Laws, regulations and statutes and it has the requisite approvals and licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the Property and conduct its business as contemplated under this Agreement.
• it is the owner of the Property, it has and shall maintain lawful and undisputed title, possession and ownership of the Property throughout the term of this Agreement, free from encumbrances;
• if the IVY NEST Patron’s interest in the Property is derived through a lease arrangement/operating arrangement., it has a no objection certificate from the owner(s) of the Property expressing the owner’s consent towards the IVY NEST Patron entering into this Agreement with IVY NEST and has a lawful, valid and subsisting lease/operating agreement of the Property throughout the term of this Agreement, for the purpose for which this Agreement has been executed;
• the Property is not in violation of any Applicable Laws that could affect the services and business arrangement contemplated under this Agreement with IVY NEST or draw risks or liabilities towards IVY NEST in any manner;
• it is not in dispute with IVY NEST and/or any of its subsidiaries or affiliates;
• the Property has not been delisted by IVY NEST and/or any of its subsidiaries or affiliates.
• has not been charged with or been found guilty of any offence punishable under provisions of any other Applicable Laws; it/he/she has not been charged with or been found guilty of any offence punishable under the Indian Penal Code, 1860 or provisions of any other Applicable Laws;
• has not/ shall not enter into any arrangement with a third party for the Contracted Rooms;
• the Contracted Rooms consist of the entire room inventory in the Property (other than Non-Operational Rooms); and
• has handed over all its OTA credentials of the Property to IVY NEST.
• it/he/she has neither provided or will provide any content/information/material (including but not limited to the name of the Property, trade name, logo, design of the Property, etc) to IVY NEST or on IVY NEST Platform that infringes upon or violates any third-party rights, including but not limited to intellectual property rights (trademarks, copyrights etc), rights of privacy or rights of publicity.
• it/he/she has necessary rights to all the content provided and published on IVY NEST Platform and that such content does not contain any misleading, libellous, tortious, or otherwise unlawful information.

13. Scope of the Agreement

• 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.
• 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.
• 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

• The Company will be obliged to make a payment within 10 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.
• 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.
• All payments to the IVY NEST Patron will be made by IVY NEST directly to the account of IVY NEST Patron notified by the IVY NEST Patron to IVY NEST, upon completion of verification of the Account Information. IVY NEST shall not be held liable for any delay in processing the payments to the IVY NEST Patron due to incomplete Account Information and/or pendency of verification of the same
• Revenue Assurance: The IVY NEST Patron shall accurately provide all revenue details of the Property i.e., revenue generated by the Property in the preceding week/month to IVY NEST, including but not limited to Walk-in Revenue generated by the Property, and pay IVY NEST its Fees. The parties agree that the reconciliation cycle period may be changed at the sole discretion of IVY NEST, in which case such changes will be notified to the IVY NEST Patron in terms of clause 19 (j) below. Further, IVY NEST may from time to time establish standard operating procedures and policies under the IVY NEST Policies to enable and facilitate compliance with this clause, including incentives and/or penalties.
• IVY NEST shall provide a statement showing reconciliation of the accounts to the IVY NEST Patron. The IVY NEST Patron shall be required to raise any payment related issues within 7 (seven) days of receiving the reconciliation statement. All reconciliation statements shall be deemed accepted in the event no issue/dispute is raised by the IVY NEST Patron in the prescribed time. All issues pertaining to payment and reconciliation of accounts are a contractual matter and the Parties shall endeavour to resolve them amicably.
• The parties agree that IVY NEST reserves the right to introduce or remove various products and/ or services time and charge incremental fees and/ or commissions for such products and/ or services with prior notice to the IVY NEST Patron. The IVY NEST Patron acknowledges that such variation in fees or commissions by IVY NEST, will be commercially reasonable in nature. All terms and conditions associated with the new products and / or services shall be available in the IVY NEST Policies and communicated to the IVY NEST Patron separately. Furthermore, IVY NEST reserves the right to waive charges towards fee(s) and/ or commissions as commercially agreed with the IVY NEST Patron, e.g., Walk-in Waiver.
• IVY NEST shall be entitled to offset any outstanding amounts that may be owed by the IVY NEST Patron to IVY NEST from time to time from the amount paid by the IVY NEST Patron under IVY NEST Secure. The IVY NEST Patron alone shall be responsible to maintain adequate balance as per this Agreement and IVY NEST Secure Policy in IVY NEST Secure throughout the entire term of this Agreement failing which IVY NEST shall have the right, at its own discretion, to suspend/ terminate listing of the Property and/or shift the Property on mandatory prepayment option for bookings on the IVY NEST Platform. Upon expiry/ termination of the Agreement, the balance amount due to the IVY NEST Patron, after making deductions (if any) shall be refunded by IVY NEST within 30 (thirty) days to the IVY NEST Patron
• IVY NEST Patron acknowledges that IVY NEST is entitled to charge Direct Guest Charges, which will not form part of the Revenue, and if collected by IVY NEST Patron from Guests the same shall be paid to IVY NEST.
• IVY NEST shall charge Platform Fees, and any fee towards VAS or any other additional services related to the usage of the IVY NEST Platform.

15. Confidentiality

• 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. 
• 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.
• All documents, instructions, details collected under this Agreement / Terms including the IVY NEST customer/guests’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement / Terms, account and sales information, any and all information and/or documents shared with the IVY NEST Patron under this Agreement, etc., whether shared through any oral or written information exchanged between the Parties directly or indirectly, before, during or after the execution of this Agreement or in connection with the preparation and performance this Agreement, shall be considered as secret and confidential information (collectively referred to as “Confidential Information”) and IVY NEST Patron undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement / Terms. This Agreement / Terms is confidential in nature and shall not be disclosed by the IVY NEST Patron to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement / Terms, the IVY NEST Patron and its employees, officers, agents, proprietors, directors, shareholders, stakeholders, contractors, or any third-party resources (“Representatives”) may have access to Confidential Information, which shall be kept fully confidential by the IVY NEST Patron and its Representatives. The IVY NEST Patron shall execute necessary nondisclosure agreement with its Representatives and take any other steps that it would reasonably take to protect such Confidential Information. The obligation under this provision shall survive termination or expiration of this Agreement.

16. Content & Data Protection

• 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.
• 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.
• 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. Content and Data Retention

• IVY NEST Customer Data: The IVY NEST Patron acknowledges that personal information of the IVY NEST customers/ guests is collected by IVY NEST and shared with the IVY NEST Patron only for the purpose of this Agreement / Terms and the IVY NEST Patron also collects personal information of the guests upon check-in at the Property. The IVY NEST Patron also acknowledges that IVY NEST is the owner of all rights, title and interests in any and all information (whether in verbal, written, manual or electronic form) received by the IVY NEST Patron or IVY NEST through the IVY NEST Platform, OTA, call centres, travel agents, directly from the guests, at the Property and/ or exchanged / received pursuant to the acceptance of these Terms by the IVY NEST Patron which includes but is not limited to IVY NEST’s information, IVY NEST Patron’s information, Property description and images, guest information, guest histories and preferences, guest identification details, etc. (regardless of the source of such Data and the manner of its collection) (“Data”). The IVY NEST Patron agrees to collect, process, store and use Data in accordance with the provisions of the Applicable Laws and in the manner provided for in IVY NEST's Privacy Policy available on the IVY NEST Platform.
• IVY NEST Patron Data: The IVY NEST Patron acknowledges and expressly consents that Data (whether or not in aggregated, pseudonymised and/or anonymised form) related to the IVY NEST Patron, the Property and other parameters collected under this Agreement / Terms may be used, transmitted, processed, shared and transferred by IVY NEST (to other entities under the IVY NEST group or third parties), (I) for performance evaluation, optimization and improvement (ii) benchmarking (iii) for marketing and advertising ; (iv) where IVY NEST has a duty to or are permitted to disclose Data under Applicable Law or under a court/ Government order; (v) in connection with any merger, sale of company assets, consolidation or restructuring, financing, liquidity event or acquisition or (vi) any other lawful purpose.

18. Term & Termination

• Both the Parties agree that this Agreement will be effective from the date of execution of this Agreement by both Parties and shall continue to be effective till this agreement is not terminated by following the procedure mentioned herein or by due process of Law. 
• The Agreement may be terminated (I) by either party on thirty (30) days’ prior written notice if (a) there are no operative Order Forms outstanding or (b) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period.
• In the event that the Vendor indulges into any misconduct including false/ misleading/incorrect information or providing deficient service or breach of any other terms of this agreement, the agreement may stand terminated at the option of the Company.  
• All clauses of this Agreement including this clause which are express, or which by implication are intended to survive the termination of this Agreement shall so survive and continue in full force and effect notwithstanding the termination of this Agreement.
• The term of this Agreement shall be valid and binding upon the parties from the Go-Live Date and shall continue to be valid for the Term. This Agreement shall automatically stand extended for further durations of 12 months each at the end of its initial Term unless terminated in accordance with the provisions of this Agreement, on the same commercials prevalent immediately prior to such extension
• Either party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other without assigning any reason thereof. 
• Notwithstanding anything contrary mentioned in this Agreement, either Party shall be entitled to terminate the Agreement anytime in the event: (a) there is a material breach of the Agreement by the other Party or there has been a misrepresentation by the defaulting Party and it fails to cure the said breach within a period of 15 days from the date on which it is notified of the said breach; or (b) a Party files for bankruptcy or becomes or is declared insolvent; or (c) if any act or omission of the defaulting Party, including failure to procure or maintain Approvals, causing disruption in the business operation of the Party or the Property.
• In addition, IVY NEST shall be entitled to immediately terminate this Agreement for cause any time during the term of this Agreement in the event:
• The IVY NEST Patron and/or the Property fails to uphold or comply with IVY NEST Policies at any time during the validity of this Agreement; or
• Any act or omission of the IVY NEST Patron and/or its representatives results in financial loss and/or reputational harm to IVY NEST; or
• The IVY NEST Patron and/or its representatives engage in unlawful acts or acts that disparage IVY NEST in a private/ public set up, on social media/print media; or
• A proposal of land acquisition in respect of any material part or all of the Property is being affected by any governmental body; or
• There is a dispute or threat of a dispute concerning title of the Property; or
• The IVY NEST Patron ceases to be the owner of the Property or if the IVY NEST Patron’s interest is derived in the Property through a lease/operating agreement and such arrangement lease expires or is terminated; or.
• The Property remains suspended for a period of 45 days; or
• The IVY NEST Patron delays transformation of the Property as per the Transformation Standards Policy for a period exceeding 90 (Ninety) days; or
• Any information provided by the IVY NEST Patron is found to be false, misleading or inaccurate
• Upon termination or expiry of this Agreement for any reason whatsoever:
• IVY NEST and the IVY NEST Patron shall undertake an account reconciliation, and subsequently a full and final settlement with respect to the Property including all expenses and advances which are payable by the IVY NEST Patron under this Agreement to IVY NEST and the IVY NEST Patron shall make payments due to IVY NEST;
• The IVY NEST Patron shall honour all bookings made at the Property up until the date of termination and continue to discharge all its obligations under this Agreement;
• IVY NEST shall delist the Property from IVY NEST Platform;
• IVY NEST shall initiate action for delisting the Property from OTAs upon full and final settlement with the IVY NEST Patron;
• The IVY NEST Patron shall have no right to use any Confidential Information or IP Bundle provided to the IVY NEST Patron under this Agreement and shall forthwith return to IVY NEST any such Confidential Information in its possession;
• The IVY NEST Patron shall at its own cost remove all internal and external Branding from the Property. The IVY NEST Patron shall cease to use IVY NEST’s name, logo or any of the associated IVY NEST Marks, IP Bundle and shall not represent itself in any manner to be associated with IVY NEST;
• The IVY NEST Patron shall provide IVY NEST with a copy such registers and records, including but not limited to the A&D Register and other guest and payment details, etc., as and when requested by IVY NEST;
• The IVY NEST Patron shall not be entitled to enter into any new agreement with IVY NEST or any of the entities within the IVY NEST group whether directly or indirectly for such period as IVY NEST may determine.

19. Consequences of Termination

• Upon termination of this Agreement, First Party and Second Party shall be relieved of their respective rights and obligations under the Agreement save such obligations and/or liabilities that may survive the termination in accordance with the terms hereof.
• First Party and Second Party agree to do a reconciliation of accounts and any debit or credit balance on either party shall be settled within Ten (10) days of arriving at a final understanding.
• The Vendor shall return or destroy any physical or digital copies of the Customers’ proprietary information in its possession including (but not limited to) marketing material, business plans, customer lists, and pricing information.

20. Indemnity & Limitation of Liability

• 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.
• 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.
• To the maximum extent permitted by law, the IVY NEST Patron shall, upon written demand by IVY NEST, indemnify, defend (at IVY NEST’s option) and keep harmless IVY NEST, its officers, directors, entities in the IVY NEST group, agents, and employees against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (I) IVY NEST Patron’s usage of the IVY NEST Platform (ii) any content provided by the IVY NEST Patron for listing on the IVY NEST Platform which infringes a third party's intellectual property rights; (iii) breach of any obligations under this Agreement / Terms; (iv) negligence or other tortious conduct of the IVY NEST Patron; (v) misrepresentations made by the IVY NEST Patron; (vi) any noncompliance of Applicable Laws, including but not limited to delay in payment/ nonpayment of taxes and delay in filing/ non-filing of returns or failure in obtaining / renewal of the requisite licenses / approvals / permits or failure to maintain any registers and records; (vii) actions which may bring disrepute to IVY NEST’s reputation and brand (viii) IVY NEST customer complaints and costs arising from their experience at the Property in connection with their booking and/or complaints/penalties from law enforcement agencies and regulatory authorities; (ix) the settlement beneficiary for the payments to be made under this Agreement by IVY NEST which is different from the authorized representative signatory to this Agreement; (ix) stay / visit of any IVY NEST customer or visitors at the Property, your interaction with them, including without limitation any bodily injuries, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of stay / visit at the Property; and (x) loss or damage suffered by IVY NEST due to fraud or misconduct or negligence by the IVY NEST Patron during its engagement in any Guest Program including but not limited to the Wizard Program.
• The provisions of this clause shall survive the termination of this Agreement/ Terms.
• Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for 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. In no event, shall the IVY NEST’s liability under or in connection to this Agreement exceed the Demand Fee paid by the Patron to IVY NEST for a period of 1 (one) month preceding the date of such claim. Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for 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. In no event, shall the IVY NEST’s liability under or in connection to this Agreement exceed the Service Fee paid by the IVY NEST Patron to IVY NEST for a period of 2 (two) month preceding the date of such claim.

21. Intellectual Property & its Ownership

• The Parties agree that all the Intellectual Property Rights created and developed by the supply of goods, services, information or other materials by Vendor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights are the sole and exclusive property of the Company.
• IVY NEST has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high-quality budget accommodation and connecting such network hotels to potential customers at a large scale under the mark “IVY NEST” and other associated logos, trademarks, service marks, certification marks, designs and brands (“IVY NEST Marks”), issued patents and patent applications (whether provisional or non-provisional), internet domain names and social media accounts or user names, whether or not trademarks, all associated web addresses, URLs, mobile applications, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not copyrighted (“IP Rights”). The system includes but is not limited to the use of proprietary and distinctive techniques (developed or used by IVY NEST), technology, software’s, trade secrets, inventions, databases, training methods, operating methods, designs and decor, uniform apparel, colour schemes, furnishings, marketing materials, promotional strategies, booking and guest management systems, revenue management services, OTA management services, and customer service requirements among other additional innovation and updates that IVY NEST brings to its systems and processes to enhance the IVY NEST Patron’s management of the Property and performance (“Technological Know-How”), all of which collectively i.e. the IVY NEST Marks, IP Rights and Technological Know-How is proprietary to IVY NEST and may be modified and improved from time to time by IVY NEST (“IP Bundle”). The IVY NEST Patron acknowledges that IVY NEST or its affiliates are the exclusive owner of the IP Bundle and that the IVY NEST Patron shall not make any claims on the IP Bundle except as expressly contemplated under this Agreement for the use of IVY NEST Services and IVY NEST Products. The use and license of IP Bundle is directed towards promoting the IVY NEST Patron in its network in a manner that may enhance the goodwill associated therewith.
• The IVY NEST Patron agrees that it enjoys promotional advantage on being associated with the brand name “IVY NEST” and availing of the Technological Know-How IVY NEST authorizes the IVY NEST Patron to use the IP Bundle (on a revocable, non-transferable, non-assignable and non-exclusive basis) for the limited purpose of this Agreement. The IVY NEST Patron undertakes not to do anything prejudicial to the IP Bundle or damage or harm IVY NEST’s goodwill and reputation. The IVY NEST Patron agrees in order to protect the IVY NEST’s IP Bundle intellectual property rights and maintain a common identity and reputation of its network of properties, the IVY NEST Patron shall comply with the IVY NEST Policies related with branding and minimum quality specifications laid down by IVY NEST from time to time. Any breach by IVY NEST Patron in respect thereof may cause irreparable harm and injury to IVY NEST and its intellectual property. You acknowledge that you have read and agreed to the IVY NEST Policies related to branding. 
• In the event the IVY NEST Patron becomes aware of any infringement of the IP Bundle by any other party, the IVY NEST Patron shall immediately notify IVY NEST in writing.
• The IVY NEST Patron may conceive and develop new and improved methods of carrying out its business and improvements in operating procedure and other additions or modifications to the existing IP Bundle (hereinafter referred to as “Improvements”). The IVY NEST Patron agrees to disclose fully any Improvements to IVY NEST and IVY NEST shall determine the feasibility and desirability of incorporating them into IVY NEST’s existing IP Bundle. For avoidance of doubt, it is clarified that the right, title and interest in any and all Improvements shall rest with IVY NEST regardless of which Party contributed to the Improvements. The IVY NEST Patron shall without delay, demur or protest transfer all rights in any such Improvement to IVY NEST without any additional consideration.
• The IVY NEST Patron shall not undertake any activities to decompile or reverse engineer any elements of the IP Bundle for its or their advantage or for the advantage of any third party. In the event the IVY NEST Patron learns of a claim of infringement or if a third party brings a claim of trademark infringement, copyright infringement, breach of confidential information and misappropriation of any trade secret against the IVY NEST Patron whether or not such infringement is as a result of the IVY NEST Patron using their IP in conjunction with IVY NEST’ IP Bundle, the IVY NEST Patron shall promptly notify IVY NEST of such claim. The IVY NEST Patron shall indemnify IVY NEST to the fullest extent permitted under Applicable Law from and against all damages arising out of any claim by a third party against IVY NEST. In the event IVY NEST or any of its group companies is impleaded as a party to proceedings such as the aforesaid, the IVY NEST Patron agrees to compensate IVY NEST for all reasonable and necessary costs related thereto, including but not limited to reasonable attorneys’ fees.

22. Governing Law

• 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.

23. Dispute Resolution

• 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.
• 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.
• 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.

24.General Clauses

• Disclaimer of Warranties - We provide the IVY NEST Platform and all Content “as / is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (I) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any IVY NEST Patron or guest, listing or third party; (ii) we do not warrant the performance or non-interruption of the IVY NEST Platform; and (iii) we do not warrant that verification, identity or background checks conducted on listings. Any references to an IVY NEST Patron or listing being "verified" (or similar language) indicate only that the IVY NEST Patron or listing or IVY NEST has completed a relevant verification or identification process and nothing else. Further, IVY NEST is not responsible for any loss suffered by the IVY NEST Patron as a result of incorrect banking or taxation or other financial information provided by the IVY NEST Patron. The disclaimers in these Terms apply to the maximum extent permitted by law. The IVY NEST Patron shall be responsible for its conduct, performance, safety measures, quality, legality or compliance with Applicable Law and in case any guest has any claim against any such listing or services provided by the IVY NEST Patron, the IVY NEST Patron shall be solely responsible for the same and shall be liable for any damages payable to the guest.
• Governing Law & Jurisdiction - These Terms shall be construed and enforced in accordance with the laws of India. If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms, such dispute shall be referred to the arbitration in accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by an independent arbitral institution, viz. Centre For Alternate Dispute Resolution Excellence, Bengaluru (The CADRE) https://atthecadre.com; +91 80884 16909), under its rules as amended from time to time, which rules are deemed to be incorporated by reference herein. A copy of the rules can be obtained by an enquiry email to The CADRE at reachus@thecadre.in. Either party may approach the CADRE for appointment of an arbitrator by writing an email to reachus@thecadre.in with a request to appoint an arbitrator and copying the email to the other Party. The Parties agree that the maximum permissible fees payable to the arbitrator for conducting the arbitration proceedings shall be in accordance with the fourth schedule of the Arbitration and Conciliation Act, 1996. In the event of any conflict between the rules of The CADRE and the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration and Conciliation Act, 1996 shall prevail. The arbitration shall be conducted in English. The juridical seat and venue of arbitration shall be Delhi and the courts of New Delhi shall have exclusive jurisdiction for any applications arising out of the arbitration. The arbitration proceedings shall be conducted online without the need for a physical appearance unless specifically requested by the arbitrator. The parties agree to resolve the dispute through fast-track mode as per section 29 B of the Arbitration and Conciliation Act 1996. Unless the arbitrator decides at his discretion (on a written application moved by either of the parties) that oral evidentiary hearings are necessary for the purpose of the arbitration, the arbitration shall be conducted only on the basis of the documents via online platform. However, the decision of the arbitrator with respect to the mode of conducting the arbitration shall be final and binding upon the parties. The award shall be in writing and final and binding on the Parties. The Parties shall be responsible to bear their respective costs and expenses in relation to any such arbitration proceeding and are subject to the final award being passed by the arbitrator i.e., both the parties shall share the cost jointly during the conduct of the arbitration proceedings with respect to the administrative charges and arbitrator fees. However, the arbitrator shall have the discretion to order costs i.e., passing a cost award in favour of the successful party along with the final award. If for any reason The CADRE refuses to act or does not acknowledge the email for appointment of an arbitrator or fails to appoint an arbitrator within a period of 5 days from the date of the email containing a request for appointment, then IVY NEST shall have the right to name another independent arbitral tribunal to appoint the sole arbitrator and conduct the arbitration. Any failure, delay, or forbearance on the part of IVY NEST in: (I) exercising any right, power, or privilege under this Agreement; or (ii) enforcing terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by IVY NEST of any right, power or privilege preclude any other future exercise or enforcement thereof. The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.
• Compliance with Laws - As an IVY NEST Patron, it is your sole and absolute responsibility for identifying, understanding, and complying with all Applicable Laws, rules, regulations, and contracts with third parties that apply to your Property. For example, some cities have laws that restrict your ability to host guests for short periods or provide certain hotel / homes related services. In many cities, IVY NEST Patrons may have to register, get a permit or obtain a license before providing certain hotel / homes related services including but not limited to preparing food, serving alcohol for sale, guiding tours or operating a vehicle, installation of hoardings and signages or to maintain certain registers & records or to intimate the authorities regarding guest stay. IVY NEST Patrons shall be alone responsible for identifying and obtaining any required permits, licenses, consents, approvals, registrations and authorizations for any services they offer, including but not limited to GST Registration and applicable GST compliances, FSSAI, health, trade licenses, building approvals, Property related licenses, registrations, and NOC’s as may be applicable and any other license necessary for establishing and operating the Property, carrying on its business and for the performance of its obligations hereunder. IVY NEST Patrons understand that certain types of services may be prohibited altogether and penalties may include fines or other punitive actions. IVY NEST Patrons are responsible for checking and reviewing all laws, rules and/or regulations applicable to their listing. Any information which IVY NEST may provide in relation to any legal requirement is for information purposes only and IVY NEST Patrons confirm to undertake independent review of their legal obligations, including obtaining legal advice, if required. Further, the IVY NEST Patron shall and shall ensure that all its officers, employees and agents, at all times, comply with all laws, rule, regulations and notifications pertaining to antibribery, anti-corruption and money laundering and/or corrupt payments including but not limited to Prevention of Corruption Act 1988, Indian Penal Code, 1860, Foreign Contribution (Regulation) Act, 2010, Prevention of Money Laundering Act, 2002, Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 including any such policies of IVY NEST (along with their modifications) that the IVY NEST Patron and its officers, employees, third party service providers/contractors and agents may be required to comply with from time to time. IVY NEST Patron shall support and cooperate with any review or audit exercise to monitor business conduct undertaken by IVY NEST or any government authority including but not limited to submission of periodic compliance certifications upon IVY NEST’s request, and cooperating with investigations pertaining to violations and share documents that may be required for such investigation/audit. IVY NEST Patron shall not, directly or indirectly, employ or engage with third parties that employ persons who are under the permissible legal age at the Property including engagement of child labour and/or bonded labour, and the IVY NEST Patron will remain in compliance with all applicable labour laws. IVY NEST Patron shall maintain compliance with all Applicable Laws including but not limited to Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (“POSH”), Immoral Traffic (Prevention) Act, 1956, Protection of Children From Sexual Offences Act, 2012 (“POSCO”) and provide a safe environment for its employees, contractors, visitors and guests and to promptly report any instances of violation to the local law enforcement agencies and IVY NEST. IVY NEST Patron shall ensure its officers, employees and agents do not use, possess, distribute, sell or be under the influence of illegal drugs and/or alcohol at the Property and maintain strict compliance with all local legislations and rules in this respect. IVY NEST Patron shall be solely responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to the Property and its operations. IVY NEST Patron shall be solely responsible for any claims of infringement of any third-party rights (including but not limited to intellectual property rights like trademark, copyright, designs etc,) in relation to any content provided by Patron and published by IVY NEST on the IVY NEST Platform or otherwise. In the event of any claim/notice/order is received from any third party/authority alleging that the content relating to the Property is infringing any third party rights, then (I) IVY NEST Patron shall remove or cause to remove all infringing content from IVY NEST Platform as well as at the Property; and (ii) IVY NEST will also have the absolute right to remove/modify the said content (including but not limited to the name of the Property, images etc,.) from/in the IVY NEST Platform as well as OTAs where the Property is listed, as well as any signage/hoardings (which contains the IVY NEST brand) at the Property at the sole cost of the IVY NEST Patron, unless the IVY NEST Patron obtains an order from the competent court allowing continued use of such content
• Insurance - The IVY NEST Patron shall during the term of the Agreement, maintain at all times appropriate insurances with coverage as per industry standards, which shall include but not be limited to fire insurance, commercial general liability insurance, error and omission liability insurance, etc., for the Property. You are advised to carefully review policy terms and conditions including coverage details and exclusions.
• Force Majeure - Notwithstanding anything to the contrary contained herein IVY NEST shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, outbreak of an epidemic and/or pandemic, natural disasters, imposition of lockdown by any local, state and central government, significant or partial travel restrictions, interruptions, malfunction or breakdown of computer facilities, cyber-attacks, irretrievable breakdown of IVY NEST platform, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labour difficulties or civil unrest.
• Relationship - The parties’ relationship, as established by this Agreement, is solely on principal-to-principal basis as independent contractors agreeing to provide service on the basis of this Agreement. Neither party is a legal representative, agent, or employee of the other party, and other than specifically authorised under this Agreement, neither Party can assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
• Assignment - The IVY NEST Patron shall not assign, transfer, or delegate this Agreement to any third party without IVY NEST’s prior written consent. IVY NEST shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the IVY NEST Patron thereof within a period of 30 days thereafter.
• Amendment/Modification - IVY NEST reserves the right to amend the Commercial Terms by way of a prior written intimation to the IVY NEST Patron duly acknowledged and accepted by the IVY NEST Patron. Notwithstanding the foregoing, IVY NEST also reserves the right to modify these Terms (except Commercial Terms), at any time. It will be your responsibility to keep yourself updated with the Terms from time to time. We will endeavour to intimate you of any changes at least 30 (thirty) days prior to such changes becoming effective. Your continued usage of the IVY NEST Platform and Services would be deemed to be an acceptance of the Terms and the modifications thereto.
• Waiver - Neither party’s failure to exercise any right or remedy in consequence under these Terms will not constitute a waiver of such term or condition or prevent subsequent enforcement of such term or condition, unless agreed in writing.
• Notice - Unless specified otherwise, any notices or other communications to IVY NEST Patrons under these Terms, will be provided electronically and given by IVY NEST via email, IVY NEST Platform notification, messaging service (including SMS and WhatsApp), or any other contact method that is enabled by IVY NEST and contact information provided by you. Any notices to IVY NEST shall be sent on legal@Ivynestapartments.com 
• Severability - The IVY NEST Patron acknowledges and agrees that if any of the provisions of this Agreement is deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from this Agreement and the remaining provisions of this Agreement shall remain valid and enforceable and binding on the Parties.
• Publicity - The IVY NEST Patron understands and agrees that by virtue of the Services provided under this Agreement, IVY NEST shall use/publish the IVY NEST Patron and/or its Property’s name, details and images including other details on any IVY NEST Platform(s) and online and offline demand channels. However, the IVY NEST Patron shall not have the right to use the IVY NEST name or IVY NEST Marks in any independent sales or marketing publication or advertisement, or in any other manner, without prior written consent of IVY NEST, except for and to the extent permissible under this Agreement.
• Authority to execute and stamping: By accepting to the terms (physically, electronically or through other legally recognised means of execution) this Agreement, the IVY NEST Patron represents and covenants that he/she has the authority to sign and execute this Agreement on behalf of IVY NEST Patron. Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement and any other instrument entered into under this Agreement shall be the responsibility of IVY NEST Patron and shall be borne by the IVY NEST Patron.
• Entire Agreement - These Terms as may be supplemented by additional terms and conditions, including policies, guidelines, standards, and in-product disclosures (as well as those items incorporated by reference) contains the entire understanding between IVY NEST and you with respect to listing your Property on IVY NEST Platform and supersede any and all prior oral or written understandings or agreements between IVY NEST and you. You acknowledge and agree that if any of the provisions of these Terms are deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from these Terms and the remaining provisions of these Terms shall remain valid and enforceable and binding on you and IVY NEST.

25. Contact us

• Any notices or other communications required or permitted in terms of these presents shall be deemed to have been duly served if, (a) delivered in person; or (b) sent by registered or certified mail, return receipt requested, or (c) email; and addressed as follows:

IVY Nest Apartments

legal@ivynestapartments.com