MEMORANDUM OF UNDERSTANDING FOR ONBOARDING
These are binding Terms and Conditions (“TnCs”) for enlisting on Jaadooghar, entered into on the date of signing/ onboarding, by and between:
Jaadooghar, sole proprietorship of Ms. Divyangna Garg (hereinafter referred to as “Jaadooghar”, which expression shall include any legal entity subsequently incorporated for this purpose and permitted assigns) of the First Part; and
The “Property Owner” which expression shall mean and include the Property Owner’s manager/ caretaker/ authorized representatives and permitted assigns, of the Other Part.
- Jaadooghar is an online travel platform that enlists properties along with Experiences/ activities for booking by travellers in India through its online booking platform www.jaadooghar.com (“Platform”);
- Property Owner is engaged in the business of owning and operating a homestay/ Bnb/ boutique hotel (“Property”) at the address given in the onboarding form;
- Parties are entering into these TnCs under which the Property Owner enlists its Property and Experiences on the Platform.
In these TnCs, capitalized words and expressions shall have the meanings below:
- “Customers” shall mean the customers who make bookings of the Property on the Platform or otherwise;
- “Experiences” shall mean the experiences that the Property Owner agrees to organize/ provide at the Property for all bookings through Jaadooghar;
- “Intellectual Property” shall mean all trademarks, logo, service marks, copyrights, business ideas, technological know-how, confidential information, trade and business names, trade secrets, software programs and specifications capable of legal protection whether they be the subject matter of any statutory registration or not;
- “Services” shall mean the services provided by the Property Owner to the Customers including but not limited to accommodation, food etc. along with the agreed Experiences on the Property;
- “Transaction” shall mean the payment and booking transaction performed by the Customer on the Platform.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
- TERM: These TnCs shall be valid unless terminated in accordance with the provisions contained herein.
- OBLIGATIONS OF PROPERTY OWNER: It is agreed that Property Owner’s obligations shall include but are not limited to the following:
- The Property Owner shall ensure that the price of the Property on the Platform is not more than the price of the Property on any other booking website. Price of the Property here means the nightly price given by the Property Owner to Jaadooghar and does not include the convenience charges of Jaadooghar;
- To provide Services with best efforts and in accordance with applicable industrial standards;
- To take all steps, actions, which may be necessary to ensure that it has appropriate infrastructure in place as described on the Platform to provide Services and Experiences. The Property Owner shall share with Jaadooghar all applicable terms and conditions of the Experiences.
- To take all steps, actions, which may be necessary to ensure that the Property’s listing calendars on other booking platforms are synced with the Jaadooghar booking calendar to provide updated real time availability to Customers;
- To pay Jaadooghar, its agreed commission, in case of receiving direct payment from the Customers within 7 (seven) days of receiving the payment;
- For the purpose of marketing and creation of content, Jaadooghar representatives and social media influencers/ bloggers/ journalists may be required to be sent to the Property. The Property Owner will provide sponsored stay to such representatives as per its availability.
- OBLIGATIONS OF JAADOOGHAR: Subject to the terms in this Agreement, Jaadooghar agrees to:
- Generate leads for bookings of the Property on best efforts basis through the Platform, its social media pages or otherwise;
- Make payments to the Property Owner of Customer payments received by it after deducting its commission as per agreed commercials and timelines. The Cancellation and Refund Policy of the Platform along with the Payment Terms are attached as Annexure A
- No ownership: It is clarified that the Property is not owned by Jaadooghar and Jaadooghar is only a facilitator/ platform for taking bookings. Jaadooghar is only the beneficiary of its service charges/ convenience fee in any given transaction.
- It is agreed that Jaadooghar shall operate only as per the current rates provided by the Property Owner. Any new rates provided by the Property Owner shall be updated on the Platform in 5 (five) working days from the date of submission. However, it is agreed that in the interim, the Property Owner is required to, under all circumstances, honour the bookings made through Jaadooghar at the rate provided by it earlier i.e. pre- updating. Jaadooghar or its customers shall not be liable in case the Property Owner fails to intimate updated rates at any given point.
- CONSIDERATION: Jaadooghar shall be, for the performance of its obligations under the TnCs, entitled to payment of fee (“Fee”) set out in Annexure B It is agreed between the Parties that the Cancellation and Refund Policy shall be uniform for all listed properties on the Platform as attached at Annexure A.
- Each Party will, at all times, maintain confidentiality regarding the contents of these TnCs, and any information that it receives, in any manner or form whatsoever, from the other Party (“Disclosing Party”), including business, technical, marketing or financial information, and any other material information. “Confidential Information” includes all information designated as “confidential” or “proprietary” or which a party should reasonably know to treat as confidential relating to the trade secrets, operations, finances, processes, plans, intentions, product information, designs, market opportunities, transactions, affairs and/or business of any Party actually disclosed or provided to the other Party. The term “Confidential Information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
- During the Term and at all times thereafter, neither Party shall disclose Confidential Information of the other Party or use such Confidential Information for any purpose other than in furtherance of these TnCs. Each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses to safeguard its own Confidential Information.
- This clause shall continue in force despite the expiry or termination of the TnCs.
- INDEMNITY AND LIMITATION OF LIABILITY
- Parties agree to indemnify, defend and hold harmless each other, from and against any and all claims, actions, suits, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation reasonable attorneys’ fees and reasonable disbursements at actual) (collectively, “Loss”) asserted against or incurred by the Party, to the extent directly suffered (excluding consequential or special losses), as a result of, or arising from, any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or failure to perform (whether in whole or part) any obligation required to be performed hereunder or non-compliance of any applicable laws, rules and regulations.
- In no event will either Party be liable to the other Party for any loss of profits, loss of data due to hacking, or for any special, indirect, incidental, consequential or punitive damages, however caused, on any theory of liability and whether or not such Party has been advised of the possibility of such damages, arising under any cause of action and arising out of the TnCs or under any statute or law connected independently of the TnCs to such cause of action. This limitation upon damages and claims is intended to apply without regard to whether other provisions of the TnCs have been breached or have proven ineffective.
- Jaadooghar’s liability, if any arising out of this clause, shall be limited to pro-rata Fee which it receives from the Property Owner for the month when the claim arises.
- TERMINATION AND CONSEQUENCES OF TERMINATION
- Either Party may terminate this agreement for any reason by giving 1 (one) month’s written notice to the other Party.
- All amounts payable hereunder from one Party to the other shall become due and shall be settled within 7 (seven) days from termination. The Parties shall return, all Confidential Information, belonging to the other within 7 (seven) days of termination and shall immediately cease to use the other party’s logos/ trademarks/ names/ pictures/ videos etc. in marketing, promotional or other activities.
- DISPUTE RESOLUTION AND JURISDICTION
- Both Parties shall resolve all disputes amicably by mutual negotiation. In case no settlement is reached within thirty (30) days of dispute, all disputes arising in connection with this agreement shall then be referred to a sole arbitrator, appointed mutually by Parties, in accordance with the Arbitration and Conciliation Act, 1996, with its statutory amendment, modifications, enactments or re-enactments thereto and rules.
- The place of arbitration shall be Mumbai and the language to be used in the proceeding shall be English. The Parties agree that the arbitration award shall be binding on them and that the arbitral award shall be the sole and exclusive remedy regarding any claims, counterclaims or issues presented to the arbitrators.
- This agreement shall be governed by laws of India and the courts at Mumbai shall have sole and exclusive jurisdiction in relation to any matters, dispute arising hereunder.
- INDEPENDENT PARTIES: This agreement is entered into by the Parties on a “principal to principal” basis.
- REPRESENTATIONS AND WARRANTY DISCLAIMER: Both Parties represent that:
- they have all requisite power and authority to execute, deliver and perform their obligations and have been fully authorized by all requisite corporate actions to do so;
- they hold and shall continue to hold all necessary statutory and regulatory permissions, approvals and permits for the running and operation of their establishment for the conduct of their business, and for compliance of the TnCs;
- they shall comply at all times, with all laws, industry codes, applicable standards or other regulations or directions issued under applicable law.
- INTELLECTUAL PROPERTY RIGHTS AND MARKETING
- Intellectual Property Rights in the Platform shall at all times remain vested in and continue to be owned solely by Jaadooghar. Both Parties shall continue to hold all rights in their respective social media pages and websites.
- The Property Owner represents that they own all rights in their name, logo and/or trademark, and social media content on the official pages of the Property and authorizes Jaadooghar to use the material in any promotional, marketing and/or publicity activities in any published, broadcast or electronic forum, and in any medium of advertising, publicity or trade.
- Parties agree that Jaadooghar may, for the purposes of marketing and brand building, require the Property Owner to engage in marketing activities, including but not limited to promoting the Platform on its social media pages, affixing appropriate signage on the Property premises, deploying other marketing material on the Property etc.
- Severability: It is agreed and declared that if, for any reason whatsoever after execution hereof, any court of competent jurisdiction holds any provision hereof to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the legality, validity and enforceability of any other provisions of the TnCs.
- Notices: All notices and other communications in respect of the TnCs shall be given in writing in English by registered airmail, or designated email to the Party entitled thereto.
- Entire Agreement and Amendments: The TnCs are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior communications and understandings between the Parties. In the event of any conflict between the terms of the TnCs and any email/ communication, the terms of the TnCs shall prevail unless expressly agreed otherwise, and the Parties may subsequently make changes or supplement this MOU by way of email communication.
- Waiver: No waiver of any provision of the TnCs shall be effective unless set forth in a written instrument signed by the Party waiving such provision.
- Counterparts: The TnCs shall be executed by the Property Owner while checking the TnCs box on the onboarding/ enlisting form of Jaadooghar and deemed to be executed by Jaadooghar while sharing the form with the Property Owner. Additionally, it may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this by signing any one or more of such originals or counterparts. The TnCs may be executed by delivery of the signature page hereof by electronic mail in “portable document format” (“pdf”), which shall be as effective as signing and delivering the counterpart in person.
- Force Majeure: If either Party’s performance of any part of the TnCs is prevented or delayed by a Force Majeure Event, that Party will be excused from such performance to the extent it is necessarily prevented or delayed thereby. “Force Majeure Event” means an event beyond a Party’s reasonable control that prevents performance of a Party’s obligations hereto, including without limitation, pandemic, epidemic, lockdown, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), severe weather, strikes or labor disputes.
- Cancellation and Refund Policy
- In all cancellations, Scenario III would be most dominant i.e. if less than 3 days are left for check-in, irrespective of the booking date, only 10% refund would be issued to the Customer.
- In all cancellations, processing fee of Jaadooghar will be retained by Jaadooghar, while the rest of the amount (after deducting refund) will be transferred to the Property Owner’s account.
- We have tied up with Cashfree for processing of payments and refunds, and once a booking is made, Cashfree shall deposit amounts in our account in 2-3 working days. In case a customer cancels, then amount would be deposited in Customer’s account in 5-7 working days.
- Payment terms for property owners:
- Jaadooghar shall deposit the accommodation charges as provided by the Property Owners (after deducting its processing fees) in case of completed bookings within 2-3 working days after check-in.
- For bookings cancelled after the 3 days free cancellation period, Jaadooghar shall deposit accommodation charges (as per the above stated Cancellation Policy) in the bank account of Property Owners within 2-3 working days of the cancellation date.
- Going forward, commercials may be amended by the Parties via an email at the designated email ID.
- Taxes: Each Party shall solely be liable for applicable tax compliances on its respective services for each booking.
- Commercial Terms:
Property Owner has agreed to make the following payments to Jaadooghar:
- One-time onboarding charges:
Commission per booking
- Recurring charges:
- Annual Service Support Charges (ASC):
- It is agreed between the Parties that commercials shall be revisited and revised (by mutual agreement) every 6 (six) months from the effective date.