Venue Partner

These Online Terms and Conditions of Venue Partner (“Online T&C”) together with the Management Services Agreement ("Agreement"), including any attachments, schedules, addendums, and annexures appended thereto (“Contract Commercials”), are applicable to you (“You” or “Venue Partner”) and your employees’ and agents’ use of services offered by Weddingz.in (“Service Provider”). The Online T&C, Contract Commercials, and all agreements, schedules, addendums, annexures, and exhibits appended thereto are collectively defined as this “Agreement”. The Service Provider and the Venue Partner are together referred to as the “Parties”. The Agreement creates legally binding obligations and You should review it carefully before using any of the Services. If You are using the Services on behalf of a company or other entity, You represent and warrant that You are authorised to bind such entity to the provisions herein. The Service Provider may amend the Online T&C from time to time. YOU ACCEPT AND AGREE TO THESE ONLINE T&C BY ACCESSING THE WEDDINGZ/OYO OPERATING SYSTEM (“OYO OS”) OR USING THE SERVICES DESCRIBED BELOW. THESE ONLINE T&C REPLACE ANY PREVIOUS AGREEMENTS OR TERMS OF USE BETWEEN YOU AND THE SERVICE PROVIDER. By agreeing to these Online T&C, You also agree to abide by the terms of the Service Provider’s Privacy Policy (https://weddingz.in/privacy-policy/), which are incorporated into these Online T&C and are subject to change from time to time. Any dispute arising out of or in connection with this Agreement, including its interpretation, performance, breach, or termination, shall be subject to the dispute resolution mechanism set out in this Agreement.

Save where set out expressly below, all terms shall have the meanings as that contained in the Agreement to which these Terms and Conditions are annexed and form part. Provided that, in the event of inconsistency between the commercial terms of this online Terms and Conditions and the Management Service Agreement executed between Weddingz and the Venue Partner, the commercial terms of Management Service Agreement shall always prevail. In this Agreement, unless the context otherwise requires the recitals shall be construed as part of the Agreement and Online Terms and Condition; the words importing singular shall include the plural and vice versa, and the words denoting natural persons shall where the context admits, include partnerships, firms, companies, corporations, associations, organizations or other entities (whether or not having a separate entity); the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; any reference herein to any “Person” or “person” includes any individual, partnership firm, trust, body corporate, Government, governmental body, authority, agency, unincorporated body of persons or association and shall be construed to include such Person’s permitted successors, transferees and assigns; words importing a particular gender shall include all genders. This Online Terms & Conditions and Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Venue Partner (including any transferee of all or a substantial part of the business/Venue/ assets of the Venue/group company of the Venue and/or any direct or indirect successor by assignment, novation or by merger or consolidation or otherwise by operation of law); and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Directors/Independent Directors. In the event of any conflict or inconsistencies between the main body of this Agreement and any Annexure, Schedule, or the Venue Partner Terms and Conditions, the Management Service Agreement shall always prevail.

On the Handover Date. Venue Partner shall handover the Venue after incorporating all and every requirement(s) listed by the Service provider’s audit team (Annexure 4) along with information on supplementary provisions and receive a Handover Certificate (Schedule A). Venue Partner shall also execute an OTA NOC (Schedule B) and Vendor NOC (Schedule B). In the event Venue Partner fails to (i) complete the handover of the Venue by the Planned Handover Date and (ii) fulfil the Handover conditions within 10 (ten) days of the Planned Handover Date, then the Venue Partner shall be liable to pay the Service Provider Rs. 10,000/- (Rupees Ten Thousand Only) for each day of delay till such time as the Venue is handedover satisfying the Handover Conditions as liquidated damages. Parties hereby acknowledge and agree that the liquidated damages are not a penalty, but a reasonable assessment and a genuine pre-estimate of the damages suffered by the Service Provider, not requiring and expressly waiving any requirement of further proof of any such loss and/or damage, and the aforementioned amount shall constitute fair compensation for the consequences arising therefrom.

The Agreement is executed for the Venue with specifications mentioned in Annexure 4, basis which the commercials under the Agreement has been agreed by the Parties. Within 15 (fifteen) days from the Execution Date, Service Provider will conduct product audit of the Venue to ascertain if the Venue complies with the initially agreed requirements. If the Venue does not match the initially agreed requirements, the Venue Partner may receive revised commercials under the Agreement. Based on the audit findings, scope of work required to be undertaken by Venue Partner before Handover Date to meet the specified requirements will be shared. In the event, Venue Partner fails to meet the specified requirements, Service Provider shall not be required to perform its obligations under the Agreement, and consequently reserves the right to terminate this Agreement without any consequences

Venue Partner shall be liable for Venue taxes and other taxes as applicable to the Venue Partner including GST. All payments by Service Provider to Venue Partner shall be subject to deduction of tax at source and other applicable statutory levies. Service Provider shall issue the TDS Certificates in respect of the deduction made. Service Provider reserves the right to recover amount of GST paid to Venue Partner in case of non-compliance of timely GST filing by Venue Partner resulting in loss of input credit to Service Provider.

Venue Partner shall ensure the supply of utilities and services commencing from Handover Date through the Term and Service Provider will pay utility bills, on actual consumption (based on meter installed at the Venue) at the applicable statutory rates supported by appropriate bills. Utilities for the purpose of this Agreement shall include supply of water, sewage facilities, gas, and electricity/power of such loads as may be specified by the Service Provider.

Venue Partner, to avail Services shall (a) allow access and use of Venue free from any defect, encumbrance or any third party brandings or signages at the Venue; (b) execute an OTA NOC and Vendor NOC; (c) allow the Venue to be listed on the Platform and OTA’s; (d) allow and hereby authorises Service Provider for appointment of Vendors for operations for an on behalf of Venue Partners; (d) as required, provide photocopy and/or original of the documents that are required to obtain operational approvals or otherwise for verification purpose; (d) not violate the Service Provider’s intellectual Venue rights; (e) submit KYC and other documents within 3 (three) days from the Execution Date; (f) keep all access ways, corridors and walk ways leading to the exit from the Venue free from any obstruction or hindrance, illegal occupants, where applicable and ensure that all the aforesaid access ways, corridors and walkways shall remain clear and accessible as per approved plan, where applicable; (g) provide 15 (fifteen) days BR free period annually for maintenance and upkeep of Venue; (h) Parties will undertake and comply with the provisions of Annexure 2.

Venue Partner shall (a) allow installation of internal and external signage at the cost of Service Provider and (b) allow the Service Provider to remove any hoarding, billboard, signage or external branding of any other brand claiming its association with the Venue, thereby entitling Service Provider with exclusive rights of branding and promotion of the Venue during the Term; (c) Venue Partner undertakes to remove all other signage from the Venue, not being associated with Service Provider, on or before the Handover Date. Failing which, Service Provider may remove such signage or billboards at the cost of Venue Partner. In the event Service Provider is unable to remove such signage from the Venue then it reserves the right to suspend or revise BR.

The Venue Partner hereby acknowledges and agrees that Service Provider shall have the right to list the rooms available at the Venue across online and offline platforms, at its sole discretion as a hotel. The Venue Partner further agrees to permit the Service Provider to appoint an operator and/or engage any third party for the purpose of managing and operating the said rooms for the Venue Partner. Notwithstanding the foregoing, the Venue Partner shall remain solely responsible for the upkeep and maintenance of the rooms, compliance with all applicable laws and regulations including but not limited to obtaining and maintaining requisite licenses, permits, and approvals, resolution of guest grievances, and ensuring the safety and security of all guests.

Venue Partner represents and warrants that (a) this Agreement is duly executed and constitutes a valid and binding obligation superseding any previous arrangements, agreement’s and understanding between the Parties; (b) it is the sole and beneficial owner of the Venue, free from all encumbrances and has the authority to execute this Agreement; (c) it shall comply with the provisions of this Agreement; and (d) there is no deed, arrangement, understanding resulting in acquisition or creation of an interest of any third party in the Venue which has an adverse bearing on the Service Provider; (e) it has and shall maintain all permits, approvals, licenses and permissions for the Venue and for the purpose of this Agreement, and (f) it has accurately disclosed all information, revenue performance numbers and other evaluation material in connection with the Venue basis which the Benchmark Revenue is agreed by the Service Provider.

Service Provider represents and warrants that (a) this Agreement is duly executed and constitutes a valid and binding obligation and supersedes any previous arrangements, agreement’s and understanding between the Parties; (b) it has the necessary licenses, permits, approvals, authorisation to execute this Agreement; (c) it shall comply with the provisions of this Agreement and (d) it is not in violation of (i) any provision of law or judgment, writ, injunction, order or decree of any court or governmental authority having competent jurisdiction; or (ii) any indenture, contract, other commitment or restriction to which it is a party and binding.

The Venue Partner shall be solely liable to immediately rectify/make good, the defects or deficiency arising due to any non-compliance or delayed compliance of the Applicable Laws or non-compliance of conditions of or non-procurement of any Licenses, NOCs (No Objection Certificates), permissions or non-compliance of any directives/ notifications issued by any competent authority. The Venue Partner hereby undertakes to take all the responsibilities/ consequences of not able to procure required approvals/ licences and also undertakes to bear any losses, cost, damages that arises or may arise due to non-compliance of Applicable Laws pertaining to the Venue. The Parties understand that any and all compliances of Applicable Laws, Licenses, NOCs, Permissions, etc. pertaining to the Venue shall be the sole obligation of the Venue Partner and the Service Provider shall not be liable for any such compliances or any loss, damages, costs, prosecution, notices, etc. pertaining to the Venue.

Venue Partner agrees to indemnify, keep indemnified, defend and hold harmless the Service Provider and its affiliates and any of their respective officers, directors, agents, employees, guests, clients harmless from and against any and all liabilities, fines, penalties, actions, obligations, losses, judgments, payments made in settlement, suits, proceedings, demands, damages, claims, costs and expenses, of any nature whatsoever (including from third party claims and including reasonable attorney’s fees) under this Agreement : (i) due to usage of the website that has infringed such third party's intellectual property rights; (ii) for breach of any obligations under this Agreement; (iii) for negligence or other tortious conduct of the Venue Partner; (iv) for misrepresentations made by the Venue Partner; (v) for any non-compliance of all applicable laws, including delay in payment/ non-payment of taxes and delay in filing/ non-filing of tax returns. (vi) for actions which may bring disrepute to Service Provider’s reputation and brand (vii) loss or damage suffered by Service Provider due to the Venue Partners fraud or misconduct or negligence while offering Services ("Claim Against Service Provider") (viii) any act, commission or omission, negligence, mis-representation, fraud, forgery, dishonesty, misconduct, failure or violation of any of the terms and conditions of this Agreement by the Venue Partner or its personnel , (ix) claims from any statutory/regulatory/government authority or agencies or any employee, consultant, representative and will indemnify Service Provider from any damages, attorney fees and costs finally awarded against Service Provider as a result of any of the aforesaid acts/omissions of the Venue Partners or for amounts paid by Service Provider under a settlement of a claim against Service Provider, if in Service Provider’s sole opinion, it is commercially expedient and prudent to do so.

Subject to Venue Partner complying with the provisions of the Agreement, if Service Provider fails to pay the BR consecutively for two (02) months, the Venue Partner shall issue notice to cure the default to the Service Provider and provide a period of 15 days to pay such BR. If the BR remains unpaid beyond the stipulated time, Venue Partner may terminate this Agreement; provided however that it shall not be considered a failure of the Service Provider to pay BR hereunder if (a) any deduction are made from the BR towards any amounts payable by the Venue Partner; or (b) any non-payment of BR or part thereof is caused due to breach by Venue Partner; or (c) due to Force Majeure Event.

Notwithstanding anything to the contrary herein contained, Service Provider shall terminate the Agreement with immediate effect and without any liability/damages and obligation to pay BR in the event: (a) there is a breach of provisions of Agreement and Venue Partner fails to remedy the breach within 07 (seven) days from its notification; or (b) Venue Partner files for bankruptcy or becomes / declared insolvent or a receiver or manager is appointed over all or substantially all of its assets; or (c) a proposal of land acquisition by any governmental body is proposed; or (d) charge or lien or mortgage is invoked on the Venue; or (e) a dispute or threat of a dispute with respect to the Venue; or (f) If the lease deed or any other agreement vesting possession of the Venue on the Venue Partner terminates and/ or is found to be defective; (g) If any act or omission of the Venue Partner, and/or any defect or absence of applicable licesnes, approvals, etc, causes disruption in the purpose and/or peaceful operations at the Venue, or (h) there is a failure/delay in handover the Venue or procurement of procurement of Approvals; (i) where the Venue is unviable to operate in terms of this Agreement; (i) any act and/or omission by the Venue Partner which prejudices or damages or threatens to prejudice or damage the goodwill or the reputation of the Service Provider or its intellectual properties.

Parties shall be excused from performance of their obligations and shall not be construed in default so long as failure to perform such obligations shall be on account of Force Majeure Event. Parties shall without delay (and in any event not more than 7(seven) days, after the occurrence of event) notify the other Party with detailed information and reasons. Parties reserve the right to terminate this Agreement or waive the performance of or parts of this Agreement or defer the performance In case Force Majeure Event continues for a period of 05 (five) days or more. Force Majeure Event shall mean (a) act of war, hostilities, invasion, act of foreign enemies, rebellion, terrorism, insurrection, military or usurped power, or civil war; (b) riot, commotion, strike, lockout, or industrial dispute; (c) act of god beyond control of parties such as lightning, drought, fire and explosion, landslide, flood, earthquake, hurricane, typhoon, epidemic, pandemic, natural or industrial disaster or volcanic activity; (d) damage or destruction to the Venue, (e) imposition of lockdown, travel restrictions, other adverse government orders, cyber-attacks, dos attack, and (f) change in law, rule or regulation or the issue of any injunction, court order or direction from any governmental authority the prevent a Party from complying with terms and conditions of this Agreement.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its interpretation, performance, breach, or termination, shall first be attempted to be resolved amicably between the Parties through mutual discussions. In the event the Parties fail to resolve the dispute amicably within a period of 30 (thirty) days from the date on which either Party notifies the other Party of the dispute in writing, the same shall be referred to and finally resolved by a sole arbitrator mutually appointed by the Parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Delhi, India. The courts at New Delhi shall have exclusive jurisdiction for all matters arising out of or relating to this Agreement.

Notice hereunder and any other communication in connection herewith shall be properly served if sent by email, prepaid registered letter, facsimile or delivered by hand to the address provided hereunder or as may from time to time be notified by either Party to the other. Notwithstanding anything to the contrary contained in this Agreement, Parties hereby agree and acknowledge that any claim for liability against Service Provider or any waiver or one time settlement by the Service Provider under this Agreement (except monthly reconciliation statement) shall be formally submitted under agreed claim procedure to the authorized signatory of the Agreement or in the event that such signatory ceases to be employed by the Service Provider, to any other individual duly authorized in writing by the Service Provider as of the date the claim is made. Such claim shall be enforceable only if the same is expressly confirmed in writing by aforementioned authorized representative. Any claim made to or confirmed by an unauthorized person shall be null and void, and shall not bind the Service Provider unless expressly or impliedly agreed or ratified in writing

Confidential Information shall mean all proprietary information or data furnished by Parties and/or their affiliates during the course of this Agreement, which (i) in the case of written, recorded, graphical or electronically communicated or stored information, or any other information in tangible form, contains legends and/or other written markings indicating that the Venue Partner considers such information proprietary and/or confidential, or (ii) in the case of oral information, is designated as proprietary and/or confidential at the time of disclosure and is confirmed by the Venue Partner to be proprietary and/or confidential through a written communication to the Venue Partner . Notwithstanding the foregoing, Confidential Information shall include all information disclosed by Service Provider to the Venue Partner should reasonably be considered Confidential Information. The provisions of this clause shall survive expiry or termination of this Agreement.

Venue Partner shall not prejudice or damage the goodwill in the intellectual Venue or the reputation of the brand ‘OYO’. If the Venue Partner becomes aware of any infringement, Venue Partner shall immediately notify the Service Provider. Venue Partner shall not make press release, other written or oral statements to disparage or tarnish the OYO brand.

The delay or failure on the part of the Parties to insist, in any one instance or more, upon strict performance of any of the terms and conditions of the Agreement or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect. All rights and remedies shall be cumulative. Notwithstanding anything to the contrary herein contained, Service Provider shall only be liable for judicially determined claims, losses, damages, injury arising under the Agreement that are directly and solely attributable to the Service Provider. Further notwithstanding, where Vendor operates Venue, Vendor shall be solely liable for any losses, damages, injury et al under the Agreement.

The Agreement contains the entire understanding between the Parties relating to the subject matter contained herein and supersedes all prior deeds and understandings between them relating to the subject matter hereof subject to the fulfilment The Recitals, and Annexures to the Agreement shall form an integral and inseparable part of the Agreement. Terms of this Agreement may not be changed, waived, or discharged unless such change, waiver or discharge is in writing signed by the Parties hereto. Parties agree that their mutual set of promises shall constitute sufficient and adequate consideration under the Agreement.

This Agreement is executed on a principal-to-principal basis and does not constitute a partnership between the Parties.

During the Term the Venue Partner or its officers, employees and agents shall remain compliant at all times with all laws, rule, regulations and notifications pertaining to anti-bribery, anti-corruption and money laundering and/or corrupt payments including the Bhartiya Nyay Sahinta, 2023, Foreign Contribution (Regulation) Act, 2010 (as applicable), Prevention of Money Laundering Act, 2002, UK Bribery Act 2010 (as applicable), Fair Credit Billing Act 1974, to the extent applicable.

The invalidity or enforceability, for any reason, of any part of the Agreement shall not prejudice or affect the validity or enforceability of the remainder. For abundant caution, it is expressly clarified that if any provision of the Agreement is declared to be invalid, unenforceable or illegal by any competent arbitral tribunal or court, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Agreement, which shall continue in full force and effect.

1. Service Provider shall pay the Vendor Fee for undertaking day to day operations and maintenance of the Venue from the revenue generate at the Venue. 2. All payments shall be subject to deduction of tax at source and other applicable statutory levies and the Service Provider will issue TDS Certificates in respect of the deduction made. 3. Notwithstanding, anything to the contrary herein contained, in the event of inoperability/inaccessibility/non-usability of Venue or rooms therein for reasons attributable to the Venue Partner, Service Provider reserves the right to setoff proportionate BR (or setoff or adjust refunds, if any, to the customers) attributable to the such inoperability/inaccessibility/non-usability of Venue or rooms therein from the BR and/or any other amounts payable to Venue Partner for the period such portion of Venue or rooms remains inoperable/inaccessible/non-usable. 4. In the eventuality of material change in market conditions, commercial visibility and/ or viability of the Venue and/ or due change in applicable laws, or any other circumstances that significantly impact the commercial terms of this Agreement, Service Provider may request a revision of the commercial terms and parties shall negotiate and revise the new commercials for the balance tenure of the Agreement. 5. “Net Sales” for the purpose of this Agreement shall mean the revenue generated from the Venue including the rooms, excluding all taxes, and discounts and allowances.

Service Provider shall: 1. Provide Services to the Venue Partner and abide by the terms and conditions as stated herein including payment of Benchmark Revenue. 2. Facilitate the Vendor and/or the third-party operators in providing necessary documents (including no-objection) from the Venue Partner for operations at the Venue. 3. Reserve the right to revise or suspend payment of BR without costs or consequences if, any representation or covenant of the Venue Partner is found or suspected to be false. 4. Notwithstanding, anything to the contrary herein contained, Service Provider reserves the right to place the Venue under the ‘Sold Out’ or ‘Unavailable’ category on the Platform and/or suspend Services as the Service Provider deems fit if (including but not limited to): (i) any inquiry / investigation against the Venue Partner or the Venue with any law enforcement agencies or any government/quasi-govt. department; (ii) any civil or criminal or tortious acts, commissions or omissions by the Venue Partner its employees, representatives, independent contractors; (iii) threat to or  risk of safety or security of customers, Service Provider’s employees, representatives, officials; (iv) dispute with the Venue Partner involving settlement and reconciliation of accounts or performance of the Venue; (v) change in ownership; (vi) Venue is undergoing renovation, repair works, or any damage or seepage issues, unavailability of utilities at the Venue; (vii) Venue Partner undertaking acts of disparagement towards the business and/ or the OYO brand and/ or reputation and/ or goodwill of Service Provider and/or its affiliates or group companies; (viii) the Vendor/operator appointed has ceased operating with no replacement and/or the banquet operations are on hold; or (ix) breach of the terms of this Agreement. Both Parties agree that during the time that the Venue listing remains suspended, despite “OYO Marks” being affixed to the Venue, Service Provider shall not be deemed to be associated with the Venue.

Venue Partner shall: 1. Allow for identification, appointment of Vendor(s),for running, functioning and operations of the banquet and/or associated events (“Vendor”) for a fee (“Vendor Fee”) and undertake such works as described in Annexure 4 for its services, at the sole discretion of the Service Provider 2. Acknowledge and understand that Service Provider may facilitate services to customers through third party/Vendors, on terms and conditions agreed between Service Provider, Vendors and customers. Venue Partner shall cooperate with such third party/Vendor and allow access to the Venue for the purpose of providing their services. Venue Partner shall not unnecessarily interfere/ withhold any terms as may be agreed between the customers and Service Provider. 3. authorizes the Service Provider and/or Vendor to use the documents provided by it for inter-alia applying and obtaining any licenses and/or approvals required for the day to day operations of the Venue including for operating kitchen/pantry/canteen/ Spa/restaurant etc. at the Venue. 4. ensure that on or before the Handover Date, all changes/alterations identified in Schedule A are undertaken at the Venue, at its own cost and expense, failing which, it shall be deemed as a material breach of this Agreement and the Service Provider shall not be obligated to perform any and/or all obligations under this Agreement. 5. Not interfere with the operation and management of the Venue and take all steps for quiet enjoyment and use of the Venue. 6. Have no objection to the appointment and placement of a Designated Sales Manager at the Venue by Service Provider for managing tasks as defined in the Agreement. All decisions regarding the appointment, replacement, or removal of the Designated Sales Manager shall be at the sole discretion of Service Provider, and the Venue Partner shall comply with the same. The Designated Sales Manager shall be subject to the employment policies of Service Provider and applicable laws, including the policies on leaves, benefits etc. 7. Provide office space and infrastructure for the Designated Sales Manager as well as any other Service Provider sales representatives/manager as may be requested by Service Provider 8. Shall take all adequate measures and be responsible for safety and security of the customers and all other persons present at the Venue including providing safe facilities for parking of vehicles of guests, customers and other staffs of Venue Partners. 9. Undertake the customer grievances and issues related to the booking or events as the case maybe and hold Service Provider harmless of such situations; 10. Ensure compliance with all applicable laws by obtaining and maintaining all necessary licenses, permissions, guidelines, and other statutory or regulatory requirements for the Venue and its operations on the Property, as may be required from time to time. 11. Ensure accesses and exit to the Venue at all times shall remain clear and easily accessible from any obstruction or hindrance, illegal occupants. 12. Execute Vendor NOC for operation, management in compliance with statutory / law enforcement requirements, licenses or permissions. 13. Ensure fulfilment of all such commitments in the manner recorded in the customer commitment form (“CCF”). Once acknowledged by the Venue Partner, he shall deliver and conduct the event as per the CCF. Venue Partner shall appropriately compensate the customer in case of failure to deliver and/ or under-delivery on any commitments made to the customer under CCF and indemnify and keep indemnified Service Provider from all customer claims, demands and costs incurred by Service Provider in this regard. 14. acknowledges that Service Provider receives customer feedback through rating system where customers rate their experience of the event at held at Venue out of total score of 5 in addition to reviews and responses, whether on social media, verbally, in writing or otherwise (“Quality Score Policy”) that allows Service Provider to measure the quality of the Venue, including in relation to guest experience. Service Provider shall communicate the parameters on which the Venue will be measured from time to time and the Venue Partner agrees to comply with the Quality Score Policy. The Venue Partner understands that poor performance may result in an impact on marketing visibility; Venue ’s listing being suspended, and termination of this Agreement. 15. Ensure timely payments of all applicable taxes including GST, cess or stamp duty, ground rents and assessments, and any other taxes and levies in respect of the Venue or this Agreement. For clarity, GST on customer bookings shall be collected and deposited by the Service Provider. GST on BR shall be deposited by Venue Partner and reimbursed by the Service Provider in subsequent payment cycle from the date its input credit is available to the Service Provider in accordance with applicable laws. 16. undertake to abide and be responsible during the term of the Agreement, at it cost and expense, to comply with applicable statutory obligations inter alia licenses, approvals and/or NOCs from the relevant authorities. 17. Provide pending receipt of all requisite sanctions and permissions for supply of electricity as per sanctioned load, from concerned department and undertake the following steps to ensure uninterrupted supply of electricity with the sanctioned load: (a) install generator sets (or make other alternative valid and legal arrangements as may be approved by the Service Provider by prior written consent) together with procuring and maintaining any licenses and permissions required for the same; (b) be liable for the scope of generator sets repairs and maintenance as specified in Scope of Work ; and (c) pay all charges, penalties, cesses, costs and expenses, if any, imposed on or incurred by the Service Provider/Vendor as a result of the insufficient and/or lower load of electricity made available at the Venue by the Venue Partner for any reason whatsoever (including any charges levied by electricity department for using excess load of the electricity over and above as sanctioned or required by the Service Provider); the Venue Partner shall be sole responsible to pay foregoing charges, penalties, cesses, costs and expenses on a timely basis to prevent interruption in the supply of electricity and in the event the default to pay or refund any of the aforementioned charges including but not limited to payment of statutory deposits with the concerned electricity department, advance consumption demand charges, current consumption charges and other refundable deposits incurred by the Service Provider within the timelines specified by the Service Provider, the Service Provider shall be entitled to set off or deduct the amounts from the Benchmark Revenue. It is clarified that the Venue Partner is to maintain the requisite power factor levels and in case the procured sanctioned Load is in excess of what is actually utilized at the Venue, the Venue Partner shall refund the relevant portion of bill which Service Provider is subjected to pay because of excess sanctioned Load. In the event that the power factor is operated at less than optimum level at ratio of 0.95, the Venue Partner shall compensate the Service Provider for such amounts as levied by the electricity authorities to the Service Provider. 18. ensure the uninterrupted supply of water by the Handover Date at its own cost (including through water tankers) as per required quality and the quantity including in case of invocation of Force Majeure Event to ensure that operations are not impacted. 19. procure and maintain permission/licenses to install any or requisite sewage treatment facilities from any relevant statutory authority by the Handover Date and its installation as per applicable laws, during the term of this Agreement pay the requisite charges imposed in connection with the sewage or waste water generated as a result of the non-installation or non-compliance with sewage treatment regulations. The Venue Partner shall be solely liable to timely pay all penalties imposed by any government, statutory and/or RWA and to facilitate uninterrupted operations at Venue and in the event of failure to supply the Utilities, the Service Provider would not be required to pay the Benchmark Revenue to the extent of the inoperability of the banquet for the relevant duration. 20. be liable for payment stamp duty charges in accordance with applicable regulatory requirements. 21. shall hand over OTA credentials (including password) of the Venue to Service Provider at the time of execution of this Agreement. The Venue Partner agrees that all pre-existing and new listings of the Venue at any online or offline platform shall be branded and managed by the Service Provider which shall include adding, removing or modifying the name, phone, website, pictures and amenities of the Venue. 22. Acknowledges that he shall be solely liable to the customer on account of: a. mis-representation by the Venue Partner; or b. Unavailability of Venue [e.g. Venue sealing, Venue damaged post booking; or c. Non-fulfillment or gross deficiency of CCF requirements. Furthermore, Venue Partner shall indemnify and hold Service Provider harmless from such claims by the customer. 23. Ensure that the Service Provider has exclusive rights to manage and be responsible for complete revenue, pricing, inventory, booking management for 100% of the inventory at the Venue (including through its online and B2B sales channels), publish such pricing for reservation by customers on the OYO Platform, OTA and all online/offline channels and the Vendor shall fulfill the bookings at such price and receive the payments in Service Provider’s bank account. The Venue Partner agrees and acknowledges that such pricing is dynamic in nature and is subject to change, and such price determination by Service Provider is reasonable in nature. The Venue Partner shall, at all times, comply with respective terms and conditions associated with the use of the OYO Platform, OYO devices and Technological Know-how and acknowledges that listing of the Venue on OYO Platform and other OTA’s is subject to OYO on-boarding requirements and OYO policies, as applicable. The Vendor shall also honor the terms of any discount or promotional or incentive programs that Service Provider offers to the customers from time to time. 24. Acknowledge that all bookings made during the Term of this Agreement shall be exclusively managed by the Service Provider. In the event that any customer or third party makes a booking directly with the Venue Partner, the Venue Partner shall immediately notify the Service Provider in writing without any undue delay. Furthermore, if the Venue Partner receives any payment, advance, or monetary amount directly from any customer in relation to such bookings, the Venue Partner shall promptly disclose the receipt of such funds and shall transfer the full amount without delay to the bank account designated by the Service Provider. 25. Irrevocably authorises the Service Provider to enter into such agreement and arrangements with the Vendor as maybe required for in relation to the operations and management of the Venue and may seek appropriate remedies, against the Vendor. Service Provider agrees to assign its rights to seek recourse against the Vendor for any breach of Vendor under such arrangement. 26. Understands and acknowledges that, for any acts and omissions of the Vendor including operational related issues and claims relating to operations at the Venue, the Vendor shall be solely responsible and liable. 27. Understands and acknowledges that the Vendor shall have recourse against the Venue Partner in relation to the issues and claims pertaining to the Venue, and for any of Venue Partner’s misrepresentation or breach of any warrant or obligation set out in this Agreement. 28. The Venue Partner acknowledges and confirms that: (i) every act, document, matter and thing which shall be made executed or done by the Service Provider for the aforesaid purposes shall be as good, valid and effective as if the same had been made, executed or done by the Venue Partner; and (ii) the Venue Partner hereby ratifies and confirms and agrees to ratify and confirm from time to time and at all times everything that the Service Provider shall do or cause to be done by virtue of the authorization in accordance with this Agreement. 29. Upon the expiration or earlier termination of the Agreement immediately stop use of the Service Provider’s brand name and/ or intellectual Venue. 30. Understand and acknowledge that Vendor will undertake operational related compliances and address operational issues and incur all expenses in relation to operation of the Venue, including payment of consumables, its staff remuneration and statutory payments etc for the specific performance for which Vendor has been engaged at the Venue.

Venue Partner undertakes to complete the following works before Handover Date to the satisfaction of Service Provider: 1. Electrical equipment & appliances: - AC, TV, Geyser to be in good working condition - All fans, lights, and electrical switches to be in good working condition. - Intercom, WiFi, routers to be in good working condition - Lift (if available), DG (if available), Boiler, STP (if available), Submersible pump, etc. to be in good working condition, one time servicing to be done before handover 2. Furniture: - Furniture (Bed, chairs, side tables, wardrobes, doors, etc ) if broken/ply damaged anywhere then same needs to be fixed. - Wherever polishing is needed then the same needs to be done - Door locks/latches/Hinges etc. should be fixed 3. Painting, Pest control & Deep cleaning - Seepage correction to be done as per requirement - Paint work for Façade and Reception area to be undertaken - Entire Venue shall be handed over in good painted condition. - Paint & touchups to be done in the banquet before handover - Complete pest control to be done before handover - Deep cleaning to be done in all the halls, guest rooms, bathrooms, common areas, main porch & kitchen area before handover 4. Bathroom fixtures & fittings: - All sanitary fittings, bathroom fixtures should be in good working condition & replaced if needed - Plumbing lines to be cleared 5. Safety & compliance: - Fire extinguishers to be available as per the requirement under the applicable laws, kitchen, DG area, restaurant each - Working printer to be available at reception - All public areas should be covered with CCTV cameras, should be in working condition along with monitor screen & DVR capacity of 1 month6. Other equipment and requirements -Office main chairs (2) and guest chairs (3) – All rooms led TV has to be provided – kitchen complete paint is required – Store is very much required to keep the chairs & Tables + a small space for kitchen utensils needs to be provided. -CCTV Access needs to be given by the owner. -Load sharing will be done by the owner after the new LCT meter is installed. -A proper storage space has to be provided by the owner to keep the chairs & tables