Scope of Application: The present Terms and Conditions form an integral part of the   Agreement executed between Infibeam Avenues Limited (ResAvenue/ Service Provider) and You (the Merchant/ Hotelier / Hotels’ authorized representative). The Agreement and the present Terms and Conditions together shall govern the terms of use of ResAvenue Services such as Hotel Internet Booking Engine, Channel Manager services etc.  (‘ResAvenue services)

You have expressly accepted these terms and conditions by signing up with Infibeam Avenues Limited through the said Agreement. In the event that the parties have agreed in writing that other terms and conditions shall apply, the latter terms and conditions shall apply only for the specific arrangements for which they have been agreed.

The Present Terms and Conditions are electronic record in terms of Information Technology Act, 2000 and its subsequent amendments. This agreement is system generated and does not require a physical or digital signature. These Terms and Conditions are governed by the Laws of India and rules and guidelines set by Governing Authorities from time to time.

These Terms and Conditions shall be binding on ResAvenue and you from the date of Execution of the Agreement with ResAvenue. You must forward all the requisite documents to ResAvenue for processing Merchants’ service requirements. ResAvenue will not release any payout to you unless the entire documentation process is complete.

In order to avail the Services of ResAvenue, in addition to the terms of the Agreement, you hereby agree to the following:

1.  “Agreement” shall mean this agreement, declaration and indemnity and any and all Annexures schedules, appendices, forms and exhibits attached to it or incorporated in it by reference.
2. "Customer" means any person holding a Valid Credit Card/Debit card/Net Banking Account and who desires to make hotel reservations or purchase Services or Products from the Sub-merchants and makes payment for the same over the Internet on the Merchant’s and Service Provider’s Web sites using a Valid Credit Card/Debit Card/Net Banking Account or any valid online payment instrument.
3. “Customer Charge” means the sale price of the Product/ Service  purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product / Service that are to be charged to the Customer’s Valid Credit Card/Debit Card/Bank Account.
4. “Effective Date” means the date of acceptance of the present terms and conditions of this agreement by you.
5. “Issuing Bank” in respect of a Customer, means the bank, which has issued the Valid Credit Card to the Customer with which Customer makes the payment for the Merchant’s Service reservations and other Services.
6. “Transaction Discount Rate (TDR)” means, the nonrefundable rate charged to the Merchant by the Service Provider on the transaction amount processed through Service Providers Internet Hotel Booking Engine and online payment facilities, the TDR is exclusive of all taxes.
7. “Subscription charges” means any charge other than TDR, payable to Service Provider by Merchant on subscription basis. The term Subscription Charges include Set up fees, Software fees, charges for Channel Manager Services and other Services. The Subscription charges are exclusive of all taxes.

This Agreement will become effective upon Effective date and will remain in effect unless otherwise terminated in accordance with the provisions of this Agreement.

The parties hereto agree to the payment terms as mentioned herein in, any special payment terms, if applicable, shall be agreed in writing separately.

1. Payment of Subscription charges to the Service provider
   
   The Merchant agrees to pay all charges for the Services as set out in the Merchant Details Form and shall be paid upon invoice raised by ResAvenue. Charges are recoverable in advance as per the billing cycle as agreed upon in the Merchant Details Form and in accordance with the Terms and Conditions   Revision to the charges and Services as agreed under the Merchant Details Form shall be incorporated by executing an additional revised Merchant details from mentioning the terms of revision. For clarification the term “Due Date’ means the last date as mentioned by the Services Provider on which the Charges/ any other due amount becomes payable by the Merchant to the Service Provider. (Example: Service provider raises an invoice on 15th September, the due date will be the 15th day post the date of invoice, i.e.1st October. During the period from the date of Invoice and till the Due date, the merchant shall endeavor to make payment of Charges within successive 7 days. In case the payment of charges is not received within the said 7 days then an additional grace period of 7 days will be allowed to the Merchant. 
2. Payment of Customer charge  to the Merchant:

For online payments processed though payment gateway services of ResAvenue the payouts will be settled in the following manner:  Subject to the provisions of the Agreement, the Service Provider agrees to:

• pay the Merchant as per the payment schedule agreed between the Merchant and the Service Provider  
• pay the Merchant the Customer Charge less the Permitted Deductions (as mentioned below) for all Services/products provided by the Merchant to its customers for all services/products ordered by the Customers on the Merchant’s website and through the online payment services of the Service Provider subject to the proof of service delivery being electronically submitted to the Service Provider through the ResAvenue interface and all inquiries, disputes, cancellations and refunds processed on account of Merchant's Customer Charges during the period.
• Permitted Deductions: The payment due to the Merchant will be equal to the sum of all Customer Charges for products/services, which have been delivered/executed/serviced within the specified time period LESS any fees including TDR as mentioned in Pricing table, invalidated payments, chargebacks, refunds or any bank fees or penalty by banks for excessive chargebacks or refunds, applicable taxes, other amounts that the Sub-Merchant owe to the Service Provider under this arrangement. If there are insufficient funds available in Merchants account, the Service Provider shall claim from the Merchant such amount to the extent the funds are insufficient; which the Merchant on receipt of the claim undertakes forthwith to pay to the Service Provider without any delay.

If the Merchant fails to pay the Charges or any other amount receivable by Service Provider on or before the Due Date, then one or all of the following actions may be initiated, The Service Provider may suspend the Services till the due amount is received and or a late fee may be imposed of interest at the rate of 12%pa. on the amounts remaining unpaid, , The Service Provider may adjust the due amount from other funds of Merchant available with Service Provider under other Services Reinstatement of Services may attract a reinstatement fee per listing. In addition to the terms stated here in, the payment terms are subject to the Terms and Conditions.

1. Third Party Services: The Merchant agrees that the Third Party services referred by Services Provider can be availed as per the terms and conditions of the Third Party Service provider. Integration and other facilities as may be provided by the third party service provider may involve additional cost.
2. the Charge payable to Service Provider under the Agreement and the Transaction Discount Rate may be revised based on the internal policies of the Service Provider; the revision shall be informed by the Service Provider in writing.

The Merchant is responsible for maintaining and updating all of its information on the system provided by  Service Provider’s including, but not limited to, the accuracy in  availability of services so offered by the Merchant, rates and other information available through the system provided Service Providers .In the event of overbooking including, without limitation, when a guest reserves a service offered by merchant through the Service Providers’ system that is not actually available at the Merchant’s property, the Merchant is responsible for satisfying the guest by finding acceptable alternative and, possibly, financially compensating the guest and he Service Provider will not be liable in any way in respect of such and the merchant hereby indemnifies and keep indemnifies the Service Provider and the facility providers regarding the same.

The Merchant agrees that payment made in respect of which the Issuing Bank/Customer raises a claim on the Service Provider / Facility Providers / Acquiring Banks shall be the financial responsibility of the Merchant.  The Merchant agrees to make payment in respect of such due amount or the charging back of any uncollectable charge or any other amount. The Merchant hereby authorizes the Service Provider to deduct the same from amounts payable to the Merchant under this Agreement in respect. If there is insufficient funds available therein; the Merchant shall on finding out negative balance in his Merchant Accounting and Research System (M.A.R.S) Interface and/or on receipt of the e-mail from the Service Provider and/ or claim from the Service Provider undertakes forthwith without any demur, protest, dispute or delay, to pay to the Service Provider, the amount of the dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of Service Providers rights and remedies, in the event that the Merchant does not make any payment to Service Provider by its due date or on demand as required under this Agreement, the Service Provider shall be entitled to charge monthly interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full, at the rate of 12% per annum, as well after as before judgment.. Except for transaction processing errors solely attributable to the Service Provider, the Service Provider shall not be liable and or responsible in any manner whatsoever for any chargebacks, refund amounts, penalties, disputes, claims, losses, damages which may be levied on Service Provider by the Card Companies, Acquiring Banks, Facility Providers or the partner banks arising with regards to the Transactions processed for the Merchants in any manner whatsoever.

1. All the data processed under the agreement and these Terms and Conditions is subject to the data Privacy Regulations under applicable laws. The Merchant and The Service Provider shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, General Data Protection Regulation (GDPR) (EU) 2016/679 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the “Privacy Regulations”).
2. The Service Provider its employees, contractors or agents may, in connection with this Agreement, collect Personal Information in relation to The Merchant (including The Merchant Customers, employees and directors) The Service Provider may process, use and disclose, transfer and store the Merchants customers personal information for purposes connected with this Agreement and otherwise for the purposes of its legitimate business and business operations or as required by law.  
3. Insofar as information provided, or to be provided, by The Merchant to The Service Provider includes the Personal Information of customers, The Merchant represents and warrants that it has obtained sufficient informed prior consent in writing from each  Customer to whom any Personal Information relates to, in order for The Service Provider to comply with applicable data privacy regulations and which allows The Service Provider to collect, use, disclose, process, transfer and store such information for the purposes specified in this Agreement and the Schedules, including in the circumstances described above, and will provide The Service Provider with such consent as and when requested by The Service Provider.

1. The Merchant shall use the services of the Service Provider only for the services agreed under the Agreement and the Terms and Conditions. Using the services of the Service Provider for any other purpose shall entitle the Service Provider to take appropriate legal action and suspend all the pay-outs to the Merchant.
2. The Merchant shall not misuse the services of The Service Provider for illegal gains including but not limited to illicit use of Credit Cards.
3. The Merchant in case of any fraud or ill intentional transaction by customer shall cooperate with the Service Provider and forward all necessary transaction and customer details to The Service Provider at the earliest.
4. The Merchant data related to transactions taking place through the Services of the Service Providers shall be stored by the Service Provider for a maximum period of one year from the date of transaction. Post completion of this one year the data will automatically get deleted from The Service Providers’ database. The Service Provider shall not be liable to produce the data that is older than one year.

The Merchant hereby undertakes and agrees to indemnify the Service Provider  its affiliates and hold Service Provider harmless and keep the Service Provider at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of the Service Provider and the Facility Providers on a solicitor / attorney and own client basis), awards, damages, losses and/or expenses however arising directly or indirectly against any claim by the Hotels, customer or any third party against the Service Provider.

Without prejudice to any other provisions of this Agreement, Service Provider shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Service Provider’s systems, facilities and services, and/or this Agreement.

The Merchant agrees that the Service Provider has the right to use, reproduce, display, distribute and transmit on the on its websites, and any of the Service Providers partner’s/ travel-agents websites, any information or material provided by the Merchant regarding the Services of Merchant

Either Party may terminate this Agreement on 30-days written notice to the other without assigning any reason. In case of Breach of term of this agreement the Service Provider may terminate the agreement with immediate effect.

The Merchant represents that it is validly existing under the Laws of India and is in compliance with all the applicable laws including but not limited to the all the data protection laws. The person entering into this Agreement on behalf of the Merchant represents and warrants to the Service Provider that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of the Merchant, that this Agreement has been duly authorized by the Merchant and that this Agreement will constitute a legal, valid and binding obligation of the Merchant.

The Merchant acknowledges that, except for the rights expressly granted herein, this Agreement does not transfer to the Merchant, and the Merchant does not obtain from the Service Provider, any rights in and to the Intellectual Properties owned by the Service Provider. All right, title and interest, including without limitation intellectual property rights, in and to the services of the Service Provider will remain solely with the Service Provider. The ownership of the intellectual property rights shall remain solely with the respective owner of the Intellectual Property.

1. The Service Provider makes no warranties and representations other than those expressly stated within the agreement and the present terms and conditions.  The services of ResAvenue may be utilized in conjunction with other third party products and services.  Service provider make no warranty regarding any transactions, products or services executed through a third party, or by a third party in connection with services of service provider, and merchant agree that such transactions are conducted entirely at merchant’s own risk. Any warranty that is provided in connection with any offerings or services through a third party is provided solely by such third party, and not by the service provider.
2. Service provider does not warrant or represent that any third party provider is compliant with federal, state or local laws and regulations. Furthermore, as it relates to third party products and services and without limitation, service provider makes no warranties or representations as to the storage, handling, processing and transmission of a cardholder’s data to any particular standards such as the payment card industry data security standard.  Neither Service provider nor any of its affiliates make any warranties and representations regarding the performance and security of any third party system.
3. The use of third party products and services is done at merchant’s own discretion and risk and with merchant’s agreement that merchant will be solely responsible for any damage merchant experience as a result of merchant’s use of third party products and services. Any warranty that is provided by a third party is provided solely by such third party, and not by service provider or any other of service provider’s affiliates.
4. Merchants’ exclusive remedy and our entire liability, if any, for any claims arising out of these terms and Merchants’ use of the services of the service provider shall be limited to the amount paid to for services of  the  service provider  during the prior three (3) month period before the occurrence of the act giving rise to the liability.
5. In no event shall the service provider or its affiliates be liable to  merchant  or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profit loss, whether or not  the service provider has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of services of the service provider or any third party products and services referred by the service provider.
6. In no event shall the charges paid to the service provider for its services in connection with the third party services shall be refunded.
7. Further, the service provider shall not be liable in any way for third party promises regarding the service providers’ offerings or for assistance in conducting commercial transactions with the third party, including without limitation the processing of payments.

The Service Provider and the Facility Providers shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.

1. Variations of Agreement: The Service Provider reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Merchant upon notification to the Merchant by ordinary post and if the Merchant is unwilling to accept such variation or amendment or introduction, the Merchant shall notify the Service Provider in writing by Registered Post within five days from the receipt of the notification by the Service Provider.
2.  Assignment: The Merchant may not assign this Agreement without the prior written consent of the Service Provider. The Service Provider may assign all its rights, titles, and benefits under this Agreement to any of its affiliates. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
3. Survival of Provisions. Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.
4. Jurisdiction and governing law: The laws of the India only and no other nation shall govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the courts located in Mumbai, India as regards any claims or matters arising under or in relation to these terms and conditions.
5. The Merchant hereby agrees, confirms and guarantees to the Service Provider that as long as this agreement is valid and subsisting between the parties, the Merchant shall prominently display the Service Providers ResAvenue booking engine links on the Merchants website/s to enable its customers to book the Services of Merchants in real time.
6. Notices: Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, cable, EMAIL, facsimile or telex to:
   

   In the case of the Merchant: As mentioned in Merchant details form
   In the case of the Service Provider Name: Infibeam Avenue Limited
   Address: Plaza Asiad, Level II, S.V.Road, Santacruz (West), Mumbai - 400 054. INDIA.
   Email: accounts@resavenue.com
   ATTN: - Mr. Vishwas Patel
   
   Notice will be deemed given:
   
   in the case of hand delivery or registered mail or email or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party; Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.