Terms & Conditions
By using Mini Hotel Man Business Solutions OPC Pvt Ltd. Platform, you acknowledge that you have read and agree to these terms and conditions.
Supplier- Mini Hotel Man Business Solutions OPC Pvt Ltd.
Customer- Party seeking services
Mini Hotel Man Business Solutions OPC Pvt Ltd. (Supplier) provides a Platform (Software as a Service) to Customer for better management of their services.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Supplier (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
Mini Hotel Man Business Solutions OPC Pvt Ltd. agrees to supply and the Customer agrees to purchase the Platform subscription.
Supplier may make changes, modifications and updates to the Platform (including adding or removing functionality or features) from time to time as long as there is no material degradation of the service.
Access to the Platform is granted subject to the following conditions:
it may only be used by the Customer;
it must not be used to provide a service or functionality which is similar to the Supplier’s Platform or competes with it;
it must not be copied, reproduced, resold or resupplied; and
it must not be used for any purpose other than the purpose for which they are supplied under the Agreement, including (without limitation):
for any improper or unlawful purpose;
to damage or interfere with the Supplier’s Infrastructure or the supply of the products and services to other Customers;
to host or transmit information containing viruses or other harmful code; or
to modify, reverse engineer, decompile, create other works from, or disassemble any programs contained in the Supplier’s Platform.
The Supplier does not guarantee continuous, uninterrupted access to the Platform as the Platform, being a SaaS technology relies on complex connectivity between the Supplier’s Infrastructure and third party systems via the internet, which may be interfered with by numerous factors outside of Supplier’s reasonable control.
The Customer is responsible for implementing appropriate security processes, systems and procedures to protect themselves from the download of any virus, worms, Trojans, ransom wares or other malicious codes that has contaminating, harmful or destructive qualities.
The Customer acknowledge that when assessing their application to purchase the Platform subscription, Supplier may require information to verify their identity, size and scale. The Customer agrees to provide all information reasonably required for such purposes and authorise Supplier to contact any such third party to obtain the relevant information.
The Supplier shall issue each Customer with login credentials to access the Platform. These login credentials are personal and must not be shared. The Customer and its personnel must maintain adequate security to ensure that no unauthorised person gains access to the login credentials.
The Customer must not store credit or debit card data, including name, number, expiry details, CVV or any other financial data, in any part of a Platform which is not specifically designed for the storage of encrypted credit card information. The Customer agree to indemnify, defend and hold Supplier harmless from and against any liability, claim, action, loss, harm, damage, cost or expense arising out of a breach of this clause.
FEES
The Customer agrees to pay the Fees for the entire duration of the Term.
If a Free Trial is offered to the Customer, the Customer is entitled to use the Platform for the Trial Period free of charge.
If the Customer does not wish to continue using the Platform, it must terminate the Agreement during the Trial Period by providing written notice to the Supplier.
If the Customer does not terminate the Agreement, the Supplier will commence charging for the Platform from the first day following the Trial Period.
The Supplier will invoice the Customer monthly (in advance and/or in arrears) for Fees due under the Agreement. Fees paid in advance are non-refundable.
The Customer must pay all Fees by the due date for payment specified in the invoice in cleared funds without set-off, counterclaim or deduction of any kind, including in respect of taxes, levies, imports, duties, charges (including intermediary bank charges) or fees.
If the Customer disputes any part of an invoice, the Customer must notify the Supplier in writing within 15 days of receipt of the invoice of the reasons for disputing the invoice and pay the undisputed amount on or before the due date for payment. Failing this, the Customer will be deemed to have accepted the invoice as accurate.
If the Customer fails to make a payment due under the Agreement when called upon to do so, the Supplier may charge the Customer default interest on the undisputed overdue amount from the due date for payment up to the date of actual payment at the Interest Rate.
Fees may be increased annually following the Initial Term.
CUSTOMER OBLIGATIONS
The Customer must:
maintain the necessary infrastructure to support the provision of the Products and Services;
ensure that all information and content inputted or uploaded to the Platform is accurate and up to date;
only input, upload, publish or provide Platform with content that it owns all the rights to, or that the rights holder has granted it permission to use for such purposes;
comply with any operational procedures and maintain technical controls, or other reasonable directions given by the Supplier from time to time in relation to the Platform;
comply with any applicable law and the requirements or directions of Government Agencies;
provide the Supplier with all information, assistance and co-operation reasonably requested by the Supplier in order to enable the Platform to meet its obligations under the Agreement;
not do, or omit to do, anything which the Customer is aware or ought reasonably to be aware, could have an adverse effect on the operation or maintenance of Platform; and
provide the Supplier and its contractors, agents and employees with prompt access to the Customer Software and to the Customer’s personnel, equipment, data and information as is reasonably required for the purpose of delivering the Platform.
MAINTENANCE & SUSPENSION
The Supplier may perform scheduled and unscheduled maintenance on the Platform from time to time. The Supplier shall use reasonable efforts to give the Customer notice before undertaking any scheduled maintenance that might impact on the operability of the Platform.
The Supplier may suspend a Product or Service, or access to the Platform, if and for as long as it is necessary to comply with any law, protect any person, system or equipment from harm, or to enable authorised persons to attend to an emergency.
SUPPORT
The Supplier will provide reasonable support to the Customer during business hours.
The Customer must treat all Supplier staff with respect and refrain from engaging in any abusive, aggressive or vexatious behaviour towards Supplier’s representatives. The Customer acknowledge and agree that a breach of this clause is a material breach of the Agreement.
FAULTS
The Customer must report Faults to the Supplier’s support team without undue delay.
The Supplier is not responsible for rectifying Faults where the Fault is caused by the Customer.
If a Fault results in a double or incorrect booking, the Customer is expected to refund the affected guests. The Supplier will not be responsible for any gifts or compensation provided to affected guests or to the Customer (including the costs of alternative accommodation).
DATA PROTECTION
The Parties undertake to comply with applicable provisions on data protection in accordance with the applicable data protection laws on the protection of natural persons about the processing of personal data and on the free movement of such data where they are acting as a Data Controller.
CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Parties which would reasonably be considered to be proprietary to the Parties including, but not limited to, accounting records, business processes, and their records and that is not generally known in the industry and where the release of that Confidential Information could reasonably be expected to cause harm to the Parties.
The Parties agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the other Party or as required by law.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights which are owned by the Parties as at the Effective Date will at all times remain owned by them exclusively and nothing in the Agreement may be construed as transferring the ownership of the Intellectual Property Rights of one party to another.
Nothing in the Agreement confers on the Customer any rights, title or interest in, or a licence to use, the Supplier’s Intellectual Property Rights.
The Customer:
acknowledge and agree that the Platform is Supplier’s Confidential Information protected by copyright;
must not attempt to modify or create any derivative work of the Supplier’s Platform;
must not remove, modify or obscure any copyright, trade mark or other proprietary rights notices that are contained in or on the Platform; and
must not reverse assemble, disassemble, reverse engineer or otherwise attempt to access or derive the source code, the underlying ideas, algorithms, structure or organisation of the Platform.
The Customer grants the Supplier the right to use Hotel Data for its commercial purposes, on condition that data is only used on an aggregated basis and otherwise in such a way that the identity of the Customer (if an individual), Customer Users and guests are not discoverable.
TERMINATION
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non- defaulting Party may terminate this Agreement immediately.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Supplier will end upon the termination of this Agreement.
INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to hold harmless the other Party, and its respective owners, directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
GOVERNING LAW
The Agreement will be governed by and construed in accordance with the laws of India.
SEVERABILITY
In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.