Terms & Conditions

Last updated : 31st August 2024

General Interpretation
- In this Agreement, except to the extent that the context otherwise requires:
- References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Law;
- References to Clauses and Schedules are reference to clauses in and schedules to this Agreement unless the context requires otherwise and the Schedules to this Agreement shall always be deemed to form part of this Agreement; and
- The headings are inserted for convenience only and shall not affect the construction of this Agreement.
Intellectual Property
- Each Party shall remain the owner of their respective Intellectual Property including those created during the Term of this Agreement. Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property of the other Party without prior written consent of the other Party except as provided under the following clauses.
- Each Party grants to the other a non-exclusive, royalty-free, non-transferable, limited right to use, display and reproduce each other’s Intellectual Property, solely in connection with rendering, accessing and availing Services under this Agreement including integrating Client with the OTAs, promotion and marketing. The limited right granted herein above is valid for and during the Term of the Agreement, and in the event of termination or expiry of this Agreement, for any reason whatsoever by either Party, both Parties shall forthwith cease to use the other Party’s Intellectual Property including any and all references from their respective website except for the purpose of referring to this relationship between the Parties.
- Each Party acknowledges that all ownership and beneficial rights, including all title and Intellectual Property Rights of the other Party developed, created and/or invented by the other Party shall vest exclusively with the other Party and such Party disclaims on its behalf and on any person claiming through it any right or interest in the Intellectual Property Rights of the other Party.
Data Management And Privacy
- Saaranya shall have a right to collect, receive, store, deal, handle or use, Client and/or Client’s customers data/information, which may include amongst others, financial information, account details, personal information, order history, transaction history, order status, room tariffs, bookings and traffic (“User Data”), for the purpose of, (i) effectively performing the obligations under this Agreement including providing and improving Javelin Service; (ii) for identification purposes; (iii) promotion and marketing purposes; (iv) for analysis and research; and (v) to prevent and detect fraud or abuse of Javelin Service.
- Client understands and covenants that it shall secure valid, appropriate and express written consent from its customers for the purposes mentioned in this Clause.
- Neither Party shall (i) copy or reproduce, nor (ii) disclose, provide, or leak to any third party, the User Data, either in part or in whole, unless permitted by Applicable Law.
- Both Party shall:
  - properly handle and maintain User Data with the duty of care of a good manager and in compliance with the Applicable Law including Digital Personal Data Protection Act, 2023.
  - take all appropriate security control measures, including legal, organizational and technical measures to protect against unauthorized access and loss, destruction, falsification or divulgation of User Data; and
- Saaranya shall be entitled to use the analytical, statistical and/or aggregated data created by Saaranya using the User Data which shall be Confidential Information and Intellectual Property of Saaranya.
- Each Party shall be obligated to remove/destroy/return the User Data upon a request being made by the owner of a User Data. In case such request is made by the owner of a User Data to Client, Client shall inform Saaranya in writing of such request by the owner and in such case, Saaranya shall be required to comply with the request as reasonably as possible.
- Each Party shall be solely liable for any damage caused to any person as a result of its use and/or misuse of such person’s User Data and shall keep indemnified the other Party in accordance with these terms.
Client Covenants
- Client shall provide prompt and necessary assistance and support to Saaranya for onboarding the Client to Saaranya’s system for providing Javelin Service and continue to do so during the Term.
- Client shall be solely responsible for ensuring adequacy of appropriate software and hardware necessary at Client’s end for Saaranya to provide Javelin Service and bear operating costs towards the same.
- Client shall be solely responsible for ensuring adequacy and correctness of the information and documentation necessary for Saaranya to provide Javelin Service and bear costs towards the same.
- Client shall make timely payments to Saaranya as per the terms of this Agreement and ensure compliance with other terms of the Agreement including additional obligations mentioned in the Schedules.
- Client shall, at all times, keep its accounts and subscriptions with OTAs active and running to enable Saaranya to provide Javelin Service, and provide complete and unfettered access to Saaranya to such Client accounts and subscriptions with OTAs.
- Client shall act as per aid and advise of Saaranya provided through Javelin Service including but not limited subscribing to OTA subscriptions/accounts advised by Saaranya.
- Client shall ensure that it has a functional website linked to Djubo and running in a manner optimum for Saaranya to provide Javelin Service to the Client. If Client’s website is down or suffering from problem(s)/issue(s), Client shall inform Saaranya in writing within first 48 hours (2 calendar days) of the identification of such event.
- Client shall cooperate with and provide necessary assistance to Saaranya for (i) advising on fixing bugs, viruses, glitches and major breakdowns in Client’s website; and (ii) from time to time, advising on upgrading, modifying, altering and performing general maintenance services on Client’s website, for the purposes of this Agreement. Saaranya shall not be liable or responsible for failure to perform or inadequate performance of its obligations under the Agreement as a result of Client’s failure to cooperate with and/or provide necessary assistance to Saaranya.
- Client understands that Djubo Services are required for Saaranya to provide Javelin Service and shall remain subscribed to Djubo Services during the Term without any interruption whatsoever.
- Client understands and agrees that Saaranya does not promise or guarantee that use of Javelin Services will lead to increase in revenue and shall not hold Saaranya responsible for Client’s revenues.
- Client shall not hold Saaranya responsible for any loss or damage suffered as a result of Client’s failure to provide adequate and/or timely information and/or documentation and/or approval to Saaranya.
REPRESENTATIONS AND WARRANTIES
- Both Parties hereby represent and warrant that;
  - it is duly organized and validly existing under the Applicable Laws;
  - it has the power to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it;
  - its obligations under this Agreement constitute legal, valid, binding and enforceable obligations;
  - it is authorized to grant the rights contemplated to be granted in this Agreement; that it has all the necessary right, titles, interests, and licenses in and for performing its obligations and it has full ownership or necessary licenses of and to all Intellectual Properties required for the purpose of this Agreement;
  - the execution, delivery and performance of the Agreement by either Party does not and will not violate any Law, any organizational documents, any agreement or order to which either Party is a party or by which either Party or its assets are bound, or require any consent from any other person or entity;
  - the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.
- Client specifically represents and warrants that;
  - it is entering to this Agreement knowing fully well that Javelin Service does not guarantee or promise increase in revenue for the Client;
  - it has opted for Javelin Service as per its independent evaluation and without any influence from Saaranya.
  - it shall not indulge, when dealing/communication/interaction with Saaranya, its personnel or otherwise, in any infringing, libelous, defamatory, obscene, pornographic, abusive, harmful, threatening, profane, harassing, stalking, embarrassing, tortuous, offensive, hateful, or racially, ethnically or otherwise objectionable, misleading action/activity.
Indemnity
- Each Party (“Indemnifying Party”) agrees to defend, indemnify and hold the other Party (“Indemnified Party”), its employees, directors and officers harmless against any and all liability (including reasonable attorneys’ fees) which the Indemnified Parties may incur, by reason of Indemnifying Party’s (a) breach of any terms and conditions of this Agreement, or (b) any negligence, fraud, willful misconduct or gross negligence, or (c) breach of any of its representations or warranties or covenants or terms under this Agreement, or (d) breach of any Applicable Law. The indemnity obligations under this section shall survive the date of expiry or early termination of this Agreement, whichever is earlier.
Limitation Of Liability
- In no event shall either Party be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost revenues or lost business opportunities) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the Parties have been advised of the possibility of such damages or losses.
- Saaranya’s liability or otherwise, shall not, in the aggregate, exceed the Fee paid by Client to Saaranya (excluding taxes) for a period of 3 (three) months prior to any Dispute.
- Saaranya shall not be liable for any non-compliances under Applicable Law or contract by Client for any commercial transaction or relation between Client and its customers. Client shall keep Saaranya, its employees, directors and officers harmless against any and all liability (including reasonable attorneys’ fees) that may arise as a result of any action undertaken by Client’s customers.
Effect Of Termination
- Parties agree that in case the Agreement is terminated or upon expiry of the Term, as the case maybe:
- Saaranya shall stop rendering Javelin Service; and
- Subject to Clause 8.3, both Parties shall stop use of each other’s Intellectual Property.
- Termination of the Agreement shall not absolve the Parties from performing their respective obligations under the terms of the Agreement until such termination and any provision that survives the termination of the Agreement.
- Notwithstanding anything contained in the Agreement, should Client continue with Djubo Services, each Party shall be entitled to its rights and entitlements under the agreement for Djubo Services.
Confidentiality
- Each Party (“Receiving Party”) shall (i) hold the Confidential Information of the other (“Disclosing Party”) in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care; and (ii) not use the Confidential Information of the other Party for any purpose whatsoever except as expressly contemplated under this Agreement. Each Party shall disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that such employees comply with the provisions of this Clause.
- The obligations of the Receiving Party under this Clause will not apply to information that the Receiving Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public without breach of Agreement or other wrongful act by the Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of Agreement by the Receiving Party, or (iv) is independently developed by the Receiving Party. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of Governmental Authorities that have jurisdiction over it; provided that the Receiving Party (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy unless prohibited by Law to do so, (b) discloses only such Confidential Information as is required by the Governmental Authority(ies), and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
- Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Clause by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.
Non Compete And Non Solicitation
- During the Term of the Agreement and for a period of 3 (three) years thereafter, Client shall not engage in, directly or indirectly, through a partnership/LLP, as a shareholder holding share capital of any company, as a joint venture, as a collaborator, as a consultant, as a proprietor as an advisor, as a principal contractor or sub-contractor or agent or in any other manner whatsoever, whether for profit or otherwise, any business which competes with the whole or any part of the Business being or which may be carried in future by Saaranya. Notwithstanding anything contained in this Agreement, such non-compete obligation shall be applicable on the Client in perpetuity if premised on use of the Confidential Information and/or Intellectual Property of Saaranya.
- During the Term of the Agreement and for a period of 3 (three) year thereafter, Client shall not or attempt or assist any person to employ, consult, solicit, incite or canvass, any person who is in or was upto 12 (twelve) months prior, in the employment or retainership or consultancy of Saaranya.
Miscellaneous Provisions
- Waiver. Any delay, waiver, forbearance, or omission on the part of either Party to exercise any power or rights arising out of any breach or default by the other Party of any of the terms, provision, or covenants hereof, shall not affect or impair such Party’s rights nor constitute a waiver by such Party of its right to exercise any power or rights arising out of any subsequent breach or default.
- Independent Contractor. The Parties are independent contractors to each other. Nothing in this Agreement shall be construed to create any relationship, including but not limited to, a partnership, joint venture or agency relationship between the Parties.
- Force Majeure
  - The failure of a Party to fulfil any of its obligations under this Agreement shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Agreement.
  - For the purposes of this Agreement, “Force Majeure” means an event which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, spread of an infectious disease which is epidemic or pandemic in nature, storm, flood or other adverse weather conditions, power failure, strikes, lockouts, confiscation, hacking, internet blackout or any other action by Government Authorities.
  - Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party’s agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected to both (A) take into account at the time of the conclusion of this Agreement, and (B) avoid or overcome in the carrying out of its obligations hereunder; and (iii) Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
  - If the Force Majeure event continues unabated for an uninterrupted period of 90 (ninety) days then either Party shall be entitled to terminate this Agreement by notice in writing to the other Party, whereupon this Agreement shall forthwith stand terminated.
- Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by Law, all other conditions and provisions of this Agreement shall nevertheless remain, in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, such term or provision shall, as far as possible, be so modified and construed so as to effect the original intent of the Parties as closely as possible in an acceptable manner.
- Disclaimer: Saaranya makes no representations or warranties of any kind whatsoever, express or implied, in connection with the Javelin Service including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-interference with or, or the accuracy, reliability or quality of the Javelin Service. Saaranya makes no representations or warranties that the Javelin Service will meet the Client’s requirements or will be uninterrupted, timely, secure, or error-free.
- Assignability: Client shall be not entitled to assign its rights and obligations under the Agreement to a third party without Saaranya’s prior written consent. Saaranya shall be entitled to assign its rights and obligations under the Agreement to third parties and/or its affiliates such as associate entities, subsidiaries, holding companies etc. without any prior written consent from the Client.
- Amendments: Any provision of this Agreement may be amended provided such amendment is in writing and signed by both Parties.
- No-Exclusivity: Parties agree that this Agreement is being entered into on a non-exclusive basis.