Hotel & Home: For Hotel and Home Private Limited , incorporated under the Companies Act, 2063 having its registered office at Tinkune, Kathmandu Nepal (hereinafter referred to as "Company", which expression shall unless repugnant to the context herein, include its successors and permitted assigns); and you the Hotel/Accommodation/Hostel/Apartment/ ("Hotel").
GENERAL TERMS AND CONDITIONS
During the Term (defined hereinafter) and for the consideration set out herein, Hotel shall commit to Company a minimum number of Hotel rooms and packages ("Inventory") as may be set out in Hotel & Home inventory management system ("System") available to Company for reservations/ distributions by the Company through various channels available to it.
Hotel's inability to offer Inventory, Inventory and rate parity not being maintained by the Hotel, failure to issue invoices to customers, bankruptcy or winding up proceedings against the Hotel, change of Control of the Hotel or multiple escalations from customers against the Hotel i.e., customer satisfaction index. Hotel shall duly intimate Company of any change of Control. For the purposes of this Agreement, a person shall be deemed to "Control" another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such other person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" shall have corresponding meanings.
The Hotel/ Accommodation represents and warrants to the Company that:
No modification, amendment, waiver, discharge or termination of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
Each Party ("Disclosing Party") acknowledges and agrees that in connection with this Agreement, the other Party (" Receiving Party ") will have access to sensitive information relating to the Disclosing Party including but not limited to business affairs, operations, products, processes, methodologies, plans, projections, know-how, market opportunities, suppliers, customers, marketing activities, sales and/or software ("Confidential Information"). The Receiving Party hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the performance of this Agreement. All such Confidential Information is and shall remain the exclusive property of the Disclosing Party.
The Receiving Party undertakes to use all precautions required to enable it to comply with all the terms of this Agreement and to ensure similar compliance of the same by its employees/ personnel.
Notwithstanding the foregoing, the obligation of confidentiality shall apply to any disclosure of information: (i) that is in or enters the public domain other than by reason of a breach by Receiving Party; (ii) that was in possession of Receiving Party prior to disclosure; (iii) required by law, legal process, or order of any court or governmental body having jurisdiction. Any breach of the aforementioned confidentiality obligations by either Party is considered material breach of this Agreement and non-defaulting Party shall be entitled to terminate this Agreement in accordance with Clause 2 of this Agreement.
All claims arising under this Agreement shall be resolved amicably by the Parties. If such dispute is not resolved amicably between the Parties within 30 days then the same shall be referred to arbitration. The arbitration proceedings shall be carried out by a sole arbitrator appointed mutually by the Parties in accordance with the rules and regulations under the Arbitration Act, 2055. The arbitration shall be conducted at Kathmandu in Nepali language. Subject to the above, the Parties agree to submit to the exclusive jurisdiction of courts at Kathmandu in respect of any dispute under this Agreement. However, the Parties shall have the right to approach the courts at Kathmandu at any time for injunctive relief.
If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable under the laws of any state in which this Agreement shall be performed or enforced, then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement and the Agreement shall be modified to the extent necessary to make it enforceable.
Parties acknowledge and agree that the relationship between them is solely that of independent contractors and nothing in this Agreement is to be construed as employer / employee, franchise/ franchisee, agent / principal, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking and the relationship is purely on principal to principal basis.
The clauses of this Agreement that are by their nature intended to survive shall so survive the Term of this Agreement.
Each of the Parties understands and acknowledges that each Party shall not assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the other Party. However, the Company may at any time assign or transfer all or any part of its rights or obligations arising under or in connection with this Agreement to any of its affiliate entities without requiring the prior written consent of the Hotel.
This Agreement with signed and executed Annexure A contains the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter.