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Agreement between customer and www.onefinerate.com ,the website operated and managed by Samaara Hotels & Services Pvt. Ltd
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This Agreement is an electronic contract deemed executed [AS1] at Gurgaon (Haryana) under the provisions of the Information Technology Act of 2000 and rules made thereunder by and between Samaara Hotels and Services Pvt Ltd, a Company incorporated under the Companies Act, 1956 in India for their online travel portal called onefinerate.com and having its corporate office at Vatika Business Park, Fourth Floor, Tower 1, Sector 49, Gurgaon 122018 (hereinafter referred to as "ONE FINE RATE " or “OFR” which expression shall, unless repugnant to the context or meaning thereof include its successors and permitted assigns) AND The "Client" (as detailed in Annexure A ) (that is, the user/entity/person/business opting for corporate services of OFR electronically).
OFR and Client shall be hereinafter collectively referred to as “Parties” and individually as "Party"
WHEREAS OFR is inter-alia engaged in the business of provision of Accommodation reservation services for the purpose travel and tourism.
WHEREAS the Client is desirous of engaging OFR for availing OFR’s services in accordance with the terms and conditions stipulated under this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:
This Agreement shall come in to force as of the date of acceptance of this Agreement by both Parties electronically as detailed in Annexure A ("Effective Date") and shall be valid until any of party wants to terminate after giving prior notice
2. SCOPE OF WORK
1. OFR will enable the Client to access its dedicated corporate section in the website as per terms provided in this agreement.
2. OFR shall provide such services like hotel bookings as may be selected for by the Client via the online interface provided by OFR (hereinafter referred to as the "Services"). The Client agrees OFR is merely acting as an intermediary and an aggregator and is not the actual service provider of accommodation services. The Client agrees to receive Services on an ‘as-is’ basis, except for any specific representations and warranties agreed by OFR under this Agreement.
3. The Client shall not have any rights to insist specific performance by OFR. The services will be subject to such restrictions as OFR may specify from time to time. Accordingly, the hotel would be responsible for providing accommodation to the Client. in accordance with the terms and conditions of this Agreement and the policy of the concerned hotel
4. The services are solely for the internal use of the Client. The Client is not authorized to redistribute the Services or derive any commercial benefit from the Services in any manner whatsoever.
5. Client shall be provided with necessary login credentials and password to the online interface for accessing corporate Services under this Agreement. It shall be the sole responsibility of the Client and its employees, agents and officials to maintain the confidentiality of the online login credentials.
6. While this Agreement is intended to govern the inter-se relationship between the Parties, the Client acknowledges each hotel /service provider shall have its own sets of terms and conditions like Cancellation polices, payment policies for in-house services, service charges etc governing the booking of every travel service (for instance, every hotel shall have its own house rules).
3. CORPORATE PLATFORM
1. OFR will at its sole discretion provide the information about the availability, rates and other details of the Services made available on the Platform.
2. The list of all officers and employees to whom the Client wishes to grant access of Platform (‘Users’) will be shared with OFR in writing. The term Users shall include Admin-user profiles i.e. profiles created by the Client to manage reservation/cancellation/modification of Services on behalf of one or more employee or officer of the Client. The Client will be liable for ensuring that all provisions of this Agreement including but not limited to the obligations of the Client will be complied ‘as is’ by all the Users. The Client further represents that it has provided the necessary authorization to each User for accessing the Platform and to act for and on behalf of the Client for making the reservation/cancellation/modification of any Service under this Agreement
3. The Client shall be solely responsible for ensuring that only authorized Users access and make reservation/cancellation/modification on the Platform.
4. TRANSACTION FEE AND PAYMENT TERMS
1. In consideration of the Services, Client shall be liable to pay all fee and charges, including cancellation charges wherever applicable (hereinafter collectively referred to as "Service Charge") to OFR as specified electronically.
2. In addition to the Transaction Fee, Client shall be liable to pay the actual booking amount levied by OFR’s third party service providers.
3. OFR will either receive a monthly retainer for extending services of special benefit for its corporate section in the website or charge service fees per transaction. The services fee plus its applicable GST will be payable by the Client directly to OFR.
4. In the event that the Client fails to make the payment in accordance with the terms as specified electronically, OFR shall be entitled to withdraw all discounts offered under this Agreement, refuse/ suspend the provision of Services and levy an interest on the amount unpaid by the Client at the rate of 24% per annum, payable from the due date of payment till the date of actual payment.
5. OFR may choose to levy a convenience fee on the Services offered pursuant to this Agreement.
5. REPRESENTATIONS AND WARRANTIES
1. Each of the Parties represents and warrants to the other Party that:
a. It has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; and
b. The Client additionally represents and warrants that:
2. It acknowledges that OFR reserves the right to refuse to make available any Service(s) to the Client for a variety of reasons, including but not limited to any technical or other failure affecting the services of OFR on account of reasons beyond its control.
3. It will be responsible for ensuring that each User complies with the applicable laws and the provisions of this Agreement.
4. It has authorized the Users to make payments to OFR on behalf of Client.
5. It has authorized the Users to access the Platform and make reservation/cancellation/modification of Services including but not limited to making submissions to, and sharing/signing documents, agreements (online, physical or verbal) on behalf of the Clients in dealings with OFR and any other third party
6. It has authorized OFR to correspond with the primary service provider/chain/aggregator in respect of any third-party travel services requested by the Client for booking confirmation, issuing vouchers for the service, collection payments from the User for primary services and for rendering payment to the primary service provider/chain/aggregator on behalf of the Client.
6. INTELLECTUAL PROPERTY
1. All rights pertaining to trade names, trademarks, service marks, logos, symbols, proprietary marks and any other intellectual property rights in respect of the Platform shall exclusively vest with OFR. This Agreement does not create any licenses from OFR to the Client.
2. The Client shall not acquire any right whatsoever, in the intellectual property rights of OFR (detailed above) on account of the limited permitted use of the Platform as per this Agreement
3. OFR retains the right to use the logo/trademark and such related intellectual property rights of the client for the limited use of marketing/public relations
Each Party shall maintain complete confidentiality relating to all matters, documents, data and information dealt with by it, in the course of business contemplated by this Agreement including either Party’s Proprietary information and shall not disclose to any third party, excluding statuary authorities where so empowered and shall use its best efforts to ensure that its directors, officers, employees, consultants, any other person dealing with such Confidential Information keep secret all information disclosed or made available to them.
The recipient Party shall, upon disclosing Party’s request, immediately return to the disclosing Party all Confidential Information in its possession or control, whether in a physical form or recorded or stored by electronic means or otherwise, including all copies thereof.
Each Party agrees to indemnify and hold the other Party, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney's fees and expenses and other costs of legal defence whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of the former Party or any of its directors, officers, employees, or agents, including, but not limited to, (1) breach of any of the provisions/obligations of this Agreement (2) negligence, misconduct or other tortuous conduct, or (3) misrepresentations made herein
Notwithstanding anything to the contrary contained herein, the Client additionally agrees to indemnify and hold OFR, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney's fees and expenses and other costs of legal defence whether direct or indirect, that OFR may sustain or incur as a result of any acts or omissions of the Users, including, but not limited to (1) unauthorized use of the Platform, (2) fraud on account of any User or any unauthorized user accessing the Platform on account of the access granted to the Client, or (3) breach of any of the provisions/obligations of the Agreement; and
9. LIMITATION OF LIABILITY
1. In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including without limitation, loss of revenue or loss of profit, or for any reason whatsoever arising under this Agreement.
2. Notwithstanding anything to the contrary contained under this Agreement, OFR shall not be responsible or liable for any act errors, omissions, delay, missed connections, accident, losses, injuries, death, property damages or any indirect or consequential damages resulting therefrom, which may be the result of action, inaction, negligence, default or insolvency of any hotel/ accommodation supplier,. OFR does not give any representation or warranty with respect to any aspect of any third party suppliers’ services. In the event of suppliers’ default with respect to all or any part of such suppliers’ services, the Client’s sole recourse shall be with such suppliers’, and shall be subject to said suppliers’ own terms and conditions.
3. Client shall not be liable for any third-party URLs or links that may be found on the online interface provided by OFR, and the Client acknowledges that it may access the same on its own liability and risk.
In any or all events, OFR’s absolute aggregate liability under or in any way related to this Agreement shall be limited to the particular Transaction Fee paid by the Client to OFR with respect to the transaction from which such liability arises.
1. Either of the Parties shall be entitled to terminate the Agreement, without assigning any reason thereof, by serving a 30 days’ prior written notice to the other Party.
2. In the event that either of the Parties breaches any of the term or conditions of this Agreement, the other Party shall provide a written notice of the breaching Party indicating the nature of such breach, with reference to the applicable provisions of this Agreement. If such breach is not cured within fifteen (15) days of the date of such written notice, the other Party shall be entitled to forthwith terminate this Agreement by serving a written intimation to the breaching Party.
3. Either of the Parties shall be entitled to forthwith terminate the Agreement, by serving a written intimation to the other Party, in case the other Party enters into liquidation, either voluntary or compulsory, or become Insolvent, or enter into composition or corporate reorganization proceedings or if execution is levied on any goods and effects of the other Party or the other Party enters into receivership or Bankruptcy.
4. Expiration or termination of this Agreement shall not exonerate either of the Parties from obligations accrued on it prior to such termination or expiration.
11. GOVERNING LAW AND JURISDICTION
1. This Agreement shall be governed by and construed in accordance with the laws of India.
2. All disputes between the Parties, arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts at Gurgaon (Haryana), India.
3. Neither Party shall be responsible for any failure to comply with its respective obligations under this Agreement, where such failure or delay is due to events of Force Majeure (as defined below) provided that the affected Party notifies the non-affected Party within reasonable time of the commencement of the event of Force Majeure. Force Majeure events shall mean any circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of God, epidemic, explosion, disease, earthquake, hijacking, sabotage, crime.
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