general term of service

Terms of Service - India

Please read these Terms of Services carefully as they contain important information about your legal rights, remedies and obligations. By providing your Property details for onboarding on OLIB Platform, you agree to comply with and be bound by these Terms.

1.TERMS OF SERVICE

By accepting to onboard your property on the OLIB platform, the OLIB Patron agrees to be bound by the Terms of Service mentioned herein, Terms & Conditions of OLIB Platform, the commercial terms agreed during the onboarding process along with the recommended OLIB Policies available at https://www.olibspaces.com OLIB application, including such other supplemental policies and terms linked to in these Terms which are incorporated by reference, which collectively form part of your agreement with OLIB (collectively referred to as “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from availing our services of listing your property on the OLIB Platform.

“OLIB”, “we”, “us” or “our” refers to the OLIB entity with whom you are contracting. The Terms constitute a binding legal agreement between you and OLIB which will govern your access to and use of the OLIB Platform. This Agreement will equip the OLIB Patrons with the capability and technology to enable them compete better, achieve high occupancies and improve earnings, by listing their Property, on OLIB’s Platform to offer Self-Study library and various other services to OLIB’s customers in search of quality self-study library.

2. TERMS OF OPERATIONS

A. Use of OLIB Platform

1. OLIB makes the OLIB Platform available only to OLIB Patrons who have created an Account on OLIB Platform and provided the Account Information. You will be responsible for accuracy and integrity of the Account Information provided for the Account and to keep the Account Information up to date. Any updates to the Account Information will only be applicable once the same has been verified by OLIB. Further, you are fully responsible for all activities that occur under your Account. In this regard, you authorize OLIB to make any inquiries (either directly or through third party agencies) to verify your identity. This process may include (i) searching third-party databases and requisitioning associated reports, (ii) requesting you to furnish a government identification (e.g., driver’s license, passport etc.), along with other information about you; or (iii) requesting you to furnish documents to confirm ownership or any other right to onboard the Property, banking information and other details as deemed necessary by OLIB. OLIB reserves the right to terminate, suspend, or limit access to the OLIB Platform in the event we are unable to obtain or verify any of the information necessary to complete the Account Information.
2. Once the Account is activated, OLIB grants the Patrons, during the period of this Agreement and subject to the terms and conditions hereof, the permission to (i) utilize the Technological Know-How and (ii) be listed on the OLIB Platform, to market or promote bookings, to provide self-study desks accommodation services to OLIB customers.
3. The Patron acknowledges that it shall provide its services to the OLIB customers as per the operating standards which may be prescribed by OLIB, from time to time, (whether OLIB customer is attracted through OLIB Platform or otherwise).
4. OLIB may advise the Patrons in modifying the Premises to uplift revenue generation opportunities for the Patron and enhance the consumer experience.
5. All operating costs, including the cost of employees, manpower, consumables, utilities, rents, taxes, Approvals, safety & security measures, etc. shall be the sole responsibility of the Patron.
<6. In case the Patron opts, OLIB may provide the Patron, at the Patrons’ sole cost and expense, with a digital tablet or any other device to manage all check-in and check-out from premises and record the payment receipt. Patrons shall be solely responsible for the safe and proper operation of such devices. Patrons shall ensure that the device is not used to make any fraudulent booking or any other illegal purpose that may compromise the records or the accounts of the Patron or OLIB. Patrons shall be liable to bear the cost of replacement or repair of the device in case any damage is caused to the device. Patrons shall assign the use and operation of the device to its authorized representatives and Patrons shall remain responsible as a principle to the act of its agents. You acknowledge that you have read and agreed to the device usage terms. In the event the OLIB Patron opts for the digital tablet or any other device, the OLIB Patron shall ensure that all bookings are undertaken through such digital tablet or any other device provided by OLIB and/or the OLIB Platform only. The OLIB Patron will not use, for any reason whatsoever, any alternate means (phone/ emails) to connect with the customer in parallel to take any unaccounted or direct bookings and thereby circumventing the process. Any act on the OLIB Patron’s part to circumvent the process shall be treated as a material breach of the understanding between the parties and the OLIB Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages set out under Clause 2 (C) below.
7. The OLIB Patron acknowledges that its performance may be ranked and measured in accordance with the OLIB Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by OLIB from time to time, and the customer feedbacks and reviews. The OLIB Patron agrees that the ranking and performance rating shall be as per the sole opinion of OLIB and the same shall not be subject to dispute by the OLIB Patron. OLIB shall have the sole discretion to change the terms of the said policy from time to time
8. The OLIB Patron acknowledges that its performance may be ranked and measured in accordance with the OLIB Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by OLIB from time to time, and the customer feedbacks and reviews. The OLIB Patron agrees that the ranking and performance rating shall be as per the sole opinion of OLIB and the same shall not be subject to dispute by the OLIB Patron. OLIB shall have the sole discretion to change the terms of the said policy from time to time
9. Due to the nature of the Internet, OLIB cannot guarantee the continuous and uninterrupted availability and accessibility of the OLIB Platform. OLIB may restrict the availability of the OLIB Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the OLIB Platform. OLIB may improve, enhance and modify the OLIB Platform and introduce new OLIB Services from time to time. In case of any such interruption, the OLIB Patron shall at all times honour the reservations made by OLIB customers on the OLIB Platform.

B. Property Listing

The OLIB Patron shall, at all times, comply with respective terms and conditions associated with the use of the OLIB Platform, OLIB devices and Technological Know-how and acknowledges that Listing of the Property on OLIB Platform and OLIB reserves the right to suspend, at any time, the Property listing from the OLIB Platform and other demand channels. The revenue, inventory and booking management of the Property after the execution of this Agreement shall be managed by OLIB (including through its online and B2B sales channels). The OLIB Patron shall provide detailed particulars to OLIB on the Property and shall check the accuracy of all particulars on the OLIB Platform (including but not limited to name, location, map, amenities, etc.) and inform OLIB immediately of all discrepancies. The OLIB Patron agrees and acknowledges that in order to improve visibility of a Property on OLIB Platform and or any other websites, OLIB at its own expense, shall have the right to take and publish pictures of the OLIB Patron’s Property during the validity of this Agreement. It is understood and agreed by the OLIB Patron that the intellectual property rights for all such images shall rest solely with OLIB and OLIB in no way claims/guarantees with respect to the performance or sale ability of the Property on account of the inclusion of the aforementioned particulars or pictures on OLIB Platform and or any other online or offline channels.

C. Contracted Desks

The OLIB Patron shall ensure that the Contracted desk spaces, except the Non-Operational desk spaces, shall be made available on the OLIB Platform for reservations by OLIB customers. Any and all desks in the Property (Contracted desks or otherwise) shall at all times be under the operational control of the OLIB Patron. Notwithstanding anything stated herein, if the OLIB Patron defaults / breaches its obligation under this clause, including but not limited to listing of Contracted desks on any other party directly, then the OLIB Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Service Fee for the last 3 months multiplied by the period from the date of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the event 3 (three) months have not elapsed before such breach is detected, the average Service Fee for the number of days elapsed since the Go-Live Date shall be considered while computing liquidated damages in accordance with the formula given above.

D. Non-operational Desks & Blocked Desks

The OLIB Patron shall not use the Non-Operational Desks for any commercial purpose whatsoever nor list such desks with any third party including. In the event any Contracted Desks are to be rendered as Non-Operational Desks, the OLIB Patron shall share the details of the same, including but not limited to the purpose and duration of such blockage, with OLIB at least 10 (ten) days in advance. Furthermore, OLIB Patron shall intimate OLIB in the event any Non-Operational Desks, other than Contracted Desks blocked for maintenance, are rendered sellable/serviceable and to be included in the Contracted Desks.

E. Pricing

OLIB shall have exclusive rights to determine the pricing of Contracted Desks, publish such pricing for reservation by OLIB customers on the OLIB Platform, OTA and all online/offline channels and the OLIB Patron shall fulfill the bookings at such price. The OLIB Patron agrees and acknowledges that such pricing is dynamic in nature and is subject to change, and such price determination by OLIB is reasonable in nature. The OLIB Patron shall also honor the terms of any discount or promotional or incentive programs that OLIB offers to the OLIB customers from time to time.

F. Assured Check-in

The OLIB Patron acknowledges that guest servicing is a key responsibility under this Agreement and the OLIB Patron agrees and covenants that it shall not deny check-in to any OLIB customer under any circumstances at the Property (i) so long the OLIB customer possesses a valid booking for the Property, through the OLIB Platform, and online/offline channels, (ii) has complied with the terms of the booking and (iii) such bookings were made during the Term of this Agreement. If the OLIB Patron denies check-in to any OLIB customer (including during the suspension of listing on the OLIB Platform or termination of this Agreement, where the booking was made prior to such suspension or termination, as the case may be), then the cost of shifting or relocating such OLIB customers, cost of compensating the OLIB customers for inconvenience and/or payment of penalties/ compensation/ damages/fines levied by a court of law and/or any ancillary cost, etc., shall be solely borne by the OLIB Patron and to that extent the OLIB Patron will keep OLIB completely indemnified. OLIB has the right to offset/adjust such amounts against monies due or payable to the OLIB Patron and reserves the right to levy penalties and/or liquidated damages (whether monetary or non-monetary) for such check-in denial under OLIB Policies. The OLIB Patron’s breach of this provision shall amount to a material breach of the terms of this Agreement.

G. Service Standards

The patron shall:

1. operate the Property round the clock throughout the Term in accordance with the terms of this Agreement;
2. shall maintain adequate staff to provide seamless services to OLIB customers;
3. update itself on and shall always comply with all the Applicable Laws and OLIB Policies;
4. maintain a safe, hygienic, secure and sanitized Property at all times;
5. take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Property and guidelines under the OLIB Policies related to safety & security including Emergency Response Protocols and
6. extend its unconditional cooperation and support towards handling any OLIB customer complaints and request for information raised by law enforcement agencies at any time during the subsistence of this Agreement and even thereafter.

H. Suspension of Listing

a) Notwithstanding, anything to the contrary herein contained, OLIB reserves the right to suspend the OLIB Patron’s Property and thereby suspend access to all bookings for the Property (received through the OLIB Platform and / or other demand channels) till such time as the outstanding issues are resolved

b) Property may be suspended under the circumstances listed below or other such circumstances as OLIB deems fit:

1. failure of OLIB Patron to comply with the OLIB Policies and the terms of this Agreement;
2. any civil or criminal or tortious acts, commissions and omissions by the OLIB Patron, its employees, representatives, independent contractors;
3. failure of OLIB Patron to comply with the Applicable Laws and regulations, including but not limited to obtain requisite Approvals as may be required to operate the Property or renewals thereof and/or maintain registers and records, etc.;
4. any inquiry / investigation against OLIB Patron or the Property which is pending with the law enforcement agencies or any government department;
5. risk of safety or security of OLIB customers, OLIB employees, representatives, officials including but not limited to threat or assault;
6. ongoing business dispute with the OLIB Patron involving settlement and reconciliation of accounts;
7. instances of force majeure that render a Property unfit for receiving reservations from OLIB customers;
8. the Property has a continued low guest experience score;
9. change in ownership of Property or if the OLIB Patron fails to perform its obligations under the ownership documents;
10. Property is undergoing renovation;
11. OLIB Patron undertakes acts of disparagement towards the business and/ or brand and/ or reputation and/ or goodwill of OLIB;
12. Failure to maintain Secure deposits
13. Any information provided by the OLIB Patron to OLIB, including on OLIB Platform, is found to be false, misleading or inaccurate; and
14. For any other reasons such as denial of check in to guests who have valid bookings/ reservations, poor safety and hygiene etc.

c) Notwithstanding, OLIB shall be absolved of all obligations under the Agreement for the duration in which the OLIB Patron’s Property is suspended. The OLIB Patron shall indemnify, defend and hold harmless OLIB, its officers, directors, employees, agents and assigns against all losses, damages, liabilities, costs or expenses arising out of any actions, disputes, litigations brought against OLIB by (including but not limited to) any customer, private or government authority on account of the OLIB patron's breach of the terms herein or due to reasons that led to the OLIB Patron’s Property being suspended or issues that may arise at the OLIB Patron’s Property while the Property is suspended.

I. Customer spaces Policies

The OLIB Patron shall communicate its customer spaces policies to OLIB at the time of listing, which shall be evaluated by OLIB and implemented only in case the same are approved by OLIB. In such an event, the guest spaces policies provided by the OLIB Patron shall be applicable in addition to the OLIB Policies related to customer bookings published by OLIB. In case of any inconsistency between the customer spaces policies provided by the OLIB Patron and the OLIB Policies, the OLIB Policies shall prevail. Any proposed changes by the OLIB Patron to its own policies shall be communicated in advance to OLIB and the OLIB customer, and will not be implemented without prior written consent of OLIB. The OLIB Patron confirms that it shall honour all the commitments made in the booking voucher at all times.

J.Payment by customers:

OLIB Patron agrees that he/she/it will accept both pre-paid and pay at property bookings of the guests, and OLIB reserves the right to establish and alter the ratio /percentage between pre-paid and pay at property bookings based on performance of the Property.

K. Property Branding

The OLIB Patron, upon the execution of this Agreement, shall install such signage/branding and at such location, on the facade of the Property, as may be instructed by OLIB. Signages shall be placed as per OLIB’s discretion depending upon the demographics and size of the Property, in compliance with Applicable Laws. The OLIB Patron shall be solely responsible for bearing any and all costs associated with the affixation, removal of and any repair of damage caused to such signage and other material. Any applicable licenses required or taxes levied by the Central, State or local municipal authorities in this regard shall also be obtained / borne solely by the OLIB Patron.

L. Value Added Services

OLIB may offer to the OLIB Patron an option to avail Value Added Services on the prices, terms and conditions associated with such services. Detailed Value Added Services terms and conditions can be found at OLIB Policies. If the OLIB Patron opts for such Value Added Services, it agrees to pay the charges / fees set by OLIB, which the OLIB Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for VAS may be periodically modified, in the sole discretion of OLIB. The OLIB Patron may opt out of any VAS if it chooses or does not agree to any modification of the same, unless a minimum VAS period is specified in the respective VAS policy or in OLIB’s reasonable opinion such Value Added Service is critical to guest experience and provision of its Services. Any fees paid or approved until the date of cancellation of the Value Added Service will be non-refundable.

3. PAYMENT AND RECONCILIATION

1. All payments to the OLIB Patron will be made by OLIB directly to the account of OLIB Patron notified by the OLIB Patron to OLIB, upon completion of verification of the Account Information. OLIB shall not be held liable for any delay in processing the payments to the OLIB Patron due to incomplete Account Information and/or pendency of verification of the same
2. Revenue Assurance: The OLIB Patron shall accurately provide all revenue details of the Property i.e. revenue generated by the Property in the preceding week/month to OLIB, including but not limited to Walk-in Revenue generated by the Property, and pay OLIB its Fees. The parties agree that the reconciliation cycle period may be changed at the sole discretion of OLIB, in which case such changes will be notified to the OLIB Patron in terms of clause 19 (j) below. Further, OLIB may from time to time establish standard operating procedures and policies under the OLIB Policies to enable and facilitate compliance with this clause, including incentives and/or penalties.
3. OLIB shall provide a statement showing reconciliation of the accounts to the OLIB Patron. The OLIB Patron shall be required to raise any payment related issues within 7 (seven) days of receiving the reconciliation statement. All reconciliation statements shall be deemed accepted in the event no issue/dispute is raised by the OLIB Patron in the prescribed time. All issues pertaining to payment and reconciliation of accounts are a contractual matter and the Parties shall endeavour to resolve them amicably.
4. The parties agree that OLIB reserves the right to introduce or remove various products and/ or services time and charge incremental fees and/ or commissions for such products and/ or services with prior notice to the OLIB Patron. The OLIB Patron acknowledges that such variation in fees or commissions by OLIB, will be commercially reasonable in nature. All terms and conditions associated with the new products and / or services shall be available in the OLIB Policies and communicated to the OLIB Patron separately. Furthermore, OLIB reserves the right to waive charges towards fee(s) and/ or commissions as commercially agreed with the OLIB Patron, eg. Walk-in Waiver.
5. OLIB shall be entitled to offset any outstanding amounts that may be owed by the OLIB Patron to OLIB from time to time from the amount paid by the OLIB Patron under OLIB Secure. The OLIB Patron alone shall be responsible to maintain adequate balance as per this Agreement and OLIB Secure Policy in OLIB Secure throughout the entire term of this Agreement failing which OLIB shall have the right, at its own discretion, to suspend/terminate listing of the Property and/or shift the Property on mandatory prepayment option for bookings on the OLIB Platform. Upon expiry/termination of the Agreement, the balance amount due to the OLIB Patron, after making deductions (if any) shall be refunded by OLIB within 30 (thirty) days to the OLIB Patron
6. OLIB Patron acknowledges that OLIB is entitled to charge Direct customers Charges, which will not form part of the Revenue, and if collected by OLIB Patron from customers the same shall be paid to OLIB.
7. OLIB shall charge Platform Fees, and any fee towards VAS or any other additional services related to the usage of the OLIB Platform.

4.OLIB PRODUCTS

OLIB may, from time to time, introduce OLIB Products and will notify the OLIB Patron accordingly and will be available at OLIB Policies. Each of the OLIB Products may carry specific terms and conditions including fees. If the OLIB Patron opts for any specific OLIB Product, it agrees to pay the charges / fees set by OLIB, which the OLIB Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for the OLIB Product may be periodically modified, in the sole discretion of OLIB and the OLIB Patron shall be informed of the same. The OLIB Patron may opt out for any OLIB Product if it chooses or does not agree to any modification of the same, unless a minimum period is specified in the respective OLIB Product terms or in OLIB’s reasonable opinion such OLIB Product is critical to customer experience and provision of its Services. Any fees paid or approved until the date of cancellation of the OLIB Product will be non-refundable

5.INVOICING

a. The OLIB Patron shall, for each valid booking, irrespective of its mode of payment (prepaid or pay at Property), issue a valid GST invoice with the full value of payment, to the OLIB customer in the manner set forth under this clause. If the OLIB Patron does not have a GSTN, then the OLIB Patron shall issue a non GST invoice to the OLIB customer. Notwithstanding the forgoing, the OLIB Patron shall remain liable to ensure compliance with all applicable tax laws including payment of all applicable taxes

b. The parties agree that it shall at all times be the OLIB Patron’s obligation and responsibility to issue timely invoices to OLIB customers.A valid invoice must have the following components, unless otherwise required by law:

Invoice Number
2. 6-digit service code (SAC)
3. Tax segregated as CGST + SGST
4. GSTN Number (of person issuing invoice, if applicable)
5. Place of Supply
6. Date of issuance
7. Valid Signature
c. OLIB may offer sale of desks in self-study libraries with/without value added services to certain guests under its own name. In such cases OLIB Patron shall issue Tax Invoice/Bill of Supply in the name of OLIB. If GST credit on such invoices is not passed to OLIB, then OLIB will deduct the GST credit amount while making payment to the OLIB Patron.
d) OLIB reserves the right to withhold and/or release applicable GST if the OLIB Patron does not hold a valid GST registration.
e) If the OLIB Patron is registered for GST, it is mandatory for the OLIB Patron to share its GSTN with OLIB and include the same in all invoices to guest(s), failing which OLIB shall presume that OLIB Patron is not GST registered. If the OLIB Patron does not hold a valid GST registration, OLIB shall deduct applicable GST and deposit the same in the Govt. treasury and recover/withheld the same from the amount payable to the OLIB Patron, recover any shortfall thereof.

6. BRAND EXCLUSIVITY

1. OLIB has made and is making considerable investment in its business and associated technology to create a distinguished range of service offerings to its OLIB Patrons as well as guests. OLIB Patrons who have executed the Agreement and fulfill the conditions herein are entitled to have their Property marketed under the agreed OLIB Marks. The OLIB Marks are associated with the Property as an identifier that the Property is availing the services of OLIB and has opted to be listed on OLIB Platform. It is hereby clarified and acknowledged by the OLIB Patron that the usage of OLIB Marks along with the brand names of the Property/OLIB Patron shall not be considered to be any form of joint branding/joint ownership of the name/trademarks.
2. Other than as provided under the terms of the Agreement, the OLIB Patrons shall not, during the period of the Agreement, enter into any other agreement directly or indirectly to list the Property (whether with or without the OLIB Marks) with any other online or offline platforms in any manner for selling/ marketing / promoting Contracted desks spaces at the Property.
3. Notwithstanding anything stated herein, if the OLIB Patron defaults / breaches its obligation under this clause then the OLIB Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Service Fee for the last 3 months multiplied by the period from the date of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the event 3 (three) months have not elapsed before such breach is detected, the average OLIB Service fee for the number of days elapsed since the Go-Live Date shall be considered while computing liquidated damages in accordance with the formula given above.
4. In addition to the remedy provided in abovementioned Clause, OLIB shall have a right to suspend/withdraw the OLIB Patron's right to associate their Property with the OLIB Marks and/or terminate the Agreement.

7.SET-OFF

1. OLIB may set off any obligation that is due and payable and is owed or which is required to be performed by the OLIB Patron under this Agreement against any obligation owed by OLIB to OLIB Patron, whether under this Agreement or otherwise. If an obligation is unascertained or unliquidated, OLIB may in good faith estimate the obligation and set off in respect of the estimated amount, in which case when the obligation is ascertained or liquidated, OLIB or the OLIB Patron shall make a payment to the other (as appropriate) in respect of any amount by which the ascertained or liquidated amount differs from estimated amount.
2. The OLIB Patron acknowledges and agrees that OLIB will not be obliged to pay any amounts to the OLIB Patron under this Agreement so long as any sums, which are then due from the OLIB Patron under this Agreement remain unpaid and any such sums, which would otherwise be due will fall due only if and when the OLIB Patron has paid all such sums except to the extent OLIB otherwise agrees or sets off such amount against such payment pursuant to the foregoing.

8. TAXES

1. OLIB and the OLIB Patron, with respect to the services rendered or products offered in their respective capacity, are solely responsible for compliance of Transaction Taxes. For the avoidance of doubts, It is clarified that the OLIB Patron is solely responsible for providing self-study desk accommodation and other associated services in respect of and in relation to the desk spaces of the customers at the Property, irrespective of the booking channel through which reservation is made or to whom the payment for such reservation is made, including but not limited to food and beverage, laundry, etc. and hence shall be solely responsible to pay all Transaction Taxes that may be levied or leviable on (a) such accommodation and services and (b) any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services. The compliance (including but not limited to issuance of tax invoice or bill of supply, computation and deposition of taxes to the government treasury, filing of returns etc.) with tax laws, if any required, is the sole responsibility of the OLIB Patron. OLIB is in no manner responsible for ensuring such compliance, including payments of any taxes on the accommodation and associated services, except if required under applicable laws.
2. All Fees including but not limited to Platform and / or Service Fee charged by OLIB to the OLIB Patron for providing Services is exclusive of all Transaction Taxes which will be charged over and above such Fees at rates applicable under the law of the applicable jurisdiction on provision of such Services by OLIB.
3. OLIB may provide additional services to the OLIB Patron which may include limited access to tax engine / calculator for computing taxes or issuing tax invoices on services provided or goods sold by the OLIB Patron. By providing such additional services to the OLIB Patron, OLIB is neither committing nor managing or executing any tax compliances, and these remain the sole responsibility of the OLIB Patron with respect to services and / or goods sold provided by the OLIB Patron to the guest, unless otherwise required under the law. OLIB, while providing such additional services, may affix its logo, brands, tag lines or such other words, in communication, which may denote use of OLIB's software in rendering such services, solely for the purpose of branding and should not be interpreted otherwise.
4. In the event OLIB is made liable to pay Transaction Taxes under any law for the time being in force on the services rendered or goods supplied by the OLIB Patron, then Parties agree that OLIB shall have the right to recover such Transaction Taxes from the OLIB Patron. The OLIB Patron shall pay such amount without any demur or protest. Furthermore, the OLIB Patron shall indemnify and keep OLIB indemnified against any and all tax related claims /charges /levies /penalties /costs /deficiency. OLIB may furnish a certificate/ document to demonstrate proof of deposit of such Transaction Tax from time to time if it is required under the law to provide such proof of payment to the OLIB Patron.
5. In certain jurisdictions, tax regulations may require that OLIB collect and/or report information about you, or withhold taxes from payouts to you, or both. If you fail to provide OLIB with documentation that it determine to be sufficient to support any such obligation to not to withhold Taxes from payouts to you or not to report information, OLIB may withhold payouts up to the amount as required by law and / or provide information to the authorities.
6. For the avoidance of doubt, all sums payable by the OLIB Patron to OLIB under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Transaction Taxes charged by OLIB to you and remitted to the appropriate tax authorities, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.
7. Each Party is individually responsible for payment of taxes determined / payable with reference to profits of that Party.
8. Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement/Terms and any other instrument entered into under this Agreement /Terms shall be the responsibility of OLIB Patron and shall be borne by the OLIB Patron

9.RIGHT TO AUDIT AND INSPECT

1. The OLIB Patron is obligated to fully and accurately report all Revenue generated from the Property including disclosure, upon request, to OLIB, records of all charged check-in and check-out at the Property. In order to ensure strict compliance with Revenue reporting and account reconciliation for the Property, OLIB shall have a right (but not an obligation) to undertake periodic digital and/or physical audits/ surprise checks to ensure that the OLIB Patron is adhering to the terms of this Agreement, including OLIB Policies, from time to time. OLIB shall have a right to conduct such audits without prior notice through its representatives, third party audit agencies and/or mystery customers. Based on the audit findings, OLIB may as it deems fit and appropriate, recover the unreported Revenue in addition to imposition of penalties as per the prevailing OLIB Digital Audit Policy during its weekly/monthly account reconciliations with the OLIB Patron. The OLIB Patron shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.
2. Additionally, OLIB shall have a right to review the customer / visitors records and/or financial / other records of the OLIB Patron pertaining to the Property and/or this Agreement. The OLIB Patron shall cooperate during such audit / inspection or any inspection / investigation carried out by any OLIB, or any third party audit agency appointed by OLIB and/or any government authority(ies) and provide necessary support and correct information, records, documents, etc. The OLIB Patron shall also provide uninterrupted access to OLIB’s authorised personnel / representatives to the Property for such inspection / audit.

10.INTELLECTUAL PROPERTY

OLIB has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high-quality budget self-study libraries( co-study spaces) and connecting such network libraries to potential customers at a large scale under the mark “OLIB” and other associated logos, trademarks, service marks, certification marks, designs and brands (“OLIB Marks”), issued patents and patent applications (whether provisional or non-provisional), internet domain names and social media accounts or user names, whether or not trademarks, all associated web addresses, URLs, mobile applications, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not copyrighted (“IP Rights”). The system includes but is not limited to the use of proprietary and distinctive techniques (developed or used by OLIB), technology, softwares, trade secrets, inventions, databases, training methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, booking and guest management systems, revenue management services, and customer service requirements among other additional innovation and updates that OLIB brings to its systems and processes to enhance the OLIB Patron’s management of the Property and performance (“Technological Know-How”), all of which collectively i.e. the OLIB Marks, IP Rights and Technological Know-How is proprietary to OLIB and may be modified and improved from time to time by OLIB (“IP Bundle”). The OLIB Patron acknowledges that OLIB or its affiliates are the exclusive owner of the IP Bundle and that the OLIB Patron shall not make any claims on the IP Bundle except as expressly contemplated under this Agreement for the use of OLIB Services and OLIB Products. The use and license of IP Bundle is directed towards promoting the OLIB Patron in its network in a manner that may enhance the goodwill associated therewith.

The OLIB Patron agrees that it enjoys promotional advantage on being associated with the brand name “OLIB” and availing of the Technological Know-How OLIB authorizes the OLIB Patron to use the IP Bundle (on a revocable, non-transferable, non-assignable and non-exclusive basis) for the limited purpose of this Agreement. The OLIB Patron undertakes not to do anything prejudicial to the IP Bundle or damage or harm OLIB’s goodwill and reputation. The OLIB Patron agrees in order to protect the OLIB’s IP Bundle intellectual property rights and maintain a common identity and reputation of its network of properties, the OLIB Patron shall comply with the OLIB Policies related with branding and minimum quality specifications laid down by OLIB from time to time. Any breach by OLIB Patron in respect thereof may cause irreparable harm and injury to OLIB and its intellectual property. You acknowledge that you have read and agreed to the OLIB Policies related to branding.

In the event the OLIB Patron becomes aware of any infringement of the IP Bundle by any other party, the OLIB Patron shall immediately notify OLIB in writing. The OLIB Patron may conceive and develop new and improved methods of carrying out its business and improvements in operating procedure and other additions or modifications to the existing IP Bundle (hereinafter referred to as “Improvements”). The OLIB Patron agrees to disclose fully any Improvements to OLIB and OLIB shall determine the feasibility and desirability of incorporating them into OLIB’s existing IP Bundle. For avoidance of doubt, it is clarified that the right, title and interest in any and all Improvements shall rest with OLIB regardless of which Party contributed to the Improvements. The OLIB Patron shall without delay, demur or protest transfer all rights in any such Improvement to OLIB without any additional consideration.

The OLIB Patron shall not undertake any activities to decompile or reverse engineer any elements of the IP Bundle for its or their advantage or for the advantage of any third party. In the event the OLIB Patron learns of a claim of infringement or if a third party brings a claim of trademark infringement, copyright infringement, breach of confidential information and misappropriation of any trade secret against the OLIB Patron whether or not such infringement is as a result of the OLIB Patron using their IP in conjunction with OLIB’ IP Bundle, the OLIB Patron shall promptly notify OLIB of such claim. The OLIB Patron shall indemnify OLIB to the fullest extent permitted under Applicable Law from and against all damages arising out of any claim by a third party against OLIB. In the event OLIB or any of its group companies is impleaded as a party to proceedings such as the aforesaid, the OLIB Patron agrees to compensate OLIB for all reasonable and necessary costs related thereto, including but not limited to reasonable attorneys’ fees.

11. DATA PRIVACY AND RETENTION

1. OLIB Customer Data: The OLIB Patron acknowledges that personal information of the OLIB customers/ guests is collected by OLIB and shared with the OLIB Patron only for the purpose of this Agreement / Terms and the OLIB Patron also collects personal information of the customers upon check-in at the Property. The OLIB Patron also acknowledges that OLIB is the owner of all rights, title and interests in any and all information (whether in verbal, written, manual or electronic form) received by the OLIB Patron or OLIB through the OLIB Platform, OTA, call centers, agents, directly from the guests, at the Property and/ or exchanged / received pursuant to the acceptance of these Terms by the OLIB Patron which includes but is not limited to OLIB’s information, OLIB Patron’s information, Property description and images, guest information, guest histories and preferences, guest identification details, etc. (regardless of the source of such Data and the manner of its collection) (“Data”). The OLIB Patron agrees to collect, process, store and use Data in accordance with the provisions of the Applicable Laws and in the manner provided for in OLIB’s privacy policy available on the OLIB Platform.

2. OLIB Patron Data: The OLIB Patron acknowledges and expressly consents that Data (whether or not in aggregated, pseudonymised and/or anonymised form) related to the OLIB Patron, the Property and other parameters collected under this Agreement / Terms may be used, transmitted, processed, shared and transferred by OLIB (to other entities under the OLIB group or third parties), (i) for performance evaluation, optimization and improvement (ii) benchmarking (iii) for marketing and advertising ; (iv) where OLIB has a duty to or are permitted to disclose Data under Applicable Law or under a court/ Government order; (v) in connection with any merger, sale of company assets, consolidation or restructuring, financing, liquidity event or acquisition or (vi) any other lawful purpose.

12.CONFIDENTIALITY

All documents, instructions, details collected under this Agreement / Terms including the OLIB customer/guests’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement / Terms, account and sales information, any and all information and/or documents shared with the OLIB Patron under this Agreement, etc., whether shared through any oral or written information exchanged between the Parties directly or indirectly, before, during or after the execution of this Agreement or in connection with the preparation and performance this Agreement, shall be considered as secret and confidential information (collectively referred to as “Confidential Information”) and OLIB Patron undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement / Terms. This Agreement / Terms is confidential in nature and shall not be disclosed by the OLIB Patron to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement / Terms, the OLIB Patron and its employees, officers, agents, proprietors, directors, shareholders, stakeholders, contractors or any third party resources (“Representatives”) may have access to Confidential Information, which shall be kept fully confidential by the OLIB Patron and its Representatives. The OLIB Patron shall execute necessary non-disclosure agreement with its Representatives and take any other steps that it would reasonably take to protect such Confidential Information. The obligation under this provision shall survive termination or expiration of this Agreement.

13. TERM AND TERMINATION

a. The term of this Agreement shall be valid and binding upon the parties from the Go-Live Date and shall continue to be valid for the Term. This Agreement shall automatically stand extended for further durations of 12 months each at the end of its initial Term unless terminated in accordance with the provisions of this Agreement, on the same commercials prevalent immediately prior to such extension
b. Either party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other without assigning any reason thereof.
c.Notwithstanding anything contrary mentioned in this Agreement, either Party shall be entitled to terminate the Agreement anytime in the event: (a) there is a material breach of the Agreement by the other Party or there has been a misrepresentation by the defaulting Party and it fails to cure the said breach within a period of 15 days from the date on which it is notified of the said breach; or (b) a Party files for bankruptcy or becomes or is declared insolvent; or (c) if any act or omission of the defaulting Party, including failure to procure or maintain Approvals, causing disruption in the business operation of the Party or the Property.
d. In addition, OLIB shall be entitled to immediately terminate this Agreement for cause any time during the term of this Agreement in the event:
(i) The OLIB Patron and/or the Property fails to uphold or comply with OLIB Policies at any time during the validity of this Agreement; or
(ii) Any act or omission of the OLIB Patron and/or its representatives results in financial loss and/or reputational harm to OLIB; or
(iii)The OLIB Patron and/or its representatives engage in unlawful acts or acts that disparage OLIB in a private/ public set up, on social media/print media; or
(iv) A proposal of land acquisition in respect of any material part or all of the Property is being effected by any governmental body; or
(v) There is a dispute or threat of a dispute concerning title of the Property; or
(vi) The OLIB Patron ceases to be the owner of the Property or if the OLIB Patron’s interest is derived in the Property through a lease/operating agreement and such arrangement lease expires or is terminated;or.
(vii) The Property remains suspended for a period of 45 days; or
(viii) The OLIB Patron delays transformation of the Property as per the Transformation Standards Policy for a period exceeding 90 (Ninety) days; or
(ix)Any information provided by the OLIB Patron is found to be false, misleading or inaccurate
e. Upon termination or expiry of this Agreement for any reason whatsoever:

(i) OLIB and the OLIB Patron shall undertake an account reconciliation, and subsequently a full and final settlement with respect to the Property including all expenses and advances which are payable by the OLIB Patron under this Agreement to OLIB and the OLIB Patron shall make payments due to OLIB;

(ii) The OLIB Patron shall honour all bookings made at the Property up until the date of termination and continue to discharge all its obligations under this Agreement;

(iii) OLIB shall delist the Property from OLIB Platform;

(iv) OLIB shall initiate action for delisting the Property from OTAs upon full and final settlement with the OLIB Patron;

(v) The OLIB Patron shall have no right to use any Confidential Information or IP Bundle provided to the OLIB Patron under this Agreement and shall forthwith return to OLIB any such Confidential Information in its possession;

(vi) The OLIB Patron shall at its own cost remove all internal and external Branding from the Property.The OLIB Patron shall cease to use OLIB’s name, logo or any of the associated OLIB Marks, IP Bundle and shall not represent itself in any manner to be associated with OLIB;

(vii) The OLIB Patron shall provide OLIB with a copy such registers and records, including but not limited to the A&D Register and other guest and payment details, etc., as and when requested by OLIB; and

(viii) The OLIB Patron shall not be entitled to enter into any new agreement with OLIB or any of the entities within the OLIB group whether directly or indirectly for such period as OLIB may determine.

14.INDEMNITY

To the maximum extent permitted by law, the OLIB Patron shall, upon written demand by OLIB, indemnify, defend (at OLIB’s option) and keep harmless OLIB, its officers, directors, entities in the OLIB group, agents, and employees against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

(i) OLIB Patron’s usage of the OLIB Platform
(ii) any content provided by the OLIB Patron for listing on the OLIB Platform which infringes a third party's intellectual property rights;
(iii) breach of any obligations under this Agreement / Terms;
(iv) negligence or other tortious conduct of the OLIB Patron;
(v) misrepresentations made by the OLIB Patron;
(vi) any non-compliance of Applicable Laws, including but not limited to delay in payment/ non-payment of taxes and delay in filing/ non-filing of returns or failure in obtaining / renewal of the requisite licenses / approvals / permits or failure to maintain any registers and records;
(vii) actions which may bring disrepute to OLIB’s reputation and brand
(viii) OLIB customer complaints and costs arising from their experience at the Property in connection with their booking and/or complaints/penalties from law enforcement agencies and regulatory authorities;
(ix) the settlement beneficiary for the payments to be made under this Agreement by OLIB which is different from the authorized representative signatory to this Agreement;
(ix) spaces / visit of any OLIB customer or visitors at the Property, your interaction with them, including without limitation any bodily injuries, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of spaces / visit at the Property; and
(x) loss or damage suffered by OLIB due to fraud or misconduct or negligence by the OLIB Patron during its engagement in any customer Program including.

The provisions of this clause shall survive the termination of this Agreement / Terms.

15. LIMITATION OF LIABILITY

Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for loss of profit or revenue etc.) whether under contract or in tort and even if the other party had been advised of the possibility of such damage or loss. In no event, shall the OLIB’s liability under or in connection to this Agreement exceed the Demand Fee paid by the Patron to OLIB for a period of 1 (one) month preceding the date of such claim. Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for loss of profit or revenue etc.) whether under contract or in tort and even if the other party had been advised of the possibility of such damage or loss. In no event, shall the OLIB’s liability under or in connection to this Agreement exceed the Service Fee paid by the OLIB Patron to OLIB for a period of 2 (two) month preceding the date of such claim.

16.REPRESENTATION AND WARRANTIES

The OLIB Patron represents and warrants that :

1. it has full legal right, power and authority to carry on its business and to enter into this Agreement and accept the Terms and perform all its obligations, terms and conditions hereunder and neither the acceptance of these Terms, nor the delivery of the Agreement, nor fulfillment nor compliance with the Terms and provision hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter document or by law, if any, or any agreement, restriction, instrument, order , judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.
2. it is operating its business in compliance with all the Applicable Laws, regulations and statutes and it has the requisite approvals and licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the Property and conduct its business as contemplated under this Agreement.
3. it is the owner of the Property, it has and shall maintain lawful and undisputed title, possession and ownership of the Property throughout the term of this Agreement, free from encumbrances;
4. if the OLIB Patron’s interest in the Property is derived through a lease arrangement/operating arrangement., it has a no objection certificate from the owner(s) of the Property expressing the owner’s consent towards the OLIB Patron entering into this Agreement with OLIB and has a lawful, valid and subsisting lease/operating agreement of the Property throughout the term of this Agreement, for the purpose for which this Agreement has been executed;
5. the Property is not in violation of any Applicable Laws that could affect the services and business arrangement contemplated under this Agreement with OLIB or draw risks or liabilities towards OLIB in any manner;
6. it is not in dispute with OLIB and/or any of its subsidiaries or affiliates;
7. the Property has not been delisted by OLIB and/or any of its subsidiaries or affiliates.
8. has not been charged with or been found guilty of any offence punishable under provisions of any other Applicable Laws; it/he/she has not been charged with or been found guilty of any offence punishable under the Indian Penal Code, 1860 or provisions of any other Applicable Laws;
9. has not/ shall not enter into any arrangement with a third party for the Contracted desks spaces;
10. the Contracted desks spaces consist of the one desk inventory in the Property (other than Non Operational desks); and
11. Has handed over all its OTA credentials of the Property to OLIB.
12. it/he/she has neither provided or will provide any content/information/material (including but not limited to the name of the Property, trade name, logo, design of the Property, etc) to OLIB or on OLIB Platform that infringes upon or violates any third party rights, including but not limited to intellectual property rights (trademarks, copyrights etc), rights of privacy or rights of publicity.
13. it/he/she has necessary rights to all the content provided and published on OLIB Platform and that such content does not contain any misleading, libelous, tortious, or otherwise unlawful information.