Term of Use: OLIB Patron
Channel Partners
Please read these Terms & Conditions carefully as they contain important information about legal rights, remedies and obligations. By accessing or using the OLIB Platform, you agree to comply with and be bound by these Terms of Service.
1. TERMS OF SERVICE
These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between Channel Partner and OLIB governing OLIBs right on Channel partner library spaces, access to and use of the OLIB website, including any subdomains thereof, and any other websites through which OLIB makes the OLIB Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services viz. hospitality services, technical know-how in relation to operating and managing budget libraries, (collectively, "OLIB Services"). The Site, Application and OLIB Services together are hereinafter collectively referred to as the “OLIB Platform”. Your use of the Website, Application and/or agreement signed (either electronically or otherwise) is an acknowledgment that you have reviewed the Terms and Conditions listed at https://www.olibspaces.com page and agree to comply with these Terms.
OLIB reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the OLIB Platform. We will also provide you with notice of the modifications by email when they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect but subject to lock in period. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the OLIB Platform will constitute acceptance of the revised Terms.
Channel Partner alone shall be responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Library/ Premises. Channel Partner may have to register, get a permit or obtain a license before providing certain Library related services. Channel Partner shall be alone responsible for identifying and obtaining any required licenses, permits, or registrations for any services they offer. Channel Partner understands that certain types of services may be prohibited altogether and penalties may include fines or other enforcement.
In an event, if OLIB is made liable to pay taxes, fee, duty, levy, charges, etc. on behalf of the Channel Partner for the Library / Premises under any law for the time being in force, OLIB will deduct the applicable taxes under such law and remit the balance during monthly settlement process.
2. 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 Library accommodation and marketing such network Libraries to its customers in a large scale under the mark “OLIB” and other associated logos, designs and brands (“Marks”). The system includes proprietary and distinctive techniques, technology, training methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (“Know-How”), all of which may be modified from time to time by OLIB, and which are directed towards marketing the network Channel Partner in a manner that will enhance the goodwill associated therewith.
OLIB identifies high quality budget Libraries or helps existing Libraries to implement systems to enable them to transform into high quality budget Library accommodation. Upon being satisfied that a Library meets the standards prescribed by OLIB, OLIB markets and promotes the Library as “OLIB”.
The Channel Partner agrees that it enjoys promotional advantage on being associated with the brand name “OLIB” and in this regard OLIB authorizes the Channel Partner to use the Marks. The Channel Partner undertakes not to do anything to prejudice or damage the goodwill in the Marks or the reputation of OLIB. If the Channel Partner becomes aware of any infringement of the Marks by any other party trading with Marks similar or identical to the Marks, the Channel Partner shall immediately notify the OLIB thereof in writing. Any use of the Marks by the Channel Partner shall be deemed to be a use of the same by OLIB for the purpose of trademark protection and thus where required by OLIB, the Channel Partner shall join with or assist OLIB at OLIB’s cost and expense in making or to make application to become the registered user of the Marks.
The Channel Partner agrees in order to protect the OLIB’s intellectual property rights and maintain the common identity and reputation of the network, the Channel Partner must comply with quality specifications laid down by OLIB from time to time. Any breach by Channel Partner in respect thereof may cause irreparable harm and injury to OLIB and its intellectual property.
The Channel Partner shall use all reasonable endeavors to conceive and develop new and improved methods of carrying out the Business and improvements in operating procedure and other additions or modifications to the existing technology and Know-How of OLIB (hereinafter referred to as “Improvements”). The Channel Partner agrees to disclose fully any Improvements to OLIB and OLIB shall determine the feasibility and desirability of incorporating them into OLIB’s existing technology and Know-How. The Channel Partner shall transfer all rights in any such Improvement to OLIB without any additional consideration.
Channel Partner agrees and acknowledges that in order to improve visibility of a Library on OLIB’s platform/consumer application and or any other websites, OLIB at its own expense shall have the right to click and upload pictures of the Channel Partner’s Library during the validity of this Agreement. It is understood and agreed by the Partner 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 Library on account of the inclusion of the aforementioned pictures on OLIB’s platform/consumer application and or any other websites
3. TERMS OF OPERATIONS
A. USE OF OLIB PLATFORM & INTELLECTUAL PROPERTY
OLIB grants to the Channel Partner during the period of this Agreement and subject to the terms and conditions hereof the permission to (i) utilize the Know-How and (ii) be listed on OLIB Platform, to market or promote bookings by associating with the Mark “OLIB”, to provide accommodation services to OLIB’s customers as per operating standards of OLIB.
The Channel Partner agrees that at all times during the term of this Agreement it will list 100% of its total Library seat(Desk)/spaces on OLIB Platform and OLIB shall have right over such Library seat/spaces to direct Channel partner to provide Library seats to its customers.
The Channel Partner acknowledges that in order to facilitate the completion of OLIB’s obligations under this Agreement and other similar agreements, OLIB has the right to list the Channel Partner within its network as “OLIB” on the OLIB Platform. The Channel Partner shall provide its services to the customers as per the operating standards as prescribed by OLIB (whether attracted through OLIB Platform or otherwise). Once a booking has been confirmed to OLIB’s customer on OLIB Platform, the Channel Partner is under an obligation to honor such booking and provide Library seat accommodation services. In the event, the Channel Partner is unable to honor the booking to provide accommodation services for any unforeseeable circumstances, the Channel Partner shall provide alternate accommodation of comparable standards failing which a penalty of twice the booking amount / cost of alternate accommodation provided by OLIB – whichever is higher, will be charged.
OLIB may advise the Channel Partner in modifying the Premises to meet OLIB standards and agree on alterations or modification that may be required at the Premises through a mutually agreed “Transformation Audit Report The Channel Partner shall ensure that the Premises is maintained and run as per the standards set out in the Transformation Audit Report and/or the operating, brand and OLIB standards as may be published (online or otherwise) from time to time during the term of this Agreement. OLIB shall have the right to amend these standards unilaterally and shall keep the Channel Partner notified of any alterations and/or improvements in or to the operating, brand or OLIB standards. The operating, brand and OLIB Standards which exist as on date have been provided to Channel Partner and the Channel Partner acknowledges that it has read and understood the same. The Channel Partner undertakes to make all such modifications/ alterations in the Premises as per the OLIB Standards at its own cost and expenses.
OLIB may assist the Channel Partner by providing the Know-How which shall at all times remain the property of OLIB and train the Channel Partner’s staff in the operation of the Library as per the OLIB Standards. OLIB shall keep the Channel Partner notified of any alterations and/or improvements in or to the operating or brand standards. All operating costs, including the cost of employees, manpower, consumables, utilities rents, taxes etc. shall be the sole responsibility of the Channel Partner.
OLIB will provide the Channel Partner with digital tablet or any other device that may be necessary to manage all check-in and check-out from the Channel Partner and record the payment receipt. Such device is an integral part of OLIB’s booking and reservation management system. Channel Partner shall be solely responsible for safe and proper operation of such device. The Channel Partner 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 Channel Partner or OLIB. The Channel Partner shall be liable to pay for the cost of replacement or repair of the device in case any damage is caused to the device. The Channel Partner shall assign the use and operation of the device to its authorized representatives and the Channel Partner shall remain responsible as principle to the act of its agents.
The Channel Partner acknowledges that it may be entitled to incentives or may be subject to disincentives based on its performance ranked and measured in accordance with the OLIB’s Property Partner Scoring Policy as may be communicated by OLIB from time to time. The Channel Partner 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 Channel Partner. OLIB shall have the sole discretion to change the terms of the said policy from time to time. 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.
B). CONFIDENTIALITY
All documents, instructions, details collected under this Agreement including the customer/guests’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement, account and sales information etc. shall be considered as secret and confidential information and library 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. This Agreement is confidential in nature and shall not be disclosed by the Parties to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement, the library and its employees, officers, agents, proprietors, directors, shareholders, stakeholders (“Representatives”) may have access to Confidential Information of OLIB, which shall be kept fully confidential by the library and its Representatives. The library 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.
4. Customer check-in and check-out policy
OLIB’s customer can check-in any time in the day time, OLIB follows standard check-in from 7am to 9pm.
Most of the OLIB patrons follow the 24 hours check-in and check-out, it depends on the time schedule of the patron’s run time of the services and a customer can check-in within the time schedule he/she choose at the time of booking any plan, (For example-if a customer choose 7am to 2pm time schedule so he/she can check-in within the time he/she chooses)
Book any of the plan and within the time schedule he/she choose, he/she can check-in or check-out within the time schedule of the library. According to the time schedule a customer can check-in and check-out.
As per OLIB’s patron, customer of OLIB can check-in in a standard time the patron of OLIB offers.
If a customer found guilty to exceed the time schedule within the time period he/she choose at the time of booking, OLIB has the authority to make any penalty to the customer with the discussion to the OLIB patron. OLIB has the authority to cancel your membership, if you found guilty.
5. Settlement
In relation to the amount charged to the customer for the library desk spaces services, OLIB shall be entitled to recover/pay, as the case may be, from the Channel partner, as per the terms of the agreement. Any recovery made shall be exclusive of all taxes applicable on such transaction. OLIB also reserves its right to charge “Reservation Fee”, for the properties and on/or at the rate as may be deemed fit to the guests and Channel partners have no objection to such charges
6. COMMISSION & FEES
OLIB will charges 15% to 20% commission depends on cities and locations of the Self-study libraries. However, this commission does vary according to the services provided by the OLIB.
7. RIGHT TO INSPECT
OLIB shall have a right to undertake periodic audits/ surprise checks to ensure that the Channel Partner is adhering to the standards of OLIB from time to time. OLIB shall have a right to conduct such audit without prior notice and through mystery customers. The Channel Partner shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit. OLIB shall have a right to review the customers records of the Channel Partner. The Channel Partner shall co-operate during such audit and provide necessary and correct information.
8. ASSIGNMENT
The Channel Partner shall not assign this Agreement to any third party without OLIB’s prior written consent. In the event there is a change in the control or management of the Channel Partner, the Channel Partner shall inform OLIB in writing and OLIB shall be entitled to terminate the Agreement with immediate notice in such case.
In case of sale of business or transfer of ownership, the owner or the shareholder of the Channel Partner shall ensure that the intended purchaser of the business agrees to adhere to the terms of this Agreement. OLIB shall not be under any obligation to abide by this Agreement, unless the Agreement is novated. If the Channel Partner intends to change the ownership structure of his trading style to a partnership or to a limited company or in any other manner it is agreed that any such intended change shall be deemed to be an assignment of this Agreement; OLIB shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Channel Partner thereof within a reasonable time thereafter
9. TERM AND TERMINATION
The term of this Agreement shall be valid and binding upon the Parties for a period of 12 months from the date of acceptance of Agreement. The Agreement will be considered to be automatically renewed for another 12 months unless terminated by either Party in accordance with the Terms of this Agreement.
10. RELATIONSHIP
The Parties are independent contractors agreeing to provide mutual service on the basis of this rate and contract. Neither Party shall bind the other by its acts, deed nor omissions other than to the extent set out in this Agreement.
11. INDEMNITY
Notwithstanding other obligations, the Channel Partner shall indemnify OLIB and hold harmless, its officers, directors, employees, 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 cost of legal defense whether direct or indirect that they or any of them may sustain or incur as a result of any acts or omissions of the Library or any of it directors, employees, officers or agents including but not limited to (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct (iii) misrepresentation made herein (iv) any delay in payment/ non-payment of taxes.
OLIB shall indemnify the Channel Partner and hold harmless, its officers, directors, employees, 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 cost of legal defense whether direct or indirect that they or any of them may sustain or incur as a result of any acts or omissions of OLIB or any of it directors, employees, officers or agents arising out of (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct or (iii) misrepresentation made herein.
Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation 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. The obligation under this Clause shall survive for a period of one year after termination of this Agreement.
13. GUEST PRIVACY
Keeping in line with global standards of data protection, security and integrity, OLIB has made significant investment in our systems, training and people and are revising our policies to have in place robust safeguards around data you collect through you and updating our guest privacy policies and standards.
14. JURISDICTION
If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms & Conditions, such dispute shall be referred to the arbitration of a single arbitrator to be appointed by Parties. The arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Bhopal.
Any failure, delay or forbearance on the part of OLIB in: (i) exercising any right, power or privilege under this Agreement; or (ii) enforcing terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by OLIB of any right, power or privilege preclude any other future exercise or enforcement thereof.
The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.
The courts in Bhopal shall have exclusive jurisdiction to settle any disputes between the Parties under this Agreement.
15. DEVICE USAGE TERMS
a). If we provide you the device you will not misuse the sim card installed in the device or remove it from the device;
b). You will ensure that you will have a functional device, as provide by OLIB to you for library management system, at all times. Should the device malfunction or be stolen or damaged, you will inform OLIB promptly and no later than 6 hours of the malfunction or theft or damage;
c). You will ensure that all bookings are undertaken by you through the OLIB Technology Platform and through the aforementioned device provided by OLIB in this regard.
d). You 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 your part to circumvent the process shall be treated as a material breach of the understanding between the parties and a serious breach of the provisions of the Agreement.
e). OLIB will not binding to providing you the device, will provide you when it necessary.
16.COMPLIANCE
The Channel Partner shall ensure that it shall and all its officers, employees and agents remain compliant at all times with all laws, rule, regulations and notifications pertaining to anti-bribery, anti-corruption and money laundering and/or corrupt payments including but not limited to Prevention of Corruption Act 1988, Indian Penal Code, 1860, Foreign Contribution (Regulation) Act, 2010, Prevention of Money Laundering Act, 2002, Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 including any such policies of OLIB (along with their modifications) that the Channel Partner and its officers, employees and agents may be required to comply with from time to time. Furthermore, the Channel Partner shall ensure that it shall and officers, employees and agents shall not offer bribes, payments, promise to pay, engage in quid pro quo, unlawful gratuities or other benefits to OLIB employees, representatives, independent contractors, agents and any government officials (including any officer or employee of a foreign government or government-controlled entity or of a public international organization, or any person acting in an official or representative capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office, or legislative, administrative or judicial officials whether or not elected or appointed, all of the foregoing being referred to “Government Officials”) or to any other person while knowing that all or some portion of the money or value be offered , given or promised to a Government Official for the purpose of obtaining or retaining business, an advantage in the conduct of business or securing any improper advantage.
The Channel Partner shall support and cooperate with any review or audit exercise undertaken by OLIB or any government authority including but not limited to submission of periodic compliance certifications upon OLIB’s request, cooperating with OLIB’s authorized representatives deputed to monitor business conduct and cooperating with investigations pertaining to violations and share documents that may be required for such investigation/audit. Failing which, OLIB reserves the right to suspend and/ or terminate its arrangement with the Channel Partner with immediate effect in addition to the remedies available. Channel Partner acknowledges and covenants to not employ or engage in child labour and/or bonded labour and shall at all times remain compliant with all local legislations applicable to it’s business operations including but not limited to labour laws. The Channel Partner shall not, directly or indirectly, employ or engage with third parties that employ persons who are under the permissible legal age to be employed or engaged by the library or such third parties.
Channel Partner ensures it shall and all its officers, employees and agents maintain compliance with laws relating to Sexual Harassment at workplace and human trafficking and crimes against women and children at all times. Subsequently, it shall ensure strict compliance with including but not limiting to Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (“POSH”), Immoral Traffic Prevention Act, 1956, Protection of Children From Sexual Offences (POSCO) Act, 2012. It shall be the Channel Partner’s responsibility to provide a safe environment for its employees and guests and to promptly report any instances of violation to the local law enforcement agencies including a copy to OLIB.
Channel Partner should ensure it shall and all its officers, employees and agents do not use, possess distribute, sell or be under the influence of illegal drugs and/or alcohol on its library premises and maintains strict compliance with all local legislations and rules in this respect.