Please read these Terms & Conditions carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the VOW Platform, you agree to comply with and be bound by these Terms.

By accepting to onboard your property on the VOW platform, the VOW Patron agrees to be bound by the Terms of Service mentioned herein, the commercial terms agreed during the onboarding process along with the recommended VOW Policies, including such other supplemental policies and terms linked to in these Terms which are incorporated by reference, and which collectively form part of your agreement with VOW (collectively referred to as “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from using the VOW Platform.

This Agreement will equip the VOW Patrons with the capability and technology to enable them compete better, achieve high occupancies and improve earnings, by listing their Property, on VOW’s Platform to offer accommodation and various other services to VOW’s customers.

Use of VOW Platform

VOW makes the VOW Platform available only to VOW Patrons who have created an Account on VOW 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 VOW. Further, you are fully responsible for all activities that occur under your Account. In this regard, you authorize VOW 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 of your Property, banking information and other details as deemed necessary by VOW. VOW reserves the right to terminate, suspend, or limit access to the VOW Platform in the event we are unable to obtain or verify any of the information necessary to complete the Account Information.

VOW may advise the Patrons in modifying the Premises to uplift revenue generation opportunities for the Patron and enhance consumer experience.

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.

Patrons shall ensure that not used to make any fraudulent booking or any other illegal purpose that may compromise the records or the accounts of the Patron or VOW. Patrons shall assign the use and operation of the VOW Platform to its authorized representatives and Patrons shall remain responsible as principle to the act of its agents.The VOW 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 VOW Patron’s part to circumvent the process shall be treated as a material breach of the understanding between the parties and the VOW Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages.

The VOW Patron acknowledges that its performance may be ranked and measured in accordance with the VOW Policies related to quality score, as may be communicated by VOW from time to time, and the customer feedbacks and reviews. The VOW Patron agrees that the ranking and performance rating shall be as per the sole opinion of VOW and the same shall not be subject to dispute by the VOW Patron. VOW shall have the sole discretion to change the terms of the said policy from time to time.

Contracted Rooms

The VOW Patron shall ensure that the Contracted Rooms, except the Non-Operational Rooms, shall be made available on the VOW Platform for reservations by VOW customers. Any and all rooms in the Property (Contracted Rooms or otherwise) shall at all times be under the operational control of the VOW Patron.

Pricing

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

Assured Check-in

The VOW Patron acknowledges that guest servicing is a key responsibility under this Agreement and the VOW Patron agrees and covenants that it shall not deny check-in to any VOW customer under any circumstances at the Property (i) so long the VOW customer possesses a valid booking for the Property, through the VOW Platform (ii) has complied with the terms of the booking and (iii) such bookings were made during the Term of this Agreement. If the VOW Patron denies check-in to any VOW customer (including during the suspension of listing on the VOW 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 VOW customers, cost of compensating the VOW 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 VOW Patron and to that extent the VOW Patron will keep VOW completely indemnified. VOW has the right to offset/adjust such amounts against monies due or payable to the VOW Patron and reserves the right to levy penalties and/or liquidated damages (whether monetary or non-monetary) for such check-in denial under VOW Policies. The VOW Patron’s breach of this provision shall amount to a material breach of the terms of this Agreement.

The patron shall:

operate the Property round the clock throughout the Term in accordance with the terms of this Agreement;

shall maintain adequate staff to provide seamless services to VOW customers,

maintain a safe, hygienic, secure and sanitised Property at all times;

take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Property

extend its unconditional cooperation and support towards handling any VOW customer complaints.

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

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

failure of VOW Patron to comply with the VOW Policies and the terms of this Agreement;

any civil or criminal or tortious acts, commissions and omissions by the VOW Patron, its employees, representatives, independent contractors;

failure of VOW 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.;

any inquiry / investigation against VOW Patron or the Property which is pending with the law enforcement agencies or any government department;

risk of safety or security of VOW customers, VOW employees, representatives, officials including but not limited to threat or assault;

ongoing business dispute with the VOW Patron involving settlement and reconciliation of accounts;

instances of force majeure that render a Property unfit for receiving reservations from VOW customers;

the Property has a continued low guest experience score;

change in ownership of Property or if the VOW Patron fails to perform its obligations under the ownership documents;

Property is undergoing renovation;

VOW Patron undertakes acts of disparagement towards the business and/ or brand and/ or reputation and/ or goodwill of VOW;

Any information provided by the VOW Patron to VOW, including on VOW Platform, is found to be false, misleading or inaccurate; and

For any other reasons such as denial of check in to guests who have valid bookings/ reservations, poor safety and hygiene etc.

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

The VOW 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 VOW. Signages shall be placed as per VOW’s discretion depending upon the demographics and size of the Property, in compliance with Applicable Laws. The VOW 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 VOW.

VOW may offer to the VOW 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. If the VOW Patron opts for such Value Added Services, it agrees to pay the charges / fees set by VOW, which the VOW 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 VOW. Any fees paid or approved until the date of cancellation of the Value Added Service will be non-refundable.

All payments to the VOW Patron will be made by VOW directly to the account of VOW Patron notified by the VOW Patron to VOW, upon completion of verification of the Account Information. VOW shall not be held liable for any delay in processing the payments to the VOW Patron due to incomplete Account Information and/or pendency of verification of the same.

The parties agree that the reconciliation cycle period may be changed at the sole discretion of VOW, in which case such changes will be notified to the VOW Patron.

The parties agree that VOW 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 VOW Patron. The VOW Patron acknowledges that such variation in fees or commissions by VOW, will be commercially reasonable in nature. All terms and conditions associated with the new products and / or services shall be available in the VOW Policies and communicated to the VOW Patron separately.

VOW shall be entitled to offset any outstanding amounts that may be owed by the VOW Patron to VOW from time to time from the amount paid by the VOW Patron.

The VOW Patron alone shall be responsible to maintain adequate balance, failing which VOW shall have the right, at its own discretion, to suspend/terminate listing of the Property. VOW shall charge Platform Fees, Demand Fees and any fee towards VAS or any other additional services related to the usage of the VOW Platform.

a. The VOW 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 VOW customer in the manner set forth under this clause. If the VOW Patron does not have a GSTN, then the VOW Patron shall issue a non GST invoice to the VOW customer. Notwithstanding the forgoing, the VOW 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 VOW Patron’s obligation and responsibility to issue timely invoices to VOW customers. A valid invoice must have the following components, unless otherwise required by law:

1. 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

If the VOW Patron is registered for GST, it is mandatory for the VOW Patron to share its GSTN with VOW and include the same in all invoices to guest(s), failing which VOW shall presume that VOW Patron is not GST registered. If the VOW Patron does not hold a valid GST registration, VOW shall deduct applicable GST and deposit the same in the Govt. treasury and recover/withheld the same from the amount payable to the VOW Patron, recover any shortfall thereof

VOW shall have a right (but not an obligation) to undertake periodic digital and/or physical audits/ surprise checks to ensure that the VOW Patron is adhering to the terms of this Agreement, including VOW Policies, from time to time. VOW 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, VOW may as it deems fit and appropriate, recover the unreported Revenue in addition to imposition of penalties equivalent to such amount, during its weekly/monthly account reconciliations with the VOW Patron. The VOW Patron shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.

Additionally, VOW shall have a right to review the customer / visitors records and/or financial / other records of the VOW Patron pertaining to the Property and/or this Agreement. The VOW Patron shall cooperate during such audit / inspection or any inspection / investigation carried out by any VOW, or any third party audit agency appointed by VOW and/or any government authority(ies) and provide necessary support and correct information, records, documents, etc. The VOW Patron shall also provide uninterrupted access to VOW’s authorised personnel / representatives to the Property for such inspection / audit.

All documents, instructions, details collected under this Agreement / Terms including the vow 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 VOW 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 VOW 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 VOW Patron to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement / Terms, the VOW 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 VOW Patron and its Representatives.

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 and binding unless terminated by either party as per the terms given below.

b. Either party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other without assigning any reason thereof. VOW may terminate this Agreement and deactivate / suspend and/or delete the VOW Patron’s user account forthwith by intimating the VOW Patron via an email or using any other contact information provided by the VOW Patron for the Account, in the event the VOW Patron (including its employees, agents, contractor and representatives).

(i) breaches the Terms herein, Applicable Laws and/or violates any other third-party rights;

(ii) fails to obtain/maintain Approvals required to operate its business from the Property as mentioned under these Terms;

(iii) files for bankruptcy or becomes or is declared insolvent;

(iv) acts in a manner which results in the financial loss and/or reputational harm to VOW;

(v) engages in unlawful acts or acts that disparage VOW in a private/ public set up, on social media/print media;

(vi) ceases to be the owner of the Property or if the VOW Patron’s interest is derived in the Property through a lease/operating agreement and such arrangement lease expires or is terminated or acts in a manner which results in a potential dispute concerning the title of the Property;

(vii) have provided any false, misleading or inaccurate information;

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