1.1. Dynax Solutions Private Limited, a limited company incorporated under the Companies Act, 2013, having its registered office at Hemsaila Abasan, Taki Road, Barasat, Kolkata-70012, is engaged in the development, marketing and management of cloud-based platform for hotels that provides hotel software solutions such as reservation engine, mobile and desktop websites and centralized reservation system and other related or auxiliary equipment.
1.3. Please read the following terms carefully before ordering a Product provided by Licensor. These Terms are subject to Licensor’s provision of the Product and Product License (as defined below) to Licensee, and Licensee’s agreement to be bound by these Terms.
1.4. Licensor may change these Terms from time to time at any time by notifying you. Unless otherwise stated by Licensor, your continued use of the Product without cancelling your subscription (as defined below) for 30 (thirty) days constitutes your acceptance of the change. Licensor will use reasonable means to notify Licensee of changes using the registered email address or other contact information provided by Licensee.
Grant of License
If Licensee does not order the Product in accordance with these Terms, Licensor grants Licensee a non-exclusive, non-transferable right to use the Product (“License”) for the period for which the order is requested (“License Term”).
Scope of Work
2.1. Beginning on the Effective Date, Licensor shall deliver to Licensee a Product that may be used, including, but not limited to, for the following purposes –
2.1.1. Centralized Backup System is developed by Licensor
Volume of works
2.1. On the Effective Date, Licensor shall deliver to Licensee a Product that may be used, including but not limited to, for the following purposes –
2.1.1. Centralized Reservation System
Licensor has developed a cloud-based hotel sales platform that it makes available to Licensee. The platform is used to manage reservation confirmations, room reservation requests, room inquiries, online channel partners and other services related to hotel sales through a single user interface (hereinafter referred to as the “hotel sales platform”).
The licensee will be provided with a login ID and password to always access the hotel-related booking information available on the hotel sales platform.
The product allows the licensee to keep a daily list of hotel check-ins, stays and check-outs.
License period and license fees
3.1.This License Agreement and the license granted hereunder will take effect on the date the license under its terms begins (the “Effective Date”) and will continue under these Terms unless terminated under the same terms.
3.2. The licensee may subscribe to an annual subscription plan or term agreed between the licensor and the licensee.
3.2.1. If the Product is used for services other than the Backup Machine or including but not limited to the Backup Machine, in addition to the Transaction Fees (as defined in clause 2.2) charged by Licensor, Subscription Fees will be charged as follows: –
i. For an Annual Subscription Plan (as defined below), each License Period will begin on the date Licensee elects to commence the License and end twelve (12) months after the Effective Date (“Annual Subscription Plan”). Approximately thirty (30) days before the end of the License Period, Licensor will inform Licensee of the possibility of a new subscription period.
ii. Annual subscription plan renewals are by mutual agreement and all fees for such renewals are Licensor’s then-current prices. If the licensor does not renew the license, the licensee’s right to use the product ends at the end of the relevant license period.
iii. If Licensee selects an annual subscription plan, Licensee acknowledges and agrees that the Product will be delivered on an annual billing cycle. The payment request is automatically sent to the Licensee thirty (30) days before the end of the annual subscription plan.
iv. The Licensor has the right to increase the Subscription Fees at the beginning of each renewal period. However, Licensor shall notify Licensee of such change in subscription fees by giving Licensee fifteen (15) days’ notice.
3.2.2. 12 months after the start date of the Services, all fees will be increased, including license fees for annual subscription fees.
3.3. Payment of license fees, including advance payment of license fees, must be made by a payment method agreed between the parties.
3.4.Licensee agrees to pay the license fees when the license fees are due and paid.
3.5. All payments are non-refundable. Prepaid license fees or any part thereof will not be refunded even if the licensee decides to cancel the license before the end of the license period.
3.6. If the License Fees are paid after the Deadline (“Dead Date”) but within seven (7) days after the Deadline, Licensee shall pay the License Fees plus 10% of the License Fees. as a late payment.
3.7. If the payment is not received by the Licensor within seven (7) days from the due date, the Licensee shall pay the amount due to the Licensor with interest @ 18% per annum. from today until the payment date. Additionally, without prejudice to other rights and remedies of Licensor:
3.7.1. Licensor may, in its sole discretion, delete Licensee’s password, account and suspend access to all or part of the Product, and Licensor shall not be required to deliver the Product or all Products if the applicable invoice(s) remain unpaid; and/or
3.7.2. The licensor has the right to forfeit the amount paid in advance.
3.8. All amounts and payments specified or referred to in these terms and conditions:
3.8.1. is non-cancellable and non-refundable;
3.8.2. is exclusive of VAT, which will be added to the Licensor’s invoice(s) according to the corresponding tax.
4.1. Licensee agrees and warrants that, for the use of the Product, Licensee will provide information and access to information to facilitate the use of the Product. Such information provided by Licensee is Licensee’s proprietary information and Licensee owns all right, title and interest in all information and is solely responsible for the legality, reliability, integrity, accuracy and quality of its information. (“Licensee Information”).
4.2. Licensee agrees and grants Licensor access to Licensee’s data to operate the Product and allows Licensor to archive Licensee’s data and all Licensee’s contact information and use it for analytical and MIS purposes. Licensor may share Licensee’s contact information with third parties to provide additional and related services, and Licensee hereby agrees to share contact information with third parties as part of the integration of additional services provided by Licensee. licensee licensor the parties agree that any use beyond the intended use will occur only after written notification to the licensee.
4.3. If Licensee provides information or data that is incorrect, inaccurate, incomplete or incomplete (or becomes incorrect, inaccurate, incomplete or incomplete) or provides information/information to which Licensee is not entitled, Licensor may suspend or terminate and deny the license. any current or future use of the product.
4.4. In the event of loss or damage to Licensee’s Data, Licensor’s sole and exclusive remedy shall be to use commercially reasonable efforts to recover the lost or damaged Licensee’s Data from Licensee’s most recent backup of such Licensee’s Data. according to its submission procedure. The licensor is not responsible for the loss or destruction of the licensee’s data.
Representations and guarantees
5.1. Each party represents and warrants to the other that:
It is a legal entity duly incorporated and validly existing under applicable laws and authorized to own its property and conduct its business as it now exists.
He has full authority to enter into and perform his obligations under these Terms.
The performance, delivery and performance of these Conditions by him shall be duly and validly authorized by all necessary measures and these conditions shall constitute a legal, valid and binding obligation and shall be enforceable against him according to their terms.
It complies with all applicable laws and has obtained all applicable permits and licenses necessary to fulfil its obligations under these Terms.
5.2. Licensee warrants that it understands that correct and accurate Licensee information provided by Licensee is essential for the correct and efficient operation of the Product and is responsible for any problems arising from the use of incomplete or incorrect Licensee Information.
5.3. If any legal issues/disputes arise between the Licensee and its customer(s), the Licensee agrees to be solely responsible for such customer or third-party claims.
5.4. Licensor warrants that Licensee has complied with all laws, rules and regulations and obtained all licenses for its business and is liable for any damages caused to Licensee by Licensor’s negligence. Licensee agrees and undertakes to indemnify Licensor for such damages.
5.5. Licensor disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability, merchantability or fitness for a particular purpose, except to the extent that warranties required by law cannot be validly disclaimed.
Rights, obligations and agreements of the licensee
6. Licensee will:
Provide necessary cooperation to Licensor in relation to these Terms; will comply with all applicable laws and regulations related to its activities under these Terms;
Obtain and maintain all necessary licenses, consents and authorizations required by Licensee, its contractors and agents to perform their obligations under these Terms;
Ensure that its network and systems comply with the relevant specifications provided by Licensee from time to time;
is solely responsible for obtaining and maintaining its network connections and data communications from its systems to Licensor’s data centres, as well as for all problems, conditions, delays, delivery failures and all other losses or damages arising from or related to Licensor’s networkconnections or data. links or caused by the Internet;
You are solely responsible for the confidentiality of your passwords. If the Licensee is aware of unauthorized access to the Product, it must notify the Licensor thereof;
is solely responsible for the accuracy, quality, integrity, legality, reliability, relevance and intellectual property or right of use of all Licensee Information;
If the Licensee chooses to book machine services using the Product or any service involving integrated/electronic payments, then:
i. me The Licensee registers with the payment gateway/enablers that the Licensor has used in the online payment services. The Licensee shall fulfil the obligations required to use the services provided by such payment gateway/facility, failing which the Licensee shall not use such services and the Licensee shall in no way hold the Licensor liable for service failures resulting therefrom;
ii. Licensee understands and agrees that use of the Backup Engine and other Services requires Licensee’s approval and registration with Payment Gateway(s)/Intermediary(s);
iii. Licensee understands and agrees that all matters related to services provided by Licensee to customers are the responsibility and liability of Licensee. Licensor shall not be liable in any way;
iv. Licensee shall comply with all applicable rules, instructions, guidelines, requests and actions etc. from time to time made by authorized banks and/or card associations in relation to online payments. Licensee will be liable for any fines or sanctions imposed on Licensor if Licensee fails to comply with these requirements;
v. If the Licensee suffers a loss because the Licensee cannot return its money to its customer(s), the Licensor is obliged to compensate the Licensor for those losses;
you. The Licensee shall provide its customers with customer support at all times, including in connection with the services provided by the Licensee through the Product;
vii. The licensee is solely responsible for the quality, efficiency and commerciality of the services provided to its clients;
viii. Licensee shall obtain all licenses, approvals, registrations etc. as per all laws, rules, regulations and guidelines of India to provide its services and also provide online payment facilities;
ix. Licensee may not offer illegal or offensive services or products to its customers. Licensor provides Licensee with a list of such services or products;
x. Licensee will work with Licensor to improve tracking and reporting of successfully converted leads.
xi. Licensee agrees to be responsible for all chargebacks related to payments in accordance with the policies and guidelines of charges of the various banks and card associations. Licensee agrees and acknowledges that it shall in no way hold Licensor responsible for such problems and shall indemnify Licensor against all damages incurred by Licensor in connection therewith;
xii. In the event of refunds initiated by banks and card associations, or if an additional amount is transferred to the licensee’s account in connection with a payment made by the client(s), the licensee is obliged to cooperate with the licensor to fulfil its obligations. . and will return this amount at the request of the Licensor within 5 (five) days. If Licensee fails to pay such amount to Licensor, Licensor shall have the right to pay such amounts through future transactions;
xiii. The Licensee agrees and undertakes to be solely responsible for the payment of all relevant taxes, surcharges, etc. arising from payments made by its customer/customers through the payment gateway/payment processors;
xiv. Licensee must ensure that all information provided by the Customer on its website is kept confidential. Customers may not be required or asked to provide confidential or personal information that could harm the customer’s interests. The information provided by the customer(s) can only be used to complete the transaction and not for any other purpose;
xv. Licensee agrees to pay all taxes related to services related to the Bookingmaster.in.
xvi. The parties agree and understand that if Licensee requests (in writing) Licensor to delete, remove or destroy information belonging to Licensee and Licensor deletes such information, Licensee waives any claims it may have or may have with respect to Licensee. work performed by Licensor or services related to information deleted by Licensor. Licensee also warrants that it will indemnify Licensor against all losses and damages that Licensor may suffer as a result of such request by Licensee.
7.1. Licensee may not:
attempt to translate, decompile, compile or otherwise render human intelligible any software associated with the Product or any part thereof; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make available through the Product or Service to a third party in violation of these Terms; or
attempt to obtain third party access to the Product or assist third parties in obtaining the Product; or
7.2. The rights under these Terms are granted only to Licensee and do not extend to any subsidiary, affiliate or holding company of Licensee.
7.3. Licensee agrees and understands that Licensor may mention/implement additional services (for Licensee’s benefit) provided by third parties and Licensor shall not be responsible for such services or any issues that may arise between third parties and Licensee. The parties understand that Licensor in no way endorses any third-party services.
Licensor’s rights, obligations and agreements
8.1. Licensor warrants that the Product is licensed and that its performance substantially conforms to these Terms. Licensor shall not be liable for any nonconformity resulting from use of the Product contrary to Licensor’s instructions or modification or alteration of the Product by anyone other than Licensor’s or Licensor’s duly authorized contractors or agents. If the Product and Performance do not conform to these Terms, Licensor shall, at its own expense, use all commercially reasonable efforts to promptly remedy such nonconformity or provide Licensee with alternative means to achieve the desired performance. Such repair or replacement shall be Licensee’s sole and exclusive remedy for breach of Licensor’s covenants as set forth in these Terms. Notwithstanding the foregoing, Licensor does not warrant:
that Licensee’s use of the Product will be uninterrupted or error-free; or that the Product or online technical information or materials related to Licensor’s use of the Product and/or information obtained by Licensee through the Product meets Licensee’s requirements; and
is not responsible for delays, delivery failures or other losses or damages resulting from the transmission of information through communication networks and devices, including the Internet, and Licensee understands that the Product may be subject to limitations, delays and other problems. associated with the use of such means of communication.
8.2. Licensor will use commercially reasonable efforts to make the Product available 2hours a day, seven days a week, except for:
Scheduled Maintenance performed during the Maintenance Period between 7:00 PM and 2:00 AM IST; and Scheduled maintenance, provided Licensor has made reasonable efforts to notify Licensee of such unscheduled maintenance at least 6 (six) hours in advance.
9.3. To use the Product effectively, Licensee authorizes Licensor to automatically enter online reservation information into the reservation schedule as part of its comprehensive approach to increase POS efficiency while minimizing manual intervention. It also automatically synchronizes inventory and pricing information regularly updated by the licensor with all online platforms.
8.4. Nothing herein prevents Licensor from entering into similar agreements with third parties or from independently developing, using, selling or licensing documents, products and/or services similar to those offered by Licensor.
8.5. Licensor warrants that it has and maintains all necessary licenses, consents and permissions necessary to fulfil its obligations under these Terms.
8.6. If Licensor is not satisfied with the documents provided by the Client, Licensor may, with at least 7 days’ notice and for reasonable cause, access such documents, records and personnel as Licensor reasonably requests. review and determine if the conversions are correct and the amount received by the licensee. If the Licensee requires payment from the Licensee, the Licensee will make the payment within 30 calendar days after the Licensee sends the corresponding request. However, if Licensor pays Licensee an amount based on the audit, Licensor will apply the credit to the corresponding amount on Licensor’s next invoice. Based on this, the obligation to pay the control costs must be fulfilled as follows –
In the event of deviation and payment, the licensee is responsible for the audit costs;
If there is no difference, the licensor is responsible for the inspection costs;
Intellectual property rights
9.1. Licensor’s trademarks, logos, images, service marks, trade names (collectively, the “Trademarks”) and other distinctive brand features that appear in or on content available through the Website are registered and unregistered trademarks of Licensor and may not be used in connection with products and/or services that are not affiliated with, associated with or sponsored by those rights holders and may confuse customers or in any way disparage or discredit those rights holders. All trademarks not owned by Licensor that appear on the Site or through the Site Services are the property of their respective owners. Misuse of the Trademarks displayed on or through the Licensee Website or any Website Service is strictly prohibited. Licensor owns all intellectual property rights in or relating to the Product. Licensee acknowledges and agrees that the granting of a license to Licensee under these terms does not constitute or be construed as a transfer of the Product or any rights related thereto. Licensee agrees that Licensee has acquired only limited rights to use the Product in the manner and on the terms specified herein.
9.2. All rights not expressly granted herein are reserved to Licensor. Licensee agrees to comply with all copyright notices, information or restrictions contained in any part of the Site. Licensee may not alter, remove or obscure any copyright, trademark, patent or other notices on the Site.
10.1. Each party shall, during the term of the license and during its term or termination, maintain in strict confidence all information obtained under or as a result of the license that is not or has become known to the public and shall not disclose it except to its employees. who need to know it in order to comply with these Terms and ensure that such employees keep it confidential and do not use it for any purpose other than to fulfil their obligations under these Terms.
Cancellation / Suspension and Termination
11.1. Licensor may suspend or terminate the License upon the occurrence of any event specified in this Section or elsewhere in this License Agreement.
11.2. The license expires upon the expiration of the license unless renewed in accordance with these terms.
11.3. Either party may terminate the License upon ninety (30) days prior written notice to the other party.
11.4. Notwithstanding anything to the contrary, Licensor may terminate this License without notice and immediately if:
Licensee fails to comply with any of these Terms;
If Licensee uses a backup engine, Licensee will be blacklisted by any payment gateway/facilitator/facilitators;
The licensee is subject to liquidation, termination or other similar procedures.
11.5. Upon expiration or termination of the Terms for any reason, the rights and obligations of the parties arising from these Terms (subject to these Terms) will terminate, unless otherwise provided herein.
11.6. The rights to terminate these terms and conditions do not limit the other rights of the parties and do not prevent the breaching party from seeking damages or compensation or other compensation/claim from the breaching party, except as otherwise provided herein.
11.7. Upon termination of the License in accordance with these Terms, Licensor shall:
cease to operate or act as a licensor of Licensee, except with respect to outstanding Product for which it entered into an agreement with third parties prior to such date.
Return to Licensee (or as directed by Licensee) all Licensee information and all Confidential Information in Licensee’s possession or control and copies thereof.
11.8. Upon Licensee’s termination or suspension, Licensee may no longer use the Product, and Licensor may deactivate Licensee’s account and suspend Licensee’s access to the Product. Licensee shall pay all debts owed to Licensor immediately upon termination of this License Agreement.
Limitation of liability
12.1. Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to Licensee for any direct, indirect, incidental, special or consequential damages, whether in contract, tort (including negligence) or otherwise. the use of the product or defects or errors in the Services. The Licensee’s sole and exclusive remedy for damages in any way related to the Licensee’s product or service shall be at the Licensor’s option:
12.2. Configuration of product performance with functional specifications;
12.3. Reimbursement of the applicable portion of the payments made for the applicable portion of the Licensee’s Product.
13.1. These Terms shall be governed by and construed in accordance with the laws of India.
13.2. Courts in Delhi/Kolkata shall have exclusive jurisdiction over any matter arising out of these Terms.
Neither party shall be liable to the other under these terms and conditions if the performance of its duties or business is prevented or delayed by acts, events, omissions or accidents beyond its reasonable control, utility. or failure of a transportation or telecommunications network, act of God, war, insurrection, rebellion, malicious damage, compliance with law or government order, rule, regulation or instruction, accident, fire, flood, storm, provided the other party is notified of such event and its expected duration.
Failure of a party to exercise or delay in exercising any right or remedy under these Terms or at law does not constitute a waiver of that or any other right or remedy and does not prevent or limit that or any other right or remedy. No exercise or partial exercise of such right or remedy shall prevent or limit the exercise of that or any other right or remedy.
14.1. Licensee may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms without Licensor’s prior written consent.
If any provision of these Terms is found to be illegal, void or unenforceable, that provision will be enforceable to the fullest extent permitted by applicable law and the unenforceable portion will be deemed severed from these Terms and will not affect its validityand enforceability of other provisions.