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

1. Terms of Service

By accepting to onboard your property on the Xirooms platform, the Xirooms Patron agrees to be bound by the Terms of Service mentioned herein, the commercial terms agreed during the onboarding process along with the recommended Xirooms 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 Xirooms (collectively referred to as “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from using the Xirooms Platform.

“Xirooms”, “we”, “us” or “our” refers to the Xirooms with whom you are contracting. The Terms constitute a binding legal agreement between the HOTEL / PROPERTY and Xirooms which will govern your access to and use of the Xirooms Platform.

This Agreement will equip the Xirooms Patrons with the capability and technology to enable them compete better, achieve high occupancies and improve earnings, by listing their Property, on Xirooms Platform to offer accommodation and various other services to Xirooms customers in search of quality accommodation. The Property will be listed in its original hotel name with a tag “powered by Xirooms”.

2. TERMS OF OPERATIONS

A. Use of Xirooms Platform

1. Xirooms makes the Xirooms Platform available only to Xirooms Patrons who have created an Account on Xirooms 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 Xirooms. Further, you are fully responsible for all activities that occur under your Account. In this regard, you authorize Xirooms 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;

(iii)           Requesting you to furnish documents to confirm ownership of your Property, banking information and other details as deemed necessary by Xirooms. Xirooms reserves the right to terminate, suspend, or limit access to the Xirooms Platform in the event we are unable to obtain or verify any of the information necessary to complete the Account Information.

1. Once the Account is activated, Xirooms 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 Xirooms Platform, to market or promote bookings, to provide accommodation services to Xirooms customers.

1. The Patron acknowledges that it shall provide its services to the Xirooms customers as per the operating standards which may be prescribed by Xirooms, from time to time, (whether Xirooms customer is attracted through Xirooms Platform or otherwise).
2. Xirooms may advise the Patrons in modifying the Premises to uplift revenue generation opportunities for the Patron and enhance the consumer experience.
3. 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.
4. In case the Patron opts, Xirooms will provide the Patron, with a platform login 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. Patrons shall ensure that the login 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 Xirooms. Patrons shall assign the use and operation of the platform login 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 Usage Terms. In the event Xirooms Patron opts for the platform login, the Xirooms Patron shall ensure that all bookings are undertaken through such login or any other device provided by Xirooms and/or the Xirooms Platform only. The Xirooms 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 Xirooms Patron’s part to circumvent the process shall be treated as a material breach of the understanding between the parties and the Xirooms Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages.
5. The Xirooms Patron acknowledges that its performance may be ranked and measured in accordance with the Xirooms Policies related to quality score as may be communicated by Xirooms from time to time, and the customer feedbacks and reviews. The Xirooms Patron agrees that the ranking and performance rating shall be as per the sole opinion of Xirooms and the same shall not be subject to dispute by the Xirooms Patron. Xirooms shall have the sole discretion to change the terms of the said policy from time to time.
6. Due to the nature of the Internet, Xirooms cannot guarantee the continuous and uninterrupted availability and accessibility of the Xirooms Platform. Xirooms may restrict the availability of the Xirooms 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 Xirooms Platform. Xirooms may improve, enhance and modify the Xirooms Platform and introduce new Xirooms Services from time to time. In case of any such interruption, the Xirooms Patron shall at all times honour the reservations made by Xirooms customers on the Xirooms Platform, OTA and all online/offline channels as the case may be.

B. Property Listing

The Xirooms Patron shall, at all times, comply with respective terms and conditions associated with the use of the Xirooms Platform, and Technological Know-how and acknowledges that Listing of the Property on Xirooms Platform and other OTA’s is subject to Xirooms on-boarding requirements and Xirooms Policies. Xirooms reserves the right to suspend, at any time, the Property listing from the Xirooms Platform and other demand channels including OTA’s and make it unavailable for reservation by Xirooms customers for reasons that are more particularly described under the Suspension of Listing clause. The revenue, inventory and booking management of the Property after the execution of this Agreement shall be managed by Xirooms (including through its online and B2B offline sales channels). The Xirooms Patron shall provide detailed particulars to Xirooms on the Property and shall check the accuracy of all particulars on the Xirooms Platform (including but not limited to name, location, map, amenities, etc.) and inform Xirooms immediately of all discrepancies. The Xirooms Patron agrees and acknowledges that in order to improve visibility of a Property on Xirooms Platform and or any other websites, Xirooms at its own expense, shall have the right to take and publish pictures of the Xirooms Patron’s Property during the validity of this Agreement. It is understood and agreed by the Xirooms Patron that the intellectual property rights for all such images shall rest solely with Xirooms and Xirooms 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 Xirooms Platform and or any other online or offline channels.

C. Contracted Rooms

The Xirooms Patron shall ensure that the Contracted Rooms, except the Non-Operational Rooms, shall be made available on the Xirooms Platform for reservations by Xirooms customers. Any and all rooms in the Property (Contracted Rooms or otherwise) shall at all times be under the operational control of the Xirooms Patron. Notwithstanding anything stated herein, if the Xirooms Patron defaults / breaches its obligation under this clause, including but not limited to listing of Contracted Rooms on any OTA directly, then the Xirooms Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Demand 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 Demand 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 Rooms & Blocked Rooms

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

E. Corporate Channels

Xirooms may offer rooms and/or banquets at the Property (with/without Value Added Services) to certain Xirooms corporate guests / Xirooms customers under its own name as part of the B2B demand generated by Xirooms. For this channel, Xirooms may purchase the Contracted Rooms for resale to Xirooms corporate guests. The Xirooms Patron shall comply with the terms of the agreement between Xirooms and such Xirooms corporate guests.

F. Pricing

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

G. Assured Check-in

The Xirooms Patron acknowledges that guest servicing is a key responsibility under this Agreement and the Xirooms Patron agrees and covenants that it shall not deny check-in to any Xirooms customer under any circumstances at the Property,

(i)              So long the Xirooms customer possesses a valid booking for the Property, through the Xirooms Platform, OTA and/ or online/offline channels,

(ii)             Has complied with the terms of the booking,

(iii)           Such bookings were made during the Term of this Agreement. If the Xirooms Patron denies check-in to any Xirooms customer (including during the suspension of listing on the Xirooms 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 Xirooms customers, cost of compensating the Xirooms 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 Xirooms Patron and to that extent the Xirooms Patron will keep Xirooms completely indemnified. Xirooms has the right to offset/adjust such amounts against monies due or payable to the Xirooms Patron and reserves the right to levy penalties and/or liquidated damages (whether monetary or non-monetary) for such check-in denial under Xirooms Policies. The Xirooms Patron’s breach of this provision shall amount to a material breach of the terms of this Agreement.

H. 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 Xirooms customers;
3. Update itself on all the Applicable Laws and Xirooms 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 Xirooms Policies related to Safety & Security, including Emergency Response Protocols;
6. Extend its unconditional cooperation and support towards handling any Xirooms customer complaints and request for information raised by law enforcement agencies at any time during the subsistence of this Agreement and even thereafter.

I. Suspension of Listing

a.     Notwithstanding, anything to the contrary herein contained, Xirooms reserves the right to suspend the Xirooms Patron’s Property and thereby suspend access to all bookings for the Property (received through the Xirooms 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 Xirooms deems fit: 

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

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

J. Guest Stay Policies

The Xirooms Patron shall communicate its guest stay policies to Xirooms at the time of listing, which shall be evaluated by Xirooms and implemented only in case the same are approved by Xirooms. In such an event, the guest stay policies provided by the Xirooms Patron shall be applicable in addition to the Xirooms Policies related to guest bookings published by Xirooms.

 In case of any inconsistency between the guest stay policies provided by the Xirooms Patron and the Xirooms Policies, the Xirooms Policies shall prevail. Any proposed changes by the Xirooms Patron to its own policies shall be communicated in advance to Xirooms and the Xirooms customer, and will not be implemented without prior written consent of Xirooms. The Xirooms Patron confirms that it shall honour all the commitments made in the booking voucher at all times.

K. Property Branding

The Xirooms 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 Xirooms. Signage’s shall be placed as per Xirooms discretion depending upon the demographics and size of the Property, in compliance with Applicable Laws. The Xirooms 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 Government or local municipal authorities in this regard shall also be obtained / borne solely by the Xirooms Patron.

L. Value Added Services

Xirooms may offer to the Xirooms Patron an option to avail Value Added Services on the prices, terms and conditions associated with such services. If the Xirooms Patron opts for such Value Added Services, it agrees to pay the charges / fees set by Xirooms, which the Xirooms 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 Xirooms. The Xirooms Patron may opt out of any Value Added Services, if it chooses or does not agree to any modification of the same, unless a minimum Value Added Services period is specified in the respective Value Added Service policy or in Xirooms 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 Xirooms Patron will be made by Xirooms directly to the account of Xirooms Patron notified by the Xirooms Patron to Xirooms, upon completion of verification of the Account Information. Xirooms shall not be held liable for any delay in processing the payments to the Xirooms Patron due to incomplete Account Information and/or pendency of verification of the same
2. Revenue Assurance: The Xirooms Patron shall accurately provide all revenue details of the Property i.e. revenue generated by the Property in the preceding week/month to Xirooms, including but not limited to Walk-in Revenue generated by the Property, and pay Xirooms its Fees. The parties agree that the reconciliation cycle period may be changed at the sole discretion of Xirooms, in which case such changes will be notified to the Xirooms Patron in terms of clause 18 (h) below. Further, Xirooms may from time to time establish standard operating procedures and policies under the Xirooms Policies to enable and facilitate compliance with this clause, including incentives and/or penalties.
3. Xirooms shall provide a statement showing reconciliation of the accounts to the Xirooms Patron. The Xirooms 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 Xirooms 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 Xirooms 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 Xirooms Patron. The Xirooms Patron acknowledges that such variation in fees or commissions by Xirooms, will be commercially reasonable in nature. All terms and conditions associated with the new products and / or services shall be available in the Xirooms Policies and communicated to the Xirooms Patron separately. Furthermore, Xirooms reserves the right to waive charges towards fee(s) and/ or commissions as commercially agreed with the Xirooms Patron, e.g. Walk-in Waiver.
5. Xirooms shall be entitled to offset any outstanding amounts that may be owed by the Xirooms Patron to Xirooms from time to time from the amount paid by the Xirooms Patron under Xirooms Secure. The Xirooms Patron alone shall be responsible to maintain adequate balance as per this Agreement in Xirooms Secure throughout the entire term of this Agreement failing which Xirooms 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 Xirooms Platform. Upon expiry/termination of the Agreement, the balance amount due to the Xirooms Patron, after making deductions (if any) shall be refunded by Xirooms within 15 (fifteen) days to the Xirooms Patron
6. Xirooms shall charge Platform Fees, Demand Fees and any fee towards Value Added Services or any other additional services related to the usage of the Xirooms Platform.

5. Xirooms PRODUCTS

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

6. RIGHT TO AUDIT AND INSPECT

1. The Xirooms Patron is obligated to fully and accurately report all Revenue generated from the Property including disclosure, upon request, to Xirooms, 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, Xirooms shall have a right (but not an obligation) to undertake periodic digital and/or physical audits/ surprise checks to ensure that the Xirooms Patron is adhering to the terms of this Agreement, including Xirooms Policies, from time to time. Xirooms 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, Xirooms 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 Xirooms Patron. The Xirooms 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, Xirooms shall have a right to review the customer / visitors records and/or financial / other records of the Xirooms Patron pertaining to the Property and/or this Agreement. The Xirooms Patron shall cooperate during such audit / inspection or any inspection / investigation carried out by any Xirooms, or any third party audit agency appointed by Xirooms and/or any government authority(ies) and provide necessary support and correct information, records, documents, etc. The Xirooms Patron shall also provide uninterrupted access to Xirooms authorized personnel / representatives to the Property for such inspection / audit.

7. Assignment 

The Xirooms Patron shall not assign, transfer or delegate this Agreement to any third party without Xirooms prior written consent. Xirooms shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Xirooms Patron thereof within a period of 30 days thereafter.

8. Publicity 

 The Xirooms Patron understands and agrees that by virtue of the Services provided under this Agreement, Xirooms shall use/publish the Xirooms Patron and/or its Property’s name, details and images including other details on any Xirooms Platform(s) and online and offline demand channels. However, the Xirooms Patron shall not have the right to use the Xirooms name or Xirooms Marks in any independent sales or marketing publication or advertisement, or in any other manner, without prior written consent of Xirooms, except for and to the extent permissible under this Agreement.

9. Entire Agreement 

 These Terms as may be supplemented by additional terms and conditions, including policies, guidelines, standards, and in-product disclosures (as well as those items incorporated by reference) contains the entire understanding between Xirooms and you with respect to your usage of the Xirooms Platform and supersede any and all prior oral or written understandings or agreements between Xirooms and you. You acknowledge and agree that if any of the provisions of these Terms are deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from these Terms and the remaining provisions of these Terms shall remain valid and enforceable and binding on you and Xirooms.

10. Severability 

The Xirooms Patron acknowledges and agrees that if any of the provisions of this Agreement is deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from this Agreement and the remaining provisions of this Agreement shall remain valid and enforceable and binding on the Parties.