Policies

Terms of Use and Privacy Policies Last updated:

10/08/2025

These terms form a legally binding agreement between Users (“User(s), you, your, customer(s), yourself”) and Nearstay.in and/or its subsidiaries and affiliates (“Nearstay, we, us, our”). These terms shall govern the use of the website, mobile application, call centers (collectively referred to as “Nearstay Platform”) which enables the User to connect with us in relation to the services offered through the Nearstay Platform (“Services”).

Please read these terms carefully before accessing, using, obtaining or availing any products or Services by Nearstay. If you do not agree with these Terms of Use you may refrain from using the Nearstay Platform and/or Services. These conditions must be read in conjunction with any other applicable terms and conditions governing the use of Nearstay Platform and Services.

Nearstay reserves the right to modify these Terms of Use at any time at its sole discretion. It will be your responsibility to keep yourself updated with the Terms of Use from time to time, your continued usage of the Nearstay Platform and Services would be deemed to be an acceptance of these terms and the modifications there to

Table of Content

1. Scope of Services

2. Eligibility to use

3. Using the Nearstay Platform: Account Registration and use

4. Nearstay Services

5. Term & Termination

6. Terms specifically applicable to Customer

7. Usage terms

8. Prohibited Content

9. Communications

10. Third Party Links

11. Nearstay & Travel Support Program

12. Intellectual Property

13. Privacy

14. Indemnification

15. No warranty

16. Limitation of Liability

17. Refund Claim Period

18. Modification of these Terms

19. General Provisions

1. Scope of Services

Nearstay through the Nearstay Platform markets. Nearstay branded properties, managed and/or owned by third parties (“Channel Partners”) as per agreed terms with Nearstay or Nearstay as the case maybe to help the Users avail the stay Services right ( Nearstay’s Service). Nearstay Platform offers Services to its Users by offering its products (“Nearstay Products”) which shall include but shall not be limited to:

a. Nearstay all categories or what we can provide you and whom we are serving.

b. Nearstay Hosts tie ups

c. Nearstay Atithi reviews and genuine feedback

d. and many more changes or addition can be done from our side according to upcoming time or future.

2. Eligibility to use

You must be at least eighteen (18) years of age or above and capable of entering, performing and adhering to these terms. While individuals under the age of 18 may utilize/browse the Nearstay Platform, they shall do so only with the involvement, guidance and supervision of their parents and / or legal guardians, under such parent /legal guardian’s registered account. Nearstay reserves the right to terminate User’s access and refuse to provide User with access to the Nearstay Platform if Nearstay discovers that User is under the age of 18 years.

3. Using the Nearstay Platform : Account Registration and use

Nearstay makes the Services available tNearstayu through the Nearstay Platform upon you providing Nearstay certain required User information and having created an account (“Account”) through Nearstay ID and password or other log-in ID and password (collectively, the “Account Information”). The Nearstay Platform requires you to register as a User by creating an Account in order to utilize the Services provided. You will be responsible for maintaining the confidentiality of the Account Information, and are fully responsible for all activities that occur under Your Account. You agree to

(a) immediately notify Nearstay of any unauthorized use of its Account Information or any other breach of security, and

(b) ensure that you exit/log out from the account at the end of each session.

Nearstay cannot and shall not be liable for any loss or damage arising from your failure to comply with this clause. If you surrender your mobile number or change your telecom service provider, you will be responsible for modification of account details and/or linking an alternate number. You may be held liable for losses incurred by Nearstay or any other customer or visitor to the Nearstay Platform due to authorized or unauthorized use of your account as a result of your failure in keeping its Account Information secure and confidential.

Nearstay also allows restricted access to the Nearstay Platform for unregistered users. At the time of registration, you shall ensure that the Account Information provided by you in the Nearstay Platform registration form is complete, accurate and up-to-date. Use of another user’s account information is expressly prohibited

4. Nearstay Services

Nearstay is primarily responsible for providing a comfortable room stay and for ensuring the acceptability of the services as promised by Nearstay to its customers. Nearstay has right to direct the  Nearstay Hosts owners to provide the room stay services to Nearstay’s customers.

1. Nearstay understands the NEW age Customers requirements and accordingly offers wide variety of hotels at its platform to service its Customer.

2. Nearstay markets the room stays, providing its Customers with the room booking voucher that entitles them to avail  Nearstay service in our Nearstay branded rooms provided by our Channel partners as per terms agreed with Nearstay.

3. In case Customers are not able to select the properties from our website, you can call our customer support desk and our team will help you find a suitable accommodation within your preferred budget and amenities

4. If any check-in is denied for a confirmed booking, Nearstay shall ensure that User is provided with an alternate accommodation of comparable standards. In an event, where the alternate accommodation could not be provided, Nearstay shall arrange for the refund of any pre booking amount collected from the User.

5. Nearstay also promises its Users of a comfortable room stay experiences at all its Nearstay branded rooms with following amenities:

a. AC rooms with Television

b. Wi-Fi

c. Spotless linen

d. Hygienic and sanitised washrooms

e. Housekeeping Facilities on daily basis for your comfort f. 24*7 manned front desk to help you with all your queries

6. You can reach out to us by:

a. Writing to us on the Nearstay support page or Booking help section

b. Calling us on our 24X7 guest support helpline

Our guest support team will ensure the best and resolve your concern.

7. Nearstay involved with the Users right from the time when booking is made through Nearstay platform and throughout the hotel stays, ensuring that the User gets a comfortable room stay experience.

5. Term & Termination

In case you wish to discontinue you can at any point opt out of your membership of the Nearstay Platform. Nearstay deserves the right to unilaterally terminate your use of the Nearstay Platform without notice or any liability for reasons of breach of the terms mentioned herein.

6. Terms specifically applicable to Customer :

Users availing Services and Nearstay Products via the Nearstay Platform (hereinafter referred to as “Customers”) shall be governed by the following terms and conditions:

1. Reservation or booking of services .

The process of booking Services from this Nearstay Platform may require you to disclose your personal and confidential information. To prevent any possibility of unauthorized access tNearstayur confidential information such as name, address etc., you shall not use/access this site from unsecure computers, unsecure communication links, unsecure mobile phones or locations such as Internet-Cafe(s), Cyber-Cafe(s) and other commercially available internet enabled computers or computer services. The User agrees, acknowledges and confirms that before placing any order on the Nearstay Platform, the User shall check the Service description and price carefully and by placing an order for a Service you agree to be bound by these terms including the Services’ description. You shall only place the order after fully satisfying yourself with the price, description, look as has been displayed on Nearstay Platform. That relying on declarations, confirmations, information and obligations made/undertaken by the User in accordance with the terms, and believing the same to be true and acting on the faith thereof, Nearstay has agreed to provide the Services to the User as per the terms mentioned herein. In particular, the User does hereby agree, promise, declare, confirm, covenant, undertake and represent & warrant to Nearstay:

a. the User is not under any legal or other deficiency which prevents/may prevent the User from: (i) entering into a valid contract under the applicable laws; and (ii) making valid payment to Nearstay for Services ordered by the User.

b. In the event of detecting any suspicious activity from User’s account, Nearstay reserves the right to cancel all pending and future orders owing to any such incident without any liability to the User.

c. In a credit card transaction; you must use your own credit card for which User has full right & authority to validly use such credit card for making payment to Nearstay. Nearstay shall not be liable for any credit card fraud. The liability to use a card fraudulently will be on the User and the onus to ‘prove otherwise’ shall be exclusively on User.

d. While using the Nearstay Platform User shall at all times strictly comply with the payment procedure and the terms mentioned herein in their entirety.

e. Your use of the Services shall be deemed that you are fully satisfied with the description, look and design of the accommodation and usage fee of the accommodation as has been displayed on Nearstay’s Platform.

The User agrees and acknowledges that in the Nearstay Platform all Services are offered only at the sole discretion of Nearstay.

B. Payment & Usage Fee

You hereby agree and understand that you will have to pay the usage fee as mentioned on the Nearstay Platform for the concerned Services via the payment mode provided on the Nearstay Platform post which User’s requested reservation will be confirmed. Once the reservation has been confirmed, Nearstay will debit the usage fee from the payment mode selected by the User. The User agrees and acknowledges that the payment procedure may call for and require additional verification of or information from the User and the User undertakes to provide complete, correct and proper information.

Nearstay uses third party payment providers to receive payments from User. Nearstay is not responsible for delays or erroneous transaction execution or cancellation of reservation due to payment issues. Nearstay takes utmost care to work with third party payment providers, but does not control their systems, processes, technology and work flows, hence cannot be held responsible for any fault at the end of payment providers.

User making payments for Services provided via the Nearstay Platform, would be making payments to the entities mentioned as per the link mentioned in the tab named Payment for Services.

C. Responsibility

You are requested to kindly take due care of all their personal valuables and belongings. Nearstay and its employees shall NOT Nearstay be responsible for any loss, theft or damage to the Guests’ personal valuables and belongings.

You are requested to kindly take due care of all their personal valuables and belongings. Nearstay and its employees shall NOT Nearstay be responsible for any loss, theft or damage to the Guests’ personal valuables and belongings.

User / Guest verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Guest’s identity. Not withstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Guests to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Guests, (ii) screen Guests against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Guest, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

7. Usage terms

The information, materials, Services available on the Nearstay Platform may inadvertently include inaccuracies, typographical errors, or outdated information, Nearstay is not responsible for and shall not be bound to honor typographical or pricing errors on the Nearstay Platform. Nearstay reserves the right to refuse or cancel orders at any time, including but not limited to the orders that contain incorrect prices or product descriptions, orders in which Nearstay believes the User has violated applicable laws or these terms, orders that Nearstay believes are harmful to Nearstay or orders that Nearstay believes are fraudulent or based on illegal, fraudulent or deceitful use/furnishing of information or based on false information. Nearstay neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or Service. Subject to the Services referred in Paragraph “Nearstay services“ Nearstay, in relation to its platform, expressly disclaims any warranties whether express or implied about the accuracy, completeness, correctness, suitability, reliability, availability, timeliness, quality, continuity, performance, error free or uninterrupted operation/functioning, fitness for a particular purpose, workmanlike effort, non-infringement, lack of viruses or other harmful components of the Services and/or products.

Nearstay shall not be responsible for the delay or inability to use the Nearstay Platform, unrelated functionalities, the provision of or failure to provide functionalities, or for any information, software, services, functionalities and related graphics obtained through the Nearstay Platform, or otherwise arising out of the use of the Nearstay Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Nearstay shall not be held responsible for non-availability of the Nearstay Platform during periodic maintenance operations or any unplanned suspension of access to the Nearstay Platform that may occur due to technical reasons or for any reason beyond Nearstay’s control. You understand and agree that any material or data downloaded or otherwise obtained through the Nearstay Platform is done entirely at your own discretion and risk and you will be solely responsible for any damage tNearstayur computer systems or loss of data that results from the download of such material or data. Nearstay accepts no liability for any errors or omissions, with respect to any information provided tNearstayu.

Nearstay shall not be responsible for the delay or inability to use the Nearstay Platform unrelated functionalities, the provision of or failure to provide functionalities, or for any information, software, Services, functionalities and related graphics obtained through the Nearstay Platform, or otherwise arising out of the use of the Nearstay Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Nearstay shall not be held responsible for non-availability of the Nearstay Platform during periodic maintenance operations or any unplanned suspension of access to the Nearstay Platform that may occur due to technical reasons or for any reason beyond Nearstay’s control. The User understands and agrees that any material or data downloaded or otherwise obtained through the Nearstay Platform is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. Nearstay accepts no liability for any errors or omissions, with respect to any information provided to the User.

Nearstay may make access to and use of the Nearstay Platform, or certain areas or features of the Nearstay Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting ratings or reviews thresholds, or a User’s booking and cancellation history

Due to the nature of the Internet, Nearstay cannot guarantee the continuous and uninterrupted availability and accessibility of the Nearstay Platform. Nearstay may restrict the availability of the Nearstay 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 Nearstay Platform. Nearstay may improve, enhance and modify the Nearstay Platform and introduce new Nearstay Services from time to time.

Nearstay may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your Nearstay Account. For example, we may enable Users to link their Nearstay Accounts to businesses and take actions for those businesses, we may enable eligible Users or certain third parties to book listings on behalf of other Users. These features do not require that you share your credentials with any other person. Nearstay third party is authorized by Nearstay to ask for your credentials, and you shall not request the credentials of another User

8. Prohibited Content :

As a pre-condition of use of the Nearstay Platform, User warrants to Nearstay that User shall not use this Nearstay Platform for any purpose that is unlawful, unauthorized, or inconsistent with these terms, and the User agrees that this license to use Nearstay Platform will terminate immediately upon User’s violation of this warranty. Nearstay reserves the right, at its sole discretion, to block/terminate User’s access to this Nearstay Platform and its content at any time, with or without notice. The User agrees, acknowledges, confirms and undertakes that the registration data, information/data provided or uploaded onto the Nearstay Platform by the User:

a. shall not be false, inaccurate, misleading or incomplete; or

b. shall not be fraudulent or involve the use of counterfeit or stolen credit cards; or

c. shall not infringe any third party’s intellectual property, trade secret or other proprietary rights or rights of publicity or privacy; or

d. shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; or

e. shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines or executable files that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information of any person whatsoever; or f. shall not create liability for Nearstay or cause Nearstay to lose (in whole or in part) the services of Nearstay’s ISPs or other service providers/suppliers. If the User contravenes the foregoing or Nearstay has reasonable grounds to suspect that the User has contravened the foregoing, Nearstay has the right to indefinitely deny or terminate User’s access to the Nearstay Platform and to refuse to honor the User’s request(s).

The Users are prohibited from engaging in the following activities:

a. Systematically retrieve data or other content from the Nearstay Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us

b. Make any unauthorized use of the Nearstay Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

c. Circumvent, disable, or otherwise interfere with security- related features of the Nearstay Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Nearstay Platform and/or the Content contained therein.

d. Engage in unauthorized framing of or linking to the Nearstay Platform.

e. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

f. Make improper use of our support services or submit false reports of abuse or misconduct.

g. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. h. Interfere with, disrupt, or create an undue burden on the Nearstay Platform or the networks or services connected to the Nearstay Platform.

i. Attempt to impersonate another user or person or use the username of another user

j. Sell or otherwise transfer your profile

k. Use any information obtained from the Nearstay Platform in order to harass, abuse, or harm another person.

l. Use the Nearstay Platform as part of any effort to compete with us or otherwise use the Nearstay Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.

m. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Nearstay Platform.

n. Attempt to bypass any measures of the Nearstay Platform designed to prevent or restrict access to the Nearstay Platform, or any portion of the Nearstay Platform.

o. Copy or adapt the Nearstay Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

p. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Nearstay Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Nearstay Platform.

q. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism.

r. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Nearstay Platform, or using or launching any unauthorized script or other software.

s. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Nearstay Platform.

t. Use the Nearstay Platform in a manner inconsistent with any applicable laws or regulations.

9. Communications

When you use the Nearstay Platform, you agree and understand that you are communicating with Nearstay through electronic records and you consent to receive communications via electronic records from Nearstay periodically and as and when required. Nearstay may communicate with you by email or by such other mode of communication, electronic or otherwise. You specifically agree that Nearstay shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received. Further, Nearstay will make best efforts to safeguard the confidentiality of your personally identifiable information available with it, but transmissions made by means of the internet cannot be guaranteed or made absolutely secure. By using this Nearstay Platform, you agree that Nearstay shall not be liable for disclosure of your information due to errors in transmission or unauthorized acts of third parties. Without prejudice to the foregoing you agree that Nearstay shall not be held liable or responsible for ‘phishing attacks’ on you. You may accept or decline the cookies when you accesses Nearstay Platform. It is the User’s responsibility to set his browser to alert him to accept or to reject cookies.

10. Third Party Links

This Nearstay Platform may at Nearstay sole discretion, contain links to Nearstay Platforms owned and maintained by persons or entities other than Nearstay. Nearstay may also provide links to the other sites for purpose of enabling the Customer to make payment to Nearstay. Any of the foregoing links do not constitute an endorsement by Nearstay of any such sites and are provided only as a convenience. Nearstay is not responsible for the content or links displayed on such sites. Nearstay is not responsible for the privacy practices of such sites which Nearstay does not own, manage or control. Nearstay does not regularly review, and makes no warranty or representation regarding materials posted, or Services or services offered, on the sites to which this Nearstay Platform may be linked and Nearstay shall not be responsible for any deficiency thereof. Nearstay does not endorse any or all of the materials, Services, and services available on such linked sites, and Nearstay expressly disclaims responsibility for the contents of any linked site, the accuracy of any information contained in a linked site, and the quality of the Services and services offered at any linked site. Any decision to view the contents of any linked site is solely the responsibility of User and is made at User’s own risk.

11. Nearstay Stay & Travel Support Program

Stay protected with the Nearstay Stay & Travel Support Program, a discretionary assistance program that provides monetary assistance for certain events during Your stay at Nearstay network hotels in India. Terms and Conditions apply.

12. Intellectual Property

Nearstay Platform and the content posted herein which shall include but shall not be limited to pictures, branding, text, graphics, designs, brand logos, audio, video, interfaces and /or any other information, or the overall arrangement of content is protected and is owned, controlled or licensed by or to Nearstay; all comments, feedback, ideas, suggestions, information or any other content provided by the User(hereinafter referred to as “Nearstay IP”). You may not modify, publish, copy, transmit, transfer, sell, reproduce, modify create derivative works from, license, distribute, frame, hyperlink, download, repost, perform, translate, mirror, display or commercially exploit Nearstay IP in any other way.

The User agrees that any feedback, comments, ideas, suggestions, information, or any other content which User contributes to Nearstay or Nearstay Platform (including the name you submit with any content) will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Nearstay to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on such content without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary. The User represents and warrants that User owns or otherwise controls all of the rights to the content that he/she may contribute to this Nearstay Platform and that use of his/her content by Nearstay shall not infringe upon or violate the rights of any third party.

13. Privacy

Please refer the privacy policy which will also govern your use of Nearstay Platform.

14. Indemnification

Without prejudice to and in addition to any other remedies, reliefs or legal recourses available to Nearstay herein or any applicable laws or otherwise, User agrees to indemnify, defend and hold Nearstay harmless including but not limited to its affiliate, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable there on) asserted against or incurred by Nearstay that arise out of or related Nearstay or use or misuse of the of the Website, any violation by you of these terms and conditions, or any breach of representations, warranties and covenants made by you herein.

15. No warranty

The Services are provided by Nearstay on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Nearstay makes no warranty that (i) Nearstay Platform or the Services will meet your requirements or your use of the Nearstay Platform or will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the Nearstay Platform, or Services will be effective, accurate or reliable; (iii) the quality of the Nearstay Platform, or Services will meet your expectations; or that (iv) any errors or defects in the Nearstay Platform or Services will be corrected. No advice or information, whether oral or written, obtained by you from Nearstay or through or from use of the Nearstay Platform shall create any warranty not expressly stated in the terms of use. Nearstay shall have no liability to the User for any interruption or delay, to access the Nearstay Platform irrespective of the cause.

It is hereby further clarified that Nearstay and Channel Partners are separate and independent entities and Nearstay does not work as representative or agent of the Channel Partner.

Nearstay will be the first point of contact in respect of online payment dispute management, refunds, cancellations, returns and customer support as they relate to the use of Nearstay services. User can reach out to Nearstay to mediate or resolve any online payment dispute or disagreement between User and Channel Partners. Nearstay shall not be made a party to any dispute between the User(s) and Channel Partner(s), except in disputes relating to Nearstay services as mentioned above.

16. Limitation of Liability

Nearstay shall not be liable for any damages of any kind whatsoever including but not limited to direct, indirect, incidental, punitive, exemplary and consequential damages, damages for loss of use, data or profits, or other intangible losses, which may arise or are arising from the use of this Nearstay Platform or any of the information, software, services and related graphics contained within the Nearstay Platform or any of the Services offered, regardless of whether such damages are based on contract, tort, negligence, strict liability or otherwise, and even if Nearstay has been advised of the possibility of damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ELSEWHERE, Nearstay’s ENTIRE LIABILITY TO THE USER FOR ANY CLAIM ARISING OUT OF AVAILING Nearstay SERVICES/ BROWSING THE Nearstay PLATFORM SHALL BE LIMITED TO THE AMOUNT EQUIVALENT TO THE PRICE PAID FOR THE PRODUCT AND SERVICES GIVING RISE TO SUCH CLAIM.

You hereby waive any and all claims, causes of action, or the rights to bring such claims or causes of action, arising out of or related to the site, communication, or these terms and conditions after one (1) year from the first occurrence of the kind of act, event, condition, or omission upon which the claim or cause of action is based. In an event, Nearstay is made liable to pay for losses, damages, etc. as mentioned above, under any law for the time being in force. Nearstay has a right to recover the same under such law from the fees / revenue to be remitted to Channel Partner and remit the balance to the Channel Partner during monthly settlement process.

17. Refund Claim Period

If you wish to claim a refund, you have an option to raise the request within 7 days from your checkout date.

18. Modification of these Terms

Nearstay reserves the right to modify these Terms at any time in accordance with this provision.

19. General Provisions

1. Governing Law and Jurisdiction: This Agreement, and all transactions entered into on or through Nearstay Platform shall be interpreted, construed and governed by the laws of India which shall be applicable to this Agreement without regard to principles of conflict of laws. User agrees that all claims, differences and disputes arising under or in connection with or in relation hereto the Nearstay Platform, the terms or any transactions entered into on or through the Nearstay Platform or the relationship between User and Nearstay shall be subject to the exclusive jurisdiction of the courts at Delhi and User hereby accede to and accept the jurisdiction of such courts.
2. No Waiver :Any failure, delay or forbearance on the part of Nearstay 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 Nearstay of any right, power or privilege preclude any other future exercise or enforcement thereof.
3. Severability: 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.

20. Digital Audit Policy

This policy outlines the Digital Audits conducted for the bookings made for the Nearstay Properties.

Scope of Audit: Nearstay periodically conducts Digital Audits for online bookings made through the Nearstay app, OTAs (Online Travel Agents), website, and other booking platforms. The purpose of the audit is to ensure accuracy, compliance, and transparency in booking processes.

Visibility of Findings: In order to ensure transparency of this audit, the results of the Digital Audit are made visible to the Operator via the CO Nearstay App. The Operator can access these findings to review and assess the audit results and ensure accuracy and have the option of rebuttal on immediate basis. However, the final decision would be taken by Nearstay.

Penalty for Non-Compliance: If any undisclosed occupancy or unfavourable findings are discovered, the Operator shall be liable to pay a penalty to Nearstay. The penalty will be equivalent to the average room rent for each finding or booking identified during the audit.

Right to Modify or Update Policy: Nearstay reserves the right to modify or update this Digital Audit Policy at any time and the Operator agrees to comply with the updated terms from time to time. This policy is an integral part of the Agreement and an extension of clause 10 of the term and conditions of the Operator Agreement.

21. Pay at  Nearstay Hosts Bookings

All 100% of all monthly pay at nearstay bookings should be collected through QR code provided by Nearstay. Where there is a failure to achieve this target, 20% of Operator Fee generated in that month with be set-off against the Operator payout. However, where the Operatory is unable to achieve the requisite targets for the month but there are no recoverable/ outstanding towards Nearstay at the end of the month, there will be no set-off against the Operator payout.

22. Use of Rooms by Operator Staff

Operator will ensure that guest rooms of the Property are not occupied by any staff members. If any staff members are found occupying the guest room(s), then Operator will be liable to pay 15x of ARR as penalty. In case the Operator wants to use any guest room as staff room, Operator shall be required to pay a monthly amount to Nearstay for such use. Operator should arrange for staff dwelling nearby to the property at their own expense to avoid such penalties.

23. CCTV

The Operator must provide access to Property records, including guest registers, CCTV footage both physical and remote, and financial documents, upon Nearstay’s request to keep a check on unauthorized intrusions and/or access to the guest rooms.

24. Toiletry Kit

A toiletry kit containing hand soap, shampoo+conditioner and shower gel (body wash) should be made available in every room upon check-in. The kits will currently be made available to you Nearstay @ INR TO CERTAIN AMOUNT ACCORDING TO RESPECTIVE DATE PRICE /-  per kit which is inclusive of applicable taxed and freight charges.

25. Operator Responsibility

You are required to maintain a minimum stock of 30 days and place new order requests via Revenue Lead/Service Specialist with a lead time of 15 (Fifteen) days to deliver the kits. All kits will be provided on a prepaid basis and the Operator is required to deposit the money into the designated Nearstay account at the time of placing this request. In case fail to place timely orders to maintain adequate stocks at the property, you will be liable to a penalty of INR TO CERTAIN AMOUNT ACCORDING TO RESPECTIVE DATE /- (Rupees Fifteen) per URN.

26. Uniform Audit

Operators are required to ensure that the uniform procured by you from us, be worn by your staff are clean and in a presentable condition at all times during working hours. Where the staff are found not wearing the uniform, a penalty of INR 10,000/- per property, will be levied for such violation and will be set-off against the Operator pay-out. A similar penalty will continue to be charged for each instance of violation.

27. Google My Business Rating Penalty

Ensuring that the Google My Business Listings remain adequately high is essential for driving an overall positive guest experience and guest repeat rate. Keeping this in mind the following evaluation and mitigation process is being initiated. Evaluation: The Google rating for the Property will be noted from the date of this communication and monitored monthly. Operating Partner is expected to maintain an overall rating of 4.5 stars & above. Where the Property rating (in any given month) falls from 4.5 stars by .2 star, an amount of INR 10,000/- will be set-off against the Operator pay-out. Where the above rating further falls, a similar penalty will continue to be charged for each instance on a monthly basis.

28. For reference

GUEST AND OTHER POLICIES & GUIDELINES

Payments for Services

Last updated: 25/07/2025

For the purposes of payment, dispute management, refunds, cancellations, returns and customer support, the following entities mentioned herein will be the responsible contracting entity. The responsible contracting entity corresponds to the operating entity for the local website in which the property is booked by the User. User shall be making the payments to the entities mentioned herein below corresponding to the country in which the property booked by the User is located (hereinafter referred to as “Country”)

Channel Partners

Last updated: 25/07/2025

These Channel Partner Terms and Conditions (“Online T&C”) along with the Services Agreement including but not limited to any attachments, schedules, addendums attached thereto, (“Contract Commercials”), are applicable tNearstayu (“You” or “ Nearstay Hosts Owner”) and your employees’ and agents’ use of services offered by Nearstay Technology & Hospitality (UK) Limited. (“Nearstay”). (Online T&C, Contract Commercials together with schedules, addendums and exhibits collectively defined as this “Agreement”). (Nearstay and You together, the “Parties”). The Agreement creates legally binding obligations and You should review it carefully before using any of the Services. If You are using the Services on behalf of a company or other entity, You represent and warrant that You are authorized to bind such entity to the provisions herein. Nearstay may amend the Online T&C from time to time.

YOU ACCEPT AND AGREE TO THESE ONLINE T&C BY ACCESSING THE Nearstay OPERATING SYSTEM (“Nearstay OS”) OR USING THE SERVICES DESCRIBED BELOW. THESE ONLINE T&C REPLACE ANY PREVIOUS AGREEMENTS OR TERMS OF USE BETWEEN YOU AND

Nearstay. By agreeing to these Online T&C, You also agree to abide by the terms of Nearstay’s Privacy Policy (www.Nearstayrooms.com/us/privacy-policy) which are incorporated into these Online T&C and are subject to change from time to time.

1. DEFINITIONS & INTERPRETATIONS

1.1 INTERPRETATION

Save where set out expressly below, all terms shall have the meanings as that contained in the Agreement to which these Terms and Conditions are annexed and form part. Provided that, in the event of inconsistency between the commercial terms of this online Terms and Conditions and the services Agreement executed between Nearstay and the  Nearstay Hosts Owner, the commercial terms of services Agreement shall prevail.

In this Agreement, unless the context otherwise requires the recitals shall be construed as part of this Agreement; the words importing singular shall include the plural and vice versa, and the words denoting natural persons shall where the context admits, include partnerships, firms, companies, corporations, associations, organizations or other entities (whether or not having a separate entity); the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; any reference herein to any “Person” or “person” includes any individual, partnership firm, trust, body corporate, Government, governmental body, authority, agency, unincorporated body of persons or association and shall be construed to include such Person’s permitted successors, transferees and assigns; words importing a particular gender shall include all genders.

This Terms & Conditions and Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the  Nearstay Hosts Owner (including any transferee of all or a substantial part of the business/ Nearstay Hosts/ assets of the  Nearstay Hosts/group company of the  Nearstay Hosts and/or any direct or indirect successor by assignment, novation or by merger or consolidation or otherwise by operation of law); and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Directors/Independent Directors.

In the event of any conflict or inconsistencies between the main body of this Agreement and any Annexure, Schedule, or the Channel Partner Terms and Conditions, this Agreement shall prevail.

1.2 DEFINITIONS

“Affiliate” means any person or entity which is under the Control of, in Control of or under the common Control with any person or entity

“Agreed Purposes” means the purpose of Nearstay complying with its obligations in relation to this Agreement;

“Agreement” means this agreement, the services agreement entered between Nearstay and the  Nearstay Hosts Owner along with the Annexures referred to herein and/or including any subsequent addendums and/or amendments to the Agreement;
“Applicable Laws” means all laws, statutes, regulations, ordinance, rule, judgement, rule of law, order, decree, approval, directive, guideline, planning requirements, policy, and laws or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or local council whether in effect as of the date of this Agreement or thereafter and in each case as amended and any other requirements applicable to the Parties and their obligations under this Agreement;
“Applicable Laws” means all laws, statutes, regulations, ordinance, rule, judgement, rule of law, order, decree, approval, directive, guideline, planning requirements, policy, and laws or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or local council whether in effect as of the date of this Agreement or thereafter and in each case as amended and any other requirements applicable to the Parties and their obligations under this Agreement;
“Applicable Laws” means all laws, statutes, regulations, ordinance, rule, judgement, rule of law, order, decree, approval, directive, guideline, planning requirements, policy, and laws or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or local council whether in effect as of the date of this Agreement or thereafter and in each case as amended and any other requirements applicable to the Parties and their obligations under this Agreement;

“Applicable Laws” means all laws, statutes, regulations, ordinance, rule, judgement, rule of law, order, decree, approval, directive, guideline, planning requirements, policy, and laws or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or local council whether in effect as of the date of this Agreement or thereafter and in each case as amended and any other requirements applicable to the Parties and their obligations under this Agreement;

“Branding Works/Costs” The Parties have agreed that they shall at its sole discretion spend on branding of the interior and exterior of the  Nearstay Hosts (the “Branding Works”) to an extent of amounts agreed between the Parties (“Investment Sum”), if required. The Investment Sum, if paid by Nearstay, shall be recovered from the  Nearstay Hosts Owner by Nearstay in equal monthly installment from the Effective Date. The Branding Works shall be carried out in accordance with clause 2.2 of these terms.

“Control” in relation to a body corporate, the power of a person (or persons) having significant control over the company or over the affairs of the body corporate and such affairs are conducted in accordance with the wishes of that person (or persons): (a) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or (b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate; and the terms “controlling” and “controlled” shall be correspondingly construed;

“Change of Control” means when a person who controls any body corporate ceases to do so or if another person acquires Control of it;

“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” have the meaning as set out in the UK Data Protection Legislation in force at the time;

“Condition” means the following conditions, which shall be followed by the  Nearstay Hosts Owner at all times during the currency of the Agreement:
a. evidence legal title to the  Nearstay Hosts at all times;
b. shall keep the  Nearstay Hosts open at all times;
c. shall ensure that all room bookings are logged in the Nearstay booking system
d. shall comply with the obligations contained in Clause 3;
e. completion of the items detailed in Annexure 2 within sixty (60) days of the Soft Launch Date;
f. shall comply with the warranties contained in Clause 9 at all times;
g. shall not assign its rights or obligations under this Agreement without the prior written consent of Nearstay (which shall not unreasonably be withheld or delayed) to any third party including but not limited to any and all immediate family members/subsidiaries/sister concerns and/or any direct/indirect related party etc.
h. must apply the  Nearstay Hosts Investment Sum for the express purpose of the Transformation Works that are to be carried out at the  Nearstay Hosts and/or for the purpose for which it is granted;
i. shall at all times, if applicable, maintain the credit limit and provide guarantee if required in the event of lower credit rating(in Nearstay’s ultimate discretion)
j. shall at all times record the Walk-in Bookings in the Nearstay system;
k. To maintain the price parity between bookings made online through Distribution Channels and the Walk-in Bookings;
l. Shall not cease the business during the Term of the Agreement and/or threaten to cease the business during the Term of the business.
m. Shall not assign, sell or otherwise transfer or threaten to sell, assign or transfer the rights of the  Nearstay Hosts to the third party including but not limited to any and all immediate family members/subsidiaries/sister concerns and/or any direct/indirect related party etc. without taking prior written consent of Nearstay.

“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications;

“Direct Guest Charges” shall mean any amounts charged by Nearstay (at its own discretion) directly to guests for bookings made via Distribution Channels and any direct bookings via the Nearstay website and/or any costs towards guest experience which does not form part of the Gross Room Revenue and if collected by the  Nearstay Hosts Owner, the same shall be paid to Nearstay. The Booking Fee shall be over and above any commercial arrangement between the Parties and shall be directly charged to the guests while booking on Distribution Channels.

“Effective Date” The date of the signing of this Agreement.

“Force Majeure Event” means any event beyond the reasonable control of either Party including, without limitation, strikes, lock-outs, labour disputes, war, riot, civil commotion, accident, breakdown of plant or machinery, fire, flood, pandemic, epidemic and storm;

“Guaranteed Amounts” the amounts to an extent of the commissions and/or Referral Fees to be paid by the  Nearstay Hosts Owner to Nearstay in lieu of introducing and/or sourcing a booking for the  Nearstay Hosts through Client(s). The Guaranteed Amounts shall be over and above the Service Fee and/or any other fees charged under the Agreement.

“Gross Room Revenue” means all revenues, receipts and income (including VAT) derived by the  Nearstay Hosts Owner from the rental, use and occupancy of guest rooms sold through the Nearstay platform and other channels (including but not limited to OTAs), and includes:
i. revenue from any meal plans; and/or
ii. incidental room revenue for charges including,
but not limited to no-shows, early check-in and early check-outs but does not include the following:
i. any ancillary revenue from other hotel facilities, restaurants, outlets or conference facilities (such ancillary revenue shall be the sole income of the  Nearstay Hosts Owner);
ii. any cancelation charges on walk-in bookings (which shall remain the sole income of the  Nearstay Hosts Owner); and
iii. any cancellation charges (which shall remain the sole income of Nearstay) on OTA bookings and direct bookings via the Nearstay website;
iv. Direct Guest Charges.

“Go Live Date” means the date on which Nearstay in accordance with Clause 4.1 confirms that the  Nearstay Hosts can “go live”

“Handover of Distribution Channels” means where the  Nearstay Hosts Owner has ensured that the  Nearstay Hosts and the associated details has been transferred on all Distribution Channels to Nearstay and all sums owed in relation to the distribution channels prior to the signing of the Agreement, have been settled and paid in full by the  Nearstay Hosts Owner;

“Intellectual Property” means trademarks, service marks, rights in trade names, business names, product names, logos or get-up, patents, rights in inventions (whether or not patentable), registered and unregistered design rights, copyrights, database rights, rights in data, rights in domain names and URLs, and all other similar rights in any part of the world (including in Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Investment Sum” shall mean a one-time recoverable amounts paid by Nearstay to the  Nearstay Hosts Owner for Transformation Works and/or any renovation, repairs or any other changes, as mutually agreed between the Parties, to be made at the  Nearstay Hosts prior to starting the operations.

“Know-how” means confidential or proprietary, industrial or commercial information and techniques, in each case, in any form, including drawings, formulae, instruction and training manuals, market forecasts, and lists and particulars of customers and suppliers;

“Meal Plans & Laundry” The  Nearstay Hosts Owner shall provide the Sellable Rooms, exclusive of breakfast. Provided that, a meal plan may be required by Nearstay in relation to a Group Booking sourced for the  Nearstay Hosts.

The Parties agree that Nearstay shall have the right to charge monies on the gross room revenue for providing/arranging laundry services. These charges shall be over and above the Fees charged by Nearstay.
In the event of any ancillary services such as breakfast and/or any other additional requirements under this Agreement or any Group Booking Agreement, as the case may be, the same shall be arranged and charged by Nearstay over and above Fees.

“Nearstay Channel Fee” The  Nearstay Hosts Owner authorizes Nearstay to sell the  Nearstay Hosts through Nearstay channels, which shall include, but not be limited to the Nearstay App, Nearstay website, Nearstay mobile website, Nearstay call centre and any other channel, listings and/or meta search handles which Nearstay may decide to open (“Nearstay Channel”) to improve the  Nearstay Hosts occupancy. In return for this service the  Nearstay Hosts Owner shall in addition to the Service Fee, also pay an Nearstay Channel Fee plus VAT of the Gross Room Revenue on all bookings made through any Nearstay Channel or as modified/increased by Nearstay from time to time.

For the avoidance of doubt, any bookings through the  Nearstay Hosts website which are directed to an Nearstay Channel shall not be subject to an Nearstay Channel Fee.

Provided that, Channel Fee shall be applicable on all revenue generated under the Group Booking Agreement (including that generated from ancillary services, meal plans etc.). In addition the  Nearstay Hosts Owner shall also be charged 2.20% (exclusive of VAT) of gross revenue on all the Group Bookings (“Additional MM Fee”). This amount is towards capital charges, payment gateway costs and other administration costs incurred by Nearstay to facilitate the Group Bookings for the  Nearstay Hosts.

“Nearstay Standards” means the brand standards, transformation standards, health and safety standards, operating practices and standards of service of Nearstay as set out in Annexure 1, as updated from time to time;

“Party” or “Parties” means collectively Nearstay and the  Nearstay Hosts Owner or individually as the context may require;

“Performance Fee” means the additional monthly fee payable by the  Nearstay Hosts Owner to Nearstay being the amount that the total Gross Room Revenue exceeds the threshold for the Performance Fee as set out in the monthly distribution table in the Particulars;

“Performance Fee Monthly distribution” shall, if applicable, will have the meaning ascribed to it in the Agreement.

“Payment Gateway Charges” shall mean the amounts charged by Nearstay in lieu of facilitating payments made by customers/guests via the payment gateways and/or Distribution Channels and/or any other channels including but not limited to Online Travel Agents, Offline agents, corporates, travel management companies, GDS etc. used by Nearstay from time to time and shall be calculated as a percentage of the total amount paid by the customer/guest and shall vary according to the type of payment methods used by the customer/guests. Provided that the source of revenue could be either online/offline and the Payment Gateway Charges shall be applicable on both.

“Permitted Recipients” means the parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement;

“Referral”: shall mean the referral or sourcing or introduction by Nearstay (and/or its team) to the  Nearstay Hosts Owner of a Client requiring and/or showing interest in placing group bookings / bulk bookings / asylum bookings or any other direct bookings at the  Nearstay Hosts.

“Referral Services” shall mean the services provided by Nearstay with respect to the Referrals, including but not limited to introducing  Nearstay Hosts to third party for bookings, coordinating with third parties, assisting in making  Nearstay Hosts in compliance with requirements of bookings/Clients etc. For the sake of clarification, definition of Services shall include Referral Services.

“Reconciliation Date” shall be the date as communicated by Nearstay each month;

“Reconciliation” shall mean the payments made by Nearstay to the  Nearstay Hosts Owner, from time to time, based on the revenue sourced/generated by Nearstay for the  Nearstay Hosts. The Service Fees along with all additional charges as mutually agreed between the Parties (from time to time) shall be reconciled by Nearstay on a monthly basis. The cost of distribution, including but not limited to the OTA Commissions, along with all other associated costs will be charged to the  Nearstay Hosts Owner, as part of the pay-out cycle.

“Service Fees” means the share of the Gross Room Revenue charged by Nearstay for the Services, and as more particularly specified in the Particulars and Clause 5;

“Services” means:
a) proprietary technology products including but not limited to a hotel management system (which must be adopted by the  Nearstay Hosts Owner);
b) revenue management services under which Nearstay will assume full responsibility for all hotel demand channels, managing inventory (100% inventory control by Nearstay), pricing control and restrictions;
c) customer management services; and
d) other services as may be provided in accordance with the Nearstay Standards, as may be amended from time to time;

“Shared Personal Data” means the personal data to be shared between the parties for the purposes of this Agreement, as set out at Clause 7;

“Soft Launch Date” means the date on which the Handover of Distribution Channel has occurred and on which Nearstay will provide its proprietary hotel management system to the  Nearstay Hosts Owner.

“Terms and Conditions” or “Online T&C” means the Nearstay terms and conditions more particularly provided herein and to be read with the Agreement. ;

“Soft Launch Date” The date on which Nearstay will provide its proprietary hotel management system to the  Nearstay Hosts Owner.

“Technology” From the Soft Launch Date Nearstay will provide its proprietary hotel management system to the  Nearstay Hosts Owner and the  Nearstay Hosts Owner will ensure that the hotel management system is fully adopted by the  Nearstay Hosts.

“Transformation Works” means the works of refurbishment and redecoration to be undertaken by the  Nearstay Hosts Owner that may be required to ensure that the  Nearstay Hosts meets the Nearstay Standards as set out at Annexure 1 and any health and safety works required for compliance with the Applicable Laws;

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and

“VAT” means Value Added Tax and any similar tax substituted for it or levied in addition to it and any subsequent amendments thereto from time to time.

“Walk-In Bookings” means bookings where the guest approaches the  Nearstay Hosts Owner directly (excluding bookings through the  Nearstay Hosts website).

“Walk-in”
Any booking created at the Property using the Nearstay App is considered a walk-in booking. This may include direct walk-ins, repeat consumers via call, FITs, touts (in transit locations such as ISBT/Railway Stations), and bookings generated through hotel sales activities (e.g., local banquet halls, convention centers, and local travel agents).

2. Nearstay OBLIGATIONS

2.1 Nearstay shall render the Services with reasonable care and skill in

accordance with this Agreement.
2.2Nearstay shall permit the  Nearstay Hosts Owner to use its Intellectual Property and Know-how in connection with and to the extent required for the operation of the  Nearstay Hosts in accordance with its instructions and requirements.
2.3 Nearstay shall ensure that the  Nearstay Hosts Owner is informed of any material problem, which may affect the provision of the Services as soon as Nearstay becomes aware of any such problem. If any such material problem shall occur, Nearstay shall use all reasonable endeavours

to minimise any material disruption to the provision of the Services.

3. TRANSFORMATION WORKS

3.1 Within sixty (60) days of the Soft Launch Date the  Nearstay Hosts Owner shall (at its own cost) procure that all remedial works (as mutually discussed with Nearstay) are undertaken to ensure that the Transformation Works, as more particularly provided in Annexure-1, are completed to Nearstay’s satisfaction.

3.2 BRANDING WORKS

3.2.1 In the event the Parties mutually agree and decide that the Branding Works, as more particularly provided in Annexure-1, are required at the  Nearstay Hosts, the  Nearstay Hosts Owner will ensure that rooms and such parts of the  Nearstay Hosts are made available so that the Branding Works can be completed as quickly as possible by Nearstay.

3.2.2 Nearstay will have complete discretion in relation to the internal Branding Works, but will consider any reasonable suggestions made by the  Nearstay Hosts Owner

3.2.3 In relation to external Branding Works, the  Nearstay Hosts Owner will have five (5) working days from receipt of designs from Nearstay to approve such designs (such approval not to be unreasonably withheld or delayed). In the event that no response is obtained within such period, the external Branding Works designs will be deemed accepted by the  Nearstay Hosts Owner.

3.2.4 Nearstay may amend the Branding Works at its discretion.

3.3 CONDITIONS PRECEDENT TO EFFECTIVE DATE OR THE GO LIVE DATE (AS INDICATED)

3.3.1 In order for the  Nearstay Hosts to be listed on the Distribution Channels, on or before the Effective Date, the  Nearstay Hosts Owner:
a. and Nearstay shall execute Online Travel Agent Form, as set out in the Agreement.
b. shall confirm that there are no outstanding OTA fees in relation to the  Nearstay Hosts. Any delay in payment of the OTA fees by the  Nearstay Hosts Owner will result in the  Nearstay Hosts not being listed on the Distribution Channels, until the OTA fees are settled in full.
c. shall confirm that the OTA credentials of the  Nearstay Hosts shall be managed by Nearstay. In the event the  Nearstay Hosts is not able to go live on OTAs with Nearstay listing due to any previous payment pending with the  Nearstay Hosts partner, the  Nearstay Hosts Owner shall clear all such payments, failing which Nearstay may make the respective payment on behalf of the Owner and the same would be adjusted in the reconciliation of the successive month. Provided that, in the event  Nearstay Hosts Owner requests Nearstay to not make the payment and himself/herself doesn’t make or delays paying the required amount which in turn impacts the date of  Nearstay Hosts going live on those OTAs, in such an event,  Nearstay Hosts Owner shall be deemed to have breached a material term of this Agreement and shall be liable to pay Liquidated Damages in accordance with this Agreement.
d. agrees and undertakes to issue the OTA Form to Nearstay in accordance with this Agreement and hand over all existing OTA credentials on the Effective Date to Nearstay. Any change in username/ID/Password made by the  Nearstay Hosts Owner at a later stage will have to be informed to Nearstay in writing prior to such changes taking effect.
e. agrees and undertakes not to list the  Nearstay Hosts on any new OTA on its own, after the Effective Date, without the prior written consent of Nearstay. The  Nearstay Hosts Owner further agrees that Nearstay shall have the right to facilitate the listing of the  Nearstay Hosts on such OTAs as are selected by Nearstay from time to time and that the  Nearstay Hosts Owner shall not object to such listings for any reason whatsoever.
f.through the OTA Form, acknowledges and confirms that the  Nearstay Hosts Owner has no objection in permitting Nearstay to initiate new listing under Nearstay’s name and discontinuing the old listing upon the successful launch of the new listing with the flow of rates and inventory.

3.3.2 In the event of Transformation Work and Branding Works, as provided in Annexure 1, are being undertaken by the  Nearstay Hosts Owner, Nearstay, shall on its completion, will inspect the  Nearstay Hosts and confirm whether it is satisfied with the  Nearstay Hosts and the Go Live Date will occur.

3.3.3 Notwithstanding any of the above, if the  Nearstay Hosts Owner fails to comply with Clause 3, Nearstay at its absolute discretion may elect to undertake the necessary works in order to achieve the Go Live Date and such costs will be taken out of the any payments due from Nearstay to the  Nearstay Hosts Owner or charged to the  Nearstay Hosts Owner as a separate fee on terms to be specified by Nearstay. Failure to complete the requisite Branding Work (if applicable) and Transformation Works shall in addition constitute grounds for termination with cause.

3.3.4 Before the Go Live Date, the  Nearstay Hosts Owner shall:
a. procure and provide to Nearstay satisfactory evidence (in Nearstay’s ultimate discretion) of a United Kingdom bank account in the  Nearstay Hosts Owner’s name; and
b. Upon request, procure and provide to Nearstay, satisfactory evidence (in Nearstay’s ultimate discretion) of legal title to the  Nearstay Hosts for the duration of the Term of this Agreement.

3.3.5 For the avoidance of doubt Nearstay shall not be obliged to pay any other monies under this Agreement until the requirements in Clause 3 have been satisfied.

4. HOTEL OWNER OBLIGATIONS/COVENANTS

4.1 The  Nearstay Hosts Owner confirms all the details it has supplied under this Agreement are true and correct.

4.2 The  Nearstay Hosts Owner will at all times comply with the terms of this Agreement, the Terms and Conditions, the Nearstay Standards, all Applicable Laws, statutes, regulations and codes from time to time in force and shall ensure that all relevant health and safety inspections and reports are kept up to date including but not limited to the documents mentioned in Part B of Annexure 1. Provided further that, the  Nearstay Hosts Owner shall ensure that the  Nearstay Hosts shall, at all times have applicable planning/local council’s permission to use the hotel for the intended purpose and that the correct Use Class certificate is also in place for the  Nearstay Hosts.  Nearstay Hosts Owner shall at all times be responsible and liable for any liability arising from the incorrect Use Class certificate or lack of permission.

4.3 The  Nearstay Hosts Owner will at all times comply with the National Minimum Wage Act 1998, the Bribery Act 2010 and the Modern Slavery Act 2015 (as amended or superseded or supplemented from time to time).

4.4 The  Nearstay Hosts Owner agrees to use its skill and care as an experienced hotel owner and operator to manage and operate the business of the  Nearstay Hosts during the Term so as to maximise the Gross Room Revenue that is received at the  Nearstay Hosts and accepts that Nearstay can block the sale of any room which falls below the requirement of this Agreement.

4.5 The  Nearstay Hosts Owner shall pay to Nearstay the Service Fees as set out in Clause 5.1 and the Particulars along with any applicable Performance Fee, Channel Fee, other fees and charges in relation to Self-Check in, guest messaging platforms and other value added services provided by Nearstay from time to time (where applicable).For the avoidance of doubt, the base Gross Revenue and Performance Fee Monthly Distribution (if applicable) shall be adjusted based on the number of available rooms at the  Nearstay Hosts and shall not include rooms which are unavailable due to a Force Majeure Event, renovation or decoration, issues in relation in health & safety or compliance or any other reason by which a room is not available for guest use (including any rooms blocked by Nearstay in accordance with Clause 3.4).

4.6 The  Nearstay Hosts Owner will provide a single point of contact for Nearstay who is responsible for the day-to-day running of the  Nearstay Hosts and the provision of onsite customer support.

4.7 The  Nearstay Hosts Owner shall grant Nearstay and its representatives and employees:

4.7.1 access to the  Nearstay Hosts (including access to all room categories for photoshoots prior to the Soft Launch Date and post the Go Live Date) at any time to ensure compliance with this Agreement via an audit or general inspection;
4.7.2 all of the information for the  Nearstay Hosts’s business on an open book basis (including accounting and trading information in relation to  Nearstay Hosts and health and safety information); and
4.7.3 provide access to their rates on a real time basis.

4.8 The  Nearstay Hosts Owner shall grant Nearstay the exclusive right to market its  Nearstay Hosts and list it on the Nearstay website and platform and shall honour any bookings made through Nearstay. The  Nearstay Hosts Owner shall ensure that all other bookings (whether online or made in person or walk-in bookings) are recorded immediately on the Nearstay systems and otherwise accounted for at the next Reconciliation Date.

4.9 The  Nearstay Hosts Owner shall ensure that the  Nearstay Hosts is transferred on all Distribution Channels and grants Nearstay permission to set up a new OTA handle for the  Nearstay Hosts on any Distribution Channels on which the  Nearstay Hosts is not already listed. Upon termination or expiration of this Agreement and subject to Clause 12 any new OTA handle which Nearstay arranges shall be deleted.
The  Nearstay Hosts Owner shall ensure that Global Distribution System (“GDS”) switch letters are provided to Nearstay in Nearstay’s standard form as soon as reasonably practicable following Nearstay sending the precedent letters to the  Nearstay Hosts Owner, and the  Nearstay Hosts Owner shall use all reasonable endeavours to assist Nearstay with the GDS switching process as Nearstay may require.

4.10 The  Nearstay Hosts Owner will update Nearstay as often as is reasonably practicable as to the availability of rooms in the  Nearstay Hosts.

4.11 In the event that the  Nearstay Hosts is unable to honour any booking the  Nearstay Hosts Owner shall be responsible for finding comparable alternative accommodation at the same price (save where the reason for the issue is connected with a fault of the Nearstay platform). Nearstay shall be entitled to recover from the  Nearstay Hosts Owner any costs incurred by Nearstay in relation to the alternative accommodation in any subsequent reconciliation.

4.12 The  Nearstay Hosts Owner shall affect and maintain throughout the Term with reputable insurers’ appropriate insurance, including but not limited insurances for the full restoration value of the  Nearstay Hosts, together with public and third party liability insurance, business interruption insurance, professional indemnity insurance and employer’s liability insurance. The  Nearstay Hosts Owner shall provide to Nearstay, as soon as reasonably practicable upon request, evidence of the amount of such insurance cover.

4.13 In the event the  Nearstay Hosts Owner takes any steps to divert any revenue or sums due under this Agreement (including but not limited to revenue suppression, diversion of bookings by encouraging guests to cancel or otherwise, soliciting bookings from an agency/person/client introduced by Nearstay and/or manipulating guest bookings), Nearstay shall (in its ultimate discretion) have the right to immediately:
4.13.1 enter an estimated booking value in the system as gross revenue and adjust the same value in the succeeding Reconciliation;
4.13.2 modify or suspend the revenue payable to the  Nearstay Hosts Owner basis Reconciliation and/or increase Service Fee or Lock-In Period; or
4.13.3terminate this Agreement without any cost or liability.

4.14The following non-exhaustive list of events shall lead to a presumption of revenue suppression and guest diversion, unless an explanation is provided by the  Nearstay Hosts Owner to Nearstay’s satisfaction:
4.14.1 an unjustified and substantial drop in the revenue percentage from Walk-In Bookings as compared to the past revenue trend of the  Nearstay Hosts;
4.14.2 unusual and suspicious cancellation of online guest booking immediately prior to the check-in time;
4.14.3 any booking made through the Nearstay Platform or any other OTA which is without any justifiable reason converted into Walk-In Booking;
4.14.4 any finding by Nearstay leading it to believe that the  Nearstay Hosts Owner has committed fraud or a breach in relation to its obligation under this Agreement.
4.14.5 any direct or indirect actions that result in the solicitation of clients/agency introduced by Nearstay.

4.15 The  Nearstay Hosts Owner shall ensure that the migration data provided by him to Nearstay is complete and accurate in all aspects. No modifications will be entertained to the bookings after the migration to the Nearstay operating system is complete. The  Nearstay Hosts Owner should cross check the booking data before sharing the same for being uploaded to the Nearstay operating system. Any liabilities or costs arising from the incorrect migration data will be borne by the  Nearstay Hosts Owner.

4.16 The  Nearstay Hosts Owner shall ensure that the  Nearstay Hosts Owner provides the same or better service from the date of the signing of the Agreement until the expiry of the Term of the Agreement.

4.17 The  Nearstay Hosts Owner will upon reasonable request from Nearstay provide a suitable guarantee (in Nearstay’s absolute discretion) in the event its credit rating is not deemed to be sufficient to accord with its obligations under this Agreement.

4.18 The  Nearstay Hosts Owner shall ensure that it (and any staff employed) act in professional manner at all times and that it does not discriminate any guests or bookers on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation (or any other protected characteristics under the Equality Act 2010 or any other relevant law (as may be amended from time to time)).

4.19 The  Nearstay Hosts Owner shall ensure that a reception is in place at the  Nearstay Hosts at all times to enable a smooth and hassle-free guest experience. Further, the  Nearstay Hosts Owner is to ensure there is no restriction on check-in and check-out timings at the  Nearstay Hosts in accordance with Nearstay’s policy.

4.20 The  Nearstay Hosts Owner shall participate in and honour the terms of each of Nearstay’s promotional, advertising, loyalty, satisfaction and/or other guest programs (including any room discounts, rewards programs, voucher programs, pet-friendly policies, billing programs, corporate memberships, frequent traveller programs, photographic or virtual tour programs or gift card programs, (as may be amended or superseded from time to time)) that are applicable to the  Nearstay Hosts (the “Guest Programs”). The  Nearstay Hosts Owner must comply with all standards and requirements of any Guest Program at its own cost and expense.

The  Nearstay Hosts Owner shall be solely responsible for payment of any chargebacks.

The  Nearstay Hosts Owner acknowledges and undertakes that Nearstay is entitled to charge Direct Guest Charges, which will not form part of the Revenue, and if collected by the  Nearstay Hosts Owner from the guests the same shall be paid to Nearstay.

The  Nearstay Hosts Owner irrevocably and unconditionally agrees and undertakes that in the event of any Guest Programs or any other activities ran by Nearstay for maximising the revenue for the  Nearstay Hosts, Nearstay shall have the right to charge any such monies, at actuals, as required in relation to such activities (“Promotional Charges”) and the  Nearstay Hosts Owner irrevocably and unconditionally agrees that such Promotional Charges are reasonable and represent a genuine pre-estimate of the charges likely to be incurred by Nearstay. Provided that, such Promotional Charges will be reflected in the succeeding Reconciliation statements. Provided further that, any excess Promotional Charges will be refunded to the  Nearstay Hosts Owner and/or any shortfall will be charged/set off, as the case maybe, in the subsequent Reconciliations.

4.25 The  Nearstay Hosts Owner shall at all times be responsible for the compliance of Health and Safety documents and/or any compliance of Applicable Law and/or requirement of compliance by the local council where the  Nearstay Hosts is situated. Any damages, costs, penalty, expenses, monies arising from or in relation to such non-compliance shall be borne solely by the  Nearstay Hosts Owner.

4.26 Save and except, in the event the  Nearstay Hosts and/or rooms are:
i. Under renovation and such renovation will be completed within 15(fifteen) days and is supported by the video and photographic evidence; and/or
ii. not available due to non-compliance of Applicable Laws and/or Health & Safety issues; and/or
iii. closed by the instruction of any statutory or regulatory authority or local council;
any blocking of Rooms and/or denial of check-ins for more than 7(seven) days shall be considered as a breach of this Agreement. Provided further, that the  Nearstay Hosts Owner shall be liable to pay such damages to the tune of 5 times of revenue loss and such other costs, expenses that Nearstay may have to suffer for such blocking of rooms including any reputational damage.

4.27 The  Nearstay Hosts Owner agrees and understands that any blocking of Rooms and/or cancellation of bookings (save and except for the reasons provided in 3.28 (i) to (iii)) and/or denial of check-in of the Guests upon arriving which leads to the reputational/brand damage of Nearstay shall make the  Nearstay Hosts Owner liable to pay damages to the tune of 5 times of revenue loss suffered by Nearstay due to such blocking of Rooms/cancellation of bookings. The  Nearstay Hosts Owner hereby acknowledges and undertakes that the liquidated damages set forth herein above are in addition to any other rights and/or remedies available to Nearstay under the Agreement, law and/or equity and are intended to be a genuine and reasonable estimate of the damages suffered by Nearstay and accordingly the same shall not be considered a penalty.

4.28 The  Nearstay Hosts Owner must develop and implement a Health and Safety policy as required by the Health and Safety at Work Act, 1974 and any other applicable policies under law (“H&S Policy”). The H&S Policy must define how the  Nearstay Hosts Owner manages the health and safety hazards and risks associated with the  Nearstay Hosts, guests, activities conducted at the  Nearstay Hosts, and any impact it may have on Nearstay or its brand. The  Nearstay Hosts Owner, shall at all times, be solely responsible for the implementation of H&S Policy and shall ensure to keep updating the same as per the applicable laws

4.29 Nearstay reserves the right to audit and request copies of the applicable policies at any time. All communication regarding H&S Policy and/or any other policy as may be mandated by law to be attached as Annexure with Commercial Sheet. In the event, the  Nearstay Hosts Owner fails to implement or provide Nearstay with the Health and Safety Policy and/or any other policy as may be mandated by law. Provided that, in the event of any failure/breach to implement the policy is in relation to the Health and Safety of Guests or of  Nearstay Hosts Staff or  Nearstay Hosts, the same shall be complied/cured immediately. In the event of failure/breach of policies other than H&S Policy, the same shall be cured within 7 (seven) days unless mandated by law. Nearstay reserves the right to charge a penalty equivalent to the Service Charge on the average gross revenue and/or the amounts equivalent to the penalty charged by government and/or any local authority/agency etc. due to such failure/breach of the  Nearstay Hosts Owner.

The  Nearstay Hosts Owner shall be obliged to inform Nearstay at least ten (10) days in advance in the event the number of rooms detailed by the  Nearstay Hosts Owner for his own use and/or the number of non-sellable/non-serviceable rooms at the  Nearstay Hosts (“Non Operational Rooms”), exceeds 5 room number. The  Nearstay Hosts Owner shall neither 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).

4.31 Notwithstanding the foregoing, the  Nearstay Hosts Owner, shall at all times, ensure the availability of at least 90% of the Rooms are available and operational for booking under the terms of this Agreement. In the event (i) the availability of sellable rooms falls below 90%; or (ii) the Blockage or closure of rooms without any justifiable reason; or (iii) there is enough evidence that suggest that there is revenue suppression/guest diversion as a result of the Non-Operational Rooms:
a. Irrespective of the Lock-in Period stated and agreed in this Agreement, the Lock-In Period of this Agreement shall automatically extend by six (6) months i.e. existing Lock-In Period plus additional six (6) months to be added in the Lock-In Period;
b. In the event  Nearstay Hosts Owner fails to stabilize the availability of rooms to 90% in the six (6) months period or fails to release all the rooms or fails to cure the breach of revenue suppression and the availability of Rooms falls further below 90% , the Lock-in shall be extended by another six (6 ) months.
Provided that, in the event, availability of rooms is less than 90% during the peak months i.e. between June to September, the Lock-In shall extend by one (1) year. In the alternative, Nearstay shall have the absolute right to claim Liquidated Damages for the loss of profits on account of the Non-Operational Rooms calculated in terms of Clause 7 below. Provided further that, all the decisions mentioned hereinabove shall be at Nearstay’s sole discretion.

4A. ORGANISATION OF THE PARTIES

a. Without prejudice to specific requirements under the Agreement, Nearstay shall organise and operate its business in an autonomous manner and render the Services hereunder as an independent contractor and the  Nearstay Hosts Owner shall not hold itself out to be an agent, employee or partner of Nearstay.
b. Subject to the provisions of the Agreement, the  Nearstay Hosts Owner shall, notwithstanding any branding of the  Nearstay Hosts under the name “Nearstay”, continue to be responsible for all actions relating to the ownership and operation of the  Nearstay Hosts and shall be responsible for all operating costs, including the remuneration, benefits, tax and social security costs of the  Nearstay Hosts Owner’s personnel, employees and staff, all consumables, utilities, taxes and costs of repair and maintenance of the  Nearstay Hosts, without any claim for reimbursement on Nearstay.
c. Notwithstanding any other provision of the Agreement the  Nearstay Hosts Owner’s personnel and staff (including its directors, officers, employees, contractors and agents) and any other person employed or engaged at or in relation to the  Nearstay Hosts shall never and under no circumstances be or become employees of Nearstay, its agents or suppliers, whether during the term of the Agreement or on its expiration or termination. The  Nearstay Hosts Owner represents and undertakes that it has organised and shall organise its operations in such a manner so as to avoid any such person being or becoming so employed.
d. The  Nearstay Hosts Owner shall at all times be responsible for any claim, costs or damages arising in relation to any personnel and staff (including its directors, officers, employees, contractors and agents) of the  Nearstay Hosts Owner. Nearstay shall at no time be liable for any such claim, costs or damages.
e. Nothing herein contained shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between the  Nearstay Hosts Owner and Nearstay. Notwithstanding any of the provisions of this Agreement, the  Nearstay Hosts Owner shall not, at any time enter into, incur, or hold itself out to third parties as having authority to enter into or incur, on behalf of Nearstay, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities undertaken or incurred by the  Nearstay Hosts Owner in connection with or relating to such shall be undertaken, incurred or paid exclusively by the  Nearstay Hosts Owner, and not as an agent or representative of Nearstay.
f. It is agreed and understood that, as between Nearstay and the  Nearstay Hosts Owner, the legal relationship is strictly on a principal to principal basis. Nothing is deemed to constitute or imply any other legal relationship such as principal-agent, master-servant or otherwise. It is expressly agreed that there shall be no principal-agent, master-servant or any other relationship between Nearstay and the  Nearstay Hosts Owner under this Agreement and no representation to any such effect would be made by the  Nearstay Hosts Owner to anyone. The  Nearstay Hosts Owner shall indemnify Nearstay against any claims, expenses, liabilities and losses and for any third party claims regarding and / or arising under or in connection with the relationship and / or misrepresentation thereby by the  Nearstay Hosts Owner.
g. The  Nearstay Hosts Owner irrevocably and unconditionally agrees and undertakes that Nearstay is a mere service provider and is not responsible or involved in the day to day operations of the  Nearstay Hosts.

5. INTELLECTUAL PROPERTY

5.1 LICENCE TO INTELLECTUAL PROPERTY

5.1.1 Each Party shall make available to the other Party and hereby grants the other Party a royalty-free and non-exclusive licence to use any of its Intellectual Property in existence at the date of the Agreement, or that are created or acquired by it during the Term (which, in the case of Nearstay, shall include the Nearstay Marks), to the extent necessary and for the sole purpose of: (i) Nearstay providing the Services; or (ii) the  Nearstay Hosts Owner (or its nominee or assignee) benefitting from the Services.
5.1.2 The licences granted in this Clause 5.1.1 shall include the right to grant sub-licences and shall be freely assignable by the other Party subject to prior written consent by the other Party in accordance with the Notice provisions at Clause 13.
5.1.3 The  Nearstay Hosts Owner authorises Nearstay to take and use photographs of the  Nearstay Hosts. Such photographs shall remain Nearstay’s property at all times.
5.1.4 Nearstay shall notify the  Nearstay Hosts Owner of the intended time and date of the photoshoot, and the  Nearstay Hosts Owner shall ensure that the  Nearstay Hosts is ready for a photoshoot. Nearstay may elect to carry out additional photoshoots (in its absolute discretion). In the event that Nearstay elects to carry out additional photoshoots as a result of the  Nearstay Hosts Owner not preparing the  Nearstay Hosts to acceptable standard (in Nearstay’s absolute discretion), Nearstay may deduct the cost of the photoshoot in full from the  Nearstay Hosts Owner’s monthly reconciliation.
5.1.5 Nearstay shall grant the  Nearstay Hosts Owner a royalty-free and non-exclusive licence to use the photographs for the duration of the Term for the sole purpose of benefitting from the Services. For the avoidance of doubt, the  Nearstay Hosts Owner shall have no right or entitlement to use the photographs after the expiration or termination of the Agreement.

6. CONFIDENTIALITY

6.1 Except as referred to in Clause 6.2, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing the Agreement which relates to the subject matter of the Agreement, to the other Party to the Agreement or to the negotiations relating to the Agreement.
6.2 Any Party may disclose information which would otherwise be confidential if and to the extent:
6.2.1 it is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated and it has, so far as reasonably practicable, consulted with the other Party and given it an opportunity to oppose the disclosure or otherwise agree the timing of such disclosure;
6.2.2 it considers it necessary to disclose the information to its professional advisors, auditors and bankers provided that it does so on terms that such professional advisers, auditors and bankers undertake to comply with the provisions of Clause 6.1 in respect of such information as if it were a party to such agreement;
6.2.3 the information has come into the public domain through no fault of that Party; or
6.2.4 each Party to whom it relates has given its consent in writing.
6.3 In the event of breach or threatened breach of the provisions of this Clause 6 (Confidential Information) by the  Nearstay Hosts Owner, such event of breach or threatened breach shall be considered as a breach of this Agreement and the  Nearstay Hosts Owner shall be liable to pay such amounts in damages as suffered by Nearstay for such breach or threatened breach of Confidential Information.
6.4 The rights and obligations under this Clause 6 shall continue in force in all respects after the termination of the Agreement.

7. DATA PROTECTION

7.1 This Clause 7 sets out the framework for the sharing of personal data between the parties as controllers.
7.2  Nearstay Hosts Owner agrees that it shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by  Nearstay Hosts Owner shall, if not remedied within thirty (30) days of written notice from Nearstay, give grounds to the other party to terminate this Agreement with immediate effect.
7.3  Nearstay Hosts Owner shall:
7.3.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
7.3.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
7.3.3 process the Shared Personal Data only for the Agreed Purposes;
7.3.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
7.3.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
7.3.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
7.3.7 not transfer any personal data it receives in accordance with this Agreement outside the EEA without the prior written consent of Nearstay.
7.3.8 consult with Nearstay about any notices given to data subjects in relation to the Shared Personal Data;
7.3.9 promptly inform Nearstay about the receipt of any data subject access request;
7.3.10 provide Nearstay with reasonable assistance in complying with any data subject access request;
7.3.11 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting Nearstay wherever possible;
7.3.12 assist Nearstay in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
7.3.13 notify Nearstay without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
7.3.14 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
7.3.15 maintain complete and accurate records and information to demonstrate its compliance with this Clause 7.3 and allow for audits by Nearstay or Nearstay’s designated auditor; and
7.3.16 provide Nearstay with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the UK Data Protection Legislation.
7.4 Nearstay’s privacy policy can be referred on the website

8. FEES, RECONCILLIATION AND COSTS

FEES
8.1.1 In consideration of the delivery of the Services, Nearstay shall be entitled to the Service Fees and other fees on the Gross Room Revenue as specified in the Particulars of this Agreement, and corresponding Nearstay Terms and Conditions.
8.1.2 Nearstay shall carry out a reconciliation of the Gross Room Revenue collected by Nearstay on its platform or by the  Nearstay Hosts Owner directly to calculate the Service Fees and other fees payable to Nearstay by the  Nearstay Hosts Owner. The reconciliation shall take place periodically (each a “Reconciliation Date”).
8.1.3 The reconciliation reports shall be shared with the  Nearstay Hosts Owner on a monthly basis. If the  Nearstay Hosts Owner objects to the calculations made by Nearstay on a Reconciliation Date it must notify Nearstay of its objections within fourteen (14) days of receiving the reconciliation report failing which the objections shall not be addressed and the reconciliation will be considered as fully accepted by the  Nearstay Hosts Owner (with time being of the essence). Notwithstanding the foregoing, in the event any error is discovered in calculation of the Gross Room Revenue by Nearstay, the  Nearstay Hosts Owner shall refund all such amounts payable to Nearstay immediately upon such discovery thereof without additional cost to or further demand by Nearstay, failing which Nearstay shall be entitled to charge interest at the rate of 4% (four percent) above the base rate for the Bank of England at the relevant time on all outstanding amounts from the date the payment obligation gets triggered under this Agreement till the date of actual payment.
8.1.4 Nearstay shall have the right, after giving 24 (twenty four) hours’ notice, to audit the financial records in relation to room revenue of the  Nearstay Hosts. In the event any discrepancies are identified during the audit of the financial records, the  Nearstay Hosts Owner shall be liable to repay to Nearstay any further sums due by way of the Service Fees together with interest at the rate of 4% (four percent) above the base rate for the Bank of England at the relevant time on all outstanding amounts from the date the payment obligation gets triggered under this Agreement till the date of actual payment. Further, if any material discrepancies are found in the reconciliation of Walk-In Bookings, the  Nearstay Hosts Owner shall immediately be liable to pay to Nearstay, the applicable Service Fee on such understated amount. Further, in such an event, Nearstay shall have the right to terminate the Agreement without any costs and/or liabilities and the consequences of termination as set out in the Nearstay Terms and Conditions shall be applicable. Upon discovery of such a material breach, Nearstay may in its sole discretion choose to adopt the average Walk-In Booking occupancy rate for the  Nearstay Hosts or the cluster that the  Nearstay Hosts is part of (in Nearstay’s sole discretion).
8.1.5 In the event there is a delay beyond 30 (thirty) days in making any payments to Nearstay by the  Nearstay Hosts Owner, Nearstay shall provide a cure period of 15(fifteen) days to rectify such breach. In the event such payment are not made in accordance with the timelines provided hereinabove, Nearstay shall have the right to terminate the Agreement and the consequences of termination as set out in Clause 12 of the Nearstay Terms and Conditions shall be applicable.
8.1.6 Except where the Agreement provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of the Agreement and of each document referred to in it.

9. REPRESENTATIONS & WARRANTIES

9.1 The  Nearstay Hosts Owner irrevocably and unconditionally represents, warrants and undertakes to Nearstay that:
9.1.1 the information given to Nearstay prior to the date of the Agreement in relation to the Gross Room Revenues and other trading history of the  Nearstay Hosts is true and accurate in all material respects;
9.1.2 for the duration of the Term of the Agreement it has freehold or leasehold title to the  Nearstay Hosts and is in compliance with all requirements to operate the  Nearstay Hosts, including but not limited to the following: consents, permits, licences and planning permission;
9.1.3 the  Nearstay Hosts is suitable to be operated as an Nearstay hotel in accordance with the terms of this Agreement;
9.1.4 it is operating its business in compliance with Applicable Law including but not limited to any requirement to be complied by the local councils of the area where  Nearstay Hosts is situated; and
9.1.5 it has authority to provide the warranty in Clause 28 below.
9.1.6 as on the date of the signing of this Agreement, there are no outstanding dues in relation to any taxes, monies, penalty, and fees, charges levied by the Governmental Authority or by any other statutory or regulatory authorities or any local councils.
9.1.7 it shall comply with the terms of Guarantee Covenants and that it issues this irrevocable and unconditional personal guarantee of Director of the  Nearstay Hosts to an extent of Guaranteed Amounts i.e. payment of commissions, referral fees and/or any other charges in relation to the agreement and/or group booking agreement in favour of Nearstay.
9.1.8 it shall not cease the business during the Term of this Agreement or the term of the Group Booking Agreement, whichever is later.
9.1.9 it shall not threaten to cease the business during the Term of this Agreement or the term of the Group Booking Agreement, whichever is later.
9.1.10 it shall not assign, sell or otherwise transfer or threaten to sell, assign or transfer the rights to operate the  Nearstay Hosts to the third party without taking prior written consent of Nearstay (which shall not unreasonably be withheld or delayed).
9.1.11 It shall pay to Nearstay all amounts agreed under this Agreement, including but not limited to Service Fees, Nearstay Channel Fee, Additional MM Fee (as applicable) etc.
9.1.12 that the  Nearstay Hosts Owner has authority to sign this Agreement.
9.2 Each Party warrants to the other that:
9.2.1 it has power and authority to carry on its business, enter into the Agreement and comply with the obligations therein; and
9.2.2 neither the execution or compliance with the Agreement conflicts or causes a breach of terms of any agreement or Applicable Law.

10. INDEMNITY

10.1 The  Nearstay Hosts Owner (“Indemnifying Party”) agrees that it shall indemnify, keep indemnified, defend and hold harmless the other party and its affiliates and their respective officers, directors, agents, employees (“Indemnified Party”) harmless against any and all liabilities, fines, penalties, actions, obligations, losses, judgments, payments made in settlement, suits, proceedings, demands, damages, claims, costs and expenses, of any nature whatsoever, (including from third parties claims and including reasonable attorney’s fees) resulting from or arising out of
(a) any breach of the representations and warranties of the Indemnifying Party;
(b) failure by the Indemnifying Party to perform any of its obligations under this Agreement, in accordance with the provisions of this Agreement (including payment of Liquidated Damages, if any);
(c) wrongful termination of, or abandonment of work under this Agreement;
(d) infringement of any third party Intellectual Property Rights;
(e) any claim from any statutory/regulatory/government authority or agency or any employee, consultant, representative of a Party;
(f) any act, commission or omission, negligence, misrepresentation, fraud, forgery, dishonesty, misconduct or violation of any of the terms and conditions of this Agreement by the Indemnifying Party or its personnel;
(g) any breach of confidentiality under Channel Partners Terms and Condition; and
(h) any damages for bodily injury (including death), damage to movable or immovable property of Nearstay or to any guest caused by the action or inaction of the  Nearstay Hosts Owner.
10.2 All debts, obligations and other liabilities incurred by the Indemnifying Party in the performance of its duties and in managing the  Nearstay Hosts will be the sole responsibility of the Indemnifying Party. Indemnified Party will not (except as may be expressly otherwise agreed in the Agreement) be liable for the payment of any such debts, obligations and other liabilities.
10.3 The Indemnifying Party shall co-operate with Indemnified Party in defending any claim/s against Indemnified Party by any local, state or central authority with respect to any levies, taxes, duties, fines, and/or penalties etc. due and payable by the Indemnifying Party, and shall indemnify the Indemnified Party, fully and without limit, against the same.
10.4 The Indemnifying Party recognizes that the indemnities provided under this Agreement shall be in addition to and not in lieu of any other remedy available to Indemnified Party under this Agreement or by law.

11. VAT

11.1 Save as where otherwise indicated in this Agreement, all sums set out in the Agreement or otherwise payable to Nearstay pursuant to the Agreement shall be deemed to be exclusive of any VAT which is or becomes chargeable on the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes.
11.2 Where, pursuant to the terms of the Agreement, Nearstay makes a supply to the  Nearstay Hosts Owner (or any other person) (the “Recipient”) for VAT purposes and VAT is or becomes chargeable on such supply for which the  Nearstay Hosts Owner is required to account to the relevant tax authority, the  Nearstay Hosts Owner shall (or, as applicable, shall procure that the relevant other person shall) pay to Nearstay (in addition to and at the same time as any other consideration for such supply) a sum equal to the amount of such VAT and, if required by Applicable Laws, Nearstay shall provide the Recipient with a valid VAT invoice in respect of such supply within all applicable time limits.

12. TERMINATION AND EFFECTS OF TERMINATION

12.1 Subject to this Clause 12, this Agreement shall enter into force on the date of signing of the Agreement by the parties and continue until the expiry of the Term.
12.2 Upon expiry of the Term, this Agreement shall continue on the same terms for a further period as provided under the Auto-Renewal clause in the Agreement.

12.3 MUTUAL BREAK RIGHT

12.3.1 Subject to expiry of the Lock-In Period, the Parties have a right to terminate the Agreement after giving a 30(thirty) day prior written notice of terminate in accordance with the Break Right. Provided that, the notice to terminate can only be issued in the final 30 (thirty) days of Initial Term or the Renewal Term, as the case maybe. Post expiry of the time period to issue the notice to terminate, either Party shall have the right to exercise the Break Right after every 12(twelve) months.
Provided that any notice served by the  Nearstay Hosts Owner in accordance with this Clause 12.3 shall not take any effect and the Agreement shall not terminate in the event:
i. the  Nearstay Hosts Owner owes any sums to Nearstay at the Break Date.
ii. The termination notice is issued during the Lock-In Period.
12.3.2 In the event of occurrence of any of the above, Nearstay shall have all the right to adjust outstanding amounts owed by the  Nearstay Hosts Owner against the subsequent Reconciliation and/or to adjust against any payments to be made by Nearstay to the  Nearstay Hosts Owner. For the sake of clarification, the Break Right can only be exercised post expiry of the Lock-In Period.
12.3.3 Within fourteen (14) days of a valid termination (i.e. post expiry of a Lock-In Period) and in accordance with Clause 12.3, the Parties will pay to the other any monies owed in performance of this Agreement up to the date of termination.
12.3.4 If Nearstay terminates this Agreement pursuant to this Clause 12.3, Nearstay will reconcile basis the commercials agreed between the Parties on a pro-rata basis to the Break Date.
12.3.5 If the  Nearstay Hosts Owner terminates this Agreement pursuant to this Clause 12.3, Nearstay shall not be liable to pay any monies to the  Nearstay Hosts Owner for the duration of the notice period.

12.4 TERMINATION FOR CAUSE

12.4.1 Each Party shall have the right to terminate this Agreement at any time by written notice with immediate effect and without further formality or indemnity of any kind:
i. if a breach of any of the Condition occurs; or
ii. 15(fifteen)) days after receipt of a notice of default requiring the other Party to remedy a breach under this Agreement, such breach has not been effectively remedied; or
iii. if voluntary or involuntary proceedings under any bankruptcy, insolvency, reorganisation or similar laws are instituted concerning the other Party; or
iv. if the  Nearstay Hosts Owner is in breach of including but not limited to Clause 3( Nearstay Hosts Owner Obligations), Clause 5 (Intellectual Property), Clause 6 (Confidentiality), Clause 7 (Date Protection), Clause 15.1 and Clause 15.2 (“Transfers”) of the Nearstay Terms and Conditions; or
v. if the other Party becomes insolvent or assigns all or substantially all of its assets to a third party.
12.4.2 In the event of occurrence of any of the following event and/or including but not limited to any other events/breaches where the Liquidated Damages is applicable:
A. In the event that Nearstay terminates this Agreement pursuant to this Clause 12.4, in which case the provisions of Clause 12.6 shall apply; and/or
B. A breach of terms, conditions and obligations of this Agreement/Terms and Conditions has occurred; and/or
C. Nearstay has issued a demand notice or a breach notice to the  Nearstay Hosts Owner;
D. there is a breach of non-compete clause and/or breach of assignment/novation clause,
12.4.3 In the event of breach of the Agreement, the  Nearstay Hosts Owner shall be liable to pay Nearstay on demand a sum equal to “Liquidated Damages” which shall be the sum of a, b and c:
a. the lesser of:
(I). the Service Fee on the total projected Gross Room Revenue for the remaining period of the Term until the Break Date;(calculated by multiplying the average monthly revenue from the Soft Launch Date by the number of months in the remaining period of the Term until the Break Date) or until the term/duration of the Group Booking Agreement including any extensions/renewals of such group bookings, whichever is later; or
(II) 36(thirty-six) times the Service Fee on the monthly average Gross Room Revenue for the total period that the  Nearstay Hosts has been in operation under the Agreement. If the  Nearstay Hosts has not been operational for 36(thirty-six) months under the Agreement, 36(thirty-six) times the Service Fee on the Gross Room Revenue for the month prior to the termination date; and
b. of the unamortised portion of the Investment Sum and Branding Works(if applicable) and/or any sum invested/paid by Nearstay as at the date of termination; and
c. 100% of any other sums, costs, losses or damages arising under the Agreement either at the point of termination or in the future in relation to the termination of the Agreement under this.
12.4.3 For the avoidance of doubt, the  Nearstay Hosts Owner agrees and undertakes that the Liquidated Damages set forth herein above are in addition to any other rights and/or remedies available to Nearstay under the Agreement, law and/or equity and represent genuine and reasonable estimate as to Nearstay’s loss of future profits arising from the early termination of the Agreement and/or damages suffered by Nearstay and are not a penalty or in lieu of any other losses, damages, legal costs, claims or payments arising under the Agreement, which Nearstay is free to pursue without limitation or restriction.
12.4.4 The  Nearstay Hosts Owner agrees and understand that Clause 12.4.2 shall be enforceable and applicable from the date of the breach until the date all the outstanding amounts/damages have been received by Nearstay or until the end of the Term of the Contract, whichever is higher. The calculation of interest on such Liquidated Damages shall be until the date all the outstanding amounts/damages have been received by Nearstay. For the sake of clarification, termination of the Agreement is not a pre-condition to determine and demand Liquidated Damages from the  Nearstay Hosts Owner.
12.4.5 This Clause 12.4.1 shall be applicable during the currency of the Term of the Agreement or the currency of the Group Booking Agreement, whichever is later.

12.5 TERMINATION WITHOUT CAUSE

12.5.1 In the event if there is no amounts/revenue guarantee /branding sum or Investment Sum provided by Nearstay:
The  Nearstay Hosts Owner shall be entitled to terminate this Agreement at any time by giving Nearstay not less than 30 (thirty) days’ notice in writing:
(a) in the event that the  Nearstay Hosts Owner terminates this Agreement pursuant to Clause 12.5, in order to have the benefit of the right of early termination of the Agreement before the expiration of the Term and not as a penalty or in lieu of any other payment(s) due under the Agreement, the  Nearstay Hosts Owner shall pay to Nearstay:
(I) the Liquidated Damages; and
(II) 100% of any other sums, costs, losses or damages arising under the Agreement either at the point of termination or in the future in relation to the termination of the Agreement under this Clause 12.5.
12.5.2 If a revenue guarantee/branding sum or  Nearstay Hosts Investment is provided by Nearstay:
(i) Either Party shall be entitled to terminate this Agreement at any time by giving the other Party not less than 30(thirty) days’ notice in writing:
(a) in the event that the  Nearstay Hosts Owner terminates this Agreement pursuant to Clause 12.5, in order to have the benefit of the right of early termination of the Agreement before the expiration of the Term and not as a penalty or in lieu of any other payment(s) due under the Agreement, the  Nearstay Hosts Owner shall pay to Nearstay:
(I) the Liquidated Damages; and
(II) 100% of the unamortised portion of the Investment Sum and the Branding Works (if applicable) or any other sums/costs paid by Nearstay as at the date of termination; and
(III) 100% of any other sums, costs, losses or damages arising under the Agreement either at the point of termination or in the future in relation to the termination of the Agreement under this Clause 12.5.
(b) in the event that Nearstay terminates this Agreement pursuant to this Clause 12.5, Nearstay shall have the right to recover any portion of the unrecovered Investment Sum/branding sum or outstanding Service Fees or any other sums/costs paid by Nearstay

12.6 CONSEQUENCES OF TERMINATION OF THIS AGREEMENT

12.6.1 In the event of expiration or termination of this Agreement for any reason whatsoever, each Party shall return to the other all Confidential Information owned or controlled by the other Party (in whichever form) and the  Nearstay Hosts Owner shall return to Nearstay any digital devices supplied by Nearstay.
12.6.2 Upon termination or expiration of this Agreement for whichever reason, the  Nearstay Hosts Owner shall:
(i) immediately remove all Nearstay branding materials from the building and dispose of these materials as per Nearstay’s direction and at the  Nearstay Hosts Owner’s own cost;
(ii) not hold itself out as being associated with Nearstay and shall cease to trade under the Nearstay brand;
(iii)pay on demand all sums owed to Nearstay in priority before any other of the  Nearstay Hosts Owner’s creditors;
(iv)continue to comply with the Confidentiality obligations at Clause 6 of the Nearstay Terms and Conditions;
(v)if required by Nearstay, honour any advance and existing bookings for the period after termination at the rates and terms when the bookings were made, or to compensate Nearstay for any costs incurred in relation to Nearstay having to relocate the bookings. Nearstay shall be entitled to seek compensation for any damage suffered to the Nearstay brand as a result of the  Nearstay Hosts Owner failing to honour any such reservations; and
(vi) be responsible for all relocation charges and/or monies owed to any Distribution Channels.
12.6.3 Upon termination or expiration, where the  Nearstay Hosts Owner owes any sums to Nearstay, Nearstay may retain all OTA Distribution Channel details until such outstanding sums are paid and Nearstay are able to offset any sums received against any monies owed by the  Nearstay Hosts Owner to Nearstay under this Agreement. For the avoidance of doubt, Nearstay shall not be responsible for any loss caused to the  Nearstay Hosts Owner in relation to this Clause 12.6.3.
12.6.4 Termination of this Agreement shall be without prejudice to the accrued rights and remedies of either Party, or the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.
12.6.5 Nearstay shall be entitled to charge a Service Fee on all bookings made during the Term, even where the booking is for a date which is after the termination date.
12.6.6 Should this Agreement terminate for any reason other than operation of Clauses 12.4 or 12.5 the  Nearstay Hosts Owner shall repay to Nearstay the Investment Sum and any other sums paid by Nearstay pursuant to this Agreement on demand.

13. NOTICES

13.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or first-class recorded delivery post, or sent by email to the address of the other Party specified in this Agreement or as otherwise specified by the relevant Party by notice in writing to the other Party;
13.2 Any notice shall be deemed to have been duly received:
a) if delivered personally, when left at the address and for the contact referred to in this clause; or
b) if sent by pre-paid first-class post or first-class or courier recorded delivery (and air mail if overseas) post, at 9.00 am on the second Business Day after posting;
c) if sent by email, at the time specified in the relevant report of receipt returned to the sender.
d) to the Party due to receive the notice at its registered office address; and
e) by an authorised representative.
13.3 For the purposes of this clause, if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm on a Business Day), the notice is deemed to have been received when business next starts in the place of receipt.
13.4 To prove delivery, it is sufficient to prove that:
a) if sent by pre-paid first-class post or first-class recorded delivery post, the envelope containing the notice was properly addressed and posted;
b) if sent by email, the notice was received by the recipient, as evidenced by an appropriate report of receipt having been returned to the sender by the e-mail system and to avoid doubt, e-mail communications shall only be treated as validly sent if an appropriate report of receipt has been returned to the sender by the e-mail system.
13.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.6 TIMING OF NOTICES

13.6.1 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:
(i) if delivered personally (including by courier), when left at the registered office of a Party;
(ii) if sent by mail other than air mail, two (2) business days after posting it; and
(iii) if sent by air mail, five (5) business days after posting it.

14. FORCE MAJEURE

14.1 If Nearstay is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, or if a Force Majeure Event has an adverse economic impact on any of Nearstay’s obligations under this Agreement (including, but not limited to impacting Nearstay’s ability to generate revenue or increasing the overall cost of performance of Nearstay’s obligations under this Agreement) or if a Force Majeure Event has a material impact on the actual occupation of the  Nearstay Hosts then:
14.1.1 Nearstay’s obligations under this Agreement shall be suspended for so long as the Force Majeure Event continues;
14.1.2 each Party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Agreement; and
14.1.3 as soon as reasonably possible after the cessation of the Force Majeure Event Nearstay shall notify the  Nearstay Hosts Owner of the cessation of the Force Majeure Event and shall resume performance of its obligations under this Agreement.
14.2 If the Force Majeure Event continues for more than 3 (three) months Nearstay may terminate any obligation which the Force Majeure Event affects, or this Agreement, by serving written notice on the  Nearstay Hosts Owner. Notwithstanding the foregoing, upon termination of this Agreement, the  Nearstay Hosts Owner shall pay Nearstay forthwith any sums payable to Nearstay by the  Nearstay Hosts Owner under this Agreement, including but not limited to the amortized portion of any Investment Sum/Branding Works and/or any other monies paid/invested by Nearstay for the  Nearstay Hosts. Notwithstanding anything contained in this Agreement, failure to make such payments will entitle Nearstay to charge interest at the rate of 4% (four percent) above the base rate for the Bank of England at the relevant time on all outstanding amounts from the date the payment obligation gets triggered under this Agreement till the date of actual payment

15. TRANSFERS

15.1 The  Nearstay Hosts Owner shall not assign, novate, sell, sub-license, pledge or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Nearstay (which shall not unreasonably be withheld).
Upon receipt of consent for such assignment, novation, sell, sub-license, pledge or otherwise transfer its rights or obligations under this Agreement, the  Nearstay Hosts Owner shall ensure, in writing, that the new owner/third party agrees and accepts the Agreement in its entirety along with all rights and obligations under the Agreement. Provided that, any such assignment, sale, sub-licensing, pledging or otherwise transfer of rights or obligations of the  Nearstay Hosts by the  Nearstay Hosts Owner to a third party, without Nearstay’s prior written consent and/or not accepted by the third party in its entirety shall be considered a breach of the Agreement. In addition to any rights and remedies of Nearstay provided by law, upon occurrence and during the continuance of any of the event in the foregoing clause, Nearstay is authorized at any time and from time to time, without prior notice to the  Nearstay Hosts Owner, any such notice being waived by the  Nearstay Hosts Owner to the fullest extent permitted by law, to adjust or withhold or set off and apply any and all revenue generated from Reconciliation and/or from any other hotel of the  Nearstay Hosts Owner or parent entity or group entity of the  Nearstay Hosts Owner with Nearstay, towards any indebtedness at any time owing by the  Nearstay Hosts Owner to Nearstay.
15.2 Where the  Nearstay Hosts Owner is a company the  Nearstay Hosts Owner shall procure that there no sale, transfer or otherwise disposal of any shares in the  Nearstay Hosts Owner which shall result in a Change of Control without the prior written consent of Nearstay (which shall not unreasonably be withheld).
15.3 Save as provided herein, Nearstay may assign, delegate or sub-contract its duties under this Agreement to a third party and shall notify the  Nearstay Hosts Owner of any such assignment, delegation or sub-contracting.

16. MISCELLANEOUS

16.1 GOVERNING LAW
This Agreement and all non-contractual matters arising from or connected with it are governed by the laws of England and Wales.

16.2 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 16.3 INVALIDITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated to the extent possible.

16.4 WAIVER
The giving of time or any other indulgence or the failure of either Party to seek redress for violations or to insist upon strict performance of this Agreement, or the failure of either Party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Agreement. A waiver of any default shall not constitute a waiver of any other default. No waiver or purported waiver in relation to this Agreement shall be effective unless it is expressed to be a waiver in writing, signed by a person properly authorised, and communicated to the other Party.

16.5 ENTIRE AGREEMENT
This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

16.6 VARIATIONS
Unless otherwise stated, no representation, undertaking amendment of, addition to or replacement of the whole or any part of this Agreement (save these (Terms and Conditions) and Annexure 1 (Nearstay Standards) which may be amended from time to time by Nearstay) will be binding on the Parties unless it is in writing and duly executed by an authorised representative of each Party.
Provided that in the event the Parties have mutually agreed and accepted on the modifications, amendments, addition to or replacement of any part of this Agreement via email, the same for the purposes of this Agreement, shall be considered a valid acceptance of such variation by the Parties.

17. END USE OF INVESTMENT SUM

17.1 The  Nearstay Hosts Owner shall apply the Investment Sum for the express purpose of the Transformation Works that are to be carried out at the  Nearstay Hosts.
17.2 The cost of any future Transformation Works shall be borne by the  Nearstay Hosts Owner, unless otherwise agreed by Nearstay.
17.3 The  Nearstay Hosts Owner irrevocably and unconditionally agrees and undertakes that the payment of Investment Sum paid by Nearstay is subject to certain conditions and Nearstay standards to be followed by the  Nearstay Hosts Owner. In the event of non-compliance by the  Nearstay Hosts Owner of such conditions and Nearstay standards, Nearstay shall not be liable to pay such Investment Sum to the  Nearstay Hosts Owner neither during nor after the currency of this Agreement and the  Nearstay Hosts Owner shall have no right to claim such Investment Sum.

18. PAYMENT OF ONLINE TRAVEL AGENT FEES

18.1 Whilst the  Nearstay Hosts Owner acknowledges that any monies owed to any Distribution Channel need to be settled prior to the Soft Launch Date, Nearstay may, at is absolute discretion, elect to pay such sums on behalf of the  Nearstay Hosts Owner. Such sums to be paid by the  Nearstay Hosts Owner on demand or Nearstay shall have the right to offset against any sums owed by Nearstay to the  Nearstay Hosts Owner in the first monthly reconciliation or in any subsequent Reconciliation.
18.2 The  Nearstay Hosts Owner confirms that on or before the Commencement Date there are no outstanding OTA fees.
18.3 In the event that there are any outstanding OTA fees relating to the  Nearstay Hosts, Nearstay has the right to offset such sums against monies owed to the  Nearstay Hosts Owner by Nearstay under this Agreement, which includes (but is not limited to) the first monthly reconciliation.
18.4 The Parties agree that the terms of OTA provided under Commercial Sheet will apply to use of OTAs in relation to this Agreement.

19. SUBMISSION OF BANK ACCOUNT VALIDATION DOCUMENTS

19.1 The  Nearstay Hosts Owner must submit, within 7(seven) days of signing of this Agreement, a cancelled cheque or electronically generated bank statement to validate bank account details provided. All applicable payments to  Nearstay Hosts Owner are subject to receipt and successful verification of these documents.

20. INTEREST

20.1 If either Party fails to make a payment due to the other Party under this Agreement by the due date, then, without limiting the other Party’s remedies the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 20 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

21. DISPUTE RESOLUTION

21.1 GENERAL
If at any time any question, dispute or difference shall arise between the Parties as to any matter or thing of whatever nature arising under or in connection with this Agreement (a “Dispute”), then either Party may give to the other Party notice in writing as to such Dispute (a “Dispute Notice”) and upon receipt of such notice the appropriate representatives of the Parties shall use their reasonable endeavours to resolve such Dispute in good faith. In the event that the Dispute is not resolved within 14(fourteen) business days of the date of delivery of the Dispute Notice, the Dispute shall be referred in accordance with Clause 21.2.

21.2 ARBITRATION

Any Dispute that is not resolved as set out above, shall be referred to, and finally be resolved by, arbitration under The London Court of International Arbitration Rules (2014) (“Rules”), which Rules are deemed to be incorporated by reference into this Clause 21.2. The award rendered by the arbitrator(s) shall be final and binding upon the Parties hereto. The number of arbitrators shall be one, the seat (or legal place) of arbitration shall be London and such arbitration shall be conducted in the English language and no reference shall be made to any translation of this Agreement into any other language other than English. All notices to be provided under this Agreement shall be given in the English language. The costs of the arbitrator shall be borne equally between the Parties or as the arbitrator otherwise directs.

21.3 RIGHTS TO SEEK INTERIM RELIEF

Nothing in this Clause 21 shall prevent either Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other interim relief as it considers necessary to avoid irreparable damage. In calculating the limitation period for any claim that is ultimately referred to arbitration, the period between the date of service of the Dispute Notice and the date on which the Parties are free to refer the claim to arbitration shall be excluded.

22. Nearstay CHANNEL FEE

22.1 Nearstay will charge an Nearstay Channel Fee of 15-20% (exclusive of VAT) on all bookings made through Nearstay channels unless otherwise specified in the Agreement.
22.2 For the avoidance of doubt, any bookings through the  Nearstay Hosts website which are directed to an Nearstay Channel shall not be subject to an Nearstay Channel Fee.
22.3 The Nearstay Channel Fee may be amended by Nearstay from time.

23. ADDITIONAL SERVICES

23.1 At any point during the Term Nearstay shall be entitled to introduce additional services which Nearstay deems to be in the best interests of the  Nearstay Hosts Owner, including but not limited to any new services or any additions, enhancements, supplements, or variants to existing services which may be developed during the Term (the “Additional Services”), save where Nearstay notifies the  Nearstay Hosts Owner that the same are optional.
23.2 Where Nearstay introduces the Additional Services, Nearstay shall be entitled to charge a fee to the  Nearstay Hosts Owner for the provision of the Additional Services which shall be communicated to the  Nearstay Hosts Owner.

24. Nearstay HUBS

24.1 For the purpose of this Clause, “Nearstay Hub” shall mean “an Nearstay regional business centre or office representing a specific geographical area (as specified by Nearstay from time to time)”.
24.2 All hotels operating under an Nearstay services agreement are assigned to an Nearstay Hub.
24.3 Should Nearstay choose to close an Nearstay Hub, Nearstay shall be entitled to:
24.3.1 re-assign a hotel to another Nearstay Hub; or
24.3.2 terminate the Agreement with the  Nearstay Hosts Owner on 30(thirty) days’ notice in writing and the Parties shall settle all sums owing.

25. EARLY CHECK-IN AND LATE CHECK-OUT REVENUE

25.1 Any request by a guest for an early check-in or a late check-out at the  Nearstay Hosts shall be subject to availability and subject to a charge payable by the guest.
25.2 Any revenue generated from such charges referred to at Clause 25.1 in respect of an early check-in or a late check-out shall be split equally between Nearstay and the  Nearstay Hosts Owner and shall be reconciled by Nearstay.

26. WALK-IN BOOKINGS

26.1 If a Walk-In Booking is a no show or if it is cancelled and notified to Nearstay through the Nearstay hotel proprietary management system less than 7(seven) days’ before the check-in date or at any time after the check-in date, the booked room(s) shall be considered a blocked room(s) and the revenue guarantee/market guarantee shall be reduced on a pro-rated basis to reflect the blocked rooms as a proportion of the Sellable Rooms.

27. CREDIT REVIEW

27.1 By the mode of signing of this Agreement,  Nearstay Hosts Owner consents to Nearstay conducting a credit check on the  Nearstay Hosts Owner for the business purposes outlined within the Agreement.

28. TESTIMONIALS

28.1 Nearstay shall have the right to use any testimonials provided in relation to the  Nearstay Hosts for use in any promotional materials and purposes as Nearstay may consider appropriate (the “Testimonials”).
28.2 The  Nearstay Hosts Owner warrants that any Testimonials provided to Nearstay shall comply with the Data Protection Legislation, and where such Testimonials involve an individual the  Nearstay Hosts Owner has obtained all necessary consents as required by Data Protection Legislation.

30. SET-OFF

30.1 Any sums owed by the  Nearstay Hosts Owner to Nearstay, including but not limited to Liquidated Damages, shall be off-set/adjusted as part of any payment made to the  Nearstay Hosts and payable to Nearstay immediately.
30.2 In addition to any rights and remedies of Nearstay provided by law, upon the occurrence and during the continuance of any default and/or breach of the terms and/or Conditions of this Agreement, Nearstay is authorized at any time and from time to time, without prior notice to the  Nearstay Hosts Owner, any such notice being waived by the  Nearstay Hosts Owner to the fullest extent permitted by law, to set off and apply any and all revenue generated from Reconciliation and/or from any other hotel of the  Nearstay Hosts Owner with Nearstay and its platform towards any indebtedness at any time owing by the  Nearstay Hosts Owner to Nearstay. Nearstay agrees promptly to notify the  Nearstay Hosts Owner after any such set-off provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

31. CANCELLATION REVENUE

31.1 In the event that there is a market guarantee or revenue guarantee (as the case maybe) or Investment Sum/Branding Sum, any revenue generated from bookings which are cancelled shall be retained in full by Nearstay.

32. RELOCATED BOOKINGS

32.1 In the event that Nearstay has to relocate any bookings at the  Nearstay Hosts, the  Nearstay Hosts Owner shall compensate Nearstay for any costs incurred by Nearstay. Nearstay shall also be entitled to seek compensation for any damage suffered to the Nearstay brand as a result of the  Nearstay Hosts Owner failing to honour any such reservations and in accordance with Clause 4.13.
32.2 The provision at Clause 32.1 will not apply should the relocation of bookings be a direct result of a fault with the Nearstay hotel management system.

33. WI-FI PROVISION IN THE HOTEL

33.1 The  Nearstay Hosts Owner shall ensure that Wi-Fi is available for guest use in all bedrooms and common areas in the  Nearstay Hosts with a minimum download speed of 5 Megabits per second at all times.
33.2 The  Nearstay Hosts Owner shall be responsible for and liable to cover the costs of and related to:
33.2.1 any infrastructure enhancement or improvement works required to comply with Clause 33.1; and
33.2.2 the cost of the Wi-Fi service to the  Nearstay Hosts.

34. REFERRAL FEES

34.1 The payment of any discretionary referral fee by Nearstay shall only be in recognition of the introduction of a new  Nearstay Hosts to the Nearstay partner network and conditional on the terms specified by Nearstay in the referral fee letter.
34.2 For the avoidance of doubt, the payment of a referral fee shall not be in contravention of the Bribery Act 2010.

34.3 AGREEMENT TO REFER

I. On the terms and conditions of this Agreement, Nearstay shall refer potential Clients to the  Nearstay Hosts Owner from time to time which may be in need of the Referral Services provided by Nearstay.
II. In consideration of Nearstay making the Referrals, the  Nearstay Hosts Owner shall pay the Guaranteed Amounts as provided hereinabove in the Particulars and in accordance with this clause.
III. For the avoidance of doubt, Referral Fees shall only be payable in respect of Client(s).
IV. The Referral Fees shall be paid on the total amount of Group Booking introduced or placed.
V. The  Nearstay Hosts Owner agrees and undertakes that any bookings/ contract/services introduced and/or secured by the  Nearstay Hosts Owner through Nearstay shall also be liable to the commissions and/or Referral Fee which shall be calculated on the total value of the bookings/services introduced to the  Nearstay Hosts Owner through Nearstay.
VI. Obligation of Parties in relation to Referrals
The Parties agree and acknowledge as follows:
a) The terms, conditions and information contained in this Agreement shall remain confidential as between the Parties at all material times. Except as required by law or an administrative, judicial or arbitral award, the  Nearstay Hosts Owner is prohibited, either during or after the term of this Agreement, in any way to communicate with Clients and/or third parties or use knowledge and other confidential information related to Nearstay, directly or indirectly, in any form whatsoever, which is acquired in connection with or arising out of this Agreement, including in particular the Services, processes and procedures of Nearstay and/or the market(s) in which Nearstay operates. The  Nearstay Hosts Owner further agrees not to publish or make any defamatory, disparaging statements or media in connection with Nearstay either during the course of the Agreement or following its termination. The  Nearstay Hosts Owner expressly agrees to this obligation as a condition for execution of this Agreement.
b) Nearstay shall provide the information for every Referral at the time the Referral is made, which, by way of email acknowledgement or otherwise, and the same shall be conclusive evidence that the Referral was made by Nearstay.
c) In the event that the  Nearstay Hosts Owner wish to go ahead with the Client for introducing/sourcing a booking, the  Nearstay Hosts Owner agrees and undertakes to deal solely with Nearstay as the exclusive agent for the Client, and undertake not to enter into any direct and/or indirect discussions or negotiations with such Client(s) introduced to the  Nearstay Hosts Owner by Nearstay. This condition shall be applicable starting from date of introduction of agents/brokers/partners/end users introduced to  Nearstay Hosts Owner by Nearstay and/or the date of any booking made by Nearstay or agent/broker/partner subsequently vacating the  Nearstay Hosts, whichever is later and remain applicable until the expiry of the Term of the Agreement or the term or renewal/extension term of the Group Booking Agreement, as the case maybe and for a period of 3(three) years thereafter.
d) The  Nearstay Hosts Owner agrees and undertakes that during the Term of this agreement or the term of the contractual agreements entered with the Client or group booking agreement, as the case maybe and for a period of 3(three) years thereafter, the  Nearstay Hosts Owner shall not shall not directly and/or indirectly and/or in association with any other person, conduct, participate, show interested or engaged in any business discussions and/or negotiations or arrangement, whatsoever with any agent and/or broker/OTA/service provider or end user in relation to any group bookings/asylum bookings and/or any type of bookings which has been introduced and/or referred by Nearstay. Such bookings shall at all times be routed only through Nearstay as an exclusive introducer of the  Nearstay Hosts. The condition shall be applicable for the period of 3 (three) years from the date of introduction of agents/brokers/partners/end users introduced to the  Nearstay Hosts Owner by Nearstay and/or the date of any booking made by Nearstay or agent/broker/partner subsequently vacating the  Nearstay Hosts, whichever is later.
e) If, during the term of this Agreement and/or during a period of 3 (three) years beginning from the date of termination of this Agreement or subsequent contractual agreements between the parties, whichever is later, a Client approached the  Nearstay Hosts Owner during or after a Referral and requests that the  Nearstay Hosts Owner undertakes work or further work for such Client, the  Nearstay Hosts Owner shall, as soon as reasonably practicable but not later than 7(seven) days and to the extent permitted by the Client, notify Nearstay of such approach and make introductory payments in accordance with this Agreement.
f) Nearstay shall publicise  Nearstay Hosts Owner’s services only to the extent necessary to secure Referrals.
g) Any subsequent introduction of the Client by the  Nearstay Hosts Owner to any of its group companies, affiliates or direct/indirect related third party organisations shall be treated as an Introduction for the purposes of this Agreement and shall be subject to Referral Fee.
h) In the event a Referral is made by Nearstay to the  Nearstay Hosts Owner for a Client already working with the  Nearstay Hosts Owner prior to the date of Referral, the  Nearstay Hosts Owner shall immediately inform Nearstay via written communication but not later than 7(seven) days. Provided that, the Referral Fees shall be applicable on all Referrals where Client was in discussion with the  Nearstay Hosts Owner prior to the date of the Referral, however, the  Nearstay Hosts Owner was not able to secure any contract with the Client without the intervention of Nearstay.

35. UPDATES TO THE TERMS AND CONDITIONS

35.1 Nearstay may amend the Terms and Conditions from time to time.

36. READ AND UNDERSTOOD

The Parties have read this Agreement including but not limited to any subsequent addendums or amendments, carefully and understand each of its terms and conditions. Each Party has sought independent legal counsel of choice to the extent the party deemed such advice necessary in connection with the review and execution of this Agreement.

ANNEXURE 1

BASIC TRANSFORMATION WORKS AND BRANDING WORKS
In order to clarify the required transformation work to be done and approved by Nearstay, the following parameters are to be used for guidance by the  Nearstay Hosts Owner. This list is not exhaustive and does not guarantee final approval. The list is to be used as guidance to accomplish minimum requirements in the below order and any questions should be directed to Nearstay prior to commencing work.
1. Nearstay  Nearstay Hosts Branding & Signage, including small exterior plaque
2. Pest Control completed in each room – (i.e. No bed bugs, insects, roaches or rodents in any room)
3. Deep Cleaning – lobby and all rooms, including public and guest restrooms
4. White linens – stain free white sheets, pillows, pillow covers and white quilted blankets/duvets, and white top sheets with red runners and cushion covers
5. Wi-Fi availability in each room
6. All Rooms to be mould free
7. Basic infrastructure of the building and rooms to be maintained (i.e. no roofing issues in the building, no foundation issues, etc.)
8. No visible imperfections at the property, (i.e. scratches, holes or dents in any wall / ceiling at the property)
9. No peeling paint. If paint is peeling or patching is done, paint the whole wall to the best colour match
10. No holes, stains or tears in carpet. If there are existing defects, replace entire room carpet with new flooring.
11. Replace any cracked tiles with the best match
12. No deficient caulking around tubs, toilets and showers.
13. No water leaks in the plumbing systems for showers / tubs, water closets and hand sink and faucet
14. Proper functioning of HVAC systems
15. TV in each room
16. All light fixtures to be functional on the  Nearstay Hosts.

LIST OF HEALTH & SAFETY COMPLIANCE DOCUMENTS

1. Fire Risk Assessment;
2. Fire Evacuation Plan;
3. Fire Alarm Installation Certification;
4. Legionella Compliance Certificate with Water Sample Testing;
5. Boiler Gas Safety Certification;
6. Gas Safety Inspection;
7. Electric Certification;
8. Emergency Lighting Test Certification;
9. Fixed Wired Test Certification;
10. PAT Testing Certification;
11. Asbestos Certification.
Please note that this list is not exhaustive and can be updated and modified basis the requirement of the Client/Applicable Laws.

General Booking Policy:

• Certain destinations may have different travel guidelines for specific times during the year. Please abide by all laws and guidelines as applicable.
• Policies are booking-specific and would be informed to the guest at the time of booking or upon Check-In.
• Reference to  Nearstay  properties and listings includes its affiliates, employees, and officers. “ Nearstay ” properties” refers to all properties in which you have made a valid booking through the  Nearstay  website.

If you need to cancel or change your reservation made through the  Nearstay  website or call center, please contact  Nearstay  customer care number 9936184358

If you need any help in creating a new booking  Nearstay  Properties Booking expert has a 24*7 support to help you around the clock. Please contact  Nearstay  booking support number 9936184358

Check-in Policy:

• The primary guest must be at least 18 years of age to be able to check into the  Nearstay  properties.
• The usual standard check-in time is 12 noon.  Nearstay  tries to ensure that you can check in any time after that till your reservation is valid.
• It is mandatory for all guests to present valid photo identification at the time of check-in. According to government regulations, a valid Photo ID must be carried by every person above 18 staying at the  Nearstay  properties. The identification proofs accepted are Aadhar Card, Driving License, Voter ID Card, and Passport. Note that a PAN card is not acceptable. Without an original copy of a valid ID, you will not be allowed to check in.
• After reaching the  Nearstay  properties, if you face any difficulty in check-in and it cannot be resolved by  Nearstay  ,you are requested to contact  Nearstay  immediately.  Nearstay  will verify the issue with the properties and post verification, you would be provided the following assistance: a.  Nearstay  will try to arrange for accommodation in the same  Nearstay .  Nearstay  will try to provide you with alternate accommodation in its other listed properties if the same is available. c. If  Nearstay  is unable to provide alternative accommodation or you do not accept such alternate accommodation, you may be offered a full refund.d.  Nearstay  will not be liable for compensation beyond your booking payment.
• Unless specifically intimated,  Nearstay  shall not be held liable to refund the booking amount or any part thereof in case of unavailability of rooms due to natural disaster (earthquake, landslide, etc.), terrorist activity, government guidelines, or any force majeure act, beyond the control of  Nearstay .

Early Check-in and Late Check-out:

1. Early Check-In: The standard check-in time in  Nearstay  properties is 12 noon unless mentioned otherwise in your Booking voucher. Early check-in is subject to availability. Extra charges will usually apply as per below policy:

Complimentary breakfast will not be available tNearstayu for the day of early check-in.

2. Late Check-out: The standard check-out time in  Nearstay Hostss is 11 AM unless mentioned otherwise in your Booking voucher. Late check-out is subject to availability and cannot be confirmed with the  Nearstay Hosts in advance. Extra charges will usually apply as per the below policy:

Booking Extension Policy:

Any extension of stay at the  Nearstay Hosts is subject to the availability of the rooms at the current ongoing rate and not at the rate at which the original booking was made.

Cancellation Policy:

• 1. You can cancel your booking using the  Nearstay  website or mobile app. Only 50 percent of the total amount will be refunded if you cancel your booking within 24 hours.
• 2. The applicable refund amount will be credited tNearstayu within 7-14 working days.  Nearstay  reserves the right to debit from  Nearstay  Money account, in case of cancellation amount being higher than the money already paid by you.
• 3. Some  Nearstay  properties do not accept bookings from unmarried couples and do not accept local id proofs. This information is available to the Guest prior to making the booking. For any cancellations or check-in denial associated with such bookings that are dishonored by the  Nearstay  property hosts,  Nearstay  shall be under no obligation to refund any amount to the Guest.
• 4.  Nearstay  reserves the right to deny check-in where customers are unable to provide a valid government id or where minor Guests are traveling unaccompanied or if the  Nearstay  properties are suspicious of the Guests’ check-in at its Property. Under all such cases, Nearstay shall be under no obligation to refund any amount to the Guest.
• 6. For corporate bookings, the cancellation policy mentioned in your contract will apply.
• 7. In case no cancellation policy is mentioned on the  Nearstay Hosts details page, the following cancellation policy shall apply:
• Guest cancellation policy: For booking-specific cancellation policy, please refer to your Nearstay booking details.
• No Show: For booking-specific cancellation policy, please refer tNearstayur booking voucher.
• Long Stay Bookings
• For bookings of more than 7 nights, you have to settle all outstanding payments on a weekly basis. Further accommodation is subject to the settlement of the outstanding amount.
• Some Nearstay allow triple occupancy by providing an extra mattress for the third person for an extra fee. However no extra bed is usually provided.
• Triple Occupancy Policy:
• Visitors Policy
• You should follow Nearstay Visitor Policy.
• In order to maintain the privacy of guests and the tranquillity of the  Nearstay  properties, Nearstay encourages its  Nearstay Hosts Partners to have a visitor policy where: a. Visitors are generally allowed to meet guests in the guest rooms during the day, except if there is an emergency. b. Visitors are not to be allowed to stay overnight. c. The  Nearstay  properties front desk requires all visitors to present a government-approved photo identity prior to accessing guest floors/rooms.
• Child Policy
• The stay of 1 child up to 5 years of age is complementary without the use of an extra mattress.
• Breakfast charges may be applicable for the child.
• Service On-Time policy
• The hotels associated with the program will have a Service On-time tag/information displayed on the app.
• If you face any issue related tNearstayur stay in these  Nearstay , we promise issue resolution within 1 hour, or else we will provide a refund.
• If the issue can not be resolved, we will offer to shift to another room in the same hotel or shift to a different hotel.
• You need to call the  Nearstay  customer care number 9936184358 to register the issue for quick assistance.
• The refund amount will be subject to the severity of the issues and will be decided as per our guidelines.
• Code of Conduct:
• Illegal activities are not permitted in  Nearstay  properties.
• You should be aware that the  Nearstay  properties may refuse service or evict you
  a) For refusal or failure to pay for accommodation,
  b) If you act in a disorderly fashion as to disturb the peace of other guests,
  c) If you destroy, damage, deface or threaten harm to  Nearstay  property or guests,
  d) Any of your actions are deemed inappropriate by the  Nearstay  properties.
• Please keep the  Nearstay  room in good condition and maintain hygiene and cleanliness. You may be held liable for any damage to  Nearstay  properties assets (except normal wear and tear).
• Smoking, Drugs, and Alcohol
• Smoking is prohibited in the  Nearstay  properties. Some  Nearstay  may prohibit smoking in their guest rooms so it is prudent to check with the Hosts of  Nearstay .
• Anyone found using or under the influence of illegal drugs or substances classified under the Narcotic Drugs and Psychotropic Substances Act, 1985 will be reported to the police and asked to leave the  Nearstay  properties. Any evidence or suspicion of drug use at the  Nearstay  will also be reported immediately to the police.
• Drinking alcohol is prohibited in all public areas including; the  Nearstay  lobby, hallways, and parking areas of  Nearstay  properties. Please contact the  Nearstay  hosts regarding the consumption of alcoholic beverages within your room, without disturbing the discipline of the hosts,  Nearstay  properties, or other guests.

Who we are

Our website address is https://nearstay.in

Comments

When visitors leave comments on the site we collect the data shown in the comments form, and also the visitor’s IP address and browser user agent string to help spam detection.

An anonymized string created from your email address (also called a hash) may be provided to the Gravatar service to see if you are using it. The Gravatar service Privacy Policy is available here: https://automattic.com/privacy/. After approval of your comment, your profile picture is visible to the public in the context of your comment.

Media

If you upload images to the website, you should avoid uploading images with embedded location data (EXIF GPS) included. Visitors to the website can download and extract any location data from images on the website.

Cookies

If you leave a comment on our site you may opt into saving your name, email address, and website in cookies. These are for your convenience so you do not have to fill in your details again when you leave another comment. These cookies will last for one year.

If you visit our login page, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser.

When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select “Remember Me”, your login will persist for two weeks. If you log out of your account, the login cookies will be removed.

If you edit or publish an article, an additional cookie will be saved in your browser. This cookie includes no personal data and simply indicates the post ID of the article you just edited. It expires after 1 day.

Embedded content from other websites

Articles on this site may include embedded content (e.g. videos, images, articles, etc.). Embedded content from other websites behaves exactly as if the visitor has visited the other website.

These websites may collect data about you, use cookies, embed additional third-party tracking, and monitor your interaction with that embedded content, including tracking your interaction with the embedded content if you have an account and are logged in to that website.

Who do we share your data with

If you request a password reset, your IP address will be included in the reset email.

How long we retain your data?

If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognize and approve any follow-up comments automatically instead of holding them in a moderation queue.

For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.

What rights do you have over your data?

If you have an account on this site or have left comments, you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.

Where your data is sent?

Visitor comments may be checked through an automated spam detection service.

We collect information about you during the checkout process at our store.

What do we collect and store?

While you visit our site, we’ll track:

• Products you’ve viewed: we’ll use this to, for example, show you products you’ve recently viewed
• Location, IP address, and browser type: we’ll use this for purposes like estimating taxes and shipping
• Shipping address: we’ll ask you to enter this so we can, for instance, estimate shipping before you place an order, and send you the order!

We’ll also use cookies to keep track of basket contents while you’re browsing our site.

When you purchase from us, we’ll ask you to provide information including your name, billing address, shipping address, email address, phone number, credit card/payment details, and optional account information like username and password. We’ll use this information for purposes, such as, to:

• Send you information about your account and order
• Respond to your requests, including refunds and complaints
• Process payments and prevent fraud
• Set up your account for our store
• Comply with any legal obligations we have, such as calculating taxes
• Improve our store offerings
• Send you marketing messages, if you choose to receive them

If you create an account, we will store your name, address, email, and phone number, which will be used to populate the checkout for future orders.

We generally store information about you for as long as we need the information for the purposes for which we collect and use it, and we are not legally required to continue to keep it. For example, we will store order information for XXXX years for tax and accounting purposes. This includes your name, email address, and billing and shipping addresses.

We will also store comments or reviews if you choose to leave them.

Who on our team has access

Members of our team have access to the information you provide us. For example, both Administrators and Shop Managers can access:

• Order information like what was purchased, when it was purchased and where it should be sent, and
• Customer information like your name, email address, and billing and shipping information.

Our team members have access to this information to help fulfill orders, process refunds and support you.

What we share with others

We share information with third parties who help us provide our orders and store services to your Nearstay ; for example —

Payments

We accept payments through Manual UPI transfer and Manually confirmed by entering the UPI transaction ID. When processing payments, some of your data will be passed to  Nearstay  like UPI ID and transaction receipt, including information required to process or support the payment, such as the purchase total and billing information.

Your personal data will be used to support your experience throughout this website, to manage access to your account, and for other purposes described in our [privacy_policy].

Shipping policies

There is a request that we do not ship any products from our website ,, we are ”platform as a service”.

Currently, we are operating from location-

Plot Number : “M-3044 , Hanumant Nagar Colony , Bhiti , Ramnagar, Varanasi, Uttar Pradesh 221008, India.

For any questions, contact us or WhatsApp us at – 9936184358

Email us at – imtheretohelp@nearstay.in

Thank you for being my Atithi

Atithi Devo Bhava