GDPR Terms & Conditions

Payments for Services

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: 03/07/2024

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 to you (“You” or “Hotel Owner”) and your employees’ and agents’ use of services offered by STAY LINK Technology & Hospitality (UK) Limited. (“STAY LINK”). (Online T&C, Contract Commercials together with schedules, addendums and exhibits collectively defined as this “Agreement”). (STAY LINK 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. STAY LINK may amend the Online T&C from time to time.

YOU ACCEPT AND AGREE TO THESE ONLINE T&C BY ACCESSING THE STAY LINK OPERATING SYSTEM (“STAY LINK OS”) OR USING THE SERVICES DESCRIBED BELOW. THESE ONLINE T&C REPLACE ANY PREVIOUS AGREEMENTS OR TERMS OF USE BETWEEN YOU AND STAY LINK. By agreeing to these Online T&C, You also agree to abide by the terms of STAY LINK’s Privacy Policy (www.STAY LINKrooms.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 STAY LINK and the Hotel 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 Hotel Owner (including any transferee of all or a substantial part of the business/Hotel/ assets of the Hotel/group company of the Hotel 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 STAY LINK complying with its obligations in relation to this Agreement;

“Agreement” means this agreement, the services agreement entered between STAY LINK and the Hotel 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 Hotel (the “Branding Works”) to an extent of amounts agreed between the Parties (“Investment Sum”), if required. The Investment Sum, if paid by STAY LINK, shall be recovered from the Hotel Owner by STAY LINK 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 Hotel Owner at all times during the currency of the Agreement:
a. evidence legal title to the Hotel at all times;
b. shall keep the Hotel open at all times;
c. shall ensure that all room bookings are logged in the STAY LINK 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 STAY LINK (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 Hotel Investment Sum for the express purpose of the Transformation Works that are to be carried out at the Hotel 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 STAY LINK’s ultimate discretion)
j. shall at all times record the Walk-in Bookings in the STAY LINK 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 Hotel 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 STAY LINK.

“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 STAY LINK (at its own discretion) directly to guests for bookings made via Distribution Channels and any direct bookings via the STAY LINK website and/or any costs towards guest experience which does not form part of the Gross Room Revenue and if collected by the Hotel Owner, the same shall be paid to STAY LINK. 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 Hotel Owner to STAY LINK in lieu of introducing and/or sourcing a booking for the Hotel 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 Hotel Owner from the rental, use and occupancy of guest rooms sold through the STAY LINK 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 Hotel Owner);
ii. any cancelation charges on walk-in bookings (which shall remain the sole income of the Hotel Owner); and
iii. any cancellation charges (which shall remain the sole income of STAY LINK) on OTA bookings and direct bookings via the STAY LINK website;
iv. Direct Guest Charges.

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

“Handover of Distribution Channels” means where the Hotel Owner has ensured that the Hotel and the associated details has been transferred on all Distribution Channels to STAY LINK 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 Hotel 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 STAY LINK to the Hotel Owner for Transformation Works and/or any renovation, repairs or any other changes, as mutually agreed between the Parties, to be made at the Hotel 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 Hotel Owner shall provide the Sellable Rooms, exclusive of breakfast. Provided that, a meal plan may be required by STAY LINK in relation to a Group Booking sourced for the Hotel.

The Parties agree that STAY LINK 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 STAY LINK.
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 STAY LINK over and above Fees.

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

For the avoidance of doubt, any bookings through the Hotel website which are directed to an STAY LINK Channel shall not be subject to an STAY LINK 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 Hotel 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 STAY LINK to facilitate the Group Bookings for the Hotel.

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

“Party” or “Parties” means collectively STAY LINK and the Hotel Owner or individually as the context may require;

“Performance Fee” means the additional monthly fee payable by the Hotel Owner to STAY LINK 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 STAY LINK 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 STAY LINK 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 STAY LINK (and/or its team) to the Hotel Owner of a Client requiring and/or showing interest in placing group bookings / bulk bookings / asylum bookings or any other direct bookings at the Hotel.

“Referral Services” shall mean the services provided by STAY LINK with respect to the Referrals, including but not limited to introducing Hotel to third party for bookings, coordinating with third parties, assisting in making Hotel 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 STAY LINK each month;

“Reconciliation” shall mean the payments made by STAY LINK to the Hotel Owner, from time to time, based on the revenue sourced/generated by STAY LINK for the Hotel. The Service Fees along with all additional charges as mutually agreed between the Parties (from time to time) shall be reconciled by STAY LINK 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 Hotel Owner, as part of the pay-out cycle.

“Service Fees” means the share of the Gross Room Revenue charged by STAY LINK 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 Hotel Owner);
b) revenue management services under which STAY LINK will assume full responsibility for all hotel demand channels, managing inventory (100% inventory control by STAY LINK), pricing control and restrictions;
c) customer management services; and
d) other services as may be provided in accordance with the STAY LINK 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 STAY LINK will provide its proprietary hotel management system to the Hotel Owner.

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

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

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

“Transformation Works” means the works of refurbishment and redecoration to be undertaken by the Hotel Owner that may be required to ensure that the Hotel meets the STAY LINK 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 Hotel Owner directly (excluding bookings through the Hotel website).

“Walk-in”
Any booking created at the Property using the STAY LINK 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. STAY LINK OBLIGATIONS

2.1 STAY LINK shall render the Services with reasonable care and skill in accordance with this Agreement.
2.2STAY LINK shall permit the Hotel Owner to use its Intellectual Property and Know-how in connection with and to the extent required for the operation of the Hotel in accordance with its instructions and requirements.
2.3 STAY LINK shall ensure that the Hotel Owner is informed of any material problem, which may affect the provision of the Services as soon as STAY LINK becomes aware of any such problem. If any such material problem shall occur, STAY LINK 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 Hotel Owner shall (at its own cost) procure that all remedial works (as mutually discussed with STAY LINK) are undertaken to ensure that the Transformation Works, as more particularly provided in Annexure-1, are completed to STAY LINK’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 Hotel, the Hotel Owner will ensure that rooms and such parts of the Hotel are made available so that the Branding Works can be completed as quickly as possible by STAY LINK.

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

3.2.3 In relation to external Branding Works, the Hotel Owner will have five (5) working days from receipt of designs from STAY LINK 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 Hotel Owner.

3.2.4 STAY LINK 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 Hotel to be listed on the Distribution Channels, on or before the Effective Date, the Hotel Owner:
a. and STAY LINK 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 Hotel. Any delay in payment of the OTA fees by the Hotel Owner will result in the Hotel not being listed on the Distribution Channels, until the OTA fees are settled in full.
c. shall confirm that the OTA credentials of the Hotel shall be managed by STAY LINK. In the event the Hotel is not able to go live on OTAs with STAY LINK listing due to any previous payment pending with the Hotel partner, the Hotel Owner shall clear all such payments, failing which STAY LINK 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 Hotel Owner requests STAY LINK to not make the payment and himself/herself doesn’t make or delays paying the required amount which in turn impacts the date of Hotel going live on those OTAs, in such an event, Hotel 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 STAY LINK in accordance with this Agreement and hand over all existing OTA credentials on the Effective Date to STAY LINK. Any change in username/ID/Password made by the Hotel Owner at a later stage will have to be informed to STAY LINK in writing prior to such changes taking effect.
e. agrees and undertakes not to list the Hotel on any new OTA on its own, after the Effective Date, without the prior written consent of STAY LINK. The Hotel Owner further agrees that STAY LINK shall have the right to facilitate the listing of the Hotel on such OTAs as are selected by STAY LINK from time to time and that the Hotel Owner shall not object to such listings for any reason whatsoever.
f.through the OTA Form, acknowledges and confirms that the Hotel Owner has no objection in permitting STAY LINK to initiate new listing under STAY LINK’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 Hotel Owner, STAY LINK, shall on its completion, will inspect the Hotel and confirm whether it is satisfied with the Hotel and the Go Live Date will occur.

3.3.3 Notwithstanding any of the above, if the Hotel Owner fails to comply with Clause 3, STAY LINK 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 STAY LINK to the Hotel Owner or charged to the Hotel Owner as a separate fee on terms to be specified by STAY LINK. 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 Hotel Owner shall:
a. procure and provide to STAY LINK satisfactory evidence (in STAY LINK’s ultimate discretion) of a United Kingdom bank account in the Hotel Owner’s name; and
b. Upon request, procure and provide to STAY LINK, satisfactory evidence (in STAY LINK’s ultimate discretion) of legal title to the Hotel for the duration of the Term of this Agreement.

3.3.5 For the avoidance of doubt STAY LINK 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 Hotel Owner confirms all the details it has supplied under this Agreement are true and correct.

4.2 The Hotel Owner will at all times comply with the terms of this Agreement, the Terms and Conditions, the STAY LINK 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 Hotel Owner shall ensure that the Hotel 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 Hotel. Hotel 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 Hotel 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 Hotel Owner agrees to use its skill and care as an experienced hotel owner and operator to manage and operate the business of the Hotel during the Term so as to maximise the Gross Room Revenue that is received at the Hotel and accepts that STAY LINK can block the sale of any room which falls below the requirement of this Agreement.

4.5 The Hotel Owner shall pay to STAY LINK 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 STAY LINK 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 Hotel 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 STAY LINK in accordance with Clause 3.4).

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

4.7 The Hotel Owner shall grant STAY LINK and its representatives and employees:
4.7.1 access to the Hotel (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 Hotel’s business on an open book basis (including accounting and trading information in relation to Hotel and health and safety information); and
4.7.3 provide access to their rates on a real time basis.

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

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

4.10 The Hotel Owner will update STAY LINK as often as is reasonably practicable as to the availability of rooms in the Hotel.

4.11 In the event that the Hotel is unable to honour any booking the Hotel 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 STAY LINK platform). STAY LINK shall be entitled to recover from the Hotel Owner any costs incurred by STAY LINK in relation to the alternative accommodation in any subsequent reconciliation.

4.12 The Hotel 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 Hotel, together with public and third party liability insurance, business interruption insurance, professional indemnity insurance and employer’s liability insurance. The Hotel Owner shall provide to STAY LINK, as soon as reasonably practicable upon request, evidence of the amount of such insurance cover.

4.13 In the event the Hotel 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 STAY LINK and/or manipulating guest bookings), STAY LINK 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 Hotel 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 Hotel Owner to STAY LINK’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 Hotel;
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 STAY LINK Platform or any other OTA which is without any justifiable reason converted into Walk-In Booking;
4.14.4 any finding by STAY LINK leading it to believe that the Hotel 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 STAY LINK.

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

4.16 The Hotel Owner shall ensure that the Hotel 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 Hotel Owner will upon reasonable request from STAY LINK provide a suitable guarantee (in STAY LINK’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 Hotel 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 Hotel Owner shall ensure that a reception is in place at the Hotel at all times to enable a smooth and hassle-free guest experience. Further, the Hotel Owner is to ensure there is no restriction on check-in and check-out timings at the Hotel in accordance with STAY LINK’s policy.

4.20 The Hotel Owner shall participate in and honour the terms of each of STAY LINK’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 Hotel (the “Guest Programs”). The Hotel Owner must comply with all standards and requirements of any Guest Program at its own cost and expense.

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

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

The Hotel Owner irrevocably and unconditionally agrees and undertakes that in the event of any Guest Programs or any other activities ran by STAY LINK for maximising the revenue for the Hotel, STAY LINK shall have the right to charge any such monies, at actuals, as required in relation to such activities (“Promotional Charges”) and the Hotel 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 STAY LINK. 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 Hotel Owner and/or any shortfall will be charged/set off, as the case maybe, in the subsequent Reconciliations.

4.25 The Hotel 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 Hotel is situated. Any damages, costs, penalty, expenses, monies arising from or in relation to such non-compliance shall be borne solely by the Hotel Owner.

4.26 Save and except, in the event the Hotel 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 Hotel Owner shall be liable to pay such damages to the tune of 5 times of revenue loss and such other costs, expenses that STAY LINK may have to suffer for such blocking of rooms including any reputational damage.

4.27 The Hotel 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 STAY LINK shall make the Hotel Owner liable to pay damages to the tune of 5 times of revenue loss suffered by STAY LINK due to such blocking of Rooms/cancellation of bookings. The Hotel 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 STAY LINK under the Agreement, law and/or equity and are intended to be a genuine and reasonable estimate of the damages suffered by STAY LINK and accordingly the same shall not be considered a penalty.

4.28 The Hotel 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 Hotel Owner manages the health and safety hazards and risks associated with the Hotel, guests, activities conducted at the Hotel, and any impact it may have on STAY LINK or its brand. The Hotel 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 STAY LINK 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 Hotel Owner fails to implement or provide STAY LINK 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 Hotel Staff or Hotel, 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. STAY LINK 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 Hotel Owner.

The Hotel Owner shall be obliged to inform STAY LINK at least ten (10) days in advance in the event the number of rooms detailed by the Hotel Owner for his own use and/or the number of non-sellable/non-serviceable rooms at the Hotel (“Non Operational Rooms”), exceeds 5 room number. The Hotel 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 Hotel 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 Hotel 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, STAY LINK 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 STAY LINK’s sole discretion.

4A. ORGANISATION OF THE PARTIES

1. Without prejudice to specific requirements under the Agreement, STAY LINK shall organise and operate its business in an autonomous manner and render the Services hereunder as an independent contractor and the Hotel Owner shall not hold itself out to be an agent, employee or partner of STAY LINK.
   b. Subject to the provisions of the Agreement, the Hotel Owner shall, notwithstanding any branding of the Hotel under the name “STAY LINK”, continue to be responsible for all actions relating to the ownership and operation of the Hotel and shall be responsible for all operating costs, including the remuneration, benefits, tax and social security costs of the Hotel Owner’s personnel, employees and staff, all consumables, utilities, taxes and costs of repair and maintenance of the Hotel, without any claim for reimbursement on STAY LINK.
   c. Notwithstanding any other provision of the Agreement the Hotel 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 Hotel shall never and under no circumstances be or become employees of STAY LINK, its agents or suppliers, whether during the term of the Agreement or on its expiration or termination. The Hotel 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 Hotel 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 Hotel Owner. STAY LINK 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 Hotel Owner and STAY LINK. Notwithstanding any of the provisions of this Agreement, the Hotel 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 STAY LINK, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities undertaken or incurred by the Hotel Owner in connection with or relating to such shall be undertaken, incurred or paid exclusively by the Hotel Owner, and not as an agent or representative of STAY LINK.
   f. It is agreed and understood that, as between STAY LINK and the Hotel 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 STAY LINK and the Hotel Owner under this Agreement and no representation to any such effect would be made by the Hotel Owner to anyone. The Hotel Owner shall indemnify STAY LINK 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 Hotel Owner.
   g. The Hotel Owner irrevocably and unconditionally agrees and undertakes that STAY LINK is a mere service provider and is not responsible or involved in the day to day operations of the Hotel.
2. 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 STAY LINK, shall include the STAY LINK Marks), to the extent necessary and for the sole purpose of: (i) STAY LINK providing the Services; or (ii) the Hotel 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 Hotel Owner authorises STAY LINK to take and use photographs of the Hotel. Such photographs shall remain STAY LINK’s property at all times.
   5.1.4 STAY LINK shall notify the Hotel Owner of the intended time and date of the photoshoot, and the Hotel Owner shall ensure that the Hotel is ready for a photoshoot. STAY LINK may elect to carry out additional photoshoots (in its absolute discretion). In the event that STAY LINK elects to carry out additional photoshoots as a result of the Hotel Owner not preparing the Hotel to acceptable standard (in STAY LINK’s absolute discretion), STAY LINK may deduct the cost of the photoshoot in full from the Hotel Owner’s monthly reconciliation.
   5.1.5 STAY LINK shall grant the Hotel 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 Hotel Owner shall have no right or entitlement to use the photographs after the expiration or termination of the Agreement.
3. 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 Hotel Owner, such event of breach or threatened breach shall be considered as a breach of this Agreement and the Hotel Owner shall be liable to pay such amounts in damages as suffered by STAY LINK 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 Hotel 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 Hotel Owner shall, if not remedied within thirty (30) days of written notice from STAY LINK, give grounds to the other party to terminate this Agreement with immediate effect.
   7.3 Hotel 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 STAY LINK.
   7.3.8 consult with STAY LINK about any notices given to data subjects in relation to the Shared Personal Data;
   7.3.9 promptly inform STAY LINK about the receipt of any data subject access request;
   7.3.10 provide STAY LINK 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 STAY LINK wherever possible;
   7.3.12 assist STAY LINK 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 STAY LINK 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 STAY LINK or STAY LINK’s designated auditor; and
   7.3.16 provide STAY LINK 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 STAY LINK’s privacy policy can be referred on the website link https://www.STAY LINKrooms.com/gb/privacy-policy.
4. FEES, RECONCILLIATION AND COSTS

FEES
8.1.1 In consideration of the delivery of the Services, STAY LINK 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 STAY LINK Terms and Conditions.
8.1.2 STAY LINK shall carry out a reconciliation of the Gross Room Revenue collected by STAY LINK on its platform or by the Hotel Owner directly to calculate the Service Fees and other fees payable to STAY LINK by the Hotel Owner. The reconciliation shall take place periodically (each a “Reconciliation Date”).
8.1.3 The reconciliation reports shall be shared with the Hotel Owner on a monthly basis. If the Hotel Owner objects to the calculations made by STAY LINK on a Reconciliation Date it must notify STAY LINK 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 Hotel 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 STAY LINK, the Hotel Owner shall refund all such amounts payable to STAY LINK immediately upon such discovery thereof without additional cost to or further demand by STAY LINK, failing which STAY LINK 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 STAY LINK shall have the right, after giving 24 (twenty four) hours’ notice, to audit the financial records in relation to room revenue of the Hotel. In the event any discrepancies are identified during the audit of the financial records, the Hotel Owner shall be liable to repay to STAY LINK 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 Hotel Owner shall immediately be liable to pay to STAY LINK, the applicable Service Fee on such understated amount. Further, in such an event, STAY LINK shall have the right to terminate the Agreement without any costs and/or liabilities and the consequences of termination as set out in the STAY LINK Terms and Conditions shall be applicable. Upon discovery of such a material breach, STAY LINK may in its sole discretion choose to adopt the average Walk-In Booking occupancy rate for the Hotel or the cluster that the Hotel is part of (in STAY LINK’s sole discretion).
8.1.5 In the event there is a delay beyond 30 (thirty) days in making any payments to STAY LINK by the Hotel Owner, STAY LINK 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, STAY LINK shall have the right to terminate the Agreement and the consequences of termination as set out in Clause 12 of the STAY LINK 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 Hotel Owner irrevocably and unconditionally represents, warrants and undertakes to STAY LINK that:
   9.1.1 the information given to STAY LINK prior to the date of the Agreement in relation to the Gross Room Revenues and other trading history of the Hotel 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 Hotel and is in compliance with all requirements to operate the Hotel, including but not limited to the following: consents, permits, licences and planning permission;
   9.1.3 the Hotel is suitable to be operated as an STAY LINK 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 Hotel 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 Hotel 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 STAY LINK.
   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 Hotel to the third party without taking prior written consent of STAY LINK (which shall not unreasonably be withheld or delayed).
   9.1.11 It shall pay to STAY LINK all amounts agreed under this Agreement, including but not limited to Service Fees, STAY LINK Channel Fee, Additional MM Fee (as applicable) etc.
   9.1.12 that the Hotel 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 Hotel 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 STAY LINK or to any guest caused by the action or inaction of the Hotel Owner.
    10.2 All debts, obligations and other liabilities incurred by the Indemnifying Party in the performance of its duties and in managing the Hotel 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 STAY LINK 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, STAY LINK makes a supply to the Hotel Owner (or any other person) (the “Recipient”)for VAT purposes and VAT is or becomes chargeable on such supply for which the Hotel Owner is required to account to the relevant tax authority, the Hotel Owner shall (or, as applicable, shall procure that the relevant other person shall) pay to STAY LINK (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, STAY LINK 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 Hotel Owner in accordance with this Clause 12.3 shall not take any effect and the Agreement shall not terminate in the event:
    i. the Hotel Owner owes any sums to STAY LINK 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, STAY LINK shall have all the right to adjust outstanding amounts owed by the Hotel Owner against the subsequent Reconciliation and/or to adjust against any payments to be made by STAY LINK to the Hotel 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 STAY LINK terminates this Agreement pursuant to this Clause 12.3, STAY LINK will reconcile basis the commercials agreed between the Parties on a pro-rata basis to the Break Date.
    12.3.5 If the Hotel Owner terminates this Agreement pursuant to this Clause 12.3, STAY LINK shall not be liable to pay any monies to the Hotel 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 Hotel Owner is in breach of including but not limited to Clause 3(Hotel Owner Obligations), Clause 5 (Intellectual Property), Clause 6 (Confidentiality), Clause 7 (Date Protection), Clause 15.1 and Clause 15.2 (“Transfers”) of the STAY LINK 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 STAY LINK 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. STAY LINK has issued a demand notice or a breach notice to the Hotel 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 Hotel Owner shall be liable to pay STAY LINK 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 Hotel has been in operation under the Agreement. If the Hotel 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 STAY LINK 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 Hotel Owner agrees and undertakes that the Liquidated Damages set forth herein above are in addition to any other rights and/or remedies available to STAY LINK under the Agreement, law and/or equity and represent genuine and reasonable estimate as to STAY LINK’s loss of future profits arising from the early termination of the Agreement and/or damages suffered by STAY LINK and are not a penalty or in lieu of any other losses, damages, legal costs, claims or payments arising under the Agreement, which STAY LINK is free to pursue without limitation or restriction.
    12.4.4 The Hotel 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 STAY LINK 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 STAY LINK. For the sake of clarification, termination of the Agreement is not a pre-condition to determine and demand Liquidated Damages from the Hotel 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 STAY LINK:
    The Hotel Owner shall be entitled to terminate this Agreement at any time by giving STAY LINK not less than 30 (thirty) days’ notice in writing:
    (a) in the event that the Hotel 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 Hotel Owner shall pay to STAY LINK:
    (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 Hotel Investment is provided by STAY LINK:
    (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 Hotel 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 Hotel Owner shall pay to STAY LINK:
    (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 STAY LINK 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 STAY LINK terminates this Agreement pursuant to this Clause 12.5, STAY LINK 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 STAY LINK
    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 Hotel Owner shall return to STAY LINK any digital devices supplied by STAY LINK.
    12.6.2 Upon termination or expiration of this Agreement for whichever reason, the Hotel Owner shall:
    (i) immediately remove all STAY LINK branding materials from the building and dispose of these materials as per STAY LINK’s direction and at the Hotel Owner’s own cost;
    (ii) not hold itself out as being associated with STAY LINK and shall cease to trade under the STAY LINK brand;
    (iii)pay on demand all sums owed to STAY LINK in priority before any other of the Hotel Owner’s creditors;
    (iv)continue to comply with the Confidentiality obligations at Clause 6 of the STAY LINK Terms and Conditions;
    (v)if required by STAY LINK, honour any advance and existing bookings for the period after termination at the rates and terms when the bookings were made, or to compensate STAY LINK for any costs incurred in relation to STAY LINK having to relocate the bookings. STAY LINK shall be entitled to seek compensation for any damage suffered to the STAY LINK brand as a result of the Hotel 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 Hotel Owner owes any sums to STAY LINK, STAY LINK may retain all OTA Distribution Channel details until such outstanding sums are paid and STAY LINK are able to offset any sums received against any monies owed by the Hotel Owner to STAY LINK under this Agreement. For the avoidance of doubt, STAY LINK shall not be responsible for any loss caused to the Hotel 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 STAY LINK 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 Hotel Owner shall repay to STAY LINK the Investment Sum and any other sums paid by STAY LINK 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 STAY LINK 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 STAY LINK’s obligations under this Agreement (including, but not limited to impacting STAY LINK’s ability to generate revenue or increasing the overall cost of performance of STAY LINK’s obligations under this Agreement) or if a Force Majeure Event has a material impact on the actual occupation of the Hotel then:
    14.1.1 STAY LINK’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 STAY LINK shall notify the Hotel 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 STAY LINK may terminate any obligation which the Force Majeure Event affects, or this Agreement, by serving written notice on the Hotel Owner. Notwithstanding the foregoing, upon termination of this Agreement, the Hotel Owner shall pay STAY LINK forthwith any sums payable to STAY LINK by the Hotel 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 STAY LINK for the Hotel. Notwithstanding anything contained in this Agreement, failure to make such payments will entitle STAY LINK 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 Hotel 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 STAY LINK (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 Hotel 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 Hotel by the Hotel Owner to a third party, without STAY LINK’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 STAY LINK provided by law, upon occurrence and during the continuance of any of the event in the foregoing clause, STAY LINK is authorized at any time and from time to time, without prior notice to the Hotel Owner, any such notice being waived by the Hotel 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 Hotel Owner or parent entity or group entity of the Hotel Owner with STAY LINK, towards any indebtedness at any time owing by the Hotel Owner to STAY LINK.
    15.2 Where the Hotel Owner is a company the Hotel Owner shall procure that there no sale, transfer or otherwise disposal of any shares in the Hotel Owner which shall result in a Change of Control without the prior written consent of STAY LINK (which shall not unreasonably be withheld).
    15.3 Save as provided herein, STAY LINK may assign, delegate or sub-contract its duties under this Agreement to a third party and shall notify the Hotel 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 (STAY LINK Standards) which may be amended from time to time by STAY LINK) 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 Hotel Owner shall apply the Investment Sum for the express purpose of the Transformation Works that are to be carried out at the Hotel.
    17.2 The cost of any future Transformation Works shall be borne by the Hotel Owner, unless otherwise agreed by STAY LINK.
    17.3 The Hotel Owner irrevocably and unconditionally agrees and undertakes that the payment of Investment Sum paid by STAY LINK is subject to certain conditions and STAY LINK standards to be followed by the Hotel Owner. In the event of non-compliance by the Hotel Owner of such conditions and STAY LINK standards, STAY LINK shall not be liable to pay such Investment Sum to the Hotel Owner neither during nor after the currency of this Agreement and the Hotel Owner shall have no right to claim such Investment Sum.
    18. PAYMENT OF ONLINE TRAVEL AGENT FEES
    18.1 Whilst the Hotel Owner acknowledges that any monies owed to any Distribution Channel need to be settled prior to the Soft Launch Date, STAY LINK may, at is absolute discretion, elect to pay such sums on behalf of the Hotel Owner. Such sums to be paid by the Hotel Owner on demand or STAY LINK shall have the right to offset against any sums owed by STAY LINK to the Hotel Owner in the first monthly reconciliation or in any subsequent Reconciliation.
    18.2 The Hotel 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 Hotel, STAY LINK has the right to offset such sums against monies owed to the Hotel Owner by STAY LINK 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 Hotel 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 Hotel 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%.
18. 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. STAY LINK CHANNEL FEE
    22.1 STAY LINK will charge an STAY LINK Channel Fee of 10% (exclusive of VAT) on all bookings made through STAY LINK channels unless otherwise specified in the Agreement.
    22.2 For the avoidance of doubt, any bookings through the Hotel website which are directed to an STAY LINK Channel shall not be subject to an STAY LINK Channel Fee.
    22.3 The STAY LINK Channel Fee may be amended by STAY LINK from time.
23. ADDITIONAL SERVICES
    23.1 At any point during the Term STAY LINK shall be entitled to introduce additional services which STAY LINK deems to be in the best interests of the Hotel 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 STAY LINK notifies the Hotel Owner that the same are optional.
    23.2 Where STAY LINK introduces the Additional Services, STAY LINK shall be entitled to charge a fee to the Hotel Owner for the provision of the Additional Services which shall be communicated to the Hotel Owner.
24. STAY LINK HUBS
    24.1 For the purpose of this Clause, “STAY LINK Hub”shall mean “an STAY LINK regional business centre or office representing a specific geographical area (as specified by STAY LINK from time to time)”.
    24.2 All hotels operating under an STAY LINK services agreement are assigned to an STAY LINK Hub.
    24.3 Should STAY LINK choose to close an STAY LINK Hub, STAY LINK shall be entitled to:
    24.3.1 re-assign a hotel to another STAY LINK Hub; or
    24.3.2 terminate the Agreement with the Hotel 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 Hotel 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 STAY LINK and the Hotel Owner and shall be reconciled by STAY LINK.
26. WALK-IN BOOKINGS
    26.1 If a Walk-In Booking is a no show or if it is cancelled and notified to STAY LINK through the STAY LINK 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, Hotel Owner consents to STAY LINK conducting a credit check on the Hotel Owner for the business purposes outlined within the Agreement.
28. TESTIMONIALS
    28.1 STAY LINK shall have the right to use any testimonials provided in relation to the Hotel for use in any promotional materials and purposes as STAY LINK may consider appropriate (the “Testimonials”).
    28.2 The Hotel Owner warrants that any Testimonials provided to STAY LINK shall comply with the Data Protection Legislation, and where such Testimonials involve an individual the Hotel Owner has obtained all necessary consents as required by Data Protection Legislation.
29. SET-OFF

30.1 Any sums owed by the Hotel Owner to STAY LINK, including but not limited to Liquidated Damages, shall be off-set/adjusted as part of any payment made to the Hotel and payable to STAY LINK immediately.
30.2 In addition to any rights and remedies of STAY LINK 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, STAY LINK is authorized at any time and from time to time, without prior notice to the Hotel Owner, any such notice being waived by the Hotel 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 Hotel Owner with STAY LINK and its platform towards any indebtedness at any time owing by the Hotel Owner to STAY LINK. STAY LINK agrees promptly to notify the Hotel 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 STAY LINK.
    32. RELOCATED BOOKINGS
    32.1 In the event that STAY LINK has to relocate any bookings at the Hotel, the Hotel Owner shall compensate STAY LINK for any costs incurred by STAY LINK. STAY LINK shall also be entitled to seek compensation for any damage suffered to the STAY LINK brand as a result of the Hotel 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 STAY LINK hotel management system.
    33. WI-FI PROVISION IN THE HOTEL
    33.1 The Hotel Owner shall ensure that Wi-Fi is available for guest use in all bedrooms and common areas in the Hotel with a minimum download speed of 5 Megabits per second at all times.
    33.2 The Hotel 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 Hotel.
    34. REFERRAL FEES
    34.1 The payment of any discretionary referral fee by STAY LINK shall only be in recognition of the introduction of a new Hotel to the STAY LINK partner network and conditional on the terms specified by STAY LINK 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, STAY LINK shall refer potential Clients to the Hotel Owner from time to time which may be in need of the Referral Services provided by STAY LINK.
II. In consideration of STAY LINK making the Referrals, the Hotel 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 Hotel Owner agrees and undertakes that any bookings/ contract/services introduced and/or secured by the Hotel Owner through STAY LINK 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 Hotel Owner through STAY LINK.
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 Hotel 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 STAY LINK, 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 STAY LINK and/or the market(s) in which STAY LINK operates. The Hotel Owner further agrees not to publish or make any defamatory, disparaging statements or media in connection with STAY LINK either during the course of the Agreement or following its termination. The Hotel Owner expressly agrees to this obligation as a condition for execution of this Agreement.
b) STAY LINK 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 STAY LINK.
c) In the event that the Hotel Owner wish to go ahead with the Client for introducing/sourcing a booking, the Hotel Owner agrees and undertakes to deal solely with STAY LINK 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 Hotel Owner by STAY LINK. This condition shall be applicable starting from date of introduction of agents/brokers/partners/end users introduced to Hotel Owner by STAY LINK and/or the date of any booking made by STAY LINK or agent/broker/partner subsequently vacating the Hotel, 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 Hotel 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 Hotel 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 STAY LINK. Such bookings shall at all times be routed only through STAY LINK as an exclusive introducer of the Hotel. 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 Hotel Owner by STAY LINK and/or the date of any booking made by STAY LINK or agent/broker/partner subsequently vacating the Hotel, 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 Hotel Owner during or after a Referral and requests that the Hotel Owner undertakes work or further work for such Client, the Hotel Owner shall, as soon as reasonably practicable but not later than 7(seven) days and to the extent permitted by the Client, notify STAY LINK of such approach and make introductory payments in accordance with this Agreement.
f) STAY LINK shall publicise Hotel Owner’s services only to the extent necessary to secure Referrals.
g) Any subsequent introduction of the Client by the Hotel 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 STAY LINK to the Hotel Owner for a Client already working with the Hotel Owner prior to the date of Referral, the Hotel Owner shall immediately inform STAY LINK 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 Hotel Owner prior to the date of the Referral, however, the Hotel Owner was not able to secure any contract with the Client without the intervention of STAY LINK.

35. UPDATES TO THE TERMS AND CONDITIONS
    35.1 STAY LINK 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 STAY LINK, the following parameters are to be used for guidance by the Hotel 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 STAY LINK prior to commencing work.
1. STAY LINK Hotel 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 Hotel.

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.