Crossroads Venues
1.1Crossroads Venues shall offer following services to Venue Partner ("Services")
1.2Sales and marketing of the Venue including listing of the Venue on the Website and other online and offline channels to increase visibility of the Venue to potential customers.
1.3Organize occasional promotional activities for the Venue such as food tasting events and/or any other promotional activity/events including the Venue in its print campaign (as and when they happen) and may also provide writing reviews/blogs about the Venue as mutually agreed between Crossroads Venues and Venue Partner.
1.4Designate a sales-person to manage the sales for the Venue ("Designated Sales Manager"). The Designated Sales Manager will manage sales and customers for the Venue from all channels and sources such as through Website, Venue's social media websites, etc.
1.5Coordination with customers for visits to Venue, taking bookings, collection of Advance Amount from customer, preparing and finalizing CCF.
1.6Crossroads Venues may periodically offer to the Venue Partner an option to avail certain value added Services such as new or improved technologies, tools, revenue management services, applications etc. in relation to venue as per mutually agreed terms and conditions.
2.1Crossroads Venues may facilitate services to customers through third party vendors as mentioned in Appendix A, on terms and conditions agreed between Crossroads Venues, vendors and customers. Venue Partner shall cooperate with such third party vendors and allow access to the Venue for the purpose of providing their services.
3.1The Venue Partner agrees to make payment of the Service Fee and other listed fees and charges in the Commercial Terms to Crossroads Venues.
3.2Crossroads Venues shall provide a statement showing reconciliation of the accounts to the Venue Partner. The Venue Partner shall be required to raise any payment related issues within seven (07) days of receiving the reconciliation statement. All reconciliation statements shall be deemed accepted in the event no issue/dispute is raised by the Venue Partner in the prescribed time. All issues pertaining to payment and reconciliation of accounts are a contractual matter and the Parties shall endeavor to resolve them amicably.
3.3After reconciliation with the Venue Partner, Crossroads Venues will retain the Advance Amount collected and both the Parties shall settle the amount(s) within 7 working days of signing-off the reconciled amount.
3.4In case of booking level reconciliation with the Venue Partner, Crossroads Venues will transfer surplus (net-off Crossroads Venues Service Fee + applicable tax) within 7 working days from the date of receipt of the Advance Amount. Until then, the entire Advance Amount collected from the customer shall come into the Crossroads Venues bank account only.
3.5All payments to the Venue Partner will be made by Crossroads Venues directly to the account of Venue Partner notified in Appendix A.
3.6If there are dues pending from the Venue Partner to Crossroads Venues, then Crossroads Venues reserves the right to adjust/set off the outstanding dues along with its Service Fee against the Advance Amount received for other events booked for the Venue.
4.1The 'Advance Amount' is the percentage of the total booking amount plus applicable taxes to be collected by Crossroads Venues from the customer to confirm a booking.
4.2Any booking that is done with an amount less than Advance Amount is termed as 'Tentative Booking'. In order to confirm a booking, customers will need to pay the remaining Advance Amount within 7 days from the date of marking Tentative Booking.
4.3Crossroads Venues reserves an unconditional right to revoke the Tentative Booking and refund the Advance Amount paid by the customer in case the customer fails to deposit the balance Advance Amount within 7 days.
4.4The Venue Partner shall not cancel any booking made through Crossroads Venues, pursuant to this Agreement, without prior written consent from Crossroads Venues.
4.5The Venue Partner acknowledges that the Venue Partner receives the amount collected from the customer after deducting the Service Fee as mentioned in clause 3.3 and 3.4. As such the Venue Partner shall not be entitled to ask the customer to seek the refund of the Advance Amount from Crossroads Venues for any reason whatsoever.
4.6In the event of customer cancellations, Venue Partner shall be solely liable to settle and refund to the customer, against the payment made by the customer for the package. The amount payable by Crossroads Venues to the Venue Partner will either be transferred or adjusted in the monthly reconciliation after deducting the Cancellation charges (as mentioned in Commercial Terms) provided Crossroads Venues has received a written confirmation of the refund paid by the Venue Partner and received by the Customer.
4.7The Venue Partner shall be liable to refund all customer payment without any delay to the customer on account of: (a) mis-representation by the Venue Partner; or (b) unavailability of Venue (e.g. Venue sealing, Venue damaged post booking); or (c) non-fulfillment or gross deficiency of CCF requirements.
5.1Crossroads Venues may place signage at a prominent location outside/inside the Venue as shown in Appendix B. The Venue Partner shall place a certificate of association with Crossroads Venues at a prominent place in the Venue so as to be clearly visible to the customer(s) visiting the Venue.
5.2However, in case of expiry / early termination of this Agreement, Crossroads Venues shall have the right, but not obliged, to remove the same and shall not be held responsible for any or all liabilities that may arise due to such signages/ hoardings/ boards in any manner whatsoever. However in case of co-branding, the cost of such installation shall be equally borne by both the Parties.
6.1Crossroads Venues assures customers of delivery of commitments specified in the CCF. Upon Confirmed Booking, the Designated Sales Manager or any other officer appointed by Crossroads Venues for this purpose shall document all commitments made to the customers under the customer commitment form ("CCF") and share the same with the Venue Partner.
6.2The Venue Partner shall ensure fulfilment of all such commitments in the manner recorded in the CCF. Once acknowledged by the Venue Partner, the Venue Partner shall deliver and conduct the event as per the CCF.
6.3The Venue Partner shall appropriately compensate the customer in case of failure to deliver and/ or under-delivery on any commitments made to the customer under CCF and indemnify and keep indemnified Crossroads Venues from all customer claims, demands and costs incurred by Crossroads Venues in this regard.
6.4The Venue Partner acknowledges that Crossroads Venues receives customer feedback through rating system where customers rate their experience of the event held at Venue out of total score of 5 in addition to reviews and responses, whether on social media, verbally, in writing or otherwise ("Quality Score Policy") that allows Crossroads Venues to measure the quality of the Venue, including in relation to guest experience. Crossroads Venues shall communicate the parameters on which the Venue will be measured from time to time and the Venue Partner agrees to comply with the Quality Score Policy. The Venue Partner understands that poor performance may result in an impact on marketing visibility; Venue's listing being suspended, and termination of this Agreement.
The Venue Partner represents and warrants that:
7.1it is duly organized and validly existing under Applicable Law;
7.2has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to consummate the transactions contemplated herein;
7.3has full legal right, power and authority to carry on its business as proposed under this Agreement;
7.4neither the execution nor delivery of this Agreement, nor fulfillment nor compliance with the terms and provision hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter document or bye law, if any, or any agreement, restriction, instrument, order, judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.
7.5it shall maintain lawful and undisputed ownership of the Venue throughout the term of this Agreement.
7.6it shall procure and produce a no objection certificate from the owner(s) of the Venue/property expressing the owner's consent towards the Venue Partner entering into this Agreement with Crossroads Venues or maintain a lawful, valid and subsisting lease of the Property throughout the term of this Agreement, in the event the Venue Partner's interest in the Venue is derived through a lease arrangement.
7.7The venue is not in violation of any Applicable Laws or regulations that could affect the services and business arrangement contemplated under this Agreement with Crossroads Venues or draw risks or liabilities towards Crossroads Venues in any manner.
7.8it has not been charged with or been found guilty of any offence punishable under the Indian Penal Code, 1860 or provisions of any other applicable law.
The Venue Partner shall:
8.1Be responsible for maintaining and up keeping the Venue and to ensure smooth functioning and running of all operations within the Venue for hosting of events/functions at the Venue ("Venue Services").
8.2Provide particulars of the venue (including but not limited to name, location, map, amenities, facilities, photographs, videos etc) to Crossroads Venues for listing the Venue on the Website and inform Crossroads Venues immediately of any discrepancies in the particulars mentioned on the Website. The Venue Partners shall permit Crossroads Venues to take and publish pictures of the Venue to help improve the visibility of the venue on the website but does not claim any performance or saleability of the venue on account of listing. It is understood and agreed by the Venue Partner that the intellectual property rights for all such images shall rest solely with Crossroads Venues.
8.3Provide the Venue Services to the customer at the Venue in terms of the CCF at its sole responsibility as an independent third party;
8.4Fully and accurately report all Revenue generated from the Venue through sources such as Website, Venue's social media websites, etc by the Venue, and to pay Crossroads Venues, its fees under the Commercial Terms. In the event Venue Partner fails to report the Revenue accurately as mentioned herein, the Venue Partner would have breached a material obligation.
8.5Ensure availability of uninterrupted electricity supply;
8.6Ensure adequate housekeeping facilities on the day of the event/function;
8.7Provide office space and infrastructure for the Designated Sales Manager as well as any other Crossroads Venues sales representatives/manager as may be requested by Crossroads Venues;
8.8Shall take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Venue;
8.9Procure and maintain general comprehensive insurance for the Venue including but not limited to fire etc. in order to ensure and safeguard the venue and rights and interests of the customers/guests.
8.10To enable Crossroads Venues to successfully manage all banqueting related online content for the Venue/Venue Partner on Google and/or any other third party banquet listing website, the Venue Partner shall authorize Crossroads Venues to manage online listing, etc. for and on behalf of the Venue Partner. The Venue Partner shall update the email id of Crossroads Venues [email to be added] wherever required by Crossroads Venues.
8.11The Venue Partner allows Crossroads Venues to send generic communication or information pursuant to the Agreement to the Venue Partner through WhatsApp and email via the mobile no. and email id provided by Venue Partner in the Agreement.
The Venue Partner shall:
9.1comply with all Applicable Laws in operating the Venue and offering the Venue Services.
9.2perform its obligations under this Agreement in compliance with all Applicable Laws and will obtain and maintain and keep current, at its own cost, in full force and effect, any permits, licenses, consents, approvals, registrations and authorizations including but not limited to GST Registration, applicable GST compliances, FSSAI, health, trade licenses, building approvals, Venue related licenses, registrations, and NOC's as may be applicable and any other license necessary for establishing and operating the Venue, carrying on its business and for the performance of its obligations hereunder.
9.3shall ensure that all its officers, employees and agents remain compliant at all times with all laws, rule, regulations and notifications pertaining to anti-bribery, anti-corruption and money laundering and/or corrupt payments including but not limited to Prevention of Corruption Act 1988, Indian Penal Code, 1860, Foreign Contribution (Regulation) Act, 2010, Prevention of Money Laundering Act, 2002, Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 including any such policies of Crossroads Venues (along with their modifications) that the Venue Partner and its officers, employees, third party service providers/contractors and agents may be required to comply with from time to time.
9.4not, directly or indirectly, employ or engage with third parties that employ persons who are under the permissible legal age at the Venue including engagement of child labor and/or bonded labor, and the Venue Partner will remain in compliance with all applicable labor law.
9.5maintain compliance with all Applicable Laws including but not limited to Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 ("POSH") and provide a safe environment for its employees, contractors, visitors and guests and to promptly report any instances of violation to the local law enforcement agencies and Crossroads Venues.
9.6shall at all times remain compliant with Applicable Laws relating to employment, safety, health, payment of wages and statutory dues including but not limited to Payment of Wages Act 1936, The Employees Provident Fund and Miscellaneous Provisions Act 1952, Employees State Insurance Act 1948, Contract Labor (Regulation and Abolition) Act, 1970 etc.
9.7shall ensure that all its officers, employees, contractors and agents do not use, possess, distribute, sell or be under the influence of illegal drugs at the Venue and maintain strict compliance with all local legislations and rules in this respect. The Venue Partner shall ensure that Venue is not used for any illegal activities.
9.8In case Venue Partner provides boarding and or accommodation services including rooms under its own brand / establishment the same shall be provided at its sole responsibility as an independent third party and shall comply with all government rules and regulations.
10.1All fees charged by Crossroads Venues to the Venue Partner for providing services shall be exclusive of all taxes applicable on such transactions.
10.2Each Party, with respect to the services rendered in its individual capacity, is solely responsible for compliance of all Applicable Laws and payment of all applicable taxes, cess or duties as may be required. The Venue Partner agrees and undertakes to comply with all provisions of Central Goods and Services Tax Act, 2017 as amended from time to time. Crossroads Venues is in no manner responsible for ensuring such compliance, including payments of any taxes (GST or otherwise) on the banquet services and associated services, except if required under the provisions of the law.
10.3In the event Crossroads Venues is made liable to pay any tax under any law for the time being in force applicable on Venue Partner, then Parties agree that Crossroads Venues shall have the right to recover the same from the Venue Partner. The Venue Partner shall pay such amount without any demur or protest. Furthermore, the Venue Partner shall indemnify and keep Crossroads Venues indemnified against any and all tax related claims/ charges/ levies/ penalties/ costs/ deficiency. Crossroads Venues may furnish a certificate/ document to demonstrate such a claim for payment and proof of deposit of such tax from time to time.
10.4The Venue Partner is aware that as per latest notification under GST Act, if the declared tariff of the room per night is more than INR 7500/- (Indian National Rupees Seventy-Five Hundred Only), the applicable rate of GST to be charged on F&B services shall be 18%. The Venue Partner undertakes to notify Crossroads Venues in writing on real time basis about the declared tariff in case it is more than INR 7500/- (Indian National Rupees Seventy Five Hundred Only) for a room per night, whether the price is published, presented or displayed anywhere by Venue Partner. In the event Venue Partner fails to inform Crossroads Venues about the declared tariff as per GST Act, Venue Partner shall be solely liable for any legal and penal consequences that may arise on account of wrong tariff declaration.
11.1Crossroads Venues has made and is making considerable investment in its business and associated technology to create a distinguished range of service offerings to its venue partners as well as customers. Venue partners who have executed this Agreement and fulfil the conditions herein (during the tenure of this agreement) are entitled to have their venues marketed under the brand Crossroads Venues jointly with the venue name.
12.1Guest Data: The Venue Partner acknowledges that personal information of the customer is collected by Crossroads Venues and shared with the Venue Partner only for the purpose of this Agreement and Venue Partner also collects personal information of the guests upon booking the Property. The Venue Partner also acknowledges that Crossroads Venues is the owner of all rights, title and interests in the Data (regardless of the source of such Data and the manner of its collection). The Venue Partner agrees to collect, process, store and use Data in accordance with the provisions of the Information Technology Act, 2000 and the rules made thereunder or any other law for the time being in place and in the manner provided for in Crossroads Venues's Privacy Policy available on the Website.
12.2Venue Partner Data: The Venue Partner acknowledges and expressly consents that Data (whether or not in aggregated, pseudonymised and/or anonymised form) related to the Venue Partner, the Venue and other parameters collected under this Agreement may be used, transmitted, processed, shared and transferred by Crossroads Venues (to other entities under the Crossroads Venues group or third parties), (i) for performance evaluation, optimization and improvement (ii) benchmarking (iii) for marketing and advertising; (iv) where Crossroads Venues has a duty to or are permitted to disclose Data under Applicable Law or under a court/ Government order; (v) in connection with any merger, sale of company assets, consolidation or restructuring, financing, liquidity event or acquisition or (vi) any other lawful purpose.
13.1In order to ensure strict compliance with Revenue reporting and account reconciliation for the Venue, Crossroads Venues reserves the right to conduct physical inspections and audits through various means inter alia digital audit, audit through third party agencies etc. Based on the audit findings, Crossroads Venues may as it deems fit and appropriate, recover the unreported Revenue in addition to imposition of penalties equivalent to such amount, during its monthly/quarterly account reconciliations with the Venue Partner. Crossroads Venues shall also have the right to conduct digital and/or a physical inspection of the Venue and/or to examine any operating standards, policies and files maintained by the Venue Partner or its property manager.
14.1The Venue Partner acknowledges that Crossroads Venues or its affiliates are the exclusive owner of the trademarks associated with Crossroads Venues and that the Venue Partner shall not make any claims on the Crossroads Venues trademarks except as expressly contemplated under this Agreement for the use of Services. The use and license of the Crossroads Venues trademarks is directed towards promoting the Venue Partner in its network in a manner that may enhance the goodwill associated therewith.
14.2The Venue Partner undertakes not to do anything prejudicial to the Crossroads Venues trademarks or damage or harm Crossroads Venues's goodwill and reputation. Any breach by Venue Partner in respect thereof may cause irreparable harm and injury to Crossroads Venues and its intellectual property.
14.3In the event the Venue Partner becomes aware of any infringement of the Crossroads Venues trademarks by any other party, the Venue Partner shall immediately notify Crossroads Venues in writing.
14.4The Venue Partner shall indemnify Crossroads Venues to the fullest extent permitted under Applicable Law from and against all damages arising out of any claim by a third party against Crossroads Venues. In the event Crossroads Venues or any of its group companies is implicated as a party to proceedings such as the aforesaid, the Venue Partner agrees to compensate Crossroads Venues for all reasonable and necessary costs related thereto, including but not limited to reasonable attorneys' fees.
15.1Confidential Information shall mean to include but not be limited to brand standards, operating standards, technology, systems, training manuals, financial details, account and sales information, guest details and the terms of this Agreement, whether shared through any oral or written information exchanged between the Parties directly or indirectly, before, during or after the execution of this Agreement or in connection with the preparation and performance of this Agreement ("Confidential Information").
15.2The Parties undertake not to copy or disclose any Confidential Information to any third party and not use it for any other purpose except as required for the due performance under this Agreement.
15.3The Venue Partner agrees and undertakes to keep the Commercial Terms confidential and shall not disclose the Commercial Terms to any third party including but not limited to other venue owners, vendors, customers etc. Any violation of this clause would be considered a material breach of the Agreement.
15.4The obligation under this provision shall survive termination or expiration of this Agreement.
15.5The obligations contained in this Section will not apply to the extent that a Party can demonstrate that the Confidential Information: (a) is part of the public domain at the time of disclosure or properly became part of the public domain, by publication or otherwise; (b) is rightfully acquired by a Party prior to disclosure by the other Party; (c) is independently developed by a Party or its Representatives without reference to the Confidential Information; (d) is received by a Party or its Representatives from a third party who, to the best of the knowledge of such Party or its Representatives, was not in violation of a duty of confidentiality; or (e) is required to be disclosed under Applicable Laws or a government agency or by any court / tribunal /regulatory authority of competent jurisdiction.
15.6The Venue Partner agrees to ensure that their officers, employees, contractors & agents adhere to the confidentiality terms mentioned herein.
16.1Notwithstanding anything to the contrary contained herein and except for the accrued payment obligations under the reconciliation till date of the force majeure event, neither party shall be liable for any delays or failures in performance (including cases where performance is commercially unviable) resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, outbreak of an epidemic and/or pandemic, natural disasters, severe damage or destruction to the Property, imposition of lockdown by any local, state and central government, significant or partial travel restrictions, interruptions or malfunction of computer facilities, cyber-attacks, irretrievable breakdown of the website, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest.
16.2Notwithstanding the foregoing, in the event of such an occurrence for a period not less than 7 (seven) days, Crossroads Venues reserves the right to terminate this Agreement with immediate effect and the Venue Partner and Crossroads Venues shall undertake a full and final settlement for all outstanding dues or waive the performance of all or parts of this Agreement or defer the performance of the obligations of both the Parties under this Agreement. During the occurrence and/or subsistence of any Force Majeure Event, Crossroads Venues shall not be under any obligation to pay any Revenue Guarantee to Venue Partner.
17.1Indemnification by Crossroads Venues: Crossroads Venues will defend the Venue Partner against any claim, suit or proceeding made or brought against the Venue Partner by a third party alleging that the use of the "crossroadsvenues.com" brand or the Website in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (hereinafter a "Claim Against Venue Partner") and will indemnify the Venue Partner from any proven damages, reasonable attorney fees and costs finally awarded (in a non-appealable order) against the Venue Partner as a result of, or for amounts paid by the Venue Partner under a court-approved settlement of a Claim Against Venue Partner, provided that the Venue Partner: (a) promptly gives Crossroads Venues a written notice of the Claim Against the Venue Partner; (b) gives Crossroads Venues sole control of the defense and settlement of the Claim Against the Venue Partner (except that Crossroads Venues may not settle any Claim Against the Venue Partner unless it unconditionally releases Crossroads Venues of all liability); and (c) gives Crossroads Venues all the reasonable assistance at the expense of Crossroads Venues.
17.2If Crossroads Venues receives information about an infringement or misappropriation claim related to Website, Crossroads Venues may in its discretion and at no cost to the Venue Partner: (i) modify the Website so that it no longer infringes the rights of such third party; (ii) obtain a license for the Venue Partner for the continued use of the Website in accordance with the terms of this Agreement; (iii) terminate the Agreement upon giving thirty (30) days written notice and refund the Venue Partner any prepaid fees it has collected for usage of the Website, if any, for period post the claim of infringement. The above defense and indemnification obligations do not apply to the extent a Claim Against Venue Partner arises from data/content/information provided by the Venue Partner or breach of the Agreement or non-compliance of applicable law by the Venue Partner.
17.3Indemnification by Venue Partner: The Venue Partner will defend Crossroads Venues, its officers, directors, entities in the Crossroads Venues group, agents, and employees against any claim, suit or proceeding made or brought against Crossroads Venues by a third party (i) due to usage of the Website that has infringed such third party's intellectual property rights; (ii) for breach of any obligations under this Agreement; (iii) default or delay in refund to customer(s) on account of cancellation of booking of any event by the customer; (iv) for negligence or other tortious conduct of the Venue Partner; (v) for misrepresentations made by the Venue Partner; (vi) for any non-compliance of Applicable Law, including delay in payment/ non-payment of taxes and delay in filing/ non-filing of tax returns; (vii) for actions which may bring disrepute to Crossroads Venues's reputation and brand; (viii) in the event the settlement beneficiary for the payments to be made under this Agreement by Crossroads Venues is different from the authorized representative signatory to this Agreement; and (ix) loss or damage suffered by Crossroads Venues due to the Venue Partner's fraud or misconduct or negligence while offering Venue Services ("Claim Against Crossroads Venues"), and will indemnify Crossroads Venues from any damages, attorney fees and costs finally awarded against Crossroads Venues as a result of any of the aforesaid acts/omissions of the Venue Partner or for amounts paid by Crossroads Venues under a settlement of a Claim Against Crossroads Venues, if in Crossroads Venues's sole opinion, it is commercially expedient and prudent to do so.
17.4This Section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section or under the Agreement.
18.1Other than remedies specifically provided under this Agreement by way of liquidated damages, neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for loss of profit or revenue etc.) whether under contract or in tort and even if the other party had been advised of the possibility of such damage or loss. In no event, shall Crossroads Venues's liability under or in connection to the Agreement exceed the Service Fee paid by the Venue Partner to Crossroads Venues for a period of 2 (two) months preceding the date of such claim.
19.1The term of this Agreement shall be 1 year from the Start Date ("Term"). Upon the expiry of the Term of the Agreement, the Agreement shall stand extended for additional terms of one (1) year, unless either Party communicates in writing its intention not to renew the Term to the other Party, at least thirty (30) days prior to the expiration of the Term.
19.2Either Party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other Party without assigning any reason thereof.
19.3Notwithstanding anything contrary mentioned in this Agreement, Crossroads Venues shall be entitled to terminate the Agreement anytime without notice if:
19.3.1There is a material breach of the Agreement by Venue Partner or there has been a misrepresentation by the Venue Partner and it fails to cure the said breach within a period of 15 days from the date on which it is notified of the said breach;
19.3.2if Venue Partner files for voluntary liquidation, or goes into compulsory liquidation; or proceedings under the relevant insolvency and bankruptcy laws are initiated against the Venue Partner;
19.3.3if there is a dispute or threat of a dispute concerning title of the Venue;
19.3.4if there is a proposal of land acquisition in respect of any material part of or all of the Venue being affected by any governmental body;
19.3.5if the Venue Partner sells the Venue to a third party without Crossroads Venues prior written consent;
19.3.6If Venue Partner commits any illegal activities at the Venue;
19.3.7If Venue Partner ceases to be the owner of the Venue or lease agreement for the Venue expires or is terminated for any reason whatsoever;
19.3.8if Venue has poor Quality Score Policy 3 times;
19.3.9The Venue Partner and/or its representatives engage in unlawful acts or acts that disparage Crossroads Venues in a private/ public set up, on social media/print media;
19.3.10Any act or omission of the Venue Partner and/or its representatives results in financial loss and/or reputational harm to Crossroads Venues;
19.4The Venue remains suspended for a period of 45 days.
19.5Upon termination or expiry of this Agreement for any reason whatsoever,
19.5.1Crossroads Venues and the Venue Partner shall undertake an account reconciliation, and subsequently a full and final settlement with respect to the Venue including all amounts which are payable by the Venue Partner under this Agreement to Crossroads Venues. The Venue Partner shall clear all the payments due to Crossroads Venues within next (7) seven business days from the termination of the Agreement, failing which Venue Partner shall be liable to pay such amount with interest at the rate of 18% (eighteen per cent) per annum from the date of default until the date such payment is realized. It is hereby clarified that 'payments due to Crossroads Venues' will include payment due from all the events that have been hosted at the Venue before the termination of the Agreement and also payment due from the events whose bookings have been made by the customer prior to the termination of the Agreement;
19.5.2The Venue Partner shall honor all bookings made at the Venue up until the date of termination and continue to discharge all its obligations under this Agreement;
19.5.3The Venue Partner shall have no right to use any Confidential Information provided to the Venue Partner under this Agreement and shall forthwith return to Crossroads Venues any such Confidential Information in its possession;
19.5.4The Venue Partner shall at its own cost remove all internal and external Branding from the Venue. Venue Partner shall cease to use Crossroads Venues's name, logo or any of the associated Crossroads Venues trademarks, and shall not represent itself in any manner to be associated with Crossroads Venues;
19.5.5The Venue Partner acknowledges that Crossroads Venues reserves the right to list the Venue on its Website even post expiry/termination of the Agreement unless Venue Partner specifically informs Crossroads Venues in writing to remove its listing upon expiry/termination of the Agreement.
20.1Other than forms of communication specifically laid out in this Agreement, all notices and other communications between the Parties must be in writing. All notices under this Agreement must be given by (i) registered post (postage prepaid) with acknowledgment due, or (ii) through electronic mail (e-mail), or prepaid courier service. In case of notice issued to the Venue Partner, the same shall be sent on its registered e-mail address provided to Crossroads Venues at the time of onboarding and in case of notice to Crossroads Venues, the same shall be sent on the below mentioned details. A Notice given in accordance with this section shall be effective, in case of e-mail, on the day on which it is issued unless the sender receives an automated reply stating that the email is undelivered or, if sent by registered post or courier, upon receipt. Any change of address must be communicated in writing.
For Crossroads Venues: RISHI ASSOCIATES, Attention: Legal Department. Registered Address: [address to be added]. Email: [email to be added]
For Venue Partner: as mentioned in Venue Partner Details.
21.1The parties' relationship, as established by this Agreement, is solely on a principal to principal basis. Venue Partner has specifically authorised Crossroads Venues to provide the Services under the Agreement. Neither party is a legal representative, agent or employee of the other party and other than specifically authorised under this Agreement, neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
22.1No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by Parties, provided however, (i) Crossroads Venues reserves the right to amend any of the Commercial Terms of this Agreement by way of a prior written intimation to the Venue Partner duly acknowledged and accepted by the Venue Partner and (ii) Crossroads Venues reserves the right to modify the existing Privacy Policy and intimate such change to the Venue Partner.
23.1The Venue Partner shall not assign this Agreement or any of its rights or obligations herein, or its rights to the Property, to any third party without Crossroads Venues's prior written consent. In the event there is a likelihood of change in the control or management of the Venue Partner or the Venue, the Venue Partner shall inform Crossroads Venues in writing at least thirty (30) days in advance and Crossroads Venues shall be entitled to terminate the Agreement with immediate notice and no liability shall accrue on Crossroads Venues for such termination.
23.2Crossroads Venues reserves the right to assign or transfer any of its rights and obligations (in whole or in part) under this Agreement to any affiliate pursuant to a merger or consolidation, transfer of business or other similar transactions without the prior consent of the Venue Partner. Crossroads Venues shall however inform the Venue Partner in writing within a reasonable time thereafter.
24.1The Parties acknowledge and agree that if any of the provisions of this Agreement is deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from this Agreement and the remaining provisions of this Agreement shall remain valid and enforceable and binding on the Parties.
No waiver of any breach of or compliance with this Agreement or failure to exercise any right or remedy in consequence thereof will constitute the waiver of any other breach or non-compliance or prevent subsequent enforcement of such term or condition, and no waiver will be effective unless made in writing and signed by the waiving party's authorized representative.
The persons signing (physically, electronically or through legally recognized means of execution) this Agreement on behalf of the respective Parties represent and covenant that they have the authority to sign and execute this Agreement on behalf of the Parties for whom they are signing and bind them to the obligations herein.
This Agreement may be executed in electronically generated counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The English language text of this Agreement shall prevail over any translation thereof. In the event of any inconsistency arising between the electronically generated version and the printed version of this Agreement, the electronically generated version of the Agreement shall prevail.
28.1This Agreement shall be construed and enforced in accordance with the laws of India.
28.2Any dispute, claim or controversy arising out of or in connection with this Agreement or its performance, including the validity, interpretation or application hereof ("Dispute"), shall to the extent possible be settled amicably by negotiation and discussion among the Parties. Failing such an amicable settlement within 30 days from the receipt of a written notice the dispute shall be referred to arbitration under the Arbitration and Conciliation Act as amended till date. Such arbitration shall be conducted by a sole arbitrator appointed by an independent arbitral institution, viz. Centre For Alternative Dispute Resolution Excellence, [address to be added], under its rules as amended from time to time, which rules are deemed to be incorporated by reference herein.
28.3Either party may approach The CADRE for its rules and appointment of an arbitrator by writing an email to [email to be added] with request to appoint an arbitrator and copying the email to the other Party. The Parties agree that the maximum permissible fees payable to the arbitrator for conducting the arbitration proceedings shall be in accordance with the fourth schedule of the Arbitration and Conciliation Act, 1996. In the event of any conflict between the rules of The CADRE and the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration and Conciliation Act, 1996 shall prevail.
28.4The arbitration shall be conducted in English. The juridical seat and venue of arbitration shall be Delhi and the courts of New Delhi shall have exclusive jurisdiction for any applications arising out of the arbitration.
28.5The Parties may represent themselves or through counsel. The arbitration proceedings shall be conducted online without the need for a physical appearance unless specifically requested by the arbitrator. The parties agree to resolve the dispute through fast track mode as per section 29B of the Arbitration and Conciliation Act 1996. Unless the arbitrator decides at his discretion (on a written application moved by either of the parties) that oral evidentiary hearings are necessary for the purpose of the arbitration, the arbitration shall be conducted only on the basis of the documents via online platform. However, the decision of the arbitrator with respect to the mode of conducting the arbitration shall be final and binding upon the parties.
28.6The award shall be in writing and final and binding on the Parties. The Parties shall be responsible to bear their respective costs and expenses in relation to any such arbitration proceeding and are subject to the final award being passed by the arbitrator i.e. both the parties shall share the cost jointly during the conduct of the arbitration proceedings with respect to the administrative charges and arbitrator fees. However, the arbitrator shall have the discretion to order costs i.e. passing a cost award in favour of the successful party along with the final award.
28.7If for any reason The CADRE refuses to act or does not acknowledge the email for appointment of an arbitrator or fails to appoint an arbitrator within a period of 5 days from the date of the email containing a request for appointment, then Crossroads Venues shall have the right to name another independent arbitral tribunal to appoint the sole arbitrator and conduct the arbitration.
The Venue Partner hereby agrees that during the term of this Agreement and for a period of six (6) months from the termination thereof, Venue Partner shall not, directly or indirectly, through an existing company, unincorporated business, affiliated party, or otherwise, solicit, recruit, or attempt to solicit or recruit any current and/or future employees, officers, consultants or directors of the Crossroads Venues or its affiliates for employment or in any consulting or similar capacity, nor shall the Venue Partner induce any employee, officer, consultant or director of the Crossroads Venues or its affiliates to terminate or breach an employment, contractual or other relationship with the Crossroads Venues or its affiliates.
“Activation Fee” shall mean an amount as set out under the Commercial Terms to be paid by the Venue Partner to Crossroads Venues at the time of execution of this Agreement towards onboarding of the Venue on the Website for the purpose of this Agreement.
“Applicable Law” shall mean and include the laws, rules, regulations, directives, notifications of India that govern this Agreement and the activities contemplated herein and any amendments thereto;
“Commercial Terms” shall mean the commissions and fees charged by Crossroads Venues for the provision of Services under this Agreement as first agreed below and/ or agreed subsequent to the signing of this Agreement;
“Data” shall mean any and all information (whether in verbal, written, manual or electronic form) received by the Parties through the Website, OTA, call centers, travel agents, directly from the guests, at the Venue and/ or exchanged / received pursuant to the execution of this Agreement which includes but is not limited to Crossroads Venues's information, Venue Partner's information, Venue description and images, guest information, guest histories and preferences, guest identification details, etc.;
“Platform Fee” means fixed fee as set out under the Commercial Terms charged towards use of Crossroads Venues's technological know-how.
“Revenue” for the purpose of calculation of Service Fee, shall mean all revenue generated from a customer's booking of the Venue, including but not limited to the following: (a) all applicable rental charges for the Venue; (b) services availed from the Venue Partner directly or arranged by Venue Partner through service vendors such as DJ services, food and beverage, décor and other services ("Ancillary Services") related to the booking at the Venue; (c) charges for room rentals in or connected to the Venue availed through Crossroads Venues; and (d) all other services availed by the customer in relation to the event at the Venue or through Venue Partner from all demand channels, both online and offline, Website, by Venue Partner, social clients, corporate clients.
“Service Fee” shall mean a certain percentage (%) of Revenue as set out under the Commercial Terms charged towards the Services.
“Website” shall mean the website www.crossroadsvenues.com, a technology enabled wedding planning platform operated and managed by Crossroads Venues whereby users can explore, choose and book from over thousand listed venues and wedding services vendors that cater to weddings, social and corporate events and offer such other related services to customers.
Any service the Parties mutually agree may not be sold will be struck off with a sign-off against it.