This Software Subscription and Maintenance Agreement (hereinafter referred as the “Agreement”)

I.    Definitions

1. "myhotelCRM" means Sales Automation Solution / CRM a product of Bingoforge Pvt. Ltd.
2. " myhotelCRM Enterprise version" means the complete solution suite of the Hotel Sales CRM (myhotelCRM).
3. "Maintenance Services" means the support and maintenance services provided by Bingoforge to the Hotel under this             Agreement, as specified in Appendix 2.
4. PMS means Property Management Solution that the hotel has deployed.
5. CRM means Customer Relationship Management.

  II.   Scope

1. Services: Bingoforge shall provide subscription services to the hotel as mentioned in Appendix 1 to this agreement.
2. Maintenance: Bingoforge shall host and do the maintenance services in connection with the myhotelCRM software installed as mentioned in Appendix 2 to this agreement.
3. When the CRM coordinator at Hotel informs Bingoforge Support that they are facing any errors or issue, Bingoforge Functional Officer will, within the specified Response Time, either.
4. Connect with the user over the phone or WhatsApp.
5. Connect with the user through remote access and resolve the issue.
6. Bingoforge shall respond and provide the Services in accordance with the Response Times provided that such request is made within the working hours.
7. Any Additional Service availed by the hotel will be subject to an increase of the Subscription Charges plus GST
8. Any additional feature required in the CRM that needs tech development will be charged an additional one-time service fee depending on the man-hour of work plus GST.
9. Any third-party integration like PMS, IVR, WhatsApp, SMS, website, or email will be charged an additional one-time fee after calculating the man hours of work plus GST.
10. Any purported variations to the Terms and Conditions submitted by the Hotel to Bingoforge with a purchase order or subsequently do not, in any circumstances, form part of or modify these Terms and Conditions or otherwise mutually agreed shall be in writing and binding with the parties.
11. If Bingoforge fails to do, or delays in doing, something it is entitled to do under this document, does not amount to a waiver of its right to do it. Any waiver must be agreed in writing by the parties.
12. Data Centre: Data will be hosted at the Bingoforge domain Mumbai hosted Microsoft Azure Secured Cloud Platform.
13. Bingoforge shall operate the CRM software under the name: myhotelCRM:
14. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable, or invalid, but can also be read in a way that makes it legal, enforceable, and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable, or invalid, that clause or part is to be treated as removed from the Agreement, but the rest of this document is not affected.
15. T he Parties may not assign any benefit of or obligation or liability under these Terms and Conditions without the prior written consent of the other Party.

III.    Fees and Payment

1. The fees for the Software and Maintenance Services are as outlined in Sales order form of this agreement.
2. Bingoforge will Invoice the Hotel at least 30 days before the expiry of each year of the Services to be provided in the forthcoming year.
3. Hotel will release within 30 days from date of invoice failing to which Bingoforge will have the right to deactivate the CRM services until the subscription fees is received.
4. The Fees includes data security and daily backup.
5. The Hotels shall pay subscription fees  in advance for Annual Billing.
6. For on-site training, the hotel shall have to pay for all travel, food & stay expenses borne by Bingoforge.
7. All training and support will be provided online for users outside Mumbai. Training for users in Mumbai shall be provided on-site. 
8. All product updates shall be provided free of cost from Bingoforge. 
9. Fees towards Third-Party integration charges i.e., PMS, IVR, etc. are not included in the subscription fee pricing.
10. Bingoforge shall make review calls to help and suggest best practices as well as update and handhold to ensure the best results.
11. All transactions under this Agreement is payable to Bingoforge’ s head office in Mumbai. With respect to any payment, the Hotel shall ensure that the net amount actually received by Bingoforge corresponds to the amount invoiced by Bingoforge and due by the Hotel, and in this context, any bank wiring charges, credit card charges, or similar costs shall be the responsibility of the Hotel. All wire transfers made to Bingoforge by the Hotel must specify NEFT/ SWIFT instruction "OUR" (ie., the Hotel is to bear all transfer charges) or the equivalent of a non-SWIFT transfer. 

IV.     Term of the Agreement

1. This agreement is valid for a period of 3 years however the subscription fees will be revised mutually after a year.
2. Th e Hotel agrees to a lock-in period of 3 years commencing on the Effective Date of this Agreement.
   

VI.    The Hotel’s Responsibilities

1. To permit Bingoforge to fulfil its obligations under these Terms and Conditions, the Hotel must:

•   N ominate  at least one appropriate person to be the Hotel’s contact with Bingoforge regarding Services (such person to be     regularly available during normal business hours)
• Admin to (only)provide full details in writing through email for any new user and access to be provided.
• Abide by and adhere to all data compliance and data protection protocols.
• not to share user passwords and access with one another, especially the admin passwords.
• Ensure that the users who have left the organisation, his/her details to be sent to us to be archived so that there is no misuse.

VII.    Termination

1.   Either party shall be entitled to terminate this agreement by giving a 90days written notice to either party after the last date of the lock-in period or if:

• the other party materially breaches these Terms and Conditions and fails to rectify such breach within 90 days of written notice being provided. 
• the other party becomes the subject of winding up, liquidation, administration, insolvency, receivership, or similar insolvency event.

VIII.  Force Majeure

If either party’s performance of any of its obligations hereunder is prevented, restricted or interfered with by reason of war, civil disturbances, fire, endemic, pandemic, natural calamities or any law or regulation of any Government, or equivalent act or condition whatsoever beyond reasonable control (each such occurrence hereinafter referred to as “Force Majeure”), then such party shall be excused from such performance to the extent of such prevention, restriction or interference, provided however that such party shall serve prompt notice to the other party of such “Force Majeure” including a description in reasonable details of the cause of the “Force Majeure”, and shall use reasonable efforts to avoid or remove such cause and non-performance and shall continue performance hereunder whenever such causes are removed. In such case all charges shall be payable under the Agreement shall stand suspended for such Force Majeure period. In case the Force Majeure event continues for 90 days the either party shall have right to terminate the agreement by tendering 30 days’ notice.

IX.  Limitation of Liability

1.   Bingoforge will only be liable for losses caused by or arising out of the services if the loss was caused as a direct result of the failure of the services. 
2. Bingoforge shall provide the myhotelCRM App
3. Bingoforge shall provide the myhotelCRM APP - Android & IOS based applications which will have limited functionality normally used by the field Sales Team members. This App has the feature of Live location Google capture while the sales team is on the field. Bingoforge app does not claim responsibility for any errors related to Live location capturing as the same is sourced using the Google location tracker. Individual Mobile Handsets may face this issue due to it’s make or Weak Internet signals or incorrect Mobile settings etc
4. Bingoforge’s liability  under these Terms and Conditions:

• is to be reduced proportionately to the extent that the Hotel caused or contributed to any Loss (other than in compliance with the directions of Bingoforge);
• is limited to an amount that the Hotel would have suffered had the Hotel properly mitigated the loss.
• does not extend to any loss (including reasonable legal fees) which the Hotel may suffer, incur, or become liable for as a result of Bingoforge complying with the Hotel’s directions.
• does not extend to any liability for consequential or indirect damages, punitive or exemplary damages and/or any economic loss or loss of profits (whether or not foreseeable); and
• in any event will not exceed in aggregate, an amount equal to the Subscription Charges payable under these Terms and Conditions in the twelve months preceding the event giving rise to the loss, regardless of the form of the loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. For the purposes of this clause, “loss” means any loss including any liability, cost, expense, claim, proceeding, action, demand, or damage.

X.  Confidentiality

1. Each party must not, without the written consent of the other party, disclose to any third party or use for any unauthorized purpose any Confidential Information made available to it by the other party. 
2. Each Party will ensure that all its employees, comply with its obligations of confidence All terms and conditions of this Agreement are to be kept confidential. Disclosure of any of the information contained herein may cause an immediate termination. Bingoforge will refuse to provide any information relating to the Hotel requested by any third party without first obtaining the Hotel's written approval.

XI.   Notices

1.   Notices under these Terms and Conditions may be delivered by hand, by registered mail or by facsimile to the addresses or facsimile numbers disclosed in these Terms and Conditions. 
2. Any notice or communication is to be treated as given at the following time:

• If it is delivered, when it is left at the relevant address.
• If it is sent by registered mail, 2 (or, in the case of a notice or communication posted to another country, 5) business days after it is posted.
• If it is sent by fax, as soon as the sender receives from the sender’s fax machine a report of an error free transmission to the correct fax number
  
  

However, if any notice or communication is given on a day that is not a business day or after 5pm on a business day in the place of the Party to whom it is sent, it is to be treated as having been given at the beginning of the next business day.

 XII.  Data Privacy

 Bingoforge is committed to Protecting and respecting the privacy of the Hotel’s clients by

•   Not using any Confidential Information for any purpose outside the scope of this Agreement.
• Ensuring that data at all times is located on the Hotel premises and under no condition is replicated or copied.
• Reproducing or sharing any Personal data with any 3rd Party for any purpose.
• Ensuring all data stored is encrypted and can be accessed only on the Hotel CRM domain.

XIII.  Indemnity  

Hotel hereby assumes liability for, and shall indemnity, defend, protect, save and hold harmless Bingoforge, its parent, subsidiaries and affiliates, and their officers, agents, subcontracts and employees, from and against any and all liabilities claims, judgments, damages and losses, including all costs, fees and expenses incidental thereto, caused by or arising out of, the gross negligence or wilful misconduct of the Hotel , its contractor / supplier or its respective officers, employees or agents and which are in any way related to the services or goods contemplated by this agreement.

Bingoforge will indemnify and hold the Hotel and its affiliates, including without limitation their respective officers, directors, shareholders, partners, employees, and agents, harmless from any liability that may be incurred with respect to third parties in connection with Bingoforge providing services to the Hotel under this Agreement and saving Hotel data for the Hotel.

XIV.   Jurisdiction

This Agreement shall in all respects be governed by, construed enforced and interpreted in accordance with the Laws of India. The Parties and all the disputes pertaining to the license shall subject to exclusive jurisdiction of courts at Mumbai.