Master Agreements

This agreement is entered into by and between Twopole Trade and Services LLP (hereinafter referred to as the “Company”), operating under its brand “StayAmi” (hereinafter referred to as “StayAmi”), and the Owner/Vendor (hereinafter referred to as the “Owner”), and the Guest/Buyer/User (hereinafter referred to as the “User”).

This agreement outlines the terms and conditions for listing, managing, and transacting various services such as classified listings, event promotions, car rentals, restaurants, and property rentals on the StayAmi platform.

Key Clauses

1. Force Majeure

• Definition: Force majeure events include natural disasters, wars, pandemics, government actions, or other events beyond reasonable control that prevent the performance of contractual obligations.
• Owner Obligations: Owners must notify StayAmi within 48 hours of a force majeure event impacting their property. They must take all reasonable steps to mitigate the effects.
• Platform Policy: StayAmi reserves the right to refund or reschedule bookings impacted by force majeure events in favor of the users.

2. Modification and Deletion of Listings

• Owners are prohibited from modifying prices of accepted bookings.
• Listings may only be deleted with a 30-day prior written notice to StayAmi. During this notice period:
  • Owners are not permitted to accept new bookings.
  • Pending activities will be verified, and settlements will be completed within 45 days from the notice date.

3. Penalty Provisions

• Violations of the terms, including last-minute cancellations or misleading practices, will incur penalties determined by StayAmi.

4. Content Submission and Usage Guidelines

• Photograph Requirements:
  • Photographs must be unique, genuine, and not copied from other sources.
  • Images must not include human presence and must be free of watermarks or text.
• StayAmi’s Rights Over Content:
  • StayAmi reserves the right to use submitted photographs for promotional purposes.
  • Submitted photographs will be stored indefinitely for marketing and operational use.

5. Payment Process with Owner

• Booking payments will be received by StayAmi and transferred to the Owner’s account 6 hours before guest check-in or at the time of check-in.
• Owners must submit withdrawal requests via their dashboard wallet for payouts.

Revenue Mechanism:

• A revenue-sharing mechanism applies to successful bookings or sales.
• Service fees are deducted automatically from the booking or sales amount.

Transparency:

• Final prices and applicable fees are transparently reflected on the platform.

Non-Disclosure of Revenue Details:

• Specific revenue-sharing details are confidential and not disclosed to users or buyers.

Partial Payment and Settlement:

• Users may pay a portion of the total booking amount at reservation, with the remaining balance settled on-site.
• StayAmi retains all partial payments made, even if the remaining balance is to be settled at the owner’s site.

6. Non-Disclosure Agreement (NDA)

• Confidentiality Obligation: Owners shall not disclose, share, or misuse any confidential information, including but not limited to StayAmi’s business processes, user data, pricing strategies, platform policies, or operational procedures.
• Scope of Confidentiality: Confidential information includes all non-public information obtained through the StayAmi platform, irrespective of the format.
• Owner Responsibility: Owners must protect the confidentiality of user data, guest booking details, and any proprietary StayAmi materials.
• Duration: The confidentiality obligation shall remain in effect during the term of this agreement and continue for 5 years after its termination or expiration.
• Consequences of Breach: Any breach of this NDA may result in penalties, including suspension of listings, termination of the agreement, or legal action to recover damages and protect StayAmi’s interests.

7. Platform Reputation and Accountability Clause

• The Owner acknowledges that the reputation, integrity, and public perception of the StayAmi platform are of paramount importance to the Company.
• In the event that any conduct, omission, or service failure on the part of the Owner—whether arising from guest complaints, last-minute cancellations, misleading practices, off-platform dealings, or failure to adhere to platform policies—is deemed by StayAmi to adversely affect its brand reputation or operational credibility, StayAmi reserves the right to take corrective and protective measures without prior notice.
• These measures may include, but are not limited to:
  (i) Temporary or permanent suspension of listings
  (ii) Withholding of payouts
  (iii) Imposition of monetary penalties
  (iv) Issuance of public clarifications or disclaimers
  (v) Initiation of legal proceedings
• The Owner expressly agrees to indemnify and hold harmless StayAmi from any loss, damage, or liability arising from such reputational harm. StayAmi’s determination in such matters shall be final and binding.

8. Platform Usage and Conduct

• Prohibited Practices:
  • Circumventing StayAmi to perform off-platform transactions.
  • Uploading fictitious, fake, or misrepresented listings.
  • Misleading platform users with inaccurate data or unauthorized claims.
• Compliance: Owners must adhere to StayAmi’s operational protocols and communication standards.
• Verification: StayAmi reserves the right to perform identity and property verifications.

9. Service Availability and Platform Changes

• StayAmi may enhance, limit, or temporarily suspend platform features at its discretion.
• Downtimes due to maintenance or external technical failures are not liable for damages or compensations.

10. Intellectual Property Rights

• All StayAmi brand elements, tools, and system processes are the intellectual property of the Company.
• Owners may not use or reproduce any platform materials outside the platform context without prior written consent.

11. User Data and Communication

• StayAmi may communicate directly with users regarding their bookings, modifications, cancellations, or support.
• Users are free to post reviews and feedback. StayAmi reserves the right to moderate or remove inappropriate content.

12. Suspension and Termination

• StayAmi may temporarily suspend or permanently remove listings or owner accounts for:
  • Policy violations
  • Continuous negative user feedback
  • Reputational harm
• In serious cases, StayAmi may terminate the agreement with immediate effect.

13. Indemnification

• Owners agree to indemnify StayAmi and its affiliates against:
  • Breaches of agreement
  • Legal claims due to inaccurate listing content
  • Damages arising from service failures or user complaints

14. Governing Law and Jurisdiction

• This Agreement shall be governed by the laws of the Republic of India.
• Disputes arising under this Agreement will be subject to the exclusive jurisdiction of the competent courts in the state where Twopole Trade and Services LLP is registered.

15. Dispute Resolution

• Disputes shall first be attempted to be resolved amicably.
• If unresolved, the matter shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996.
• The arbitration will be conducted in English, and the location shall be the city of the Company’s registration.

16. Merger, Amalgamation, and Brand Transfer Clause

• The platform StayAmi, owned and operated under the brand umbrella of Twopole Trade and Services LLP, reserves the absolute and unconditional right to merge, sell, transfer, or amalgamate any portion or the entirety of its brand, operations, assets, listings, and intellectual property—including StayAmi itself—with any individual, group company, or third-party entity, whether such entity is part of the existing corporate group or external to it, and whether or not the acquiring entity operates in a similar or related line of business.
• Twopole Trade and Services LLP retains the right to:
  • Merge StayAmi with another business entity.
  • Sell StayAmi partially or wholly.
  • Transfer ownership or operational control to another company or individual.
  • Dispose of the brand StayAmi as part of a broader business transaction involving one or more of its group companies or unrelated third parties.
• Upon the occurrence of such a transaction:
  • All existing listings, agreements, and records under the StayAmi brand shall be deemed automatically transferred to the acquiring or successor entity without requiring individual consent from owners, vendors, or users.
  • It shall be the sole discretion and legal jurisdiction of the new entity to either continue adhering to the current terms and policies set forth by Twopole Trade and Services LLP or to revise, replace, or update such policies, terms, and conditions in accordance with its own business model and operational framework.
• All parties currently associated with StayAmi—including owners, vendors, and users—acknowledge and agree that such a transition does not entitle them to contest, dispute, or withhold services, data, or cooperation during or after the transfer, so long as reasonable notice is provided or publicly displayed by the platform.

17. Taxation

Taxation Clause

1. Payment Collection and Commission

StayAmi operates as an intermediary platform connecting guests with property owners. Based on the mode of payment, the tax process shall be as follows:

a) When StayAmi Collects Payment from the Guest:

• StayAmi will collect the booking amount from the guest/customer on behalf of the property owner.

• StayAmi shall deduct its service commission from the booking amount, as mutually agreed with the property owner.

• GST @18% will be charged on StayAmi’s commission and invoiced to the property owner.

• The net amount (booking amount – commission – GST on commission) will be disbursed to the owner based on their withdrawal request.

Example: If booking is ₹10,000 and commission is ₹1,000, GST @18% = ₹180. Owner will receive ₹8,820.

b) When Guest Pays the Owner Directly at the Property:

• The owner must pay StayAmi the applicable service commission within 7 days of guest check-in.

• StayAmi will issue a commission invoice with GST to the owner.

• The owner is responsible for timely settlement of StayAmi’s commission along with applicable GST.

2. TDS (Tax Deducted at Source)

• As per Section 194-I of the Income Tax Act, if the annual payout to a property owner exceeds ₹2,40,000, StayAmi is required to deduct TDS @10% on the rental income portion.

• If the owner is a company, TDS applies regardless of the threshold.

• PAN is mandatory for TDS compliance. If PAN is not provided, TDS will be deducted at the applicable higher rate.

• Quarterly Form 16A certificates will be provided to owners against deducted TDS.

In case the payment is made directly to the owner by the guest, the owner remains solely responsible for their own tax compliance including any applicable TDS liabilities.

3. Owner’s GST Registration

• If the owner is registered under GST, they must share a valid GSTIN to avail Input Tax Credit (ITC) on StayAmi’s GST-charged invoice.

• If the owner is not registered under GST, the same GST will still apply to the commission invoice, but ITC cannot be claimed.

4. Customer Charges

• Customers will be charged the total booking amount shown during the transaction process. This includes all applicable service charges and taxes.

• No additional hidden charges will be levied by StayAmi.

5. Responsibility of Tax Compliance

• Property owners are responsible for declaring rental income and other tax obligations arising from guest bookings, as per applicable local/state tax laws.

• StayAmi will comply with its own GST and TDS obligations, and assist property owners with clear invoices and tax documents.