BY AND BETWEEN:

AIR IQ ONLINE PRIVATE LIMITED, a Private Limited Company incorporated under the provisions of The Companies Act, 2013, bearing CIN No: U63090WB2019PTC232493, PAN No: AASCA4098B, having its registered office at ASMI Square, 2nd Floor, 2nd Mile, Sevoke Road, Siliguri, District - Darjeeling, West Bengal, India, Pin - 734001 (hereinafter referred to as “Air IQ” or “First Party”, (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns), being the Party of the First Part;

AND

(AGENCY or COMPANY NAME), a Private Limited Company/Partnership Firm/Sole Proprietorship], bearing PAN No : __________________ (hereinafter referred to as “AGENT” or “Second Party”, which expression shall, unless repugnant to the context or meaning thereof, include its affiliates and permitted assigns), being the Party of the Second Part.

Air IQ and the AGENT/COMPANY are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

1.AIR IQ provides Online Air Ticketing for domestic as well as international sectors in B2B online vertical.

• B2B travel agent portals provide registered travel agents with login access.
• Agents can search, book, and manage various ticketing services online as well as offline.
• This portal also offers real-time availability, pricing, and commission tracking.
• After booking, agents receive confirmation details for their clients, Agents purchase tickets for their client at the available rates from the AIR IQ’s portal.
• Generally, this business works with online payments either through bank-to-bank transfer or payment gateway.
• However, certain Agents are provided Credit facility which are subject to various terms & conditions as elaborated in this agreement.
• Further AIR IQ has also extended their online platform by facilitating hotel bookings through their platform and acts as an intermediary between hotels and clients for reservation services.
• The Hotel owns and/or operates a hospitality establishment and wishes to engage Air IQ to facilitate bookings for its accommodations.
• The Parties intend to set forth the terms and conditions governing their relationship for the provision of booking services.

2.The Agent i.e., the Second Party wishes to obtain such services from AIR IQ, and as such agreed that the Agent shall abide by all the Terms & Conditions of this Agreement and the Terms updated on the website airiqonline.in.

TERMS OF THE AGREEMENT

The agent acknowledges the existence of separate terms and conditions which are already existing in the company portal and in case of any terms or conditions of this present agreement and the terms and conditions mentioned in the company portal contradict each other, then the terms and conditions of this agreement shall supersede or prevail.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 “Booking” means a reservation for accommodation or related services made through Air IQ’s Booking System on behalf of a Client or Consumer.

1.2 “Booking System” means the online platform or interface provided by Air IQ for making, amending, or cancelling reservations.

1.3 “Client” means the individual or entity making a Booking through Air IQ for themselves or on behalf of Consumers.

1.4 “Consumer” means the individual(s) who will utilize the accommodation or services booked through Air IQ.

1.5 “Rates” means the prices for accommodation and services as agreed between the Parties and displayed on the Booking System which can be fluctuated depending upon the market.

1.6 “Reservation” means a confirmed Booking for accommodation or services at the Hotel.

1.7 “Tenure” means the period of existence of this agreement entered between AIR IQ and Agent/s.

2. SCOPE OF AGREEMENT

2.1 The Agent agrees to designate AIR IQ as one of its vendors for its travel services during the validity of this contract.

2.2 Air IQ shall act as an intermediary to facilitate Bookings for the Hotel’s accommodations and services through its Booking System via online portal.

2.3 The Hotel authorizes Air IQ to market, promote, and confirm Bookings on its behalf in accordance with the terms of this Agreement. Though it is noteworthy to mention here that the AIR IQ is only acting as an booking consolidator and is not liable for any substandard services provided by the Hotel. The Agent should consider the fact that AIR IQ is an online platform acting only as an intermediary between the consumers and the hotels and as such the liability of the AIR IQ in such circumstances cease to exist.

2.4 AIR IQ agrees to provide Travel related services via its Online Web Portal or any other sub site/channel/service, including Flight (both Domestic and International), provided these services are mutually agreed upon and suffice the Terms of this Agreement.

2.5 This Agreement governs the relationship between Air IQ, and AGENTS, including obligations related to Bookings, cancellations, payments, and complaints.

3. FEES/TAXES ON FEES

AIR IQ shall be charging a Fee and Surcharge for Booking, Amendment of Services, Payment Surcharges, Subscription, Other Services, Facilities etc., over and above the charges of the Service Provider. AIR IQ has the right to modify these fees and surcharges and may do so at any time whatsoever, without prior notice to the Agent.

All the amounts payable under this Agreement are exclusive of any Prevailing Government or Local Body taxes like sales, GST, excise, value-added, services, or other tax, duties, levies and other statutory charges, costs and fees imposed on the provision of the Services to the Agent by any taxing jurisdiction and shall be paid by the Agent within due course of time.

Corrections in details regarding taxes (E.g.: GST) on service fees charged by AIR IQ to the Agent need to be informed before the 5th day of every English Calendar month for the previous month's invoices. Under any circumstances, such corrections shall not be accepted after filling the taxes (E.g.: GSTRI) every month/quarter.

Any query regarding mismatch or non-availability of GST input credit on service fees charged by AIR IQ should be raised by the Agent to AIR IQ in writing within two (2) months of identifying such mismatch. For example, if the Agent finds any mismatch or non-availability of GST input credit in their GSTR 2A for the month of April 2023, they must notify AIR IQ of any such mismatch or non-availability latest by June 2023.

4. GST INPUTS ON RENDERED SERVICES

AIR IQ shall act as a Hotel Booking Consolidator on behalf of the Agent. To avail of the GST input credit as per the GST Act, 2017, from Third Party rendered services like Airlines, Hotel, etc., the Agent is solely responsible for providing the complete, and correct GST details to AIR IQ before such services are booked. AIR IQ shall NOT rectify the GST details once the service has been booked. The GST input credit onus is on the third-party service provider, AIR IQ shall not be responsible for any Airline GST credit from the Third Party.

5. GST INPUT SUPPORT FOR LIMITED BOOKINGS

Air IQ shall provide Goods and Services Tax (GST) input credit support for a limited number of eligible hotel bookings made through its platform. To facilitate this, Air IQ will clearly display a GST Assured identifier for applicable hotels on the search results page, prior to booking confirmation. This identifier will serve as an indication to the customer that the hotel qualifies for GST input claims. Air IQ agrees to assist with GST input requests related to these identified bookings, provided that all requisite information and documentation are furnished by the customer in a timely manner, and subject to applicable laws and regulatory requirements. Air IQ’S obligation is limited to facilitating the process of claiming GST input credit and does not extend to verifying or guaranteeing the eligibility or success of such claims.

6. COMMISSIONS/DISCOUNTS

The Agent may be provided commission or discounts on services at AIR IQ's discretion. AIR IQ has the exclusive right to modify or withdraw these commissions or discounts from time to time and may do so at any time whatsoever, without prior notice to the Agent.

7. SECURITY CHEQUES

The Agent undertakes to provide one (1) blank cheque to AIR IQ from their operating Bank Accounts. The cheque shall be used in case of any delay/default in payments by the Agent. The Agent will also comply with KYC formalities and submit documents supporting it. The Agent authorises AIR IQ to deposit the cheque by quoting the amount that is due along with the interest depending upon the circumstances. Further it is pertinent to mention here that AIR IQ shall not deposit the cheque to their operating bank without prior intimation to the agent.

The Agent undertakes to immediately replace any cheque issued to AIR IQ from a bank account that it no longer uses or has been closed or has been suspended or frozen or is not operational due to any reasons or may not be valid due to any reasons, including a change in the structure of authorised signatories. The cheque should be of an active bank account, and the Agent undertakes to honour such new cheques. These cheques shall follow the same process as mentioned above.

In the event the Bank from which the Agent has issued its cheques from (for payment or security deposit) goes insolvent or is under administration or its operations are partially or fully suspended, because of which these cheques may not be honoured, the Agent undertakes to replace all such cheques with fresh new valid cheque of a bank that is operational and assure honouring of such new cheques. These cheques shall follow the same process as mentioned above.

The Agent undertakes not to obstruct, cancel, block, or deny the deposit of any cheque given to AIR IQ. The Agent undertakes that any attempt to avoid clearing this cheque will be considered as wilful default and AIR IQ reserves the right to any legal remedy that is available to AIR IQ under the existing laws including but not limited to Negotiable Instruments Act, 1881 at the time of dishonour of cheque or under any new laws/acts/bills that are passed from time to time by the Government.

The Agent agrees to bear all the costs and losses incurred by AIR IQ concerning the prosecution proceedings, including but not limited to interest costs, legal fees borne by AIR IQ and other Incidental costs etc. The Agent hereby indemnifies AIR IQ against the deposit of any cheque of a higher amount than due depending upon the interest incurred on delays. AIR IQ shall proceed with legal actions for cheque dishonour only for the amount due to itself plus legal and other incidental costs and relief/s.

8. THIRD-PARTY PAYMENTS & CHARGEBACKS

The Agent undertakes that any payment made to AIR IQ or any balance uploaded on AIR IQ’s online portal using a third-party debit or credit card or by using a third party to transfer sums of monies or third-party cheques to its designated account will be deemed as payments made or uploaded by the Agent and the Agent alone shall be responsible to the debit or credit card holder/holders or account holders from where the transfer was initiated/made or cheque payment was made.

9. CANCELLATION OF BOOKINGS &SERVICES PROVIDER DEBIT MEMO

In case of cancellation AIR IQ will process the cancellation/amendment of a booking made through the portal at the Agent’s request. Agents shall email the AIR IQ Operation Desk in case of AIR IQ’s system downtime (scheduled or operational failures). Any such requests may be cancelled/amended immediately online or recorded as a request and cancelled/amended after receiving such requests. The agent must process the cancellation/Amendment in the correct and timely manner as per the terms &conditions updated on the portal, also bearing in mind that these time shall No Show or any other cancellations Charges levied to AIR IQ by its service provider and additional cancellation/amendment fees.

The Agent agrees to indemnify AIR IQ in full against all losses, costs, damages, charges and expenses incurred by AIR IQ as a result of any cancellation of booking(s) made by the agent and shall be liable for making the full payment of any costs arising out of much Amendments/Cancellations, If not recovered from the agent. The agent also agrees to pay any agency Debit Memo (ADM) or Service Provider Debit Memo The Agent will forward any application/request for refund, reimbursement, compensation or settlement together with all relevant information and documents/papers to AIR IQ. All decisions as to payment of any refund, reimbursement or settlement shall be made exclusively by AIR IQ.

AIR IQ will accept service requests like Booking, Issuance, Cancellation, Reissuance, etc. Only if it is duly raised on the AIR IQ ONLINE travel portal as per the Terms mentioned on the AIR IQ’s travel portal or in certain exceptional cases from the Agent’s registered email ID as used by them on their login credentials.

The Agent agrees and undertakes to be liable for the payment of cancellation charges as applicable should they desire to cancel any booking. The agent will not hold AIR IQ responsible for any inconvenience caused on account of the cancellation of any booking made by AIR IQ.

AIR IQ reserves the right to determine the amount of refund value in case of cancellations and amendments. The decisions on the quantum of refund will be final as that made by AIR IQ and binding upon the Agent. The refund will be credited back to the Agent’s login only upon receipt from the service provider. There shall be no refund for unutilized or partially utilized services. The agent shall bear all bank /payment gateway charges relating to the refund, reimbursement, or settlement as and when required.

The Agents or its clients shall not hold AIR IQ liable to pay the refunds as assured at the time of booking of services in cases where the service provider closes its operation or declared itself insolvent.

The agent agrees that in case of non-payment on the due date, AIR IQ shall be entitled to cancel all the services booked by the Agent where the customers are yet to Check - In. AIR IQ shall not be liable to any customer who has booked his services through the agents. The Agent shall be solely and exclusively liable to the end customers in the event of cancellation of services due to non-payment by the agent to AIR IQ.

AIR IQ shall be entitled, without liability, to refuse, amend or cancel any bookings request or any bookings made by the agent that AIR IQ believes, for any reason, are not bona fide bookings or bona fide requests for cancellations. Any expenses arising out of the same shall be Agent’s liability. AIR IQ shall have the right to cancel without processing any refunds to the AGENT for any booking that it finds not a bona fide booking.

10. LOOK-TO-BOOK RATIO

The Agent commits to ensure that at least one (1) booking for every fifty (50) searches (commonly known as Look-to-Book Ratio is found to be more than the threshold mentioned above, then AIR IQ reserve the right to change an additional fees as charged by the third-party Service Provider or Rupees Two (₹2/-) plus applicable taxes, whichever is higher, for each excessive search.

11. REIMBURSEMENT

All the amounts payable under this Agreement are exclusive of any sales, GST, excise, value-added, services, or other tax, duties, levies and other statutory charges, costs and fees imposed on the provision of the Services to the agent by any taxing jurisdiction and shall be paid by the Agent.

12.REGISTRATION

The Agent agrees to complete AIR IQ’s Agent registration procedures, including submitting various documents and registration certificates. The Agent also agrees to complete any Third party vendor’s registration procedures that may be mandatory for providing necessary travel services, including submitting various documents and registration certificates.

13. VERIFICATION

AIR IQ reserves the right to verify compliance with its obligations hereunder, at any time or from time to time during the Agent's performance of Services; the Agent or a representative designated by it and reasonably acceptable to AIR IQ, or regulatory agents, may, upon reasonable notice, inspect and test how the Services are being performed. Such inspection rights shall include visiting sites at which Agent performs the Services, auditing selected documents, records and databases containing data of the Client, observing the performance of the Services or selected components thereof, and interviewing Agent's personnel familiar with or responsible for performing the Services. The Agent shall cooperate with AIR IQ's personnel or representatives in such inspections and ensure that appropriate documents, staff, computing, and other resources are available as required in such inspections.

14. AGENT'S EMPLOYEES & REPRESENTATIVES

The person(s) deployed by the Agent to handle the Agent's responsibility in this agreement shall always be considered employees or representatives of the Agent (even if handling that responsibility exclusively) for all purposes. The Agent alone shall be responsible for fulfilling the entire contractual and legal obligation towards such employee or representative.

15. LOGIN IDS/LIABILITIES/LIMITATION OF LIABILITY

The Agent has also confirmed to AIR IQ that the Agent has procured the required licenses, permission, expertise, infrastructure and machinery to carry out the said business with AIR IQ. The Agent has also confirmed that they have full power and right to conduct its present business and operations and enter into, perform its duties and functions and meet its obligations and liability under this Agreement.

The Agent agrees that it shall be the sole user of the Log-in id or ids assigned to them by AIR IQ and shall not hold AIR IQ liable for any misuse, loss or liability arising out of the Log-in Ids. Instances, including but not limited to, such as loss of id and misuse by another person, theft of Log in Id credentials.

16. BOOKING AND RESERVATION PROCESS

16.1 Role of Air IQ:

Air IQ shall act solely as an intermediary for processing Booking requests, confirmations, amendments, and cancellations on behalf of the Hotel. Air IQ shall provide a Booking Confirmation to the Client upon acceptance of a Booking by the Hotel, establishing a contract between the Client and the Hotel.

16.2 Hotel’s Obligation to Honour Reservations:

The Hotel agrees to honour all Bookings confirmed by Air IQ i.e. the event the Hotel is unable to honour a confirmed Booking, the Hotel shall, at its own cost:

• (i) Notify Air IQ immediately via email;
• (ii) Provide equivalent or superior replacement accommodation within the same property, ensuring the same services, facilities, and standards; or
• (iii) If no suitable replacement is available within the Hotel, arrange accommodation at another hotel in the same locality of at least equal standard, ensuring compliance with Air IQ’s insurance requirements.

16.3 Booking System Access:

Air IQ shall provide the Hotel and Clients with access to the Booking System for legitimate Booking purposes. The Hotel shall ensure that all information provided to Air IQ for the Booking System (e.g., Rates, availability, descriptions) is accurate and up-to-date.

17. PRICING AND PAYMENT

17.1 Rates: Rates shall be per room per night, inclusive of applicable government taxes, unless otherwise specified. Incidentals (e.g., meals, mini-bar, laundry) not included in the Rates shall be payable by Consumers directly to the Hotel. Resort fees, city taxes, or local levies, unless included in the Rates, shall be payable by Consumers locally. Rates may be adjusted due to changes in government taxes, affecting new and existing Bookings for Consumers yet to stay at the Hotel. All Rates shall be in the currency specified in the Booking Confirmation.

17.2 Group Bookings: Bookings for multiple rooms or extended stays may be classified as “Group Bookings,” subject to confirmation by the Hotel. Group Bookings may attract different Rates or terms, and the Hotel reserves the right to modify or cancel such Bookings at its discretion. Clients must notify Air IQ via email for Group Booking requests, and Air IQ shall facilitate communication with the Hotel to confirm Rates and availability.

18. CLIENT AND CONSUMER OBLIGATIONS

18.1 Client Responsibilities: Clients shall ensure that all Booking details (e.g., dates, room type, Consumer names) are accurate at the time of reservation. Clients shall use the Booking System only for legitimate Bookings and shall not make speculative, false, or fraudulent reservations. Clients shall provide accurate Consumer information, including legal age verification, and ensure Consumers comply with Hotel policies. Clients shall maintain a fraud prevention system to detect unauthorized access to their Booking System credentials.

18.2 Consumer Responsibilities: Consumers shall possess a valid voucher for their Booking and settle any incidental charges directly with the Hotel. Consumers shall comply with the Hotel’s policies, including child policies and check-in/check-out procedures.

18.3 Special Requests: Air IQ shall forward special requests (e.g., room preferences, cots/cribs) to the Hotel, but such requests are not guaranteed and do not form part of the Reservation.

19. HOTEL OBLIGATIONS

19.1 Accommodation Standards: The Hotel shall ensure that accommodations and services meet the standards advertised on the Booking System. The Hotel guarantees that its ratings, as displayed on the Booking System, comply with local standards and regulations.

19.2 Descriptions and Images: The Hotel shall provide accurate descriptions, photographs, and details of its accommodations and services for inclusion in the Booking System. Air IQ shall not be liable for inaccuracies in Hotel-provided content, but shall notify the Hotel of any errors for correction.

19.3 Child and Extra Bed Policies: The Hotel shall specify its child policies (e.g., age limits, pricing) and availability of cots/cribs or extra beds in the Booking System. Extra bed charges, if applicable, shall be communicated to Consumers at the time of Booking or check-in

20. AMENDMENTS AND CANCELLATIONS

20.1 General Policy:

Amendments (e.g., changes to dates, room types, or names) and cancellations shall be processed through the Booking System only. The Hotel’s cancellation and amendment policies, as specified in the Booking Confirmation, shall apply. On-refundable Rates (e.g., super deals) are not amendable or cancellable, unless approved by the Hotel with supporting documentation

20.2 Cancellation by Client:

Cancellations must be requested via the Booking System, and Air IQ shall confirm cancellations in writing within 24 hours (business days). Unconfirmed cancellations shall remain valid, and the Client shall be liable for the full cost of the Reservation. No-show charges shall be as per the Hotel’s policy, up to 100% of the Booking cost.

20.3 Amendments:

Amendments are subject to availability and may incur additional charges or be treated as new Bookings. Reductions in stay length may be subject to minimum stay policies or cancellation charges.

20.4 No-Shows and Early Checkouts:

The Hotel shall hold rooms until midnight on the arrival date unless notified of a late check-in. No-shows or early checkouts shall incur charges as per the Hotel’s policy, and Air IQ shall invoice the Client accordingly.

21. OPERATING CHANGES & WRITTEN NOTIFICATION

The Agent agrees and understands that they shall be responsible for informing AIR IQ vide email and registered post, 24 hours in advance or immediately in case of any change within the operating Framework or System as agreed in this agreement, including but not limited to a change in the personnel, address, etc.

All notices and communications under this Agreement by either party to the other party shall be in writing and in English. All notice and communications shall be updated in the portal and the same shall be binding on the agent. Additionally, an e-mail notification or the same shall be mandatory to the email ID notified by the agent from time to time for such purpose.

22. COMPLIANCE & DOCUMENTATION

The Agent will comply with and prepare, attest, and submit all documents required by local laws, regulations, and other documents required by AIR IQ from time to time.

Neither the execution of this Agreement nor its performance or compliance will contravene or conflict with or result in a breach of any agreement, document, instrument or arrangement to which the Agent is a party or by which the Agent is bound.

There are no suits, actions or administrative or other proceedings pending or to the knowledge of the Agent threatened or likely which may have a material adverse effect on the ability of the Agent to perform its duties and functions and meet its obligations under this Agreement; including its ability to settle any liabilities of AIR IQ.

All information and document given by the Agent to AIR IQ in connection with this agreement are true and accurate in all material respects, are not misleading and do not omit material facts.

Upon any Agent defaults, AIR IQ reserves the right to share such information with appropriate forum, association, bodies, etc. which share and receive data on defaulting agents, their owners, partners, directors or shareholders. The Agent, its owners, partners, directors or shareholders hare by consent to AIR IQ to share such data and indemnify AIR IQ from any consequences of sharing such data with the aforementioned bodies existing today or that may form at a later date

23. NON- SOLICITATION

Notwithstanding anything to the contrary herein contained, it is agreed and understood that all personnel employed by AIR IQ servicing this account are and shall be considered employees of AIR IQ. The Agent agrees that during the term of this Agreement, as hereinafter defined (the Non- Solicitation period”), the Agent will not solicit, hire, employ, engage or otherwise attempt to influence and employees or former employee, either directly or through an intermediary such as an employment agency, concerning their continued employment with AIR IQ. The Agent also agrees that AIR IQ’s employees will not be solicited or hired, either as an employee or an independent contractor, by anyone representing the Agent to work on the Agent’s travel account during the Non Solicitation period. If any agent is found to have breached the Non-solicitation clause, the agent shall need to pay a penalty of Rs. 100,000 (Rupees One Lakh only) for each such case of violation.

24. COMPLAINTS POLICY

24.1 Scope:

This complaints policy applies exclusively to issues related to the Hotel’s accommodations, services, or facilities.

24.2 Procedure:

Consumers shall report complaints to the Hotel or Client during their stay for immediate resolution. If unresolved, the Client shall notify Air IQ in writing, providing all relevant documentation (e.g., photographs, receipts). The Hotel shall investigate and respond to complaints within 21 days of receipt. Air IQ may, at its discretion, facilitate resolution but shall not be liable for complaints.

24.3 Client Obligations:

Clients shall not contact the Hotel directly regarding complaints and shall cooperate with Air IQ and the Hotel in resolving issues. Clients shall ensure Consumers provide evidence to support complaints.

24.4 Limitation of Liability:

Air IQ’s liability for complaints is limited to facilitating communication between the Client and the Hotel. Failure to follow the complaints procedure may affect the Consumer’s right to compensation.

25. FORCE MAJEURE

25.1 Neither Party shall be liable for failure to perform obligations under this Agreement due to events beyond their reasonable control, including but not limited to fire, flood, earthquake, epidemic, war, strike, or failure of transportation or communication systems.

25.2 In such cases, Air IQ shall make reasonable efforts to arrange alternative accommodations or refund payments, subject to the Hotel’s refund policies.

26. DATA PROTECTION

26.1 Compliance:

Both Parties shall comply with applicable data protection laws, including the Information Technology Act, 2000, and rules thereunder. The Hotel and Air IQ shall process personal data (e.g., Consumer names, contact details) solely for the purpose of fulfilling Bookings and related obligations.

26.2 Safeguards:

The Parties shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, loss, or disclosure. Air IQ shall not share Consumer data with third parties except as required to fulfil Bookings or comply with legal obligations.

26.3 Breach Notification:

In the event of a data breach, the affected Party shall notify the other Party within 48 hours and cooperate to mitigate harm.

27. INTELLECTUAL PROPERTY AND TRADEMARKS

27.1 Ownership:

Each Party retains ownership of its trademarks, logos, and intellectual property. The Hotel grants Air IQ a non-exclusive, royalty-free license to use its trademarks and content (e.g., images, descriptions) solely for marketing and Booking purposes.

27.2 Restrictions:

Neither Party shall use the other’s intellectual property without prior written consent, except as permitted under this Agreement. Upon termination, both Parties shall cease using the other’s intellectual property.

28. TAX COMPLIANCE

28.1 Tax Collected at Source (TCS):

The Hotel, if covered under Section 206C(1G) of the Income Tax Act, 1961, shall: (i) Collect applicable TCS from Consumers; (ii) Deposit TCS with tax authorities within prescribed timelines; (iii) Report TCS in returns and issue TCS certificates to Consumers. The Hotel confirms that Air IQ is not required to collect TCS on transactions facilitated under this Agreement.

28.2 Indemnity:

The Hotel/Agent shall indemnify Air IQ against any claims, penalties, or losses arising from the Hotel’s failure to comply with TCS obligations. This indemnity shall survive the termination of this Agreement.

29. TERMINATION

29.1 Termination for Convenience:

Either Party may terminate this Agreement by providing [Insert Notice Period, e.g., 30 days] prior written notice to the other Party.

29.2 Termination for Cause:

Either Party may terminate this Agreement immediately upon written notice if the other Party: (i) Breaches a material term of this Agreement and fails to remedy the breach within 15 days of notice; (ii) Becomes insolvent, enters liquidation, or ceases to carry on business; (iii) Engages in fraudulent or illegal activities affecting the Agreement.

29.3 Effect of Termination:

Upon termination, all pending Bookings shall be honoured unless otherwise agreed. The Parties shall settle any outstanding payments within [Insert Timeframe, e.g., 30 days]. Clauses relating to confidentiality, indemnity, data protection, and dispute resolution shall survive termination.

30. CONFIDENTIALITY

30.1 Both Parties shall treat all non-public information (e.g., Rates, Client data, business practices) received under this Agreement as confidential.

30.2 Confidential information shall not be disclosed to third parties except as required by law or to fulfil obligations under this Agreement.

30.3 This obligation shall survive termination of the Agreement for a period of [Insert Duration, e.g., 3 years].

31. INDEMNITY AND LIMITATION OF LIABILITY

31.1 Indemnity:

Each Party shall indemnify the other against losses, claims, or liabilities arising from: (i) Breach of this Agreement; (ii) Negligence or willful misconduct; (iii) Inaccurate information provided to the other Party.

31.2 Limitation of Liability:

Air IQ’s liability under this Agreement shall be limited to the commission or fees earned from the relevant Booking. Neither Party shall be liable for indirect, consequential, or punitive damages, including loss of profits or business opportunity.

32. GOVERNING LAW AND DISPUTE RESOLUTION

32.1 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of India.

32.2 Jurisdiction:

The courts of Siliguri, West Bengal shall have exclusive jurisdiction over any disputes arising from this Agreement.

32.3 Dispute Resolution:

Any dispute arising under this Agreement shall first be resolved through good-faith negotiations. If unresolved within 30 days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator appointed mutually by the Parties. The arbitration shall be conducted in [Insert City], in English.

33. MISCELLANEOUS

33.1 Entire Agreement:

This Agreement, including any annexures, constitutes the entire understanding between the Parties and supersedes all prior agreements.

33.2 Amendments:

No amendment to this Agreement shall be valid unless made in writing and signed by both Parties.

33.3 Severability:

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force.

33.4 Waiver:

No waiver of any term shall be deemed a continuing waiver unless expressly agreed in writing.

33.5 Notices:

Notices under this Agreement shall be in writing and sent to the Parties’ registered addresses or designated email IDs via registered post or email with acknowledgment.

33.6 Assignment:

Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, except to affiliates or successors in a merger or acquisition.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

WITNESSES: