CAMPSITE PARTNERS AGREEMENT

Table of contents

Terms of Service
Intellectual Property
Terms of Operation
Confidentiality
Taxes
Exclusivity
Right to Inspect
Assignment
Terms of Information
Relationship
Indemnity
Warranties
Jurisdiction
Guest privacy

Information about legal rights, remedies and obligations. By accessing or using the FURUT Platform, you agree to comply with and be bound by these Terms of Service.

1. TERMS OF SERVICE

These Terms of Service (“Terms”) constitutes a legally binding agreement (“Agreement”) between CAMPSITE PARTNERS and FURUT governing access to and use of the FURUT website, including any subdomains thereof, and any other websites through which FURUT makes the FURUT Services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “FURUT Services”). The Site, Application and FURUT Services together are hereinafter collectively referred to as the “FURUT Platform”. Your use of the Website, Application and/or agreement signed (either electronically or otherwise) is an acknowledgment that you have reviewed the Terms and Conditions listed at https://camps.furut.net/campsite-partners-agreement/ page and agree to comply with these Terms.

FURUT reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the FURUT Platform. We will also provide you with notice of the modifications by email when they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the FURUT Platform will constitute acceptance of the revised Terms.

2. INTELLECTUAL PROPERTY

FURUT has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high quality environment friendly, sustainable campsites and connecting such network campsites to potential customers in a large scale under the mark “FURUT CAMPS” and other associated logos, designs and brands (“Marks”), while each CAMPSITE PARTNERS in the network continues to be an independent entity having an independent business which continue to provide services to their customers under their respective and distinct brand name/ logo/ name of establishment. The system includes proprietary and distinctive techniques, technology, training methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (“Camp-Proficiency”), all of which may be modified from time to time by FURUT, and which are directed towards promoting the network CAMPSITE PARTNERS in a manner that will enhance the goodwill associated therewith.

FURUT identifies high quality budget campsites or helps existing campsites to implement systems to enable them to transform into high quality environment friendly, sustainable and “zero-waste” campsites . Upon being satisfied that a campsite meets the standards prescribed by FURUT, FURUT lists and promotes the campsite as “FURUT CAMP”.

FURUT acknowledges that the CAMPSITE PARTNERS may, for its promotional purposes, need to highlight that it is a part of the network of campsites to which FURUT provides its services and strictly to that end, FURUT authorizes the CAMPSITE PARTNERS to use the Marks. The CAMPSITE PARTNERS undertakes not to do anything to prejudice or damage the goodwill in the Marks or the reputation of FURUT. If the CAMPSITE PARTNERS becomes aware of any infringement of the Marks by any other party trading with Marks similar or identical to the Marks, the CAMPSITE PARTNERS shall immediately notify the FURUT thereof in writing. Any use of the Marks by the CAMPSITE PARTNERS shall be deemed to be a use of the same by FURUT for the purpose of trademark protection and thus where required by FURUT, the CAMPSITE PARTNERS shall join with or assist FURUT at FURUT’s cost and expense in making or to make application to become a registered user of the Marks.

The CAMPSITE PARTNERS agrees in order to protect the FURUT’s intellectual property rights and maintain the common identity and reputation of the network, the CAMPSITE PARTNERS must comply with quality specifications laid down by FURUT from time to time. Any breach by CAMPSITE PARTNERS in respect thereof may cause irreparable harm and injury to FURUT and its intellectual property.

The CAMPSITE PARTNERS shall use all reasonable endeavors to conceive and develop new and improved methods of carrying out the Business and improvements in operating procedures and other additions or modifications to the existing technology and Camp-Proficiency of FURUT (hereinafter referred to as “Improvements”). The CAMPSITE PARTNERS agrees to disclose fully any Improvements to FURUT and FURUT shall determine the feasibility and desirability of incorporating them into FURUT’s existing technology and Camp-Proficiency. The CAMPSITE PARTNERS shall transfer all rights in any such Improvement to FURUT without any additional consideration.

3. TERMS OF OPERATIONS

A. USE OF FURUT PLATFORM & INTELLECTUAL PROPERTY

FURUT grants to the CAMPSITE PARTNERS during the period of this Agreement and subject to the terms and conditions hereof the permission to (i) utilize the Camp-Proficiency and (ii) be listed on FURUT Platform or any other online website, as may be expressly permitted by FURUT in writing, to market or promote bookings at the CAMPSITE PARTNERS by associating with the Mark “FURUT”.

The CAMPSITE PARTNERS undertakes that it will list 100% of its total accommodation inventory on FURUT Platform.

The CAMPSITE PARTNERS acknowledges that in order to facilitate the completion of FURUT’s obligations under this Agreement and other similar agreements, FURUT has the right to list all CAMPSITE PARTNERS within the network of FURUT as “FURUT CAMPS” on the FURUT Platform; this is irrespective of the fact that the CAMPSITE PARTNERS provides its services to customers (whether attracted through FURUT Platform or in any other manner) independently, under its own brand name. However, each CAMPSITE PARTNERS shall be solely responsible for providing the accommodation services to its customers. Once a booking has been confirmed to a customer on FURUT Platform, the CAMPSITE PARTNERS shall honor such bookings. In the event, the CAMPSITE PARTNERS is unable to honor the booking for any unforeseeable circumstances, the CAMPSITE PARTNERS shall provide alternate accommodation of comparable standards at the same price and without prejudice to its right to indemnification, the CAMPSITE PARTNERS shall be liable to pay liquidated damages amounting to twice the booking amount payable in respect of the booking period.

FURUT may advise the CAMPSITE PARTNERS in modifying the Premises to meet FURUT CAMP STANDARDS and agree on alterations or modification that may be required at the Premises through a mutually agreed “Campsite Audit Report”. The CAMPSITE PARTNERS shall ensure that the Premises is maintained and run as per the standards set out in the Campsite Audit Report and/or the operating, brand and FURUT CAMP STANDARDS as may be published (online or otherwise) from time to time during the term of this Agreement. FURUT shall have the right to amend these standards unilaterally and shall keep the CAMPSITE PARTNERS notified of any alterations and/or improvements in or to the operating, brand or FURUT CAMP STANDARDS.

The operating, brand and FURUT CAMP STANDARDS which exist as on date have been provided to CAMPSITE PARTNERS and it undertakes to make all such modifications/ alterations at its own cost and expenses.

FURUT may assist the CAMPSITE PARTNERS by providing the Camp-Proficiency which shall at all times remain the property of FURUT and train the CAMPSITE PARTNERS’s staff in the operation of the campsite as per the FURUT CAMP STANDARDS. FURUT shall keep the CAMPSITE PARTNERS notified of any alterations and/or improvements in or to the operating or brand standards. All operating costs, including the cost of employees, manpower, consumables, utilities rents, taxes etc. shall be the sole responsibility of the CAMPSITE PARTNERS.

The CAMPSITE PARTNERS acknowledges that it may be entitled to incentives or may be subject to disincentives based on its performance ranked and measured in accordance with the FURUT’s intellectual property protected CAMPSITE PARTNER SCORING POLICY as may be communicated by FURUT from time to time. The CAMPSITE PARTNERS agrees that the ranking and performance rating shall be as per the sole opinion of FURUT and the same shall not be subject to dispute by the CAMPSITE PARTNERS. FURUT shall have the sole discretion to change the terms of the said policy from time to time.

B. GUEST CHECK IN AND CHECK OUT POLICY

FURUT follows a standard 23 hour Check-in Check-out policy – 12 PM Check-in and 11 AM Check-out. In case of early Check-in or late Check-out request by guest, CAMPSITE PARTNERS shall provide the accommodation based on availability.

C. FOOD

The CAMPSITE PARTNERS agrees to abide with FURUT’s FOOD Standard; where the CAMPSITE PARTNERS fails to meet these requirements, such failure will be accounted for while scoring the CAMPSITE under FURUT’s CAMPSITE PARTNER SCORING POLICY.

The below requirement is applicable for both properties that have in-house kitchen as well as for those that procure food from outside.

Timing

a) Breakfast service must start at 8:00 am or earlier & must be available till 10:00 am or later.

b) Lunch service must start at 12.00 Noon or earlier & must be available till 2.00 P.M or later.

c) Dinner service must start at 9.00 P.M or earlier & Dinner service must be available till 11.00 P.M. or later.

Service Standards

a) Food should be served hot.

b) The dining area must be cleaned every time before the meal service.

c) The service staff must be well groomed..

Food standards

a) At least one item on the daily menu for meals must change everyday.

b) Menu can repeat after 7 days

c) In case buffet is served, the CAMPSITE PARTNERS should serve the same to the guest.

e) The CAMPSITE PARTNERS must be willing to make alterations in the menu suggested by FURUT, if required;

D. SERVICE & PLATFORM FEES

FURUT shall be entitled for a fee (hereinafter, “Service Fees”) for providing FURUT services to the CAMPSITE PARTNERS. This Service fees shall be exclusive of all taxes applicable on such transactions.

A) campsites where CAMP MANAGER (CAMP MARSHALLS) services are additionally provided: Incremental 1% over and above the base rate of [%] or [%] as applicable.

Revenue for the purpose of calculation of FURUT service fees and owner payout under this agreement shall mean to include all applicable charges for accommodation and other services, levies/cess/duties whether imposed by local/state/central authorities (wherever applicable), whether charged separately or not.

For some channels revenue share payable to CAMPSITE PARTNERS shall be calculated on the amount derived after deducting channel charges including but not limited to commissions, customer acquisition expenses, taxes etc. from the gross revenue generated.

B) FURUT will have the flexibility to determine the booking floor price, at its sole discretion with an aim to increase occupancy and revenue at your property. We believe that this would be in the interest of all concerned Parties i.e. the CAMPSITE PARTNERS, FURUT and the CUSTOMERS.

E. TITLE OF THE PROPERTY

CAMPSITE PARTNERS will maintain, at all times during the term of this contract, full ownership of the property and the business now or hereafter conducted therein or there from (or, if CAMPSITE PARTNERS’s right and interest in the Property is derived through a lease, concession or other agreement, the CAMPSITE PARTNERS shall keep and maintain such lease, concession or other agreement in full force and effect at all times throughout the term of the contract) free and clear of any lien, mortgage, charge or any other encumbrance. FURUT reserves the full right to undertake any modifications to the property.

CAMPSITE PARTNERS shall, at its own cost and expense, pay and discharge when due any property rents (including lease rents) and other rental payments, concession charges and any other charges payable in respect of the Property and undertake and prosecute all actions including appropriate actions, judicial or otherwise, required to assure quiet and peaceful possession and management of operations of the campsite during the term of the contract.

F. BUY AND SELL FOR CORPORATE CHANNELS

FURUT may opt to purchase campsites with/without value added services and re-sell them to FURUT customers under its own name. In such cases the CAMPSITE PARTNERS should issue a Tax Invoice / Bill of Supply in the name of FURUT at the contracted rates. If GST credit on such invoices are not passed to FURUT, the FURUT will deduct taxes while making payment to the campsite.

G. FURUT CAMPSITE SUSTAINABILITY SCORING POLICY

FURUT CAMPSITE SUSTAINABILITY scoring policy is aimed at rewarding those partners that provide great customer experience by adhering to FURUT’s committed standards. CAMPSITE adhering to the above standards will be awarded “BADGES” basis guest feedback. Non-adherence to these FURUT CAMP STANDARDS will attract penalty in the form of “Cross” and SUSTAINABILITY Penalty accomodation nights calculated basis SUSTAINABILITY score of the campsites.

Adherence to these standards is primarily driven by the SUSTAINABILITY as follows:

a). Constant availability: CAMPSITE should ensure no Check-in denials or shifting of a guest.

b). Compatible accommodations: CAMPSITE should ensure that guests are never checked-in a Never Stay accommodation (Never stay accommodations are accommodations marked as “Black” during FURUT’s regular accomodation audits).

c). Customer Reviews: CAMPSITE should ensure that FURUT guests should have a pleasant stay.

H. GUEST EXPERIENCE PRIORITIZATION

Most of the business at FURUT CAMPS is generated by repeat customers, i.e. customers who have had a pleasant experience in one property prefer choosing a FURUT CAMP over other campsites time after time. What makes this possible is our continued joint commitment to ensuring that customers have a great experience at every FURUT CAMPS, that makes them recommend and positively review us. This is only possible when FURUT campsites and our valued franchisees, such as yourself strictly uphold the high quality, service levels, and experience that customers have come to expect of us.

The SUSTAINABILITY SCORE score of your property is a strong indicator of your and our commitment to meeting these standards and thereby delivering great occupancy and positive recommendations for your property. Properties that consistently maintain a SUSTAINABILITY SCORE level of SCORE, SCORE and SCORE are highly sought after among customers and much appreciated. Therefore, notwithstanding anything, FURUT reserves the right to impose liquidated damages and/or disincentivize the CAMPSITE and levy charges on the CAMPSITE (and the CAMPSITE accepts to pay such charges) in the event the CAMPSITE (i) makes an incorrect booking, or (ii) denies check-in to guests or customers, or (iii) encourages the guest to cancel the booking to create an on-site/on-spot booking, or (iv) manipulating guest bookings, or (v) maintaining a low SUSTAINABILITY SCORE score, or (vi) fails to meet FURUT CAMP STANDARDS which may be found from time to time during audit conducted by FURUT.

The CAMPSITE further acknowledges that FURUT provides services to the CAMPSITE at subsidized costs given our strong relationship built on mutual trust and goodwill and FURUT reserves the right to charge and recover from the CAMPSITE such costs and fees that are incurred by FURUT, inter-alia, towards guest experience support, marketing and promotion to drive enhanced traffic and incidental costs, expenses or commissions towards bookings for your CAMPSITE basis requirements.

At FURUT, customer experience is a priority and the company is committed to ensuring that all guests at the CAMPSITE and all FURUT properties are able to have a pleasant and delightful stay experience. In case of any inconsistencies, FURUT will go out of its way to make amends with respect to customer experience. Therefore, in the event of an incorrect booking and/or overbooking and/or check-in deny and/or encouraging the guest to cancel the booking and create an on-site/on-spot booking and/or manipulating guest bookings and/or CAMPSITE’s failure to comply with its obligation pertaining to accommodation and tariff, FURUT may (a) find the guest alternative accommodation of equal or better standard (such as, equal or better star rating, facilities, and CAMPSITE facilities) to the original booking, which is either within CAMPSITE facility or in another CAMPSITE, (b) provide complimentary transport to and from the alternative accommodation, and/or (c) absorb the difference in accommodation rate above the net rate agreed at the time of booking on behalf of the CAMPSITE (“Resolution Cost”). In view of the above, FURUT reserves the right to charge the CAMPSITE for the inconvenience caused to the Guest (“Inconvenience Charge”) along with applicable taxes. The aforementioned Resolution Cost and the Inconvenience Charge plus applicable taxes shall be adjusted against the CAMPSITE’s monthly reconciliation amount (and/or at FURUT’s discretion, FURUT shall recover the same from the CAMPSITE). As millions of people book a FURUT CAMP, the experience in one CAMPSITE can significantly affect the potential business and reputation of all FURUT campsites. The objective here is thus to minimize situations where either the CAMPSITE or the customer are at the receiving end of a poor review or unsatisfactory customer experience.

4. CONFIDENTIALITY

All documents, instructions, details collected under this Agreement including the customer/guests’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement, account and sales information etc. shall be considered as secret and confidential information and CAMPSITE undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement. This Agreement is confidential in nature and shall not be disclosed by the Parties to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement, the CAMPSITE and its employees, officers, agents, proprietors, directors, shareholders, stakeholders (“Representatives”) may have access to Confidential Information of FURUT, which shall be kept fully confidential by the CAMPSITE and its Representatives. The CAMPSITE shall execute necessary non-disclosure agreement with its Representatives and take any other steps that it would reasonably take to protect such confidential information. The obligation under this provision shall survive termination or expiration of this Agreement.

5. TAXES

Each Party with respect to the services rendered in its individual capacity would be solely responsible for compliance of all applicable laws and payment of all applicable taxes, cess or duties as may be required.

Service fees charged by FURUT to CAMPSITE PARTNERS for providing Services shall be exclusive of all taxes applicable on such transactions.

In this regard it is further clarified that the CAMPSITE PARTNERS is solely responsible for providing boarding and lodging services to the customers on a commercial basis and hence shall be solely responsible to pay appropriate taxes, cess or duties that may be levied on such service and any other ancillary purchase or sale of goods and services that are required for the purpose of rendering its services.

In the event FURUT is made liable to pay any tax under any law for the time being in force applicable on “CAMPSITE PARTNERS”, the Parties agree that FURUT shall have a right to recover the same from the CAMPSITE PARTNERS. The CAMPSITE PARTNERS shall pay such amounts without any demur or protest. FURUT may furnish a certificate/ document to demonstrate such claim for payment and proof of deposit of such tax from time to time.

6. EXCLUSIVITY

The CAMPSITE PARTNERS shall not during the period of its Agreement with FURUT, enter into any agreement directly or indirectly to engage with online aggregators in any manner for or in relation to selling/ marketing / promoting accomodation at the Premises. Provided , however that the CAMPSITE PARTNERS may continue to sell / promote accomodations either directly or through any other business partner, service provider (other than specifically named above) for marketing or booking services through online or offline channels with prior written consent of FURUT.

Notwithstanding anything stated herein, if the CAMPSITE PARTNERS defaults / breaches its obligation under this clause then the CAMPSITE PARTNERS shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages as may be determined by FURUT.

Breach of obligation under this clause shall be deemed to be a breach of material obligation and in addition to the remedies provided, FURUT shall have a right to terminate the Agreement.

7. RIGHT TO INSPECT

FURUT shall have a right to undertake periodic audits/ surprise checks to ensure that the CAMPSITE PARTNERS is adhering to the standards of FURUT from time to time. FURUT shall have a right to conduct such an audit without prior notice and through mystery customers. The CAMPSITE PARTNERS shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.

FURUT shall have a right to review the Guest records of the CAMPSITE PARTNERS. The CAMPSITE PARTNERS shall cooperate during such audit and provide necessary and correct information

8. ASSIGNMENT

The CAMPSITE PARTNERS shall not assign this Agreement to any third party without FURUT’s prior written consent. In the event there is a change in the control or management of the CAMPSITE PARTNERS, the CAMPSITE PARTNERS shall inform FURUT in writing and FURUT shall be entitled to terminate the Agreement with immediate notice in such case.

In case of sale of business or transfer of ownership, the owner or the shareholder of the CAMPSITE PARTNERS shall ensure that the intended purchaser of the business agrees to adhere to the terms of this Agreement. FURUT shall not be under any obligation to abide by this Agreement, unless the Agreement is novated.

If the CAMPSITE PARTNERS intends to change the ownership structure of his trading style to a partnership or to a limited company or in any other manner it is agreed that any such intended change shall be deemed to be an assignment of this Agreement;

FURUT shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the CAMPSITE PARTNERS thereof within a reasonable time thereafter.

9. TERM AND TERMINATION

The term of this Agreement shall be valid and binding upon the Parties for a period of 12 months from the date of acceptance of Agreement. The Agreement will be considered to be automatically renewed for another 12 months unless terminated by either Party in accordance with the Terms of this Agreement.

10. RELATIONSHIP

It is expressly agreed that nothing in this Agreement shall be construed as creating the relationship of employees, partners, collaborators, joint venture or principal agent between the Parties hereto. The Parties are independent contractors agreeing to provide mutual service on the basis of this rate and marketing contract. Neither Party shall bind the other by its acts, deeds or omissions other than to the extent set out in this Agreement.

11. INDEMNITY

Notwithstanding other obligations, the CAMPSITE PARTNERS shall indemnify FURUT and hold harmless, its officers, directors, employees, assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including without limitation, attorney’s fees and expenses and other costs of legal defense whether direct or indirect that they or any of them may sustain or incur as a result of any acts or omissions of the CAMPSITE or any of it directors, employees, officers or agents including but not limited to (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct (iii) misrepresentation made herein (iv) any delay in payment/ non-payment of taxes.

FURUT shall indemnify the CAMPSITE PARTNERS and hold harmless, its officers, directors, employees, assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including without limitation, attorney’s fees and expenses and other cost of legal defense whether direct or indirect that they or any of them may sustain or incur as a result of any acts or omissions of FURUT or any of it directors, employees, officers or agents arising out of (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct or (iii) misrepresentation made herein.

Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation 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.

The obligation under this Clause shall survive for a period of one year after termination of this Agreement.

12. WARRANTIES

CAMPSITE PARTNERS represents and warrants that it has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all its obligations, terms and conditions hereunder and neither the execution nor delivery of this Agreement, nor fulfillment nor compliance with the terms and provisions 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.

CAMPSITE PARTNERS additionally represents that it is operating its business in compliance with all applicable laws, regulations and statutes and it has the requisite licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the business.

13. JURISDICTION

If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms & Conditions, such dispute shall be referred to the arbitration of a single arbitrator to be appointed by the Parties. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in KOLKATA.

Any failure, delay or forbearance on the part of FURUT in: (i) exercising any right, power or privilege under this Agreement; or (ii) enforcing the terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by FURUT of any right, power or privilege preclude any other future exercise or enforcement thereof.

The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.

The courts in KOLKATA shall have exclusive jurisdiction to settle any disputes between the Parties under this Agreement.

14. GUEST PRIVACY

Keeping in line with global standards of data protection, security and integrity, FURUT has made significant investment in our systems, training and people and are revising our policies to have in place robust safeguards around data you collect through you and updating our guest privacy policies and standards.