LIBE TERMS, CONDITIONS AND NOTICES

ACCEPTANCE OF TERMS

LIBE is an online service that enables users to search, find and book travel experiences in Kerala, India. LIBE offers a variety of activities and services ("Products") made available by LIBE's mobile application ("Application"). This Application is provided to assist service provider/agent/guide in gathering activity information, posting opinions of them and searching for and booking reservations for Products, and for no other purposes. 

The term "Event Provider" refers to the service provider/agent/guide using the Mobile App or visiting the Website.

DEFINITIONS 

The following capitalized words and expressions, whenever used in this Agreement, unless repugnant to the meaning or context thereof, shall have the respective meanings set forth below: 

“Confidential Information” shall include, but is not limited to inventions, ideas, concepts, know-how, techniques, processes, designs, specifications, drawings, patterns, diagrams, flowcharts, data, Intellectual Property Rights, manufacturing techniques, computer software, methods, procedures, materials, operations, reports, studies, and all other technical and business information in oral, written, electronic, digital or physical form that is disclosed by either Party and its directors, employees, advisors and consultants and vice versa under this Agreement and any other agreements/documents and/or transactions contemplated between the Parties under this Agreement; 

“Customers” shall mean the customers who have booked confirmed activities through a Platform; 

“Event” shall mean [all events done by the organiser] at the Venue; 

“Event Date” shall mean [all dates of the event]; 

“Intellectual Property Rights” shall mean all rights and interests, vested or arising out of any industrial or intellectual property, whether protected at common law or under statute, which includes (without limitation) any rights and interests in formats of inventions, copyrights, designs, trademarks, trade-names, knowhow, business names, logos, processes, developments, licenses, trade secrets, goodwill, manufacturing techniques, specifications, patterns, drawings, computer software, technical information, research data, concepts, methods, procedures, designs and any other knowledge of any nature whatsoever throughout the world, and including all applications made for the aforesaid, rights to apply in future and any amendments/modifications, renewals, continuations and extensions in any state, country or jurisdiction and all other intellectual property rights whether available at this time and/or in future;

“Losses” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including all reasonable costs and expenses of attorneys and the defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened) and all costs of investigation in connection therewith; 

“Ticket” shall mean a ticket or reservation (whether in physical or electronic form, as permitted under law) that allows the holder thereof access to the Event, on the Event Date, time and Venue identified in such ticket or reservation; 

“Venue” shall mean [all venues at which the event will take place].

  1. APPOINTMENT & SERVICES

2.1 Event Provider hereby appoints Libe for providing the Services (as defined hereinafter). Libe hereby agrees and undertakes that it shall (a) facilitate searching of activities, booking of Tickets through the Platforms (as defined herein below); and It is clarified that: 

(a) Libe is a platform provider, where the sale of Tickets shall at all times be concluded between the Event Provider and the Customer. Accordingly, the Ticket issued to Customers shall be on behalf of the Event Provider; and 

(b) Libe is not responsible for booking or sale of Tickets through any medium or at any location (such as the Venue or other any physical points of sale) other than the following platforms (“Platforms”): 

  1. websites owned or controlled by Libe (including “website”) accessible through computers or WAP or GPRS enabled mobile phones; 
  2. mobile applications of Libe; 

iii. voice and data channels (including IVRs) to be facilitated by Libe; 

  1. any platforms owned and/or operated by third party(ies) associated with Libe; and 
  2. any other booking medium that Libe may introduce in future.

 

  1. RESPONSIBILITY OF EVENT PROVIDER: 

3.1 The Event Provider shall: 

(a) notify Libe of all discounts, schemes and benefits that it intends to offer in relation to Tickets at least 3 (three) days prior to such offer becoming effective and shall give an exclusive right to Libe to make the same offer to customers in respect of booking of Tickets through the Platforms; 

(b) obtain all necessary approvals, permissions, licenses, no-objections, clearances etc. from the relevant governmental authorities as may be required to hold the Event in accordance with law and availing the Services, at its sole expense and cost; 

(c) Comply with all laws applicable to the Event in all respects; 

(d) Immediately notify Libe, if it discontinues or modifies any aspects of the Event (including any services / facilities associated with the Event) and/or Facilities; 

(e) Ensure the safety of Customers throughout the Event and undertake necessary measures and actions for such purpose and be solely responsible for any loss, damage or injury caused to Customers without any recourse or cost to Libe; 

(f) promptly notify Libe of any delay, postponement or cancellation of the Event or any events, facts, circumstances or developments that may be reasonably likely to result in any delay, postponement or cancellation of the Event; 

(g) defend at its cost, any suit, claim or action brought against Libe in connection with the Services or the Event having regard to the expense and effort that the Event Provider would have reasonably invested as if the said suit, claim or action has been brought against it; 

(h) It will provide such information as Libe reasonably requests and shall otherwise cooperate with Libe in order to give full effect to the provisions/terms of this Agreement; 

(i) engage the services of a reputed security agency to provide external physical security at the Venue on the Event Date; 

(j) Reimburse the full cost and expense of any loss, damage or injury caused to property or personnel (whether owned or contracted) made during the time of booking the Venue, for the purpose of the Event

3.2 Without prejudice to any rights of Libe, Event Provider shall promptly notify Libe if it is unable to fulfill its obligations mentioned above, whether or not on account of reasons attributable to it.

  1. RESPONSIBILITY OF LIBE: 

Libe shall render the Services in a professional and competent manner.

  1. REPRESENTATIONS AND WARRANTIES OF PARTIES: 

Each Party represents and warrants to the other that: 

5.1 It is duly organized, validly constituted under the laws applicable to it and is in good standing and that it has full authority and necessary approvals as required under law, contract and its charter documents to enter into this Agreement and to perform its obligations hereunder according to the terms hereof; and 

5.2 That execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly and validly authorized by all necessary corporate or other action as may be required by it. This Agreement constitutes legal, valid, and binding obligation of such Party, enforceable against it in accordance with the terms hereof.

  1. CONSIDERATION & PAYMENT TERMS 

6.1 Libe will charge a commission on confirmed ticket (if any). (“Commission Fee”). 

6.2 Libe is entitled to charge a booking fee to the Customers transacting on its Platforms. 

6.3 The following terms shall be applicable to payments to be made under this Agreement: 

(a) Libe shall release all monies collected by it on account of booking of activity Tickets through the Platforms to Event Provider on the date or within such time as mentioned in Schedule 2 of this Agreement post deduction of its Commission and platform Fee and/or Consideration. 

  1. CANCELLATION OF EVENT 

7.1 If due to any reason whatsoever (other than due a force majeure event) whether or not attributable to the Event Provider, the Event is cancelled, not held at the time or venue originally publicized or delayed past the Event Date or if there is any material change to the Event that entitles customers to seek refunds for the Tickets booked through the Platforms, Libe shall charge an amount as mentioned in Schedule 2 of this Agreement as a cancellation charge (“Cancellation Charge”). 

7.2 In the event any refund of the Ticket price and any other costs (“Refund Amount”) are required to be processed by Libe, the Event Provider shall remit to Libe an amount equivalent to the Refund Amount within 7 (seven) days of being notified by Libe in this regard. In the event that the Event Provider fails to refund the Refund Amount to Libe within such 7 (seven) days period, then without prejudice to its other rights, Libe shall be entitled to adjust the same against the Advance Amount and amounts pending release to the Event Provider under this Agreement, if any.

7.3 Approved refund will be credited to the original payment method with 7 days.

  1. LIMITATION OF LIABILITY OF LIBE 

In no event shall Libe, nor any employee, officer, affiliate, director, shareholder, agent or subcontractor acting on behalf of Libe be liable to any third party for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of the performance of this Agreement, including, but not limited to, damages resulting from or arising out of the omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions by third parties, resulting in any failure of the performance of Libe. Libe shall have no liability whatsoever to or any third party in any circumstances. Event Provider shall be solely responsible for the accuracy of all information relating to the Event including validity of the Ticket prices and any other charges and/or other information relating to the Services. Other than as expressly provided in this Agreement, Libe shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, Customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations relating to or in respect of the Services unless it is directly related to the Services. Such services shall be the sole responsibility of the Event Provider and the Event Provider shall bear any and all expenses and/or costs relating thereto.

  1. INTELLECTUAL PROPERTY RIGHTS / TERMINATION CLAUSE

10.1 Unless extended mutually in writing by the Parties, this Agreement shall be valid for the period mentioned in Schedule 2 of this Agreement or until completion of payment obligations of both the Parties, whichever is later (“Term”). 

10.2 A Party may terminate this Agreement immediately by notice, if despite notice of breach from the non defaulting Party, the defaulting Party has not cured the breach within a period of 10 (ten) days of being notified of the breach as aforesaid. 

10.3 Either Party may terminate this Agreement at any time by providing the other Party with a thirty (30) days' prior written notice. 

10.4 Upon receipt of a termination notice from the Event Provider, Libe shall be entitled to immediately discontinue the display of advertisements relating to the Event displayed on its Platforms, if any. 

10.5 Termination of this Agreement shall be without prejudice to any rights accrued by Parties prior to termination hereof.

  1. BREAKDOWN OF PLATFORMS 

Any delay or failure in the performance by Libe under this Agreement shall be excused and shall be without liability if and to the extent caused by a technical or other failure of any of the Platforms for reasons that are beyond the reasonable anticipation or control of Libe, despite Libe's reasonable efforts to prevent, avoid, delay or mitigate the effect of such occurrence.

PROHIBITION AGAINST UNLAWFUL USE:

As a condition of the use of website, the user or service provider or agent or guide warrants that they will not use the website or mobile application for any purpose that is unlawful or illegal under any law for the time being in force within or outside India or prohibited by this agreement and/ or the terms and conditions including both specified and implied. In addition, the website or mobile application shall not be used in any manner, which could damage, disable, overburden or impair it or interfere with any other party’s use and/ or enjoyment of the website or mobile application. The user, Agent, service provider and guide shall refrain from obtaining or attempting to obtain any materials or information through any means not intentionally made available or provided for or through the website or mobile application. 

  1. INDEMNITY AND LIABILITY 

12.1 It is hereby clarified that the Platforms are only a medium through which the Event Provider has chosen to promote the Event and any dispute or claim of the customers regarding the organization of the Event shall be resolved directly by the Event Provider, with the customers, without any reference to Libe, except for the purpose of processing any refunds to customers who have made bookings using a Platform provided that the Event Provider shall have reimbursed to Libe the relevant amount to be refunded in advance. 

12.2 In the event any suit, claim or action is brought against Libe in connection with the Event, such suit, claim or action shall be defended by the Event Provider at its cost having regard to the cost and effort that the Event Provider would have reasonably invested as if the said suit, claim or action had been brought against it. 

12.3 Each Party agrees to indemnify and hold harmless the other for any losses caused / suffered to such other due to any breach of the representations, warranties and covenants of such Party. No Party shall be liable for any losses of the other Party that are indirect or remote. 

  1. CONFIDENTIALITY 

In connection with this Agreement, the Parties may exchange proprietary / confidential information / Intellectual Property (the “Confidential Information”). Each Party agrees that during the Term of this Agreement it will: (i) only disclose Confidential Information to its employees, officers, directors, agents and contractors (collectively “Representatives”) on a need to know basis, provided, the receiving Party ensures that such Representatives are aware of and comply with the obligations of confidentiality prior to such disclosure; (ii) not disclose any Confidential Information to any person other than as permitted under (i), without the prior written consent of the disclosing Party. Provided that the aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of Confidential Information which was either at the time received or which thereafter becomes, through no act or failure on the part of such Party, generally known or available to the public; and/or has been disclosed pursuant to the requirements of any statute/ law or a court/ tribunal order. All customer data collected by Libe or in the possession of Libe shall be retained by Libe and Event Provider shall not claim any right, title, interest whatsoever over such property. 

This Clause 13 shall survive and continue even after the termination of this Agreement

  1. FORCE MAJEURE 

Neither Party will be liable for failure to perform the obligations directly as a consequence of an unforeseeable event which is beyond the reasonable control of the affected Party, such as an act of God, natural disasters, riots, warfare, change in law, administrative or executive order, judicial order, government restrictions, lock downs, change in law and any event of like nature, outbreak of disease including but not limited to epidemic, pandemic and which essentially suspends the performance of the Agreement (“Force Majeure”). In the event a Force Majeure scenario shall continue unabated for a period of 30 days, the Party suffering such Force Majeure event hereto shall have the right to terminate this Agreement by furnishing written notice to the other with immediate effect, OR, the Parties may mutually decide to extend the Agreement on mutually agreed terms

  1. TAXES 

Each Party shall be responsible for payment of its respective income tax(es) or other applicable tax(es), including and not restricting Goods Service Tax (“GST)*, if applicable, to the extent based upon income derived from performance of this Agreement and as per the applicable tax laws. In case Party is under an obligation to deduct tax at source and/or any levy/tax, the deducting Party shall issue a requisite certificate to the other Party evidencing such deduction of tax. 

As per GST regulations, Libe shall collect tax at source (TCS) on the monthly value of supplies made through the Platforms from the date to be notified by the Government. In case the input tax credit including credit of TCS as mentioned, is not allowed to Event Provider due to its non-provision of the correct details to Libe or due to own non-compliance, Libe shall not be responsible for such non allowance to Event Provider. Event Provider shall be required to provide the relevant GST registration numbers or any other relevant information that may be required in this relation. 

*For the purpose of this agreement, the term ‘GST’ shall include the Central Goods and Services Tax (‘CGST’), the State Goods and Services Tax (‘SGST’)/Union Territories Goods and Service Tax (‘UTGST’), Integrated Goods and Services Tax (‘IGST’) , Cess and any other taxes levied under the GST related legislations in India as may be applicable. The term ‘GST legislation/s’ should be accordingly interpreted. 

In case the tax authorities try to recover from Libe any sum including but not restricted to tax, interest, penalty etc. due to any non-compliance by Event Provider with respect to sale of Tickets through Libe, Libe holds right to deduct an amount equivalent to the demand from the payments to be made to Event Provider. In case there are no payments to be made by Libe, Event Provider shall immediately reimburse to Libe the demand amounts (including associated litigation cost) if any upon notification by Libe.

  1. GOVERNING LAW AND DISPUTE RESOLUTION 

The terms of this Agreement shall be construed and interpreted in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement, during its subsistence and after its termination in any manner whatsoever, including the validity of this Agreement shall be referred to arbitration of a sole arbitrator mutually appointed by the Parties hereto. The Arbitration proceedings shall be conducted in accordance with the provisions contained in the Arbitration and Conciliation Act, 1996. The place of Arbitration shall be Kerala and the language of Arbitration shall be English. All fees and costs associated with the arbitral proceedings shall be borne by the Parties equally. The Parties hereby agree that the courts of Kerala shall have exclusive jurisdiction to enforce the arbitral award.

  1. BINDING EFFECT 

Notwithstanding anything contained herein, this Agreement shall be legally binding on the Parties and shall be enforceable against them.

  1. AMENDMENTS 

Subject to the terms of this Agreement, no modification of this Agreement shall be binding upon the Parties unless the same is in writing and signed by an authorised representative of each Party. Part performance shall not be deemed a waiver of this requirement.

  1. COUNTERPARTS 

This Agreement may consist of more than 1 (one) copy, each signed by the Parties to the Agreement. If so, the signed copies are treated as making up the one document and the date on which the last counterpart is executed is the Signing Date.

  1. SEVERABILITY 

If any provision or part thereof of this Agreement shall be held void or becomes void or unenforceable at any time, then the rest of the terms of this Agreement shall be given effect to as if such provision or part thereof does not exist in this Agreement. The Parties agree that such an event shall not in any manner affect the validity and the enforceability of the rest of the Agreement. No delay or omission by Libe in enforcing or performing any of the terms or conditions of this Agreement shall be construed as or constitute a waiver of obligations of Event Manager under this Agreement.

NOTICES

All notices and communications (including those related to changes in the terms and conditions, service, termination of service etc,.)  shall be in writing, in English and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail or sent via e-mail/ facsimile to the following address:

  1. LIBE:
  2. Others:

Notice shall be deemed to have been served 48 hours after it has been sent, dispatched, displayed, as the case maybe, unless, where notice has been sent by e-mail, it comes to the knowledge of the sending party, that the email address is invalid.

  1. ENTIRE UNDERSTANDING AND SET OFF 

This Agreement contains the entire arrangement, agreement and understanding of the Parties that relates to the subject matter. If any cost, loss, damage, expense, liability, claim, monies or obligation is incurred/fulfilled by Libe on behalf of the Event Provider, Libe shall have the right, and in addition to any other actions permitted by law, to offset the amount of any such cost, loss, damage, expense, liability, obligation or claim or monies against amounts due from Event Provider to Libe, including the right to offset any payment due from the Event Provider to Libe under this Agreement or any other agreement. This Agreement shall supersede all prior agreements executed between the Parties.

  1. REGISTRATION 

To start using a Service in the platform, you must complete the registration process for one or more of the Services by providing all of the required information within the Account Information section of the Libe Partner Program platform. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. Before you can begin to access or use any of the Services, you must provide us with certain mandatory pieces of information, including but not limited to your legal name (and/or that of your business), address, telephone number, website address (if applicable) and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.