Host Agreement

A. The Parties

This Host Agreement (the “Agreement”) is made between:

(1) BREAKBAG HOLIDAYS PRIVATE LIMITED, a company incorporated in 2015 under the Companies Act, 2013, bearing CIN U63090WB2015PTC208218 and GSTIN 19AAGCB4757N1Z1, having its registered office at Kolkata, West Bengal, India, operating the travel-stay brand “PaulStays” (the “Company” or “PaulStays”, which expression includes its successors and permitted assigns);

AND

(2) The Host — being the person or entity whose name, address, identification and property details are set out in Schedule A and in the onboarding record maintained by the Company (the “Host”, which expression includes the Host's heirs, legal representatives, executors, administrators, successors and permitted assigns).

The Company and the Host are each a “Party” and together the “Parties”.

B. Recitals

(i) The Company operates an online marketplace and technology platform under the PaulStays brand, through which travellers discover and book homestays, boutique villas, mountain retreats, heritage homes, forest cottages, riverside cottages, community stays and local guesthouses across North East India, Bhutan and other selected destinations.

(ii) The Host is the lawful owner of, or is duly authorised to operate and offer for short-stay accommodation, the property identified in Schedule A (the “Property”).

(iii) The Host wishes to list the Property on the Platform in order to receive Bookings from Guests, and the Company is willing to provide listing, marketing and booking-facilitation services strictly as an intermediary, on the terms set out below.

(iv) The Parties intend this Agreement to be legally binding, and to be executed and evidenced in electronic form.

1.1 In this Agreement, capitalised terms carry the meanings set out below. Terms defined in the PaulStays Terms and Conditions and not defined here carry the same meaning as in those Terms.

“Add-On Services” means any ancillary service the Host offers alongside the Stay — including meals, transfers, guides, bonfires, village walks, farm visits, local experiences or driver support.

“Applicable Law” means all laws, statutes, rules, regulations, notifications, circulars, government directions, court orders, tax laws, tourism rules, homestay and accommodation licensing requirements, municipal regulations, fire-safety norms, guest-registration and foreigner-reporting obligations, data protection laws and any other legal requirement applicable in India, in Bhutan, or in any other destination in which the Property is located.

“Booking” means a confirmed reservation of the Property generated through or reported to the Platform.

“Booking Value” means the total accommodation charges payable in respect of a Booking, including the charge for any Add-On Services and applicable taxes, but excluding any Guest-side Service Fee retained by the Company.

“Commission” means the amount payable by the Host to the Company in respect of each Booking, calculated at the rate set out in Schedule B.

“Confidential Information” has the meaning given in Clause 16.1.

“Guest” means any person who books, or stays at, the Property through the Platform, together with every person accompanying that person.

“Guest Data” means any personal data of a Guest that the Host receives through or in connection with the Platform, including names, contact details, identity documents, travel details and stay requirements.

“Losses” means any and all losses, liabilities, claims, demands, actions, suits, proceedings, costs, damages, penalties, fines, interest, judgments, amounts paid in settlement, and expenses, including reasonable legal and arbitration costs.

“Payout” means the amount remitted to the Host in respect of a Booking, being the Booking Value less the Commission, applicable taxes, and any lawful deduction or set-off under this Agreement.

“Platform” means the PaulStays website at www.paulstays.com, the PaulStays mobile application, the host dashboard, the booking system, and every associated support, payment and communication channel operated by or on behalf of PaulStays.

“Property” means the accommodation premises identified in Schedule A and listed by the Host on the Platform, together with its grounds, fixtures, contents and amenities.

“Schedule” means a schedule to this Agreement. Schedules A, B and C form an integral part of this Agreement.

“User Agreement” means, collectively, the PaulStays Terms and Conditions, Privacy Policy, Cancellation and Refund Policy, Guest Terms and Travel Regulations, and this Agreement.

1.2 Interpretation

• Headings are for convenience only and do not affect interpretation.
• The singular includes the plural and vice versa; any gender includes all genders.
• “Include”, “including” and “in particular” are illustrative and do not limit what precedes them.
• A reference to a statute includes that statute as amended, re-enacted or replaced from time to time.
• Where the Host is more than one person, or an entity, their obligations under this Agreement are joint and several.

2.1 This Agreement is executed in electronic form in accordance with the Information Technology Act, 2000 and the rules made under it. The Parties agree that this electronic record constitutes a valid, binding and enforceable contract.

2.2 The Host’s acceptance of this Agreement by any of the following means constitutes unequivocal acceptance and creates a legally binding contract:

• clicking an “I Agree”, “Accept” or similar button on the Platform;
• confirming acceptance in writing by email or WhatsApp;
• submitting onboarding details, documents or property information electronically;
• activating, or permitting the Company to activate, the Property listing on the Platform; or
• accepting, confirming or honouring any Booking generated through the Platform.

2.3 The Host expressly waives any requirement of a physical or wet signature, and agrees that electronic acceptance carries the same legal effect as a handwritten signature.

2.4 The Host represents and warrants that: (a) the Host has the legal capacity and authority to enter into this Agreement, and where the Host is an entity, the person accepting is duly authorised to bind it; (b) the Host has read and understood this Agreement in full; and (c) acceptance is voluntary and free of coercion, undue influence or misrepresentation.

2.5 The Host agrees that the Company’s electronic records — including acceptance logs, onboarding submissions, listing activations, booking confirmations, payout records and communications — constitute valid and sufficient evidence of the execution, acceptance and performance of this Agreement, and the Host will not dispute their admissibility on the ground that they are in electronic form.

2.6 Where the Company and the Host also execute a physical or separately negotiated agreement in respect of the Property, that agreement shall prevail over this Agreement to the extent of any express inconsistency, and this Agreement shall govern everything it does not address.

3.1 PaulStays operates solely as an intermediary and technology-enabled marketplace. Its role is confined to providing listing visibility, marketing support, discovery, booking facilitation, and limited payment-collection services as expressly set out in this Agreement.

3.2 At no time shall the Company be deemed to own, lease, possess, control, manage, supervise or operate the Property, or to provide the hospitality services delivered there. The Host operates the Property on the Host's own account, as an independent business.

3.3 Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or any agency — save for the limited payment-collection authority expressly granted in Clause 8. Neither Party may bind or obligate the other in any manner.

3.4 The Company is not responsible for the day-to-day operation of the Property, including check-in and check-out, housekeeping, maintenance, staffing, utilities, safety compliance, service quality, guest registration, or compliance with Applicable Law. Every operational, managerial and service responsibility in relation to the Property rests solely with the Host.

3.5 The Host shall not represent, imply or hold itself out as an employee, agent, partner, franchisee or authorised representative of the Company. The Host shall not make any statement, warranty, guarantee or commitment on behalf of the Company to any Guest or third party. Any such representation, made without the Company’s prior written authorisation, is a material breach of this Agreement.

3.6 The Host shall bear sole responsibility for all liabilities, claims, Losses, regulatory actions, penalties and obligations arising out of or relating to the ownership, possession, operation, maintenance or management of the Property. Nothing in this Agreement shall be read as shifting any such responsibility to the Company.

4.1 Listing and promotion. The Company shall list the Property on the Platform and may, at its sole discretion, promote, market, feature, bundle or distribute it through the Platform, its social media channels, digital marketing campaigns, paid advertising, affiliate networks, distribution partners and other online or offline initiatives.

4.2 No guarantee of business. The Company does not guarantee occupancy, revenue, booking volume, enquiry volume, search-ranking position, or any marketing outcome. The Host shall have no claim against the Company for low bookings or reduced revenue.

4.3 Content licence. The Host grants the Company a non-exclusive, royalty-free, worldwide, transferable and sub-licensable licence, for the term of this Agreement and for a reasonable period afterwards for archival and historical marketing purposes, to use, reproduce, adapt, edit, crop, translate, publish, display and distribute the photographs, videos, descriptions, logos, trade names and other content supplied by the Host, for the purposes of listing, marketing and promoting the Property and the Platform. The Host represents that it owns or holds all rights necessary to grant this licence and that the Company’s use will not infringe any third-party right.

4.4 Booking facilitation. The Company shall facilitate Bookings through the Platform and communicate booking confirmations, Guest details, payment status and stay information to the Host electronically.

4.5 Platform-originated bookings finalised offline. Where a booking enquiry originates through the Platform but is finalised directly between the Host and the Guest by offline or manual arrangement, the Host shall promptly notify the Company of the booking details. Such a booking shall be treated as a Platform-originated Booking for the purposes of reporting, Commission calculation and record-keeping, and the Commission shall be payable on it in full.

4.6 Curation and editorial discretion. The Company may curate, edit, re-order, feature, suppress or decline to publish any Listing, and may set editorial and quality standards for photographs and descriptions. The Company may decline to list, or may remove, any Property that in its reasonable opinion does not meet the character, quality or safety standards of the PaulStays brand.

4.7 Promotions. The Company may introduce promotional pricing, discounts, coupons, bundles, loyalty benefits or campaigns. Unless the Host has agreed otherwise in writing, no such promotion shall reduce the Host’s agreed net Payout for a Booking — the cost of the promotion is borne by the Company.

4.8 Support. The Company shall provide reasonable support to the Host and to Guests in connection with Bookings, and shall operate the grievance mechanism described in Clause 19.

The Host represents, warrants and undertakes to the Company, on the Effective Date and on each day the Property remains listed, that:

5.1 Title and authority

The Host is the lawful owner of the Property, or is duly authorised in writing by the lawful owner, to list, market and offer it for short-stay accommodation. Such listing does not breach any lease, tenancy, housing-society rule, cooperative bye-law, mortgage condition, local-authority condition, family arrangement or third-party contractual restriction.

5.2 Legal compliance

The Property complies with all Applicable Law — including municipal law, tourism and hospitality regulation, homestay registration requirements, zoning and building regulation, fire-safety norms, police-verification requirements, guest-registration and foreigner-reporting obligations (including Form C filing for foreign nationals), environmental and forest regulations where relevant, taxation laws, and every other statutory approval required to operate short-stay accommodation lawfully. The Host holds, and will maintain in force, every such licence, registration, permit and approval, and will produce evidence of them to the Company on request.

5.3 Safety and habitability

The Property is structurally sound, hygienic, habitable and fit for occupation. It has adequate sanitation, ventilation, utilities and safety measures — including functioning locks, safe electrical wiring, safe gas and heating installations, fire extinguishers and emergency exits where applicable, and compliance with local safety standards. The Host will maintain these throughout the term.

5.4 Accuracy of information

All information, documentation, permits, photographs, amenities, tariffs, descriptions and disclosures supplied to the Company are true, complete, accurate and not misleading. Photographs fairly represent the current condition of the Property. The Host will notify the Company in writing, promptly, of any change that affects the accuracy of the Listing — including renovation, damage, a change of ownership or management, the loss or lapse of a licence, or a change of contact or payout details.

5.5 The Host undertakes to:

• honour every confirmed Booking, without discrimination and without unjustified cancellation;
• avoid overbooking, and never reallocate, downgrade or reassign a unit allotted to a confirmed Guest;
• provide the essential utilities and advertised amenities — water, electricity, sanitation and the basic amenities described in the Listing — without unreasonable interruption, and to disclose honestly any known limitation in the Listing itself;
• maintain professional, courteous and lawful conduct towards Guests at all times;
• not discriminate against any Guest on the basis of religion, caste, race, ethnicity, region, gender, sexual orientation, nationality, marital status, disability, or any other characteristic protected under Applicable Law;
• verify each Guest’s identity documents at check-in and comply with every statutory guest-register and reporting requirement, including Form C reporting for foreign nationals;
• provide and keep active an accessible emergency contact number, answerable during the Guest’s stay;
• keep the Listing’s pricing, availability calendar and inclusions current and accurate; and
• notify the Company immediately of any accident, injury, safety incident, police or legal matter, guest misconduct, damage, local restriction, natural event or any other circumstance that may affect a Booking or a Guest.

5.6 Guest privacy — a strict obligation

The Host shall not install, operate or permit any hidden camera, recording device, listening device or surveillance equipment in any private area of the Property — including any bedroom, bathroom, changing area, or any other space in which a Guest is entitled to expect privacy. Any surveillance in a common or exterior area must be lawful and must be clearly and prominently disclosed in the Listing before booking. Breach of this clause is a material breach of the gravest kind. It will result in immediate delisting, permanent termination of this Agreement, withholding of all Payouts pending investigation, reporting to the police, and full recovery of all resulting Losses.

5.7 Intellectual property

The operation of the Property and the Host’s content will not infringe the intellectual property, publicity, privacy or other rights of any third party. The Host will be solely liable for any claim arising from such infringement.

5.8 Consequence of misrepresentation

The Host acknowledges that any material mismatch between the Listing and the actual Property, any misrepresentation, or any failure to provide an advertised amenity, may result in Guest refunds, relocation costs, financial penalties, suppression of the Listing, temporary suspension, permanent delisting, and recovery of all resulting Losses from the Host.

6.1 Many PaulStays destinations lie in permit-controlled, protected, tribal, forest or border regions, or in Bhutan. The Host warrants that it is fully aware of, and complies with, every legal and regulatory requirement applicable to receiving Guests at the Property in that destination.

6.2 The Host shall accurately disclose in the Listing, and shall inform the Company of, any requirement that affects a Guest’s ability to reach or stay at the Property — including any Inner Line Permit, Protected Area Permit, Restricted Area Permit, forest or wildlife entry permit, route permit, village or community restriction, curfew, or local prohibition.

6.3 Where the Property is in Bhutan or another country outside India, the Host warrants that it holds every licence, registration and approval required under the law of that country, and that it complies with that country’s tourism, taxation, guest-registration and entry rules.

6.4 The Host shall comply with all statutory guest-registration obligations, including maintaining a guest register and filing Form C in respect of every foreign national, within the timeframe required by law. Failure to do so is a breach of Applicable Law and of this Agreement, and the Host indemnifies the Company against any consequence of it.

6.5 The Host acknowledges that permits are the Guest’s own responsibility under the PaulStays Guest Terms and Travel Regulations, and that the Host must not represent to any Guest that PaulStays guarantees or procures any permit, visa or entry approval.

7.1 The Host sets the tariff for the Property. The Host shall keep pricing, availability, inclusions, exclusions, occupancy limits, house rules and the applicable cancellation terms accurate and current on the Platform at all times.

7.2 Rate integrity. The Host shall not offer, to a Guest who discovered the Property through PaulStays, a lower rate or a better inclusion for the same dates and configuration outside the Platform, for the purpose of avoiding Commission. This does not restrict the Host from setting different prices on other channels in the ordinary course of business, or from pricing freely for guests who did not come through PaulStays.

7.3 The Host shall not collect any charge from a Guest beyond what is disclosed in the Listing or in the booking confirmation, or agreed with the Company in writing. Any additional service charged at the Property — meals, bonfire, laundry, transport, guide, parking, extra bedding, driver accommodation, pet stay — must be disclosed to the Guest before it is provided.

7.4 The Host shall not attempt to renegotiate the price of a confirmed Booking, or to demand a supplement at check-in.

7.5 Where a manifest pricing error, system glitch or obvious typographical mistake produces an incorrect price, the Company may cancel or correct the affected Booking without liability, on reasonable notice to the Host and the Guest.

8.1 Commission. The Host shall pay the Company a Commission on each Booking, at the rate and on the basis set out in Schedule B. The Commission is exclusive of GST and other indirect taxes, which the Company shall levy on its Commission in accordance with Applicable Law.

8.2 Limited payment-collection authority. The Host authorises the Company to collect Booking payments from Guests on the Host's behalf, solely as a limited payment-collection agent, and to engage third-party payment gateways, aggregators and processors for this purpose. This authority is confined to payment collection and remittance. It does not make the Company a party to the stay contract, does not make the Company responsible for service delivery, and does not create any wider agency.

8.3 Payout. Where the Company collects payment from the Guest, it shall deduct the Commission, applicable taxes and any lawful set-off, and remit the balance to the Host in accordance with the payout cycle set out in Schedule B. Payout timelines, cycles and modes may be modified by the Company on reasonable prior notice.

8.4 KYC and payout details. Before any Payout is made, the Host must complete verification and provide valid documentation — government-issued photo identity, PAN, GSTIN where applicable, and bank account or UPI details. Payouts will be suspended, and the Listing may be removed, until this is complete. The Host is responsible for the accuracy of its payout details and bears the loss arising from any error in them.

8.5 Taxes. The Host is solely responsible for all taxes applicable to the accommodation and Add-On Services it provides — including GST, income tax, local levies, tourism taxes and municipal charges — and for its own invoicing, filing and record-keeping. Where Applicable Law requires, the Company may withhold or deduct tax at source and remit it to the relevant authority.

8.6 When PaulStays may withhold or delay a Payout

The Company may withhold, suspend or delay a Payout, in whole or in part, where:

• a Guest dispute, complaint or safety concern is pending;
• a refund claim or cancellation is in process;
• a chargeback has been initiated by a payment gateway, bank or card network;
• fraud, misrepresentation or a fake listing is reasonably suspected;
• the Host is in breach of this Agreement;
• the Host is non-compliant with Applicable Law, or a required licence has lapsed;
• a regulatory or police investigation is on foot; or
• the Host's verification or payout information is incomplete, expired or inaccurate.

The Company will inform the Host of the reason, and will release any properly due amount once the matter is resolved.

8.7 Set-off and recovery

The Company may set off, deduct or adjust against any current or future Payout: any refund made to a Guest, penalty, relocation cost, service-recovery cost, chargeback, tax, or any other amount payable by the Host under this Agreement. Where the recoverable amount exceeds the Payouts then due, the Host shall remit the balance to the Company within seven (7) days of written demand, failing which the Company may recover it as a debt, together with interest at the rate set out in Schedule B.

8.8 The Company shall not be responsible for any delay caused by a bank, payment gateway or financial institution.

9.1 Every Booking is governed by the PaulStays Cancellation and Refund Policy, read together with the specific cancellation terms the Host has selected for the Listing. The Host shall select an applicable cancellation policy for each Listing and shall adhere to it strictly.

9.2 Guest-initiated cancellation. Where a Guest cancels, the refund is determined by the cancellation terms applicable to that Booking. The Host agrees that such refund outcomes are binding, and that the Company may process the refund to the Guest as a facilitating agent, adjusting the amount against the Host’s Payouts.

9.3 Service Fees. Guest-side Service Fees collected by the Company are treated in accordance with the Cancellation and Refund Policy and may be non-refundable on a Guest-initiated cancellation.

9.4 Host-initiated cancellation — the Host's liability

A confirmed Booking is a promise made to a traveller who may be arriving from far away, often into a remote destination with few alternatives. Where the Host cancels a confirmed Booking, whether before or after the scheduled check-in, otherwise than for a genuine emergency, force majeure event, legal restriction or bona fide safety issue notified promptly to the Company, the Host shall be liable for:

• a full refund of the Booking Value to the Guest, including any service charge;
• the relocation cost incurred by the Company in arranging alternative accommodation of an equivalent or higher standard;
• any difference in tariff, where the alternative accommodation is more expensive;
• any service-recovery compensation or goodwill payment reasonably extended to the Guest; and
• the administrative charge or penalty set out in Schedule B.

9.5 Repeated Host-initiated cancellations, last-minute cancellations, or a refusal to honour a confirmed Booking, constitute a material breach of this Agreement and may result in suppression of the Listing, reduced visibility, financial penalties, withholding of Payouts, suspension, or permanent delisting, at the Company’s discretion.

9.6 Guest no-show

Where a Guest fails to check in within the applicable window without a valid cancellation, the treatment of that Booking is governed strictly by the applicable cancellation policy. The Host shall not independently negotiate or process a refund, impose an additional charge, or alter the treatment of a no-show Booking outside the Platform, without the Company’s prior written consent.

9.7 Host no-show — failure to provide access

Where the Host fails to make the Property accessible to a Guest at the scheduled check-in time — including where the Host is unresponsive, unavailable, or no representative is present to receive the Guest — the Guest may contact PaulStays support. The Company will make reasonable efforts to reach the Host. If the Host does not respond and access is not provided within sixty (60) minutes of the Company's first attempt to make contact, the matter shall be treated as a Host-initiated cancellation under Clause 9.4, the Guest shall be entitled to a full refund, and the Company may impose the applicable penalty and relocation cost on the Host. In assessing this, the Company will act reasonably and will take into account any genuine local difficulty — such as a network outage, a landslide or a road closure — of which the Host has given prompt notice.

9.8 Recovery

Refunds, adjustments and settlements relating to cancellations and no-shows may be processed by the Company through its payment partners. The Company may deduct, set off or adjust any such amount, together with any penalty, relocation cost, chargeback or service-recovery expense, against current or future Payouts. Where the amount exceeds the Payouts then due, the Host shall remit the balance within seven (7) days of written demand.

9.9 The Host shall notify the Company promptly of any circumstance that may affect its ability to honour a confirmed Booking — maintenance, an operational disruption, a regulatory restriction, a road closure or a force majeure event. Prompt notice allows the Company to protect the Guest and will be taken into account in the Company’s favour. Failure to give timely notice may result in enhanced penalties and additional liability.

10.1 Where a Guest reports, within twenty-four (24) hours of check-in, that the Property is unsafe, uninhabitable or materially different from the Listing, the Company will put the complaint to the Host and give the Host a reasonable opportunity to resolve it.

10.2 The Host shall respond promptly and cooperate fully in resolving the issue. The Company may request evidence from both the Guest and the Host.

10.3 Where the issue is resolved to a reasonable standard, the Booking continues. Where it is not resolved within a reasonable time, the Company may — acting reasonably and on the evidence available — arrange an alternative Stay for the Guest, approve a partial or full refund, or take such other step as is fair, in accordance with the Cancellation and Refund Policy. The cost of doing so may be recovered from the Host under Clause 8.7 where the issue is attributable to the Host.

10.4 The Company’s determination in such a matter is final as between the Company and the Host. The Company will act fairly and will hear the Host before making any determination that carries a financial consequence.

10.5 The Host acknowledges that subjective Guest dissatisfaction, weather, road conditions, and the ordinary limitations of a remote or experiential property are not, by themselves, grounds for a refund under the Guest Terms — and the Company will not penalise a Host for them.

11.1 The Company may monitor the quality, safety, accuracy and compliance of the Listing and of the Host’s service. Monitoring may include review of Guest feedback and ratings, complaint records, photographic verification, document verification, telephonic verification, virtual inspection, or a physical audit where reasonably required. The Host shall cooperate with any such review.

11.2 The Company may take corrective action where, in its reasonable opinion:

• the Property does not meet acceptable standards of hygiene, safety or service;
• the Listing contains false, misleading or inaccurate information;
• there are repeated Guest complaints or a pattern of poor service;
• the Host has breached Applicable Law or a regulatory requirement, or a licence has lapsed;
• the Host has breached this Agreement; or
• continued listing would expose the Company to reputational, legal or financial risk.

11.3 Corrective action may include: requiring rectification within a stated period; suspension of new Bookings; reduced listing visibility or suppression in search; withholding of Payouts; imposition of a penalty under Schedule B; or permanent delisting of the Property.

11.4 Except where immediate action is necessary to protect a Guest’s safety or to comply with the law, the Company will notify the Host of the concern and give a reasonable opportunity to remedy it before delisting the Property.

11.5 The Company’s decision on suspension or delisting is final and binding. The Company shall not be liable for any loss of revenue, business opportunity, goodwill or reputation arising from action taken in good faith under this Clause.

11.6 Suspension or delisting does not release the Host from its obligations in respect of Bookings already confirmed, which the Host must honour unless the Company directs otherwise.

12.1 The Host will receive Guest Data through the Platform in order to receive and host the Guest. The Host acknowledges that, once it receives Guest Data, it acts as an independent data fiduciary in respect of that data under the Digital Personal Data Protection Act, 2023, for the purposes of hosting the Guest and complying with its own statutory obligations.

12.2 The Host shall:

• use Guest Data solely for the purposes of the relevant Booking, the Stay, and compliance with Applicable Law;
• collect no more Guest Data than is necessary for those purposes;
• keep Guest Data secure and confidential, and restrict access to those who genuinely need it;
• retain Guest Data no longer than Applicable Law requires or permits, and securely destroy it thereafter;
• comply with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000 and the rules made under them, and any other applicable data protection law;
• notify the Company immediately of any personal data breach, loss, unauthorised access or misuse affecting Guest Data, and cooperate fully in investigating and remedying it; and
• cooperate promptly with any Guest request to access, correct or erase their data, and with any request from the Company or from an authority in connection with such a request.

12.3 The Host shall not, under any circumstances:

• sell, rent, trade or otherwise monetise Guest Data;
• use Guest Data for marketing, promotion or any communication unrelated to the Booking;
• disclose or publish a Guest's name, phone number, address, identity document, photograph or private message;
• add a Guest to any mailing list, broadcast group or promotional channel without that Guest's express consent; or
• use Guest Data to solicit a booking outside the Platform.

12.4 Breach of this Clause is a material breach of this Agreement. It may result in immediate suspension, withholding of Payouts, permanent delisting, reporting to the Data Protection Board of India or other authority, and recovery of all resulting Losses, including any penalty imposed on the Company.

12.5 The Host shall indemnify the Company in full against any Loss arising from the Host’s misuse of Guest Data or breach of any data protection law.

13.1 The Host bears sole and exclusive responsibility for the ownership, possession, control, management, operation, maintenance and condition of the Property, and for the hospitality services provided there — including Guest safety, staff conduct, service standards, regulatory compliance, and any incident occurring at or in connection with the Property.

13.2 The Company shall not be liable for any injury, death, illness, loss, theft, damage, misconduct, negligence, deficiency of service, property damage, data misuse, regulatory violation, or any other act or omission arising out of or in connection with the Host’s operations, the condition of the Property, or the conduct of the Host or the Host’s family, employees, agents, contractors or representatives.

13.3 Host indemnity

The Host shall indemnify, defend and hold harmless the Company, its holding, subsidiary and affiliate entities, and its and their directors, officers, employees, agents and representatives, from and against any and all Losses arising out of or relating to:

• the ownership, operation, management or condition of the Property;
• bodily injury, illness, death or property damage occurring at or in connection with the Property;
• breach of any representation, warranty, undertaking or obligation under this Agreement;
• violation of any Applicable Law, licence condition, permit requirement or statutory obligation, including any guest-registration or foreigner-reporting failure;
• any Guest complaint, consumer dispute or regulatory proceeding arising from the Host's acts or omissions;
• negligence, fraud, wilful misconduct or misrepresentation by the Host;
• misuse of Guest Data, or breach of any data protection law;
• unlawful surveillance or invasion of a Guest's privacy; or
• infringement of the intellectual property or other rights of any third party.

13.4 This indemnity survives termination of this Agreement and applies whether the claim arises during or after the term, provided the cause of action relates to the period in which the Property was listed on the Platform.

13.5 The Company will notify the Host of any claim to which the indemnity applies. The Host shall provide reasonable assistance at its own cost, and the Company reserves the right to assume the exclusive defence and control of any such matter, in which case the Host shall cooperate fully.

13.6 The Company's liability

Notwithstanding anything to the contrary in the Terms and Conditions, the aggregate liability of the Company to the Host — whether in contract, tort (including negligence), statute, strict liability or otherwise — shall not exceed the total Commission actually received and retained by the Company from the Host in the three (3) months immediately preceding the event giving rise to the claim.

13.7 The Company shall in no event be liable to the Host for any indirect, incidental, special, consequential, punitive or exemplary damage — including loss of profit, loss of revenue, loss of goodwill, business interruption or loss of opportunity — even if advised of the possibility.

13.8 The Host acknowledges that the Company acts solely as an intermediary, and that any Guest claim relating to the accommodation or the hospitality services lies against the Host and not against the Company.

13.9 Nothing in this Clause excludes or limits any liability that cannot lawfully be excluded or limited under Applicable Law.

14.1 The Host is solely responsible for obtaining and maintaining, at its own cost, adequate and valid insurance in respect of the Property and the operations conducted at it. Such insurance should include, as appropriate: property insurance; fire and special-perils insurance; public liability insurance; third-party liability insurance; and any other cover reasonably necessary for the risks associated with short-stay accommodation — including, in hill, forest and riverside locations, cover for landslide, flood, storm and fire.

14.2 The Company does not provide, arrange or procure any insurance for the Host, and shall not be responsible for any uninsured loss, damage, injury, theft, accident or liability arising in connection with the Property or the Host’s services.

14.3 The Host is solely liable for any claim made by a Guest or a third party in relation to personal injury, illness, death, property damage or theft occurring at or in connection with the Property, whether or not the Host holds insurance.

14.4 The existence, absence, inadequacy or lapse of insurance does not limit or reduce the Host’s indemnity obligations under Clause 13.

14.5 The Company may require the Host to produce evidence of current insurance cover, and may suspend the Listing where the Host cannot do so.

15.1 Neither Party shall be liable for a failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control — including an act of God, natural disaster, flood, cloudburst, earthquake, landslide, storm, fire, epidemic or pandemic, government restriction or order, curfew, lockdown, road or border closure, permit revocation, civil unrest, strike, bandh, labour dispute, war, terrorism, insurgency, power failure or internet outage (a “Force Majeure Event”).

15.2 The affected Party shall notify the other promptly of the Event and its expected duration, and shall use reasonable efforts to mitigate its impact. Given the terrain in which many of our properties sit, a Host who is affected by a landslide, road closure or flood must tell the Company at the earliest opportunity so that arriving Guests can be protected.

15.3 Where a Booking is affected by a Force Majeure Event impacting the Property, the Host shall cooperate with the Company in processing cancellations, rescheduling, credits or refunds in accordance with the Cancellation and Refund Policy.

15.4 Where a refund is made to a Guest because of a Force Majeure Event affecting the Property or the Host’s ability to receive the Guest, the Company may recover or adjust the refunded amount against Payouts due to the Host, unless otherwise agreed in writing. A Host who has given prompt notice under Clause 15.2, and who cooperates fully, will not be penalised beyond the refund itself.

15.5 Force majeure does not excuse the Host from its obligations relating to Commission already accrued, indemnity, confidentiality, data protection, dispute resolution, or any obligation that by its nature survives termination.

15.6 Where a Force Majeure Event continues for more than thirty (30) consecutive days and materially affects performance, the Company may suspend the Listing or terminate this Agreement without liability.

16.1 “Confidential Information” means any non-public, proprietary, commercial, technical, financial, operational, strategic or business information disclosed or made available by the Company to the Host, in any form — including commission structures, pricing models, booking and performance data, guest information, marketing strategies, expansion plans, business methods, technology architecture, software, algorithms, analytics, internal policies, contractual arrangements, financial information and trade secrets — and any information that by its nature ought reasonably to be regarded as confidential.

16.2 The Host acknowledges that Confidential Information remains the exclusive property of the Company.

16.3 The Host shall not disclose, publish, transmit, reproduce or otherwise make available any Confidential Information to any third party without the Company’s prior written consent, except where strictly necessary to perform this Agreement.

16.4 The Host shall use Confidential Information only to perform this Agreement, and shall not exploit it for its own benefit or that of any third party. The Host shall apply reasonable safeguards to protect it and shall restrict access strictly on a need-to-know basis.

16.5 The Host shall not, directly or indirectly:

• misuse Guest Data obtained through the Platform for independent marketing or any unrelated commercial purpose;
• use Guest contact information outside the scope of a confirmed Booking;
• replicate, reverse-engineer, scrape or attempt to derive the Company's systems, algorithms or business insights; or
• publicly disclose the commercial terms of this Agreement without the Company's prior written consent.

16.6 Confidential Information does not include information that: is or becomes publicly available without breach of this Agreement; was lawfully known to the Host before disclosure; is independently developed without use of the Company’s Confidential Information; or is required to be disclosed under a lawful court order or statutory obligation, provided the Host gives the Company prior written notice where legally permitted.

16.7 The obligations in this Clause survive termination for three (3) years, or for such longer period as any applicable data protection or intellectual property law requires. Obligations in respect of Guest Data survive for as long as the Host holds that data.

16.8 A breach of this Clause is a material breach, entitling the Company to seek injunctive relief, damages, recovery of Losses and any other remedy available at law.

17.1 The Company invests substantially in marketing, technology, brand development and traveller acquisition. Every Guest introduced to the Host through the Platform is, for the purposes of this Clause, a customer of the Platform.

17.2 The Host shall not, directly or indirectly, circumvent or bypass the Platform by soliciting, encouraging or inducing any Guest who discovered, contacted or booked the Property through PaulStays to make a future booking outside the Platform for the purpose of avoiding Commission.

17.3 In particular, the Host shall not:

• share personal contact details, a private booking link, a QR code, a visiting card, a social media handle or a website with a Guest for the purpose of facilitating an off-platform booking;
• place promotional material at the Property that invites Guests to book directly next time in order to avoid the Platform;
• offer a discounted rate conditional on the Guest cancelling and rebooking outside the Platform;
• solicit a repeat booking from a Platform-sourced Guest outside the Platform during the term; or
• accept an off-platform booking from a Platform-sourced Guest without reporting it to the Company and paying the Commission due on it.

17.4 Where the Host engages in circumvention or off-platform booking involving a Guest introduced through the Platform, the Company may:

• recover the Commission that would have been payable on the booking or bookings;
• impose the circumvention penalty set out in Schedule B;
• adjust those amounts against pending or future Payouts;
• suspend or delist the Property; and
• terminate this Agreement with immediate effect.

17.5 This Clause applies during the term and for twelve (12) months following termination, solely in relation to Guests first introduced to the Host through the Platform during the term. It does not restrict the Host from dealing freely with guests the Host sourced independently, or from listing the Property on other channels.

17.6 The Host acknowledges that a breach of this Clause would cause the Company irreparable harm, and that the Company may seek injunctive relief, damages and any other remedy without needing to prove actual monetary loss.

18.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Clause.

18.2 Termination for convenience. Either Party may terminate this Agreement, without assigning a reason, by giving thirty (30) days’ prior written notice by email or through the Company’s designated communication channel.

18.3 Immediate termination or suspension by the Company

The Company may suspend or terminate this Agreement with immediate effect, and without prior notice, where:

• the Host has committed fraud, misrepresentation, or submitted false or forged information or documents;
• there has been a safety violation or an incident endangering a Guest;
• there has been unlawful surveillance of a Guest, or a serious invasion of Guest privacy;
• the Host has misused Guest Data or breached a data protection law;
• the Host has repeatedly cancelled confirmed Bookings, or has refused to honour one;
• the Host has materially breached any representation, warranty or obligation under this Agreement;
• the Host has violated Applicable Law, or a licence, registration or permit has lapsed or been revoked;
• the Host has behaved abusively or discriminatorily towards a Guest or towards the Company's team;
• the Host's conduct exposes the Company to reputational harm, legal exposure or financial risk; or
• the Host becomes insolvent or bankrupt, or loses legal capacity.

18.4 On suspension or termination, the Company may immediately remove or deactivate the Listing and stop accepting new Bookings.

18.5 What survives termination

Termination does not affect:

• Bookings confirmed before the effective date of termination, which the Host must honour unless the Company directs otherwise;
• the Company's right to recover outstanding dues, Commission, penalties, refunds, relocation costs or chargebacks;
• any accrued payment obligation; or
• any right, remedy or claim that arose before termination.

The provisions relating to indemnity, limitation of liability, confidentiality, data protection, non-circumvention, payment obligations, dispute resolution, and any clause which by its nature is intended to survive, shall continue in full force after termination.

18.6 Termination does not entitle the Host to any compensation, damages, or claim for loss of prospective profit, goodwill or business opportunity arising from removal of the Property from the Platform.

18.7 On termination, the Company shall remit to the Host any Payout properly due, after all lawful deductions and set-offs, and after the resolution of any pending dispute, damage claim, chargeback or investigation.

19.1 If the Host has a complaint — about a Payout, a penalty, a Guest, a delisting decision, or anything else — it should first be raised with PaulStays Host Support. We follow a three-stage escalation: first-level support, supervisory review, and then the Grievance Officer.

19.2 We will acknowledge a grievance within twenty-four (24) hours of receipt and will make reasonable efforts to resolve it within fifteen (15) days.

19.3 Before invoking arbitration under Clause 20, the Host agrees to attempt in good faith to resolve the matter through this mechanism.

20.1 This Agreement is governed by and shall be construed in accordance with the laws of India, without regard to conflict-of-law principles.

20.2 Amicable resolution. On any dispute, controversy or claim arising out of or relating to this Agreement — including its existence, validity, interpretation, performance, breach or termination (a “Dispute”) — the Parties shall first attempt to resolve it amicably, in good faith, within fifteen (15) days of one Party notifying the other in writing of the Dispute.

20.3 Arbitration. If the Dispute is not resolved within that period, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended.

20.4 The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement. If the Parties fail to agree within fifteen (15) days of the invocation of arbitration, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.

20.5 The seat and legal place of arbitration shall be Kolkata, West Bengal, India. The venue shall also be Kolkata unless the Parties agree otherwise. With the agreement of both Parties, hearings may be conducted by video conference — a practical accommodation for Hosts in remote locations.

20.6 The arbitration shall be conducted in the English language. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

20.7 Subject to the arbitration provisions above, the courts at Kolkata, West Bengal, India shall have exclusive jurisdiction in respect of any matter arising out of or relating to this Agreement — including an application for interim relief, the enforcement of an arbitral award, or any other judicial proceeding permitted by law.

20.8 Nothing in this Clause prevents either Party from applying to a court of competent jurisdiction for urgent interim or injunctive relief.

21.1 Relationship with the other PaulStays policies

The Host acknowledges that its use of the Platform is also governed by the PaulStays Terms and Conditions, the Privacy Policy, the Cancellation and Refund Policy, and the Guest Terms and Travel Regulations. Where there is any conflict, inconsistency or ambiguity between those documents and this Agreement, this Agreement prevails to the extent of the conflict in relation to the Host’s listing, hosting activity and commercial relationship with the Company. On all other matters, those documents apply.

21.2 Entire agreement

This Agreement, together with its Schedules and the documents referred to in Clause 21.1, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions, negotiations, understandings, representations and agreements, oral or written.

21.3 Amendment

The Company may amend, modify or update this Agreement from time to time for regulatory, operational or commercial reasons. Any change will be communicated electronically — through the Platform, by email, or by another digital channel. Continued listing of the Property, or acceptance of a Booking, after such notification constitutes acceptance of the revised terms. Where a change materially and adversely affects the Host’s Commission or Payout, the Company will give at least thirty (30) days’ notice, and the Host may terminate under Clause 18.2 if it does not agree.

21.4 Waiver

No failure or delay by the Company in exercising any right, power or remedy operates as a waiver of it, nor does any single or partial exercise preclude any further exercise of it or of any other right.

21.5 Severability

If any provision is held invalid, illegal or unenforceable, it shall be severed to the extent of the invalidity and the remaining provisions shall continue in full force.

21.6 Assignment

The Host shall not assign, transfer, subcontract or delegate any right or obligation under this Agreement without the Company’s prior written consent — including on a sale or transfer of the Property, in which case the Host must notify the Company and the incoming owner must accept a fresh Agreement. The Company may assign or transfer this Agreement to any affiliate, subsidiary, successor or acquirer without the Host’s consent.

21.7 Notices

Notices under this Agreement shall be given electronically, by email or through the Company’s designated communication channel, to the addresses on record. Electronic communication constitutes valid and sufficient notice. Each Party shall keep its contact details current.

21.8 No implied warranties

The Host acknowledges that the Company acts as an intermediary technology platform, and that no representation, warranty or guarantee not expressly set out in this Agreement binds the Company.

21.9 Binding effect and language

This Agreement binds and benefits the Parties and their respective permitted successors and assigns. It is made in the English language; any translation is for convenience only, and in the event of inconsistency the English version prevails.

This Agreement is executed electronically on the Effective Date, by the Host’s digital acceptance and the Company’s digital publication.

The Host acknowledges that acceptance through clickwrap confirmation, email confirmation, WhatsApp confirmation, onboarding submission, listing activation, or the acceptance of a Booking, constitutes valid execution of this Agreement and creates a legally binding and enforceable contract under Applicable Law.

To be completed at onboarding. Where the Host onboards electronically, the details recorded in the Company’s onboarding system constitute this Schedule.

Part 1 — Host Details

Part 2 — Property Details

Part 3 — Licences and Approvals (attach copies)

The commercial terms below apply to this Agreement. Where a figure is left blank, it is to be agreed in writing between the Parties at onboarding, and the agreed figure recorded in the Company’s onboarding system forms part of this Schedule.

These are the operating standards the Host agrees to maintain. They form part of the Host’s obligations under Clause 5 and are assessed under Clause 11.

C1. Safety — non-negotiable

• Functioning locks on every entrance door and on every guest room.
• Safe electrical wiring, with no exposed live wire, and safe gas and heating installations.
• A working fire extinguisher, and a clear means of escape where the layout requires one.
• Safe staircases, balconies and terraces — with railings where there is a fall risk.
• A working smoke or gas alarm where a wood, gas or kerosene appliance is used indoors.
• A first-aid kit, and a written note of the nearest medical facility and how to reach it.
• An accessible emergency contact number, answered during a Guest's stay.
• Absolutely no camera, recording device or surveillance equipment in any bedroom, bathroom, changing area or other private space.

C2. Cleanliness and comfort

• Fresh, clean linen and towels for every new Guest.
• A clean bathroom, with running water and working sanitation.
• Clean and pest-free rooms, bedding and common areas.
• Safe drinking water, or clear guidance on where to obtain it.
• Adequate lighting and ventilation.

C3. Honesty in the Listing

• Photographs that show the Property as it actually is today — not as it was before a renovation, and not another property.
• An honest description of the road, the final approach, and any walk or climb required to reach the Property.
• Honest disclosure of any limitation on electricity, hot water, mobile network, internet or road access.
• A clear statement of what is included and what is charged extra.
• Clear, complete house rules, disclosed before booking — not sprung on a Guest at check-in.

C4. Hospitality

• Honour every confirmed Booking.
• Respond to a Guest's message or call promptly, and be reachable on the day of arrival.
• Receive the Guest at the agreed check-in time, or arrange for someone to do so.
• Treat every Guest with courtesy and without discrimination.
• Verify identity documents and complete the guest register — including Form C for foreign nationals.
• Respect the Guest's privacy throughout the stay.

C5. Place and community

• Operate lawfully, with every licence and permission in force.
• Respect the local community, its customs and its environment.
• Dispose of waste responsibly, and encourage Guests to do the same.
• Where the Property is presented as a community or locally owned stay, ensure that the claim is true.

PaulStays — a brand of BREAKBAG HOLIDAYS PRIVATE LIMITED

CIN: U63090WB2015PTC208218 • GSTIN: 19AAGCB4757N1Z1

Kolkata, West Bengal, India • +91-7699002674 | +91-8910241090

support@paulstays.com • grievance@paulstays.com

— End of Host Agreement —