Software licence and services agreement

Software Licence and Services Agreement

Version 1.0 · Specimen copy · 12 September 2026

This is the standard agreement. When you place an order, a copy naming you, your plan and the amount payable is produced for you to read and accept before any payment is taken.

Parties

Licensor	HotelOS, a private limited company Bengaluru, India
Licensee	[Licensee] Acting through [Authorised signatory]
Software	HotelOS — hotel management software, supplied for installation on the Licensee's own server and domain.
Plan	[Plan] · 365-day term · 1 property

This Agreement is made on the date the Licensee accepts it electronically. It is a contract formed by electronic means and is valid and enforceable under section 10A of the Information Technology Act, 2000 and the Indian Contract Act, 1872.

1. Definitions

Software means HotelOS, including its source files as delivered, together with any updates the Licensor supplies during the Term. Licence Key means the licence key and secret key issued to the Licensee. Licensed Domain means the internet domain recorded against the Licence Key, and its sub-domains. Term means the period in clause 4. Licence Server means the Licensor's system at https://eresbooking.com that authenticates the Licence Key. Guest Data means personal data about the Licensee's guests, employees and contacts held in the Licensee's installation.

2. Grant of licence

The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable licence, for the Term, to install and operate one copy of the Software on the Licensed Domain for the Licensee's own hotel operations, within the plan limits set out above. The Software is licensed, not sold. Copyright in the Software remains with the Licensor and is protected as a literary work under the Copyright Act, 1957.

3. What the Licensee may and may not do

The Licensee may modify configuration, content and styling, and may take copies for backup and disaster recovery. Nothing in this Agreement restricts any act the Copyright Act, 1957 permits a lawful possessor of a computer programme to do, including the acts described in section 52(1)(aa) to (ad) — making back-up copies and doing what is necessary to use the Software for the purpose it was supplied.

The Licensee shall not: sell, rent, lease, sub-licence, distribute or otherwise make the Software available to any third party; operate it as a service bureau or multi-tenant platform for other hotels; remove or obscure any copyright, licensing or attribution notice; or circumvent, disable or tamper with the licensing mechanism, including by intercepting or falsifying responses from the Licence Server.

4. Term, renewal and expiry

The Term is 365 days from the date the Licence Key is issued. The Licensee's installation begins displaying renewal notices 30 days before expiry. After the expiry date the Software continues to operate for a grace period of 15 days, after which it locks until the licence is renewed. Renewal extends the same Licence Key; nothing is reinstalled and no data is affected. The Licensor does not take automatic or recurring payments — every renewal is a fresh payment the Licensee authorises.

Locking does not delete anything. The Software, the Licensee's database and all Guest Data remain on the Licensee's own server at all times, including after expiry, suspension or termination.

5. The licence key and calling home

The installation authenticates itself against the Licence Server periodically. Each call sends only the Licence Key, the domain making the call, the software and PHP versions, an installation identifier and the originating IP address. No guest, booking, financial or staff data is sent. If the Licence Server cannot be reached the Software continues to run on its cached entitlement for a further period before locking, so a network failure does not stop the Licensee's front desk.

The Licensee shall keep the secret key confidential and tell the Licensor promptly if it is exposed. The Licensor may re-issue it on request.

6. Moving or changing the Licensed Domain

The Licensee may ask the Licensor to re-point the licence to a different domain at any time at no charge. The Licensor will not unreasonably withhold or delay a request. Transferring the licence to a different legal entity requires the Licensor's written agreement, which shall not be unreasonably withheld.

7. Fees, taxes and withholding

Fees are payable in advance in Indian Rupees and are exclusive of Goods and Services Tax, which is charged at the rate in force. A tax invoice complying with Rule 46 of the CGST Rules, 2017 is issued for each payment. Place of supply is determined under section 12 of the IGST Act, 2017, so the Licensee should give its GSTIN and State before payment where it wishes to claim input tax credit.

If the Licensee is required to withhold tax at source, it shall pay the fee gross of that deduction or, where it deducts, deposit the tax and furnish Form 16A promptly so the credit appears in the Licensor's Form 26AS. Licence fees are generally treated as royalty under section 194J of the Income-tax Act, 1961.

8. Refunds and cancellation

Because a licence is issued and bound to the Licensee's domain on delivery, fees are non-refundable once the Licence Key has been issued, except as follows. If the Software cannot be made to work on hosting that meets the Licensor's published requirements, and the Licensor cannot resolve it, the Licensee may cancel within 14 days of the Licence Key being issued for a full refund on deactivation of the installation. Refunds are made to the original payment method within 10 working days of approval. The payment policy at https://eresbooking.com/payment-policy.php forms part of this Agreement.

9. Support and updates

For the Term the Licensor provides the support and updates described in the Licensee's plan. Support is available Monday to Saturday, 9:00 to 18:00 IST, excluding public holidays. Support covers the Software as supplied. It does not cover the Licensee's hosting, network, domain, payment gateway accounts, third-party services, or faults caused by modification of the Software by anyone other than the Licensor.

10. Installation and the Licensee's responsibilities

The Licensee is responsible for its hosting environment, for keeping the server and its software patched, for its own backups, for the accuracy of what it records in the Software, and for the lawful use of the data it collects. The Licensee shall keep administrator credentials secure and shall not give the Licensor access to live systems except where it asks for support and does so knowingly.

11. Personal data

The Software runs on the Licensee's infrastructure and the Licensee's database. In relation to Guest Data the Licensee is the Data Fiduciary under the Digital Personal Data Protection Act, 2023 and is responsible for giving notice, obtaining consent where required, honouring Data Principals' rights, securing the data and reporting personal data breaches. The Licensor has no access to Guest Data and is not a Data Fiduciary or Data Processor in respect of it, save where the Licensee grants access during a support request, in which case the Licensor acts as a Data Processor on the Licensee's documented instructions and only for as long as the request requires.

The Licensor is the Data Fiduciary for the Licensee's account, order and licence records held on the Licence Server. Those are dealt with in the privacy policy at https://eresbooking.com/privacy.php, which forms part of this Agreement.

12. Security incidents

Each party shall notify the other without undue delay of any security incident affecting the other's data or systems. The Licensor complies with the directions issued by CERT-In on 28 April 2022, including reporting specified cyber incidents within six hours of noticing them and retaining ICT logs for 180 days. The Licensee is responsible for the same obligations in respect of its own installation.

13. Warranty

The Licensor warrants that it has the right to grant this licence, and that the Software will perform substantially as described in its documentation on hosting meeting the published requirements. The Licensee's sole remedy for breach of this warranty is repair, replacement, or the refund described in clause 8. To the extent permitted by law, no other warranty, condition or term is implied.

14. Limitation of liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded. Subject to that, the Licensor's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited to the fees paid by the Licensee under this Agreement in the twelve months before the event giving rise to the claim.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data. The Licensee is responsible for its own backups; the Licensor holds no copy of the Licensee's data and cannot restore it. This clause is an agreed allocation of risk reflected in the price, and is not a penalty within the meaning of section 74 of the Indian Contract Act, 1872.

15. Suspension and termination

The Licensor may suspend or revoke the Licence Key if fees are unpaid after written notice and a reasonable opportunity to pay; if the Software is redistributed or used outside this licence; if the licensing mechanism is tampered with; or if required by law. Either party may terminate for material breach that is not remedied within 30 days of written notice.

On termination the Licensee shall stop using the Software and remove the installation. Fees already paid are not refunded except under clause 8. The Licensee's data remains its own and stays on its own server.

16. Confidentiality

Neither party shall disclose the other's confidential information, including the secret key, pricing agreed outside the published list, and anything marked or reasonably understood to be confidential. This survives termination by three years. It does not apply to information that is public through no breach, independently developed, or required to be disclosed by law or a regulator.

17. Force majeure

Neither party is liable for failure to perform caused by an event beyond its reasonable control, including act of God, flood, fire, epidemic, war, civil unrest, strike, failure of a public telecommunications network or power grid, or an act of government. The affected party shall notify the other and use reasonable efforts to resume.

18. Publicity

The Licensor may name the Licensee and use its logo in a customer list, unless the Licensee tells the Licensor in writing that it would rather it did not. The Licensor will stop on request.

19. Notices

Notices to the Licensor go to administron@emails.com and, if the notice concerns a dispute, also to the registered office by a recognised courier. Notices to the Licensee go to the email address on its account, which the Licensee shall keep current. Email notice is effective on delivery.

20. Governing law and disputes

This Agreement is governed by the laws of India. The parties shall first try in good faith to resolve any dispute by discussion between senior representatives within 30 days. Failing that, the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is [city] and the language is English. Subject to the arbitration agreement, the courts at [city] have exclusive jurisdiction.

Both parties are acting in the course of business. The Licensee acknowledges that it is acquiring the Software for a commercial purpose within the meaning of section 2(7) of the Consumer Protection Act, 2019. Nothing in this clause takes away any statutory right the Licensee may nonetheless have.

21. General

This Agreement, with the plan description, the privacy policy and the payment policy, is the whole agreement between the parties and replaces anything said before it. If a clause is held unenforceable, the rest stands. A failure to enforce a right is not a waiver of it. Neither party may assign this Agreement without the other's written consent, except to a successor of substantially the whole of its business on notice. Nothing in this Agreement creates a partnership, joint venture or employment relationship. Any stamp duty payable on this Agreement under the Indian Stamp Act, 1899 or the applicable State law is borne by the Licensee.