1. Introduction & Company Information

1.1 About XPLORENEW TECHNOLOGIES PRIVATE LIMITED

XPLORENEW TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at 4th Floor, P.No. 1211, Above Apollo Pharmacy, Opp. Prajay Megapolis 2nd Gate, Venkata Ramana Colony, Hafeezpet, Hyderabad, Telangana – 500085, India, CIN: U73100TS2025PTC208533 and GSTIN: 36AAACX6082A1ZI (hereinafter referred to as “XploreNew”, “Company”, “we”, “us” or “our”), is engaged in providing technology-based software solutions for the hospitality and accommodation industry.

1.2 About Zesta PMS

Zesta PMS is a proprietary, cloud-based Property Management System (PMS) owned and operated by XploreNew and provided on a Software-as-a-Service (SaaS) basis. Zesta PMS is not a separate legal entity and does not act as a hotel operator, booking agent, travel agent, or property manager. The Platform functions solely as a technology tool to assist property owners in managing their internal operations.

1.3 Purpose of These Terms

These Terms define the rights, responsibilities, limitations, and obligations governing the User’s access to and use of Zesta PMS, including subscription payments, permitted use, liability allocation, and dispute handling.

1.4 Acceptance of Terms

By registering for an account, subscribing to Zesta PMS, enabling auto-debit, making payments, or accessing or using the Platform in any manner, the User agrees to be bound by these Terms. These Terms constitute a legally binding electronic agreement under the Information Technology Act, 2000.

2. Definitions & Interpretation

2.1 Definitions

“User” means the hotel, farmhouse, villa, guest house, serviced apartment, PG accommodation, or similar lodging property that subscribes to and uses Zesta PMS, including its authorized administrators, managers, employees, and staff. “Guest” means an end customer who books or stays at the User’s property. “Account” means the registered account created on Zesta PMS. “Authorized Users” means employees or staff granted access by the User. “Subscription” means the paid access plan selected by the User. “Platform” means Zesta PMS and its related dashboards, modules, and integrations. “Payment Gateway” means third-party payment processors such as Razorpay.

2.2 Interpretation

Words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. References to laws include amendments and re-enactments.

3. Parties & User Identification

3.1 Definition of the User (Property Owner / Subscriber)

For the purpose of these Terms, the term “User” refers exclusively to the legal entity or individual that owns, operates, or is otherwise authorized to manage a hospitality or accommodation property and that registers for and subscribes to Zesta PMS. This includes, without limitation, hotels, farmhouses, villas, guest houses, serviced apartments, PG accommodations, or similar lodging establishments operating in India. The User enters into these Terms for business and commercial purposes only and not as a consumer. Guests or end customers booking accommodation at the Property are expressly excluded from the definition of User and have no contractual relationship with XploreNew under these Terms.

3.2 Authorized Users (Property Employees and Staff)

The User may permit its employees, managers, front office staff, housekeeping staff, accountants, or other internal personnel (“Authorized Users”) to access Zesta PMS through role-based user accounts created within the User’s Account. Such access is granted solely for the purpose of performing the User’s internal property operations. The User is solely responsible for defining access levels, monitoring usage, and ensuring that Authorized Users comply with these Terms. XploreNew does not verify the identity, background, or authority of Authorized Users and shall not be liable for their actions or omissions.

3.3 Responsibility for Actions of Authorized Users

All actions, instructions, data entries, modifications, approvals, and transactions carried out by Authorized Users through the User’s Account shall be deemed to have been performed by the User itself. The User accepts full responsibility and liability for all activities conducted using its credentials or accounts, whether or not such activities were expressly authorized by the User. XploreNew shall not be responsible for any loss, damage, or dispute arising from misuse, negligence, or misconduct by the User or its Authorized Users.

3.4 No Relationship with Guests or Third Parties

The User acknowledges that XploreNew does not have any contractual, fiduciary, or agency relationship with Guests, vendors, service providers, or any third parties associated with the Property. All interactions, services, representations, bookings, cancellations, refunds, and disputes involving Guests are solely between the User and such Guests. Zesta PMS merely provides a technology platform to record and manage such interactions and does not assume any responsibility or liability in relation thereto.

3.5 Independent Contractor Relationship

Nothing contained in these Terms shall be deemed to create any partnership, joint venture, agency, employment, or franchise relationship between XploreNew and the User. The User operates its business independently and at its own risk. The User has no authority to bind or represent XploreNew in any manner whatsoever, and XploreNew shall not be liable for any commitments, representations, or obligations undertaken by the User.

4. Eligibility & Authorized Use

4.1 Eligible Users and Properties

Zesta PMS is intended solely for use by hospitality and accommodation providers operating in India, including hotels, farmhouses, villas, guest houses, serviced apartments, and similar lodging properties. The Platform is made available strictly for commercial and business use and is not intended for personal, consumer, or non-business purposes. XploreNew reserves the right to determine eligibility and may refuse, suspend, or discontinue access if a User or Property does not meet eligibility requirements.

4.2 Authority to Register and Use the Platform

The individual registering for and using Zesta PMS represents and warrants that they are duly authorized to act on behalf of the Property Owner or operating entity and to bind such entity to these Terms. XploreNew is entitled to rely on such representation and shall not be required to independently verify the authority of the registering individual.

4.3 Permitted Use

The User may use Zesta PMS solely for lawful internal business purposes related to the management and operation of its registered Property. The User shall ensure that the Platform is used in accordance with these Terms and applicable laws and shall not permit access or use beyond what is reasonably required for its business operations.

4.4 Prohibited Activities

The User shall not use Zesta PMS for any unlawful, fraudulent, or misleading activities, nor attempt to disrupt, compromise, or gain unauthorized access to the Platform, its systems, or data. Any misuse, including violation of applicable laws or these Terms, may result in immediate suspension or termination of access without prejudice to other legal remedies.

5. Grant of License

5.1 Limited Right to Use

Subject to the User’s compliance with these Terms and payment of applicable Subscription fees, XploreNew grants the User a limited, non-exclusive, non-transferable, and revocable license to access and use Zesta PMS during the active Subscription period. This license is granted solely for the User’s internal business operations in relation to its registered Property.

5.2 Nature of License

The license granted under these Terms does not constitute a sale or transfer of ownership of Zesta PMS or any related intellectual property. Zesta PMS is provided on a SaaS basis, and the User is permitted to access the Platform only through authorized interfaces made available by XploreNew.

5.3 License Restrictions

The User shall not copy, modify, distribute, resell, sublicense, lease, or commercially exploit Zesta PMS, nor attempt to reverse engineer, decompile, or derive the source code of the Platform. Any use beyond the scope expressly permitted under these Terms shall constitute a breach.

5.4 Suspension or Revocation

XploreNew may suspend or revoke the license granted herein, with or without notice, if the User breaches these Terms, fails to make timely payments, or if suspension is required to comply with applicable laws or regulatory requirements.

6. Scope of Services

6.1 Nature of Services

Zesta PMS is a software platform that provides digital tools to assist hospitality and accommodation providers in managing reservations, internal operations, staff access, reporting, and third-party integrations. The Services are provided solely as a technology solution and do not include property management, guest services, or operational decision-making by XploreNew.

6.2 Service Availability and Modifications

XploreNew may, from time to time, update, modify, enhance, or discontinue any aspect of the Services to improve performance, comply with legal requirements, or reflect business needs. Such changes shall not constitute a breach of these Terms, provided the core nature of the Services remains unchanged.

6.3 No Guarantee of Outcomes

The User acknowledges that Zesta PMS does not guarantee bookings, occupancy, revenue, profitability, or any specific business outcome. All commercial results depend on factors beyond the control of XploreNew, including pricing decisions, service quality, market conditions, and regulatory compliance.

7. Account Registration & Management

7.1 Account Creation

To access Zesta PMS, the User must create an account by providing accurate and complete business information, including property details and contact information. Account creation is subject to acceptance by XploreNew, and access may be restricted or delayed until required details are verified.

7.2 Accuracy and Updating of Information

The User is responsible for ensuring that all information provided during registration and thereafter remains true, accurate, and up to date. XploreNew shall not be responsible for any issues arising from incorrect or outdated information provided by the User.

7.3 Account Security and Responsibility

The User is solely responsible for maintaining the confidentiality of login credentials and for all activities carried out through its account. Any access or use of the Platform using the User’s credentials shall be deemed authorized by the User.

8. Subscription Plans & Commercial Terms

8.1 Subscription Plans and Duration

Zesta PMS is offered on subscription-based plans with defined validity periods, including Quarterly, Half-Yearly, and Yearly plans, as communicated at the time of subscription.

8.2 Subscription Fees

Subscription fees are payable in advance and are exclusive of applicable taxes unless stated otherwise. The applicable fees are those displayed or agreed upon at the time of subscription.

8.3 Changes to Plans or Pricing

XploreNew reserves the right to revise subscription plans or pricing. Any changes shall apply prospectively and typically upon renewal of the Subscription.

9. Payments, Billing & Auto-Debit

9.1 Accepted Payment Methods

Subscription payments may be made through supported electronic payment methods, including UPI, net banking, debit cards, credit cards, and approved auto-debit or recurring payment mechanisms.

9.2 Auto-Debit and Recurring Authorization

Where the User opts for auto-debit or recurring payments, the User expressly authorizes XploreNew and its payment gateway partners to debit the applicable subscription fees at the agreed intervals until the Subscription is cancelled or expires.

9.3 Billing and Invoicing

Subscription fees are billed in advance in accordance with the selected plan. Invoices, where applicable, shall be issued electronically to the registered contact details of the User.

9.4 Failed or Delayed Payments

Failure to complete payment on or before the due date may result in suspension or restriction of access to Zesta PMS until outstanding amounts are cleared.

10. Refunds & Subscription Cancellation

10.1 Subscription Refund Policy

Unless otherwise required by applicable law or expressly agreed in writing, all subscription fees paid for Zesta PMS are non-refundable.

10.2 Cancellation by the User

The User may choose not to renew the Subscription. Cancellation shall take effect at the end of the current paid Subscription period, and access shall continue until such period expires.

10.3 Effect of Cancellation

Upon expiry or cancellation of the Subscription, the User’s access to Zesta PMS shall cease, and XploreNew shall have no obligation to provide continued access or services beyond the Subscription term.

11. Guest Payments & Payment Gateway Usage

11.1 Facilitation of Guest Payments

Zesta PMS may enable the User to record, track, and manage payments received from Guests through integrated third-party payment gateways. Such payment facilitation is provided solely as a technological feature to assist the User in managing Guest transactions.

11.2 Direct Settlement to Property Bank Account

All payments made by Guests for bookings, stays, or related services are settled directly into the User’s designated bank account. At no point does XploreNew receive, hold, pool, or control Guest funds.

11.3 Merchant of Record

For all Guest transactions, the User shall be the merchant of record and shall be solely responsible for pricing, invoicing, refunds, chargebacks, tax collection, and statutory compliance related to such transactions.

11.4 Role of XploreNew

XploreNew acts only as a technology service provider and payment facilitation enabler. XploreNew does not act as a payment aggregator, escrow agent, or financial intermediary for Guest payments.

12. Guest Refunds, Disputes & Chargebacks

12.1 Guest Refund Responsibility

All decisions relating to Guest refunds, including eligibility, timelines, and amounts, are determined solely by the User in accordance with its internal policies and applicable laws.

12.2 Disputes and Chargebacks

Any disputes raised by Guests, banks, card networks, or payment gateways, including chargebacks or reversals, shall be handled and borne entirely by the User.

12.3 No Financial Liability of XploreNew

XploreNew shall not be responsible or liable for any Guest-related refunds, disputes, penalties, reversals, or financial losses arising from Guest transactions.

13. Taxes & Statutory Compliance

13.1 Taxes on Subscription Fees

The User shall be responsible for payment of all applicable taxes, levies, and duties in relation to the subscription fees charged for Zesta PMS, as per applicable laws.

13.2 Guest-Side Taxes and Levies

The User is solely responsible for collecting, reporting, and remitting any taxes, levies, or charges applicable to Guest bookings, stays, or services, including but not limited to GST or local levies.

13.3 Compliance with Applicable Laws

The User agrees to comply with all applicable central, state, and local laws, rules, and regulations governing hospitality operations, payments, taxation, consumer protection, and data protection.

14. Data Ownership & Privacy

14.1 Ownership of Data

All data, records, and information entered into Zesta PMS by or on behalf of the User, including Guest information and transaction records, shall remain the property of the User.

14.2 Data Processing by XploreNew

XploreNew processes data solely for the purpose of providing and improving the Services and in accordance with applicable data protection laws and its Privacy Policy.

14.3 Data Retention and Deletion

Upon termination or expiry of the Subscription, XploreNew may retain or delete User data in accordance with its data retention policies and applicable legal requirements.

15. Confidentiality

15.1 Confidential Information

Each party may have access to confidential or proprietary information of the other party in connection with the use of Zesta PMS. Such information shall be treated as confidential and shall not be disclosed except as permitted under these Terms or required by law.

15.2 Permitted Disclosures

Confidential information may be disclosed to employees, advisors, or service providers on a need-to-know basis, provided they are bound by confidentiality obligations.

15.3 Survival of Confidentiality Obligations

The obligations relating to confidentiality shall survive termination or expiry of these Terms.

16. Intellectual Property Rights

16.1 Ownership of Platform and IP

All intellectual property rights, including but not limited to copyrights, trademarks, logos, designs, software code, databases, documentation, and proprietary know-how relating to Zesta PMS, are owned exclusively by XploreNew or its licensors. Except for the limited right to use expressly granted under these Terms, no rights or interests are transferred to the User.

16.2 Restrictions on Use of Intellectual Property

The User shall not use, reproduce, display, distribute, or modify any intellectual property of XploreNew except as strictly necessary for lawful use of the Platform in accordance with these Terms. Any unauthorized use of XploreNew’s intellectual property may result in immediate suspension or termination and legal action.

16.3 Feedback and Suggestions

Any feedback, suggestions, or ideas provided by the User regarding Zesta PMS may be used by XploreNew without restriction or obligation, and the User grants XploreNew a perpetual, royalty-free right to use such feedback for improvement or development of the Platform.

17. Third-Party Services & Integrations

17.1 Use of Third-Party Services

Zesta PMS may integrate with or provide access to third-party platforms, services, or tools, including payment gateways and online travel agencies. Such third-party services are governed by their respective terms and policies.

17.2 No Responsibility for Third-Party Services

XploreNew does not control, endorse, or assume responsibility for the availability, performance, accuracy, or reliability of third-party services. Any issues arising from third-party services shall be resolved directly between the User and the respective third-party provider.

17.3 Limitation of Liability for Integrations

XploreNew shall not be liable for data discrepancies, booking errors, revenue loss, or service interruptions resulting from third-party integrations or dependencies.

18. Service Availability & Support

18.1 Platform Availability

Zesta PMS is intended to be available on a continuous basis; however, uninterrupted access cannot be guaranteed. Availability may be affected by maintenance, system upgrades, technical issues, or factors beyond XploreNew’s control.

18.2 Maintenance and Downtime

XploreNew may conduct scheduled or unscheduled maintenance from time to time. Where reasonably possible, advance notice of planned maintenance will be provided. Temporary interruptions shall not constitute a breach of these Terms.

18.3 Support Services

XploreNew provides support for Zesta PMS through reasonable commercial efforts. Users may contact support for assistance by emailing support@xplorenew.com. Response times may vary based on issue type, severity, and Subscription plan.

19. Representations & Disclaimers

19.1 User Representations

The User represents that it has the legal right to operate the Property, enter into these Terms, and use Zesta PMS in compliance with applicable laws.

19.2 Disclaimer of Warranties

Zesta PMS is provided on an "as-is" and "as-available" basis. To the maximum extent permitted by law, XploreNew disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

20. Limitation of Liability

20.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, XploreNew shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.

20.2 Liability Cap

XploreNew’s total aggregate liability arising out of or in connection with these Terms shall be limited to the subscription fees actually paid by the User to XploreNew in the three (3) months preceding the event giving rise to the claim.

20.3 Platform-Only Responsibility

XploreNew’s liability is strictly limited to providing access to the Platform and does not extend to the User’s business operations, Guest interactions, or financial transactions.

21. Indemnification

21.1 User Indemnity Obligations

The User agrees to indemnify, defend, and hold harmless XploreNew, its directors, officers, employees, and affiliates from and against any claims, losses, damages, liabilities, costs, or expenses arising out of the User’s misuse of the Platform, violation of these Terms, Guest disputes, or breach of applicable laws.

21.2 Scope of Indemnity

This indemnity includes claims arising from property operations, Guest interactions, employee actions, tax liabilities, and regulatory non-compliance.

22. Suspension & Termination

22.1 Suspension of Services

XploreNew may suspend the User’s access to Zesta PMS, in whole or in part, if the User breaches these Terms, fails to make timely payments, or if suspension is required to comply with legal or regulatory obligations.

22.2 Termination by XploreNew

XploreNew may terminate the User’s Subscription upon material breach of these Terms or continued non-payment, without liability and without refund of prepaid fees.

22.3 Termination by the User

The User may choose not to renew the Subscription. Termination shall take effect at the end of the active Subscription term.

22.4 Effect of Termination

Upon termination or expiry, the User’s right to access Zesta PMS shall cease, and XploreNew may delete or restrict access to User data in accordance with its policies.

23. Force Majeure

23.1 Force Majeure Events

Neither party shall be liable for failure or delay in performance of obligations caused by events beyond reasonable control, including natural disasters, acts of government, internet outages, or other force majeure events.

23.2 Suspension of Obligations

Obligations affected by a force majeure event shall be suspended for the duration of such event.

24. Governing Law & Jurisdiction

24.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of India.

24.2 Jurisdiction

Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Hyderabad, Telangana, India.

25. Notices & Communication

25.1 Mode of Communication

All notices, communications, or information required or permitted to be given under these Terms shall be provided electronically unless otherwise required by applicable law. Electronic communication includes communication through email, platform notifications, dashboards, or any other digital mode enabled by XploreNew.

25.2 Official Contact Details

For the purposes of these Terms, official communication from XploreNew to the User shall be sent to the email address, phone number, or contact details provided by the User at the time of account registration or subsequently updated in the Account. Official communication from the User to XploreNew shall be sent to support@xplorenew.com, unless otherwise notified.

25.3 Deemed Receipt of Notices

Any notice or communication shall be deemed to have been received: (a) if sent by email, on the date of transmission, provided no delivery failure notification is received; or (b) if sent through platform notifications, at the time such notification is made available to the User’s Account.

25.4 Responsibility to Maintain Contact Information

The User is solely responsible for ensuring that its registered contact details remain current and accessible. XploreNew shall not be liable for any failure to deliver notices due to outdated or incorrect contact information provided by the User.

26. Miscellaneous Provisions

26.1 Entire Agreement

These Terms, together with any policies, guidelines, or notices referenced herein, constitute the entire agreement between XploreNew and the User with respect to the use of Zesta PMS and supersede all prior or contemporaneous understandings, communications, or agreements, whether oral or written.

26.2 Amendment of Terms

XploreNew reserves the right to modify or update these Terms from time to time. Any such changes shall become effective upon being posted on the Platform or otherwise communicated to the User. Continued use of Zesta PMS after such changes shall constitute acceptance of the revised Terms.

26.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

26.4 Waiver

Failure or delay by XploreNew to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of any right preclude further exercise of the same or any other right.

26.5 Assignment

The User shall not assign or transfer its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of XploreNew. XploreNew may assign its rights and obligations without restriction.

26.6 Relationship of Parties

Nothing in these Terms shall be construed to create any partnership, joint venture, agency, or employment relationship between the parties. The User acts solely as an independent business entity.

26.7 Survival

All provisions which by their nature are intended to survive termination or expiry of these Terms, including but not limited to provisions relating to payments, intellectual property, confidentiality, limitation of liability, indemnity, and governing law, shall survive such termination or expiry.