| Concern | What the agreement says |
|---|---|
| Can this agreement be cancelled early? | No. Cannot be cancelled by either party until Tyche's ₹5,35,000 café investment is fully recovered. Any notice before this is null and void. |
| What if the café isn't profitable? | Owner still receives ₹5,000/month minimum guaranteed, regardless of café performance. |
| What if Tyche doesn't pay on time? | Payment due by 12th of each month. Delay beyond 20th attracts 12% per annum interest on outstanding amount. |
| Who owns the café equipment? | All equipment — freezers, fryers, furniture — belongs to Tyche. If Owner wishes to keep any equipment on exit, they must pay current fair market value assessed by a licensed valuer. |
| Can Owner use the café brand after exit? | No. Brand name, logo, concept, menu and all IP belong permanently to Tyche. Owner may never use the same name or concept at this property or elsewhere. |
| Can Owner run a competing café after this? | Not for 24 months after termination — not on this property, not with any other operator, in a similar concept. |
| Can Owner sell the property mid-agreement? | Yes, but the new buyer must sign a Novation Agreement accepting all obligations of this agreement before the sale is completed. |
| Can Owner enter the kitchen or café area? | Only with 48 hours prior written notice. Unannounced interference with staff or operations is a material breach. |
| Can Owner mortgage the property? | Not without Tyche's written consent during the term of this agreement. |
| How does Owner verify revenue figures? | Monthly statements provided. Annual CA-certified audit available. Owner may request an independent audit once per year. |
Party A (Owner): Dominic Vaz, S/o _________________________, residing at _________________________, Divar Island, Tiswadi, Goa, Aadhaar No. _________________________, hereinafter referred to as the "Owner."
Party B (Operator): Tyche Hospitality Private Limited, a company incorporated under the Companies Act 2013, CIN No. _________________________, registered office at _________________________, represented by its authorised signatory _________________________, hereinafter referred to as the "Operator."
2.1 This Agreement governs exclusively the Heritage Café to be established in the existing G+1 structure at the south end of Survey No. 40/9, Goltim Village, Tiswadi, Goa.
2.2 The stay units (prefab structures on the rear slope) are not part of this Agreement. They are covered under a separate Agreement 2 between the same parties, to be executed independently at a later date. The existence, signing, or non-signing of Agreement 2 has no bearing on the validity or enforceability of this Agreement.
2.3 The property area covered by this Agreement is the G+1 building footprint plus the front outdoor seating area, as identified in the approved site plan dated [date] from V.P. Goltim Navelim, Piedade, Tiswadi.
The Owner confirms sole and clear ownership of Survey No. 40/9, Goltim Village, Tiswadi, Goa, free of disputes, litigation, or encumbrances as of the Effective Date. Any existing mortgage or charge must be disclosed in writing to the Operator within 7 days of signing.
4.1 This Agreement commences on the Effective Date and runs for an initial term of five (5) years.
4.2 Investment Lock-in: This Agreement cannot be terminated by either Party — for any reason — until Tyche's total café investment of ₹5,35,000 (five lakhs thirty-five thousand rupees), as documented in the Café Investment Register certified by the Operator's CA, is fully recovered from café net profits. Any notice of termination issued before this milestone is null and void.
4.3 After full investment recovery, either Party may terminate by giving six (6) months' written notice. The Agreement continues on existing terms during the notice period.
7.1 Definition — Net Café Profit: Gross café revenue minus food costs, staff wages, electricity, gas, LPG, and direct consumables. The Operator's management fee, depreciation, and loan interest are not deducted.
7.2 Split: Owner — 25% of Net Café Profit. Operator — 75% of Net Café Profit.
7.3 Minimum Guarantee: The Owner is guaranteed a minimum of ₹5,000 per month regardless of café profitability, from the month in which the café commences soft operations.
7.4 Payment: Paid to the Owner's designated bank account by NEFT/IMPS by the 12th of the following month. Delays beyond the 20th attract interest at 12% per annum on the outstanding amount.
7.5 Post-Recovery Split: Once the Operator's CA certifies full recovery of ₹5,35,000, the split automatically revises to Owner 40% / Operator 60% from the following month.
8.1 Café investment is tracked in the Café Investment Register, certified by Tyche's CA within 30 days of café opening.
8.2 Recovery is calculated as the cumulative sum of Tyche's 75% share of monthly net café profits, until this figure equals the total documented investment.
8.3 Tyche notifies the Owner in writing within 15 days of achieving full recovery. The Owner may verify with their own CA within 30 days. If undisputed, the post-recovery split activates from the following month.
8.4 No termination notice is legally valid until the recovery milestone is confirmed per Clause 8.3.
9.1 Permanent Improvements: All civil renovation works — flooring, plastering, wiring, plumbing, heritage wall installation, tiling — are permanent improvements and vest with the Owner from the date of completion. Tyche makes no claim on these at any point.
9.2 Movable Equipment: All movable café equipment — freezers, fryers, burners, display units, tables, chairs, crockery, POS system, linen — remains the exclusive property of Tyche throughout this Agreement and after termination.
9.3 Equipment Buyout: If the Owner wishes to retain any equipment after termination, the Owner must pay Tyche the current fair market value of each item as assessed by a mutually appointed licensed valuer at the time of exit, in full within 30 days of termination. If payment is not made, Tyche is entitled to remove all equipment within 45 days of termination.
9.4 Asset Register: An itemised Asset Register of all Tyche-owned movable equipment, with purchase invoices, is maintained and updated annually. A copy is provided to the Owner on request.
10.1 The café name, logo, tagline, menu names, visual identity, packaging, social media handles, and all related intellectual property are the exclusive and permanent property of Tyche Hospitality Private Limited.
10.2 The Owner shall not — directly, indirectly, or through any third party — use the café name, brand identity, logo, menu concept, or any substantially similar name or concept, at this property or any other location, at any time after the termination of this Agreement. This prohibition is permanent and survives the Agreement indefinitely.
10.3 Non-Compete: For 24 months after termination, the Owner shall not operate or permit any other person to operate a café or food service on the subject property that is substantially similar in concept to the café operated under this Agreement.
10.4 All heritage wall research, historical photographs, curated text, coin and note sourcing, and operational documentation compiled by Tyche remain Tyche's intellectual property and may be used by Tyche in any other project.
11.1 Neither Party may terminate before full investment recovery (Clause 4.2). Any termination notice issued before this milestone is null and void.
11.2 Termination for Owner's Breach: Tyche may terminate with 30 days' notice (after 15-day cure period) if the Owner: (a) interferes with café operations; (b) encumbers the property without consent; (c) sells the property without disclosing this Agreement and obtaining a Novation Agreement; (d) operates a competing food business on the property. In the event of termination for Owner's breach, the Owner shall pay Tyche a penalty equal to 50% of the unrecovered investment balance at the time of termination, within 60 days.
11.3 Termination for Operator's Breach: The Owner may terminate with 30 days' notice (after 15-day cure period) if Tyche: (a) fails to pay the minimum guarantee for 3 consecutive months; (b) causes structural damage to the building through proven negligence. On such termination, all permanent improvements vest with the Owner at no cost.
11.4 Force Majeure: Neither Party is in breach due to events beyond their reasonable control. The Agreement is suspended, not terminated, during force majeure. The lock-in clock pauses during any such suspension.
11.5 Binding on Heirs — Goa Portuguese Civil Code: This Agreement is binding on the legal heirs, successors, and assigns of both Parties. The Owner's death does not terminate this Agreement. The Owner's heirs or legal representatives — whether determined under the Portuguese Civil Code (which continues to apply in Goa for inheritance matters), Hindu Succession Act, Indian Succession Act, or any other applicable law — inherit both the benefits and the obligations of the Owner under this Agreement, including the investment lock-in. No heir or legal representative may invoke the Owner's death as a ground to terminate or void this Agreement before the recovery milestone is achieved. In the event of the Owner's death, the heir(s) must notify Tyche in writing within 30 days of obtaining the relevant succession certificate or heirship document, and must confirm in writing their acceptance of all obligations under this Agreement within 60 days of such succession being legally established.
12.1 The Owner must notify Tyche in writing at least 90 days before any proposed sale of the property.
12.2 This Agreement is binding on any future purchaser of the property. The Owner must ensure the purchaser executes a Novation Agreement accepting all obligations of the Owner herein, before the property transfer is completed.
12.3 The Owner shall not mortgage, hypothecate, or create any charge on the property without Tyche's prior written consent during the term of this Agreement.
14.1 In Goa, a liquor licence is issued to a person or legal entity — not to a property. Accordingly, if a liquor licence is required for the café, Tyche Hospitality Private Limited shall apply for and hold the licence in its own name at its own cost.
14.2 The liquor licence, once granted, is the exclusive property of Tyche and does not form part of any asset transfer, reversion, or handover at the expiry or termination of this Agreement. The Owner has no claim over the liquor licence at any time.
14.3 The Owner shall not interfere with, challenge, or seek to transfer the liquor licence to their own name or to any third party during or after the term of this Agreement.
14.4 The Owner shall provide any property-related documentation (ownership proof, NOC, site plan) reasonably required by the Goa Excise Department as part of the licence application process, within 14 days of being requested to do so by Tyche.
14.5 All costs associated with obtaining, renewing, and maintaining the liquor licence — including excise duty, application fees, and legal fees — are borne entirely by Tyche. Liquor revenue, if any, is included in the café gross revenue calculation and shared under the standard 75/25 split.
15.1 Tyche shall obtain and maintain a public liability insurance policy covering the café operational area, effective from the date of soft opening, for the full duration of this Agreement.
15.2 Minimum Coverage: The policy must carry a minimum insured sum of ₹50,00,000 (fifty lakhs) per occurrence and ₹1,00,00,000 (one crore) aggregate per year.
15.3 Named Insured: Both Tyche Hospitality Private Limited and Dominic Vaz shall be named as insured parties on the policy. Tyche bears the full premium cost.
15.4 Tyche shall provide the Owner with a copy of the insurance certificate within 30 days of the café opening, and on each annual renewal thereafter. Lapse of insurance without immediate renewal is a material breach of this Agreement.
16.1 Divar Island's heritage aesthetic may attract revenue from events, film or photography shoots, private dining, pop-up markets, heritage walks, or other commercial activities at the café premises. This clause governs how such revenue is treated.
16.2 Tyche-Organised Events: All revenue from events, promotions, or commercial activities organised, marketed, and managed entirely by Tyche — including but not limited to private dinners, themed nights, curated tours, merchandise, or brand collaborations — belongs 100% to Tyche. The Owner has no claim on such revenue.
16.3 Third-Party External Bookings of the Space: If the café premises are booked by an external party (film production, brand, event organiser, photographer, or similar) for a commercial purpose, the fee received shall be shared under the standard café split: 75% to Tyche, 25% to the Owner. Tyche shall inform the Owner of any such booking in advance.
16.4 Owner-Initiated External Bookings: The Owner shall not independently negotiate or agree to any commercial booking, film shoot, event, or third-party use of the café or its surrounds without Tyche's prior written consent. Any booking arranged by the Owner without consent is a material breach, and any fee received by the Owner from such activity must be shared with Tyche under the standard split.
16.5 All event-related revenue is included in the monthly revenue statement provided to the Owner.
This Agreement is governed by the laws of India. Disputes shall first be referred to mediation in Panaji, Goa within 30 days of arising. If mediation fails, disputes are resolved by arbitration under the Arbitration and Conciliation Act, 1996, with the seat at Panaji, Goa.
Both Parties shall keep the financial terms of this Agreement strictly confidential. Disclosure only to legal or financial advisors, or as required by law. Breach of confidentiality is a material breach of this Agreement.
This Agreement is the complete and exclusive agreement between the Parties with respect to the café operations. It supersedes all prior oral or written discussions on the subject. Any amendment must be in writing and signed by both Parties.