| Concern | What the agreement says |
|---|---|
| Can this agreement be cancelled early? | No. Cannot be cancelled until Tyche's ₹16,00,000 stay investment is fully recovered. This is tracked separately from the café investment in Agreement 1. |
| What if occupancy is low? | Owner still receives ₹8,000/month minimum guaranteed, from the month the first stay unit commences operation, regardless of bookings. |
| Who owns the prefab units? | Units are Tyche's property throughout. If Owner wishes to retain them after exit, they must pay current market replacement value assessed by a licensed valuer, within 45 days of termination. |
| What if Owner doesn't pay for units? | If payment is not made in 45 days, Tyche has the right to dismantle and remove the units at no cost to either party. |
| Who owns the Airbnb/booking accounts? | All platform accounts, listing content, reviews, ratings, and photographs belong permanently to Tyche. Owner has no right to access or transfer these on exit. |
| Can Owner use the brand name after exit? | No. The brand identity, stay unit names, and all IP belong permanently to Tyche. The prohibition is permanent and survives this Agreement. |
| Can Owner allow other stay operators after exit? | Not for 24 months after termination for a substantially similar stay concept on the same property. |
| Can Owner sell the property mid-agreement? | Yes, but the new buyer must sign a Novation Agreement accepting all stay obligations before the sale is completed. |
| Can Owner enter stay units unannounced? | No. 48 hours' written notice required. Unannounced entry or interference with guests is a material breach. |
| How does Agreement 2 interact with Agreement 1? | Completely independent. Investment, lock-in, and revenue are tracked separately for café and stays. Neither agreement affects the other. |
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 installation and operation of three (3) prefabricated stay units on the rear sloped section of Survey No. 40/9, Goltim Village, Tiswadi, Goa — the area extending northward from the café building toward the paddy fields road.
2.2 The Heritage Café at the front of the same property is governed by a separate Agreement 1 between the same parties, executed independently. This Agreement has no dependency on Agreement 1, and events under Agreement 1 — including its termination — have no bearing on the validity or enforceability of this Agreement.
2.3 Investment tracking, lock-in, revenue, and accounts for the stay units are entirely separate from those of the café. The Operator shall maintain a dedicated Stay Units Investment Register and a dedicated stay revenue bank account, distinct from those of the café.
The Owner confirms sole and clear ownership of Survey No. 40/9, Goltim Village, Tiswadi, Goa, free of disputes, litigation, or encumbrances as at 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 six (6) years.
4.2 Investment Lock-in: This Agreement cannot be terminated by either Party — for any reason — until Tyche's total stay units investment of ₹16,00,000 (sixteen lakhs rupees), as documented in the Stay Units Investment Register certified by the Operator's CA, is fully recovered from stay revenues. 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 — Gross Stay Revenue: Total booking income received from all platforms (Airbnb, Booking.com, MakeMyTrip, direct bookings) credited to the Operator's stay account, before deduction of platform commissions or operational costs.
7.2 Split: Owner — 20% of Gross Stay Revenue per month. Operator — 80% of Gross Stay Revenue (from which the Operator pays platform fees, staff, linen, utilities, and maintenance).
7.3 Minimum Guarantee: The Owner is guaranteed a minimum of ₹8,000 per month from the month the first stay unit commences operations, regardless of occupancy.
7.4 Payment: Paid to the Owner's designated bank account by NEFT/IMPS by the 12th of the following month, with a booking summary attached. Delays beyond the 20th attract interest at 12% per annum.
7.5 Post-Recovery Split: Once the Operator's CA certifies full recovery of ₹16,00,000, the split automatically revises to Owner 35% / Operator 65% from the following month.
8.1 Stay investment is tracked in the Stay Units Investment Register, certified by Tyche's CA within 30 days of the first unit becoming operational.
8.2 Recovery is calculated as the cumulative sum of Tyche's 80% share of monthly gross stay revenue, until this figure equals the total documented stay 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. Post-recovery split activates from the following month if undisputed.
8.4 No termination notice is legally valid before recovery is confirmed per Clause 8.3.
8.5 Independence from Café: Recovery under this Agreement is calculated solely from stay revenues. Café profits (Agreement 1) do not count toward recovery under this Agreement, and vice versa.
9.1 Civil Works: All foundation works, concrete plinths, slope levelling, pathways, electrical conduits and plumbing infrastructure are permanent improvements to the property and vest with the Owner from the date of completion. Tyche makes no claim on these.
9.2 Prefab Units: The three prefabricated stay units are the exclusive property of Tyche Hospitality Private Limited throughout this Agreement. Tyche may remove, relocate, or replace them at any time during the Agreement with 60 days' written notice to the Owner.
9.3 Prefab Unit Buyout on Exit: If the Owner wishes to retain the prefab units after termination, the Owner must pay Tyche the current market replacement value of the units, as assessed by a licensed valuer at the time of exit, in full within 45 days of termination. If payment is not received within this period, Tyche has the right to dismantle and remove the units within 60 days at no cost to either party.
9.4 Movable Assets: All furnishings, bedding, linen, appliances, and movable interior fittings remain Tyche's property. An Asset Register updated annually is available to the Owner on request.
10.1 All Airbnb, Booking.com, MakeMyTrip and other platform accounts, listings, reviews, ratings, photographs, and listing content are the exclusive property of Tyche. The Owner has no right to access, use, or transfer these accounts on exit.
10.2 The brand name of the stay units, unit names, visual identity, and all related intellectual property are the exclusive and permanent property of Tyche.
10.3 The Owner shall not use the unit names, brand identity, or any substantially similar branding at this property or elsewhere, at any time after the termination of this Agreement. This prohibition is permanent.
10.4 Non-Compete: For 24 months after termination, the Owner shall not operate or permit any stay, rental, or short-term accommodation on the rear slope section of the property in a concept substantially similar to the Divar Heritage Stay Units.
11.1 Neither Party may terminate before full stay investment recovery (Clause 4.2). Any notice before this is null and void and has no legal effect.
11.2 Termination for Owner's Breach: Tyche may terminate with 30 days' notice (after 15-day cure) if the Owner: (a) interferes with stay operations or guests; (b) encumbers property without consent; (c) sells property without obtaining a Novation Agreement; (d) permits a competing stay on the property. Penalty on termination for Owner's breach: Owner pays Tyche 50% of unrecovered investment balance within 60 days.
11.3 Termination for Operator's Breach: Owner may terminate with 30 days' notice (after 15-day cure) if Tyche: (a) fails to pay minimum guarantee for 3 consecutive months; (b) causes structural damage through proven negligence. All permanent improvements vest with Owner at no cost on such termination.
11.4 Force Majeure: Agreement suspended, not terminated, during events beyond either party's control. Lock-in clock pauses during suspension.
11.5 Binding on Heirs — Goa Portuguese Civil Code: This Agreement binds the legal heirs, successors, and assigns of both Parties. The Owner's death does not terminate this Agreement. The Owner's heirs — whether determined under the Portuguese Civil Code (applicable in Goa for inheritance), Hindu Succession Act, Indian Succession Act, or any other applicable law — inherit both the financial benefits and all obligations of the Owner, including the investment lock-in. No heir may invoke the Owner's death as a ground to terminate 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 succession certificate or heirship document, and must confirm acceptance of all obligations under this Agreement in writing within 60 days of succession being legally established.
11.6 Independence from Agreement 1: Termination of Agreement 1 (Café) — whether by expiry, breach, or mutual consent — does not terminate or affect this Agreement in any way.
12.1 Owner must notify Tyche in writing at least 90 days before any proposed sale of the property.
12.2 This Agreement binds any future purchaser. Owner must ensure the purchaser executes a Novation Agreement before the property transfer is completed.
12.3 Owner shall not mortgage or create any charge on the property without Tyche's prior written consent.
14.1 In Goa, a liquor licence is issued to a person or legal entity — not to a property. If a liquor licence is required for the stay units (for in-unit bar service or mini-bar facilities), Tyche Hospitality Private Limited shall apply for and hold the licence in its own name at its own cost.
14.2 The licence 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 licence at any time.
14.3 The Owner shall provide any property documentation reasonably required by the Goa Excise Department as part of the licence application, within 14 days of being requested. The Owner shall not challenge or interfere with the licence application or renewal.
14.4 All liquor-related revenue from stay units is included in Gross Stay Revenue and shared under the standard 80/20 split.
15.1 Tyche shall obtain and maintain a public liability insurance policy covering the stay unit operational area, effective from the date the first unit commences hosting guests, 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 a copy of the insurance certificate within 30 days of the first unit going live, and on each annual renewal. Lapse of insurance without immediate renewal is a material breach.
16.1 The heritage stay environment on Divar Island may attract commercial interest from film productions, photographers, travel brands, wedding groups, private retreat organisers, and similar. This clause governs all such additional revenue.
16.2 Tyche-Organised Activities: All revenue from activities organised, marketed, and managed entirely by Tyche — including retreat packages, photography workshops, brand collaborations, private group bookings with premium pricing, and similar — belongs 100% to Tyche. The Owner has no claim on this revenue.
16.3 Third-Party External Bookings of the Space: If the stay premises or grounds are booked by an external third party (film crew, brand, event organiser) for a commercial purpose, the fee received shall be shared at the standard stay split: 80% to Tyche, 20% to the Owner. Tyche shall inform the Owner of any such booking in advance.
16.4 Owner-Initiated Bookings: The Owner shall not independently negotiate or agree to any commercial booking, film shoot, event, or third-party use of the stay units or the rear slope without Tyche's prior written consent. Any booking arranged by the Owner without consent is a material breach, and any fee received must be shared under the standard split.
16.5 All event and additional activity revenue is included in the monthly booking statement provided to the Owner.
Governed by the laws of India. Disputes referred first to mediation in Panaji, Goa within 30 days. Unresolved disputes resolved by arbitration under the Arbitration and Conciliation Act, 1996, with 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 is a material breach of this Agreement.
This Agreement is the complete agreement between the Parties regarding the stay units. It does not incorporate or modify Agreement 1 (Café). Any amendment must be in writing and signed by both Parties.