Terms And Conditions

Friday Retreats – Property Management Terms & Conditions | Version 27 June 2025

1. DEFINITIONS

1.1 Total Guest Paid
The sum of the Accommodation Fare and the Cleaning Fee, where:

Accommodation Fare = (nightly base rate × number of nights) minus any length-of-stay or other applicable discounts.

1.2 Cleaning Fee

A separate cleaning charge displayed to the guest at the time of booking. This fee is retained by the Property Manager to fund housekeeping, turnover logistics, and hospitality items such as welcome packs and essential restocking. It is excluded and distinct from Owner’s Revenue.

1.3 Host Channel Commission
(a) Any commission or service fee retained by third-party booking platforms (e.g., Airbnb, Booking.com, VRBO) at the rate set by the respective channel; and
(b) Thirteen percent (13%) of Total Guest Paid for bookings made via direct channels operated by the Property Manager (currently www.friday.mu or any successor domain). This 13% includes standard payment processor charges and is subject to applicable VAT.

1.4 Deposit
The refundable deposit outlined in Clause 3.5, held by the Property Manager to support the procurement, upkeep, and replacement of hotel-grade linens under the centralised linen system.

1.5 Linen Fee
The fee described in Clause 3.4, currently fixed at €2.50 per guest per night (exclusive of VAT) and subject to annual adjustment based on the Consumer Price Index (CPI), converted to MUR in accordance with Clause 5.4.

1.6 Rental Income
Total amount paid by Guests minus:
(i) the Cleaning Fee; and
(ii) the Host Channel Commission.

1.7 PMC Commission
The percentage of Rental Income retained by the Property Manager, as specified in Clause 4.

1.8 Owner’s Revenue
Rental Income minus:
(i) the PMC Commission and any applicable VAT or TDS on that commission;
(ii) the Linen Fee and any applicable VAT or TDS on that fee;
(iii) authorised Other Expenses (as defined in Clause 9);
(iv) any amounts allocated toward the Deposit; and
(v) any applicable payment processor or remittance fees.

1.9 Weighted-Average Realised Rate
For each payout period, the total Mauritian Rupees (MUR) actually credited to the Property Manager’s accounts divided by the corresponding foreign-currency amounts received, net of payment-processor fees.

1.10 Base Price
The standard nightly rate for a given date, as set by the Property Manager, prior to the application of dynamic pricing algorithms.

1.11 Daily Price
The nightly rate generated by the Property Manager’s dynamic pricing engine for a specific date, prior to the application of any length-of-stay or promotional discounts.

1.12 Other Expenses
Any expense incurred by the Property Manager on behalf of the Property Owner in accordance with Clause 9 or otherwise authorised in writing by the Property Owner.

1.13 Service Recovery
Any complimentary service, amenities or goodwill gesture provided to a guest under Clause 9 in response to a service shortfall or disruption.

2. APPOINTMENT & AUTHORITY

2.1 The Property Owner (“Owner” or “Property Owner”) hereby appoints Friday Retreats Ltd (“Property Manager” or “Manager”) to market, operate, and manage the property or properties listed in the Management Agreement (the “Properties”) for the duration of the Term. The Property Manager accepts this appointment.

2.2 The Property Manager’s authority is limited to the powers:
(a) expressly set out in these Terms & Conditions;
(b) granted under Clause 9;
(c) provided by the Owner via email, WhatsApp, SMS, or any other written electronic communication; or
(d) reasonably required or desirable to discharge the duties and scope of work set out expressly or impliedly under this Agreement.

3. SCOPE OF SERVICES

3.1 Core Services
The following services are considered core and are covered by the PMC Commission:
(a) Online marketing of the Properties, including dynamic pricing strategies;
(b) Booking and payment management;
(c) Guest communication and support before, during, and after stays;
(d) Housekeeping oversight and coordination of check-in/check-out;
(e) Maintenance coordination (scheduling and supervision only — all repair costs are chargeable to the Owner. For Major Repairs & Upgrades, as defined in Clause 9.8, an additional coordination fee may apply)
(f) Monthly financial reporting to the Owner.

3.2 Cleaning Services & Discretion
(a) A checkout clean is performed after each guest stay and is covered by the Cleaning Fee charged to the guest or, where and when applicable directly to the Owner.
(b) Complimentary mid-stay or special cleans may be offered at the sole discretion of the Property Manager.
(c) Additional cleans requested by the Owner may be accepted or declined at the Manager’s discretion. If accepted, such cleans are either charged as Other Expenses or, at the Manager’s option, provided at no additional cost.
(d) The Owner may not compel additional cleans beyond the scope outlined above, unless otherwise agreed in writing.

3.3 Exterior-Care Packages
At the Owner’s request, the Property Manager may arrange in writing a bundled monthly service (an “Exterior-Care Package”) covering pool maintenance, garden care, and exterior façade or balcony cleaning.

Pricing depends on the property’s size and scope and will be quoted in advance for the Owner’s written approval
Exterior-Care Packages are not included in the PMC Commission and will be billed separately as Other Expenses. These are subject to VAT.
The Manager may adjust the package price with thirty (30) days’ written notice. Silence will be deemed acceptance; however, the Owner may discontinue the package during the notice period without penalty.
Either Party may discontinue an Exterior-Care Package for any reason by giving the other Party at least thirty (30) days’ written notice. The Package will terminate on the 30th day after such notice, and no further charges shall accrue beyond services already rendered. Any outstanding amounts for work performed up to the termination date remain payable.

3.4 Linen Service

The Property Manager operates a compulsory linen service under which it supplies, launders, and/or replaces bed sheets, duvet covers, pillowcases, bath towels, and hand towels for each guest booking. A Linen Fee of €2.50 per guest per night (exclusive of VAT) applies to all reservations and is itemised on the Owner’s monthly statement. This fee may be adjusted once per calendar year in line with the Mauritius Consumer Price Index (CPI), with prior written notice.

The Linen Fee shall de facto apply to any night stayed on or after 1 September 2025, regardless of when the reservation was made or when the guest checked in, as this marks the start of the compulsory imposition of the linen service.

3.5 Deposit (“Working Capital”)
The Manager shall take a refundable, interest-free deposit—labelled “Working Capital” on Owner Statements. This deposit may be collected upfront or, at the Manager’s discretion, deducted from future rental income. It is fully refundable upon termination, within thirty (30) calendar days of the final reconciliation, provided all Manager-supplied linen and inventory are returned in acceptable condition, and no outstanding fees, damages, liability, or other deductions apply under this Agreement.

The primary purpose of this deposit is to secure the replacement value of linen and other inventory supplied by the Manager to the Property. It may also serve as a float for time-sensitive operational expenses when rental income is unavailable.

The Manager may, at its sole discretion, deduct from this deposit any amounts attributable to loss, damage, or costs reasonably incurred under this Agreement, with itemised justification provided upon request, arising from the Owner’s acts or omissions, or from obligations the Owner has under this Agreement.

Standard deposit amounts by property size:

1-bedroom: Rs 20,000
2-bedroom: Rs 30,000
3-bedroom: Rs 40,000
4-bedroom: Rs 50,000
5+ bedrooms: As assessed individually

3.6 Optional and Future Services
The Manager may introduce optional or value-added services, including but not limited to smart locks, enhanced maintenance packages, or concierge offerings. Any material change will be notified with fourteen (14) days’ written notice. Silence and failure to object within fourteen (14) calendar days following notice of such change constitutes acceptance. If the Owner does not accept the change, they may terminate the engagement in accordance with the termination provisions set out in the applicable Management Agreement.

3.7 Subcontracting
The Property Manager may subcontract any part of the Services provided it remains liable to the Property Owner.

4. COMMISSION, FEES & TAXES

4.1 PMC Commission Tier
The percentage of Rental Income retained by the Manager is determined by the tier selected in the Management Agreement:

Standard – 28%: Default tier for new clients with one or two properties or short-term commitments.
Elite – 25%: For Owners with three or more managed properties, or properties valued above MUR 25 million, or who have collaborated with Friday Retreats for at least twelve (12) months while consistently maintaining and upgrading their properties.
Prestige – 22%: Reserved for high-value clients owning premium properties valued above MUR 50 million and demonstrating significant positive impact on the Friday Retreats brand and revenue.

The PMC Commission percentage listed above is applied to Rental Income. The Property Owner’s Properties are classified under the Commission Tier.

4.2 Tier-Upgrade Triggers
An Owner may be upgraded to a higher commission tier by meeting either of the following conditions:

(a) Referring three (3) new property owners who each sign a Management Agreement; or
(b) Granting the Manager exclusive management rights for three (3) years

4.3 VAT & TDS
(a) VAT (15%) applies to the PMC Commission, the 13% Host Channel Commission, the Linen Fee, and any other fee that might legally be subject to VAT.
(b) Tax Deducted at Source (TDS) – If the Mauritius Revenue Authority (MRA) requires TDS withholding on payments made to Owners, the Manager shall deduct the applicable statutory amount and remit it to the MRA, issuing a withholding certificate to the Owner in accordance with legal requirements.

4.4 Commission Adjustment
The Manager may revise the PMC Commission or Host Channel Commission with fourteen (14) days’ written notice. The Owner may terminate this Agreement by written notice within that period; otherwise, the change shall be deemed accepted. No upward revision may occur more than once in any twelve (12)-month period.

4.5 Government-Imposed Taxes and Levies
If any new tax, levy, or government-imposed charge affects the Property, the Services, the present Agreement or the Guest experience—including but not limited to tourism taxes, environmental fees, withholding obligations, or platform-compliance costs—the Manager may take all reasonable steps to comply, including collecting such charges from the Owner or Guest (as a separate line item or embedded in pricing) and remitting them as required. Where regulations mandate guest-facing disclosure, the Manager will act accordingly. The Owner agrees to cooperate in good faith and to bear such charges where applicable. The Manager is not required to amend this Agreement or obtain additional consent to comply with legal or regulatory obligations.

5. PAYMENT TERMS

5.1 Revenue Recognition
Rental Income is recognised on the guest’s checkout date, regardless of when platform funds are disbursed. Owners may not request early payouts for future checkouts.

5.2 Payout Cycle
Within seven (7) calendar days after month-end, the Manager shall issue an Owner Statement and remit the Owner’s Revenue for all reservations with checkout dates falling in the preceding month. The statement will reflect all deductions converting Rental Income to Owner’s Revenue, namely:
(a) PMC Commission;
(b) VAT/TDS on PMC Commission;
(c) Linen Fee;
(d) VAT/TDS on Linen Fee;
(e) Other Expenses authorised under Clause 9;
(f) Any deductions applied toward the Deposit; and

(g) Any applicable payment processor fees.

5.3 Late Disbursements
If platform funds are not received by the scheduled payout date, disbursement may be deferred but shall in any event be made within seven (7) calendar days after the end of the month in which those funds are actually received.

5.4 Currency & FX Conversion
Payments to Owners are made in Mauritian Rupees (MUR) via bank transfer. Foreign-currency booking amounts are converted using the Weighted-Average Realised Rate (as defined in Clause 1.9). Bank charges and currency conversion fees may be deducted from the Owner’s Revenue.

5.5 Finality
The final MUR amount credited to the Owner reflects the Weighted-Average Realised Rate under Clause 5.4. This payout is deemed final and accepted upon disbursement unless the Owner demonstrates manifest error, defined as a clerical or computational mistake that clearly results in a material discrepancy in the Owner’s Revenue.

6. DYNAMIC PRICING & PROMOTIONS

6.1 The Manager has sole discretion to set, modify, and apply dynamic nightly rates, minimum stay requirements, discounts, mark-ups, or surcharges at any time in order to maximise occupancy and revenue. As a general rule, the Daily Price will not be set below fifty percent (50%) of the applicable Base Price. However, in some cases, conditional promotional adjustments—such as, but not limited to, last-minute or long-stay discounts—may affect the final amount shown to guests.

6.2 Pricing decisions may be based on algorithmic tools, competitor analysis, seasonal demand, special events, or other relevant market data. The Owner may raise pricing concerns with the Manager, but shall not independently alter prices or require the Manager to follow specific pricing instructions. Final pricing decisions remain at the sole discretion of the Manager.

7. FORCE MAJEURE & PANDEMIC

7.1 Definition
“Force Majeure” means any event beyond the reasonable control of the affected Party, including but not limited to: cyclone, flood, fire, epidemic, pandemic, government travel ban, war, terrorism, civil unrest, labour dispute, utility failure, or interruption of transport networks.

7.2 Suspension of Obligations
If a Force Majeure event prevents or materially hinders a Party from performing its obligations, that Party may suspend performance for the duration of the event without liability.

7.3 Booking Cancellations
In the event of Force Majeure affecting a guest stay:

(a) The Manager may cancel or relocate reservations without liability to the Owner.
(b) Refunds will follow the platform’s or payment processor’s cancellation policy. Where the Manager is required to issue a refund that exceeds the amount recovered from the booking platform or guest, the shortfall shall be deducted from the Owner’s Revenue.
(c) The Owner acknowledges that some cancellations may result in zero revenue or partial recovery, and the Manager shall not be liable for any resulting loss.

7.4 Notice & Mitigation
The affected Party shall promptly notify the other Party of the Force Majeure event and shall use reasonable endeavours to mitigate its effects.

8. OWNER RESPONSIBILITIES

8.1 Maintain compliance with all applicable licenses, safety standards, and regulatory requirements.

8.2 Maintain and insure the structure, fixtures, and base furnishings of the Properties.

8.3 Soft Goods & Amenities Upkeep
The Owner shall, at the his own cost, promptly supply and replace mattresses, protectors, consumables, and any other soft goods or amenities that the Manager reasonably deems necessary to maintain guest comfort and five-star review standards. Including but not limited to the following minimums:

Mattresses & protectors < 3 years old or in “like-new” condition
Mattresses, pillows & pillow-covers free of stains and odours
Stable internet ≥ 30 Mbps downlink
Fully functioning air-conditioning in all rooms where an AC unit is present
Safe, reliable electricity plus cold and hot running water
Basic kitchenware set appropriate to Property occupancy

Replacements shall follow the approval process in Clause 9

8.4 Utilities & External Service Providers
The Owner shall provide and maintain reliable utilities, including water, electricity, and internet. Internet service must be on a postpaid or uninterrupted plan; prepaid, manually topped-up, or expiring connections are not permitted. The Owner shall also ensure that any third-party service providers engaged by them—such as pool technicians, gardeners, or façade cleaners—perform their duties in a manner that does not impair guest experience or the Manager’s service quality.

The Manager shall not be liable for any delays or losses caused by Owner-appointed providers and reserves the right to intervene where necessary to maintain service standards

If, in the Manager’s reasonable opinion, a service provider’s failure to perform creates a risk of negative guest feedback, poor reviews, reduced guest satisfaction, or damage to the Owner’s listing, revenue, or the Friday Retreats brand, the Manager may engage an alternative contractor to rectify the issue. Associated costs shall be treated in accordance with Clause 9.

8.5 Owner or Owner-Guest Stays
When the Owner or their personal guests occupy a Property, they must ensure it is returned in a guest-ready condition that meets the Manager’s housekeeping standards.

(a) At least forty-eight (48) hours before check-out, the Owner must notify the Manager whether they:
(i) will clean the Property themselves to the required standard; or
(ii) request the Manager to arrange a professional clean, billed at MUR 1,500 for properties up to 120 m², or MUR 2,500 for larger properties. These are subject to VAT.

(b) If no preference is communicated by the 48-hour mark, the Manager will arrange the professional clean by default and deduct the applicable fee from the Owner’s payout.

(c) If the Owner opts to clean but the Property does not meet the required standard upon inspection, the Manager will arrange the cleaning and charge the applicable fee as Other Expenses.

(d) For clarity, no PMC Commission or Linen Fee is charged for Owner stays or for Owner-Guest stays where the Manager is not expected to provide services. However, if the Owner requests that the Manager remain available or provide coordination, support, or oversight during such stays, the standard PMC Commission and Linen Fee shall apply.

Where an Owner-Guest stay is managed by the Manager and payment has been received by the Owner, the Commission and Linen Fee will be calculated based on the higher of (i) the actual amount charged to the guest, or (ii) the applicable Daily Prices set in the Manager’s system for those dates. The Manager may request proof of payment at its discretion.

Manager-supplied linens and welcome packs remain the Manager’s property at all times. The Manager reserves the right to remove these items in advance of any stay that is not subject to PMC Commission. If linens remain on site, the Owner shall be liable for the replacement cost of any items that are missing, stained, or damaged.

At its discretion, the Manager may leave Manager-supplied linens and/or a complimentary welcome pack during Owner or Owner-Guest stays as a goodwill gesture. This does not create or give rise to any ongoing obligation or entitlement.

For the avoidance of doubt, unpaid blocked dates are considered non-commercial and generate no revenue for the Manager. The Owner is solely responsible for any tax, declaration, or regulatory obligation arising from paid Owner-Guest stays where the Manager is not involved. The Manager is only responsible for tax reporting where its Commission or Fees apply.

8.6 Calendar Conflicts
The Owner may block available calendar dates for personal use or Owner-Guest stays, provided that no confirmed guest reservations exist for those dates. In the event of a conflict, confirmed guest bookings shall take precedence, and the Manager’s confirmation shall be final.

The total number of blocked nights shall not exceed thirty (30) nights per calendar quarter without the Manager’s prior written approval. If this limit is exceeded without prior discussion or approval, the Manager reserves the right to charge a reasonable inactivity fee to cover ongoing operational, platform, and administrative costs. This fee shall not exceed MUR 100 (plus VAT if applicable) per excess blocked night and will be reflected on the Owner Statement. This limit may be reviewed or extended at the Manager’s discretion based on seasonality, occupancy needs, or Owner classification.

8.7 Lockbox/Key-safe
The Owner authorises the Manager to supply, install, maintain, and change codes for a lockbox/key-safe—provided and installed at no cost to the Owner—at a mutually agreed location on the Property. An operational lockbox is a condition of service, and the Manager may remove it when this Agreement ends. The Owner retains their own set of keys and may request the current lockbox code when needed; however, the code is not shared by default and must be requested from the Manager.

9. MAINTENANCE, REPAIRS & SERVICE RECOVERY

9.1 Scope of Services
Subject to Clause 9.8, the Property Manager shall supervise, arrange, and coordinate all repairs, maintenance works, service-recovery actions, and guest-facing gestures. These coordination services are included in the PMC Commission, and the direct labour and material costs of each Repair or Gesture are charged to the Owner as Other Expenses in accordance with Clause 9.6. For the purposes of this Section, an “Incident” means any set of Repairs & Gestures carried out under a single work order, vendor invoice, or service visit.

9.2 Standard Spending Authority (Routine Limit)
Without obtaining prior written Owner approval, the Manager may incur costs for any single Incident up to the greater of (i) MUR 2 500 or (ii) ten percent (10 %) of the Total Guest Paid for the reservation that gave rise to the Incident, provided that such amount shall in no event exceed MUR 20 000.

9.3 Owner-Approval Workflow
If the anticipated cost of an Incident exceeds the limit in Clause 9.2 but does not exceed MUR 20 000, the Manager shall request the Owner’s written approval before authorising the work. Should the Owner fail to respond within twenty-four (24) hours of that request, approval shall be deemed granted for the specified amount. Nothing in this Clause limits or detracts from the Manager’s rights under Clause 9.4 (Urgent-Situation Override).

9.4 Urgent-Situation Override
If an Urgent Situation arises and the Owner is unreachable or non-responsive, the Property Manager may act immediately up to an aggregate cap of MUR 20,000 per Incident. Amounts above that cap always require explicit Owner approval. All such expenses will be documented and made available to the Owner upon request.

“Urgent Situation” means any guest issue or complaint that, in the Manager’s reasonable judgment, requires immediate action to prevent or resolve:

guest cancellation or early departure;
platform disputes;
the threat or reasonable likelihood of a negative review (less than 5 stars or 10/10);
reputational harm such as algorithm downgrade or listing penalties;
health, safety, or hygiene risks; or
any circumstance where delay would likely cause financial or reputational damage.

9.5 Records & Transparency
The Property Manager shall keep itemised records of all costs incurred under this Clause and supply copies to the Owner upon request.

9.6 Payment & Reimbursement
All amounts incurred under this Clause are categorised as Other Expenses and are either:

deducted from the next Owner payout;
deducted from the deposit held by the Manager; or
invoiced separately with seven (7) days to pay.

9.7 Guest Relocation Right
If the Owner refuses or fails to rectify — or to permit the Property Manager to rectify — any maintenance issue duly notified by the Manager, the Manager may, in its sole discretion, relocate the guest in order to safeguard guest interests and protect the Manager’s reputation. Whether or not relocation is attempted or successful, the Owner remains fully responsible for (i) remedying the underlying maintenance issue, and (ii) honouring the confirmed stay; the Owner shall not cancel or refuse the guest.

The Owner shall promptly reimburse the Manager for all reasonable costs and expenses incurred in connection with any such relocation and shall indemnify the Manager against any loss, penalty, or reputational damage arising therefrom.

9.8 Major Repairs & Upgrades
“Major Repairs & Upgrades” refers to any repairs, improvements, or upgrades to the Property with a quoted value exceeding MUR 20,000. If coordinated or supervised by the Manager, a coordination fee of up to ten percent (10%) + VAT of the quoted amount may apply. All such works—and any applicable coordination fee—are subject to the Owner’s prior approval.

10. REFUNDS

The Property Manager may, in its sole discretion, grant discounts, partial refunds, fee waivers, or other price adjustments to resolve guest issues or disputes.

11. EXCLUSIVITY

11.1 Exclusivity Types

The Parties agree to one of the following exclusivity modes, as selected in the signed Management Agreement:

(a) Full Exclusivity: During the Term, neither the Owner nor any third party may list, advertise, or offer the Properties for short-term rental, whether online or offline, except through the Manager. All paid guest stays must be processed by the Manager, and PMC Commission and Linen Fees apply. Personal and family use is permitted and remains exempt from these charges (see Clauses 8.5 and 11.3).

(b) Online-Only Exclusivity: The Owner may privately host guests (e.g., via word-of-mouth or referrals) but may not list or advertise the Property on any online platform (e.g., Airbnb, Booking.com, VRBO, Facebook Marketplace). The Manager is under no obligation to provide guest support, cleaning, maintenance and/or any other services for such stays unless specifically requested and paid for. By default, PMC Commission and Linen Fees do not apply to these stays. The Manager bears no duty of care or consumer-protection liability for such stays unless expressly engaged and paid for.

11.2 Any existing owner-created online listings for the Property shall be either (i) transferred to the Manager’s control or (ii) deactivated within seven (7) days of the Effective Date. The Manager’s obligations—and corresponding liability—commence only after such transfer or deactivation is complete.

11.3 The Owner may block available dates on the Manager’s calendar for personal stays or for use by family and friends on a non-commercial basis, provided those dates are not already reserved or in conflict with guest bookings. Such stays are exempt from PMC Commission and Linen Fee under Clause 8.5.

11.4 Unauthorised listings constitute a material breach of this Agreement. In cases of genuine misunderstanding or first-time administrative error, the Manager may issue a written warning and allow a grace period for compliance before treating the breach as material.

12. INTELLECTUAL PROPERTY & MARKETING RIGHTS

12.1 All photographs, videos, virtual tours, copy, and other creative materials produced and paid for by the Manager (“Manager-Funded Assets”) remain its sole property. The Owner receives a revocable, royalty-free licence to use Manager-Funded Assets solely for marketing through the Manager during the Term.

12.2 Assets fully paid for by the Owner (“Owner-Funded Assets”) may be used perpetually by the Owner. Title passes to the Owner upon full payment.

12.3 Assets co-funded by both Parties remain the Manager’s property. The Owner receives a perpetual, non-exclusive licence for any lawful purpose upon full reimbursement of the Manager’s cost share.

12.4 Upon termination, the Owner shall cease use of all Manager-Funded or co-funded Assets within five (5) business days, unless a separate licence or extension is agreed in writing.

12.5 The Owner authorises the Manager to feature the Property on its website, social media, and advertising. Guest and Owner privacy will be respected; no personal data or exact itineraries will be disclosed.

13. TERM & TERMINATION

The Initial Term, renewal provisions, and all termination rights are set out in the Management Agreement document executed together with these Terms & Conditions. If that document is silent, the default provisions of Mauritian law shall apply.

14. NON-SOLICITATION

The Owner shall not solicit or hire the Manager’s staff or contractors during the Term and for a period of eighteen (18) months thereafter, nor cause any form of concurrence déloyale (unfair competition) during that period.

15. CONFIDENTIALITY, DATA PROTECTION & AML/CFT

15.1 Each Party shall keep confidential the terms of this Agreement and any proprietary information exchanged, except where disclosure is required by law.

15.2 The Parties will process guest data in compliance with the Mauritius Data Protection Act 2017 and, where applicable, the General Data Protection Regulation (GDPR).

15.3 AML/CFT Warranty
The Owner warrants that all funds used to acquire and operate the Property are not the proceeds of crime.

16. GOVERNING LAW & DISPUTE RESOLUTION

16.1 This Agreement is governed by the laws of Mauritius.

16.2 Any dispute shall first be submitted to mediation. Failing settlement, it shall be finally resolved by arbitration in Mauritius under the MCCI Arbitration & Mediation Center rules, before a single arbitrator, in English.

16.3 Disputes involving an amount in controversy of less than MUR 250 000 (or such higher threshold as the Parties may agree in writing) may, at either Party’s election, be brought before the District Court of Mauritius instead of arbitration.

17. MISCELLANEOUS

17.1 Updates to Terms & Conditions (T&Cs)
(a) The Manager may amend these T&Cs by giving the Owner at least fourteen (14) calendar days’ written notice (the “Notice Period”).
(b) During the Notice Period the Owner may:

accept the amendment expressly;
object in writing, in which case the Parties shall meet (in person or virtually) within seven (7) days of the said objection to negotiate in good faith; or
terminate the Management Agreement.

(c) If the Owner neither objects nor terminates during the Notice Period, continued use of the Manager’s Services after the effective date constitutes acceptance of the amendment.
(d) The Management Agreement, however, may be amended only by a document signed (including electronically) by both Parties.
(e) No amendment may override mandatory Mauritian law or reduce the Owner’s liability cap in Clause 17.6 without express written consent.

17.2 Severability
If any provision is held invalid, the remainder remains in force.

17.3 Waiver
Failure to enforce any provision is not a waiver of future enforcement.

17.4 Entire Agreement
The Management Agreement and these Terms & Conditions constitute the entire agreement between the Parties and supersede all prior agreements, understandings, or communications, whether oral or written.

17.5 Assignment
The Manager may assign or novate this Agreement to an affiliate or bona-fide successor entity upon written notice; such consent shall not be unreasonably withheld.

17.6 Liability Cap & Mutual Indemnity
Except for fraud or wilful misconduct, the Manager’s aggregate liability is capped at the total PMC Commission earned in the six-month period preceding the event. Each Party indemnifies the other against third-party claims arising from its own negligence, wilful misconduct or breach of this Agreement.

17.7 Notices
Any reference to “written notice” or “notification” under this Agreement shall include email or WhatsApp messages, provided they are sent to the last known contact details of the relevant Party. Such notices shall be deemed valid and received on the date sent, unless the recipient reasonably proves non-receipt. Both Parties agree to keep their contact details up to date and to acknowledge time-sensitive communications promptly.

17.8 Digital Signatures
Electronic signatures executed via Eversign (or any comparable platform) constitute original signatures and are binding.