INN STYLE PMS TERMS AND CONDITIONS
INN STYLE PMS
The InnStyle property management system (“PMS”) is an online property management system made available through our website at www.innstyle.co.uk, through which providers (“Accommodation Providers”) of temporary accommodation (“Accommodation”) can:
- manage their room availability in real time;
- make their rooms available for booking, in real time, through a microsite hosted by us; and
- make their rooms available for booking, in real time, through various online travel agents and hotel reservations providers.
- When a reservation is made through the PMS (a “Reservation”), the person making that reservation (a “Guest”) enters into a direct legally binding contractual relationship with the Accommodation Provider and the Accommodation Provider is responsible for fulfilling the Reservation at the Accommodation, and the Guest is responsible for paying the Accommodation Provider for that Reservation, each in accordance with the terms of that contract.
- The PMS is operated by Staylists Limited (“we”, “us”, “our”), a company registered in England and Wales. Our company registration number is 10719301 and our registered office is at 85 Great Portland Street, First Floor, W1W 7LT. Our registered VAT number is GB 333 2773 11
- The InnStyle property management system (“PMS”) is an online property management system made available through our website at www.innstyle.co.uk, through which providers (“Accommodation Providers”) of temporary accommodation (“Accommodation”) can:
- These Terms are the terms and conditions on which we will the PMS and the associated services set out in these Terms (together the “Service”) available to each Accommodation Provider.
- Please read these Terms carefully before you apply to use the PMS. These Terms tell you who we are, how the Service works, what you need to do to make your Accommodation available for Reservation, what happens when a Guest makes a Reservation, how Reservations can be changed, what to do if there is a problem, and other important information. If you think that there is a mistake in these Terms, please contact us using the contact details below.
- By applying to use the PMS and by using the Service, you confirm that you have read and understood these Terms and agree to be bound by them, and that you are duly authorised by the Accommodation Provider to enter into the Contract (as defined in clause 4 below).
In addition to the terms defined elsewhere in this Agreement, the following definitions and rules of interpretation apply in this Agreement.
- “Accommodation” means the temporary accommodation at the Property/Properties, which is managed and made available for reservation by you through the PMS
- “Additional Services” means any additional services which we may provide in accordance with clause 12;
- “Authorised Users” means the individuals you authorise to access the PMS to manage your Accommodation;
- “Business Day” means any day, other than a Saturday, Sunday or public holiday in England, when the clearing banks in London are open for business;
- “Customer Personal Data” means all Personal Data controlled by you as a Data Controller and which is processed by us as the Data Processor in connection with the Services;
- “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, and “Processing” shall each have the same meaning as set out in the Data Protection Legislation and shall be construed accordingly in these Terms;
- “Data Protection Legislation”: means the European Union's General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the guidance and codes of practice issued by the United Kingdom's Information Commissioner;
- “Fees” means the fees payable by you to us in accordance with clause 16;
- “Group” means in relation to a company, that company, its subsidiaries, its parent company and its parent company's subsidiaries (each as defined in the Companies Act 2006) from time to time;
- “Guest” means an individual who makes a reservation through the PMS to stay at the Accommodation;
- "Information" means all information relating to the Accommodation provided by you via the PMS including, but not exclusively, all descriptions, images and videos of the Accommodation and its amenities, and all details relating to the inventory (including room types and details), rates (including taxes, surcharges and other amounts payable by Guests), availability and policies (including cancellation and no-show policies) and any other terms and conditions relating to the Accommodation and any products, services and amenities provided or made available to Guests at the Accommodation;
- "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, topography rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- “Microsite” has the definition given to it in clause 9.1;
- “Normal Business Hours” means the period from 9:00am to 5:00pm on each Business Day;
- “Partners” means the third party owners and operators of online hotel reservations platforms through whom we may make the Accommodation available for Reservation via the PMS, pursuant to the provisions of clause 11 below;
- “Planned Maintenance” means planned maintenance carried out between 1:00am and 6:00am UK time which has been notified you at least two days in advance;
- “Property/Properties” means the property or properties which are managed by you through the PMS;
- “Services” means the services to be provided by us to you, pursuant to the Contract and in accordance with these Terms;
- “Subscription Fee” means the subscription fee payable by you to us for each Subscription Period, in accordance with clause 16 below;
- “Subscription Period” means each period for which you have paid the Subscription Fee;
- “Third Party Integration” means any third party integration services provided in accordance with clause 10;
- “Trial Period” means a trial period, the duration of which is notified to you when you sign up to the PMS, during which you are granted limited access to the PMS, without charge, in order to determine whether you wish to continue to use the PMS and during which time your Accommodation will be made available for Reservation;
- “Unscheduled Maintenance” means unscheduled maintenance performed outside Normal Business Hours, in relation to which we will use reasonable endeavours to give you at least 3 Normal Business Hours’ notice in advance;
- "VAT" means value added tax chargeable under the Value Added Tax Act 1994;
- “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise materially adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or materially adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
- “Website” means our website at www.innstyle.co.uk or such other website operated by us from time to time; and
- “you” means, subject to clause 4.2, the Accommodation Provider or the Authorised User as appropriate (and “your” shall be interpreted accordingly).
- Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.
- The Contract shall be binding on, and enure to the benefit of, the parties to it and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
- A reference to these Terms means these terms as amended from time to time in accordance with clause 25.2 below.
- A reference to writing or written includes email.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
COMMENCEMENT AND DURATION OF THE CONTRACT
- Our contract with you (the “Contract”) will begin when you confirm your acceptance of these Terms and shall continue for the Trial Period and for each Subscription Period paid for by you in accordance with clause 16, unless and until terminated in accordance with clause 23, below (such period being the “Term”).
- The Accommodation Provider shall be primarily responsible for its obligations under the Contract and shall be responsible and liable for the acts and omissions of all Authorised Users as if they were the acts and omissions of the Accommodation Provider itself.
USE OF THE PMS
- In consideration of you paying us the Fees, we hereby grant you a non-exclusive, non-transferable, limited right to permit the Authorised Users to access and use the PMS via the Website for the Term, in accordance with the terms and conditions of this Agreement.
- For the avoidance of doubt, the licence granted to you is personal to you and shall not be considered granted to any of your subsidiaries or holding companies.
You represent and warrant that you shall:
- use the PMS solely for the purposes of managing the availability of the Accommodation and making the Accommodation available for reservation in accordance with the terms of this Agreement;
- limit use of the PMS to Authorised Users, each of whom shall be provided with separate log-in details which shall not be used by more than one individual Authorised User, unless they have been reassigned in their entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the PMS;
- maintain a list of current Authorised Users, and provide such list to us within 5 Business Days of a written request;
- procure that each Authorised User maintains the confidentiality of their log-in details for the PMS;
- use all reasonable endeavours to prevent unauthorised use of or access to the PMS and, in the event of any such unauthorised access or use, promptly notify us;
- be responsible for all use of the PMS by its Authorised Users or by any person who gains access to the PMS using the log-in details assigned to any Authorised User;
- not attempt to undermine the security or integrity of the PMS or the Website or our computer systems or networks or those of any third party responsible for hosting the PMS or the Website;
- not use or misuse the PMS or the Website in any way which may impair the functionality of the PMS or the Website, or impair the ability of any other user to use the PMS or the Website;
- not attempt to gain (or assist third parties in gaining) unauthorised access to the PMS, the Website or to the computer systems or networks on which the PMS or the Website are hosted or to any materials other than those to which it has been given express permission to access;
- not transmit or input (and take reasonable steps to prevent the transmission or input) into the PMS or the Website or the computer systems or networks on which the PMS or the Website are hosted any Viruses;
- not reproduce, duplicate, copy, modify, reverse engineer, decompile, disassemble, decipher (or attempt to do any of the preceding acts) or otherwise attempt to derive source code used in the PMS or the Website or any related technology or any part thereof, except as is strictly necessary for their normal operation;
- not access any or use any part of the PMS or Website in order to build, create or exploit a product or service which competes with us or our licensors; and
- not use the PMS or Website to provide services to third parties;
- not, license, sell, rent, lease, transfer, assign, distribute, display or otherwise commercially exploit or other make the PMS or any of the related services available to any third party except the Authorised Users;
- maintain all necessary and appropriate licences, consents, permissions and insurance and meet any other statutory, regulatory or other legal requirements necessary for the performance of your obligations under this agreement and in relation to your capacity as a provider of temporary accommodation.
AVAILABILITY OF THE PMS
- We shall, during the Term, provide your Authorised Users with access to the PMS, via the Website, subject to these Terms.
- We shall use reasonable endeavours to make the PMS and the Website available 24 hours a day, seven days a week, except for Planned Maintenance and Unscheduled Maintenance.
- Notwithstanding the provisions of clause 6.2, we do not warrant that your use of the PMS or the Website will be uninterrupted or error free, or that the PMS or the Website will meet your specific requirements and we shall not be liable for any loss or damage that you might suffer (or allege to have suffered) as a result of the PMS not being available at any time.
- You acknowledge and accept that access to the PMS is obtained via the Internet and that, accordingly, we are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, that are not in our control, including the Internet, and that the PMS and your use of the PMS may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
- We shall, at no additional cost to you, provide you with our standard support services relating to the set-up and use of the PMS including: limited telephone support during Normal Business Hours; messaging support via the PMS during and outside Normal Business Hours.
- We shall use reasonable endeavours to answer telephone calls and respond to messages as soon as reasonably practicable.
- We may, from time to time and at our sole discretion, change the functionality of the PMS or the Website. In the event that you are dissatisfied with any changes made in accordance with this clause 6.7 then you may terminate the Contract in accordance with clause 23 below.
- You are responsible for ensuring that all Information relating to the Accommodation in the PMS is, at all times (including during the Trial Period), complete, up to date, accurate and not misleading, and that it complies and is consistent with these Terms.
- All prices included within the Information must be the full amount payable by the Guest, inclusive of VAT and other applicable taxes, and must not exclude any surcharges or hidden extras.
- In the event that we are notified that any Information is incomplete, incorrect, inaccurate or misleading we will notify you and you shall make any necessary changes to correct the Information promptly.
You will not include in the Information any content which:
- is unlawful, defamatory, discriminatory, obscene, offensive, abusive, threatening, fraudulent, inaccurate, incomplete, misleading or otherwise inappropriate;
- advertises any third party other than the Accommodation itself; or
- infringes our Intellectual Property Rights, or the Intellectual Property Rights of our licensors or any other third party.
- You acknowledge and accept that we may edit the Information to correct any spelling, punctuation or grammatical mistakes, or to improve or add to the copy generally. You will remain responsible for the accuracy of the edited Information in accordance with the provisions of this clause 7. Accordingly, you are required to review the Information periodically to ensure that it continues to comply with the provisions of this clause 7, including any changes that we may have made pursuant to this clause 7.5. In the event that any change that we have made is not accurate, you must correct the Information promptly.
- By entering into the Contract, you consent to us (at our sole discretion) using the Information to include the Accommodation in an online directory promoting the providers of temporary accommodation using the PMS.
- Subject to your prior agreement, and in consideration of you paying us the associated Fees, we shall make the Accommodation available for reservation through a microsite hosted on a subdomain of the internet domain name innstyle.co.uk or at a custom domain agreed with you, created by us using the Information provided by you (the “Microsite”).
- We shall use reasonable endeavours to make the Microsite available 24 hours a day, seven days a week, except for Planned Maintenance and Unscheduled Maintenance.
- Notwithstanding the provisions of clause 9.2, we do not warrant that access to the Microsite will be uninterrupted or error free, or that the Microsite will meet your specific requirements, and we shall not be liable for any loss or damage that you might suffer (or allege to have suffered) as a result of the Microsite not being available at any time.
- You may link to or frame the Microsite in accordance with these terms and conditions and any supplemental terms, conditions or policies that we may provide to you from time to time. We reserve the right to withdraw such consent at any time at our sole discretion by notifying you in writing. In the event that we provide such notice, you shall immediately cease the relevant linking or framing.
THIRD PARTY INTEGRATION
You acknowledge and accept that the PMS may enable or assist you to access the content of, correspond with or purchase or benefit from the products or services of third parties via third-party websites and software and that, subject to the provisions of clause 11:
- you do so at your own risk;
- any contract entered into and any transaction completed via any third-party website or software is between you and the relevant third party, and not us;
- we make no representation, warranty or commitment (except to the extent explicitly stated in these Terms) and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or software, or any transactions completed, and any contract entered into by you, with any such third party or in relation to any third party products or services;
- we do not endorse or approve any third party website, software, product or service, nor the content thereof made available via the PMS.
- You acknowledge and accept that the PMS may enable or assist you to access the content of, correspond with or purchase or benefit from the products or services of third parties via third-party websites and software and that, subject to the provisions of clause 11:
CHANNEL MANAGEMENT SERVICES
- Subject to your prior agreement, and in consideration of you paying us the associated Fees, we shall make the Accommodation available for reservation through websites of certain Partners, by way of an API, XML or iCal integration between the PMS and the Partner’s own websites and software (the “Channel Management Services”).
- Through the Channel Management Services, you will be offered the opportunity to make your Accommodation available for reservation through the websites of our Partners, in respect of which there may be supplementary terms and conditions (“Supplementary Terms”) which you will need to agree to and comply with in order to be included on their website(s). We are in no way responsible for your relationship with or the websites or services of or the Supplementary Terms of any Partners, who are independent contractors. You are responsible for ensuring that you are happy with, able to comply with and continue to comply with any Supplementary Terms before signing up to them. We cannot accept any responsibility or liability for your failure to comply with any Supplementary Terms.
- From time to time we or our Partners may suggest promotional policies or special offers which we consider may be attractive to Guests. You may choose to include these within the Information at your sole discretion, and it is your responsibility to ensure that you are happy with them before you choose to include them within the Information.
- Once you choose to include any suggested policies or offers within the Information, they form a part of the Information and you are responsible for honouring any Reservations made in accordance with these suggested policies or offers, and neither we nor our Partners take any responsibility for any Reservations booked in accordance with the suggested policies of offers.
- Neither we nor our Partners take any responsibility if any suggested policies and offers do not result in increased Reservations or if you feel that you have received fewer Reservations as a result of choosing to include any of these policies or offers in your Information.
- You acknowledge and accept that due to the nature of the integration of the PMS with our Partners there may be delays or errors in the transmission of information between the PMS and our Partners’ websites and software and that we shall not be responsible or liable for any such delays or errors that are outside its direct control. In order to limit the risk of such delays or errors, you represent and warrant that you will not make any changes to Reservations through the PMS, but will instead contact us by email or telephone to request the change.
- We may, from time to time, offer you additional services through the PMS, which shall be governed by the additional terms notified to you through the PMS (“Additional Services”). Your use of the Additional Services shall constitute your acceptance of the additional terms, which shall be incorporated into the Contract by reference.
- By making a Reservation through the PMS (whether through the Microsite or through the Channel Management Services), a Guest enters into a direct and legally binding contract with you in relation to the Reservation (the “Contract for Accommodation”) which comprises and incorporates by reference the Information provided in relation to the Accommodation at the time the Reservation is made and the information provided by the Guest when making the Reservation. Accordingly, you are responsible for ensuring that the Information includes all of the terms and conditions which you wish to form a part of the Contract for Accommodation (as additional terms cannot be added and the terms cannot be changed once a Guest has made a Reservation, without the Guest’s agreement).
When a Reservation is made, we will notify you of that Reservation, and all information provided by the Guest will be made available to you via the PMS.
- Once a Reservation has been made, you are responsible for providing the Guest with temporary accommodation at the Accommodation and all other goods and services included in the Reservation in accordance with the Contract for Accommodation.
If you are unable to honour the Reservation in accordance with the Contract for Accommodation, you are responsible to the Guest for:
- ensuring that the Guest is accommodated (and any others in respect of whom the Reservation has been made are accommodated, together with the Guest) in similar accommodation to the Accommodation (of the same standard or higher) in close vicinity of the Accommodation;
- arranging private transport for the Guest (and any others in respect of whom the Reservation has been made) to the alternative accommodation, at no additional cost to the Guest; and
- any additional costs reasonably incurred (or expected to be incurred) by the Guest (and any others in respect of whom the Reservation has been made) as a result of your failure to honour the Reservation including, but not exclusively, any additional costs of the alternative accommodation and the costs of any meals, amenities or other extras that you were due to provide; and
- any reasonable compensation that may be expected by the Guest as a result of your failure to comply with Contract for Accommodation and/or your obligations under this clause 13.4.
- You are responsible for resolving all complaints and disputes relating to the Accommodation or the Contract for Accommodation in an appropriate and timely manner, and we shall not have any obligation or liability towards any Guest (or any others in respect of whom a Reservation has been made) for any failure by you to honour the Contract for Accommodation or resolve any such complaint or dispute.
- In the event that we receive any correspondence from a Guest in relation to a Reservation at the Accommodation, we will ask the Guest to contact you directly and will use reasonable endeavours, during Normal Business Hours, to notify you of any such correspondence as soon as reasonably possible. In the event that we notify you of any such correspondence, you are required to confirm to us promptly that you are responding appropriately to the Guest.
- In the event that we receive continued correspondence from any Guest on the basis that they have not received an appropriate response from you, you acknowledge and accept that, in order to protect our reputation, we may seek to resolve the matter with the Guest in any manner that we consider to be reasonable in the circumstances, provided always that we shall not compensate any Guest for any amount greater than the total value of the relevant Reservation without your prior consent.
- For the avoidance of doubt, all of the provisions of this Agreement including, but not exclusively, your obligations to honour Reservations under this this Clause 13, apply during the Trial Period.
CHANGES AND CANCELLATIONS
- You accept that Guests may request changes or cancellations to their Reservation in accordance with terms of the Contract for Accommodation.
- In the event that a Reservation is cancelled you may only charge the Guest the amount due to you in accordance with the Contract for Accommodation.
- In the event that a Guest cancels (at any time) a Reservation made through any of our Partners, you shall not enter into any other arrangement with the Guest to fulfil the cancelled Reservation or any part of it which circumvents or otherwise undermines this Agreement.
- Subject to the prior agreement of the Guest, you may make changes to Reservations made through the Microsite or directly with you, through the PMS. However, for the reasons set out in clause 11.6 changes to any Reservations made through any of our Partners shall only be made in accordance with the provisions of clause 11.6.
- You are responsible for collecting all payments from Guests in respect of each Reservation in accordance with the terms of the Contract for Accommodation. We are not liable in the event that any Guest fails to pay any amount due.
- We are not and do not operate as a payment service provider. Subject to the provisions of clause 12, we may offer integration with certain payment service providers to enable you to collect payments from Guests or pay Fees via the PMS. In the event that we do so, the provisions of clause 10 shall apply.
- You agree to pay us the Subscription Fee for each Subscription Period in accordance with the pricing plan chosen by you via the PMS (as set out at https://innstyle.co.uk/pricing), together with the additional fees for Additional Services you access through the PMS.
- All Fees shall be paid by you, by credit card, debit card or direct debit, via our nominated third party payment provider.
- You are responsible for ensuring that all contact and bank details that you have provided to our nominated payment provider are up to date and accurate at all times. Your failure to provide an up to date accurate email address or bank details does not affect your obligation to pay any Fees due to us.
In the event that any Fees have not been paid by the due date:
- within 24 hours, we reserve the right, at our discretion, to suspend access to the PMS and suspend the Microsite, the Channel Management Services, any Third Party Integration, access to and any Additional Services (which means that the Accommodation will no longer be available for reservation through the PMS); and
- after 7 days, we reserve the right, at our discretion, to impose fees to reconnect access to the PMS, (including any current and archived data) and the Microsite (£195), the Channel Management Services (£59 per channel), any Third Party Integration (£59) and any Additional Services (£59), but any suspension pursuant to this clause 16.4 shall not affect your obligations under this Agreement until payment has been received by us in cleared funds.
- You agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.
- In the event of a dispute as to the amount of Fees payable, the records maintained by us shall be final and conclusive.
You and we acknowledge that for the purposes of the Data Protection Legislation:
- you are the Data Controller and we are the Data Processor; and
- Schedule 1 sets out the particulars of Processing.
When Processing Customer Personal Data on your behalf, we shall:
- only Process Customer Personal Data in accordance with your documented instructions given from time to time unless required to do otherwise by applicable law, in which event we shall inform you of such requirement before Processing such Personal Data, unless that same law prohibits us from doing so on important grounds of public interest;
- ensure that all personnel who have access to and/or Process Customer Personal Data are obliged to keep the Customer Personal Data confidential;
- have at all times during the term of the Agreement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any Customer Personal Data, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. You acknowledge that you have provided, or will provide, to us all information required to allow us to make such risk assessment;
- at your election, delete or return all Customer Personal Data to you, and delete all existing copies unless required by applicable law to retain it;
- maintain, complete and make available to you and your supervisory authority accurate records and information to demonstrate our compliance with this Clause 17 and allow foraudits of such records and information by you or your designated auditor;
- immediately inform you if we consider that any of your instructions infringe the Data Protection Legislation;
- provide co-operation and assistance to you, at your cost, to allow you to comply with your obligations under the Data Protection Legislation with respect to data security, data breach notifications, data protection impact assessment, consultations with supervisory authorities, the fulfilment of Data Subjects’ rights, and any enquiry, notice or investigation by a supervisory authority;
- notify you without undue delay on becoming aware of a Customer Personal Data security breach; and
- ensure that Customer Personal Data is Processed outside the European Economic Area only when adequate safeguards as required by the Data Protection Legislation are put in place.
- You consent to us appointing the entity(ies) named in Schedule 1 below (if any) as third-party processor(s) of Personal Data under the Agreement. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this Clause 17.4.
- provide clear and comprehensible written instructions to us for the Processing of Customer Personal Data to be carried out under this Agreement; and
- ensure that you have all the necessary licences, permissions, consents and/or notices, (including from the Data Subjects whose Personal Data will be Processed by us and/or third party Processor(s) as contemplated under this Agreement) in place to enable lawful transfer of the Customer Personal Data to us for the duration and purposes of the Agreement.
- You and we acknowledge that for the purposes of the Data Protection Legislation:
INTELLECTUAL PROPERTY RIGHTS
- You and your licensors own and retain all Intellectual Property Rights in the Information relating to your Accommodation, although you acknowledge and accept that we and our licensors will own and retain all Intellectual Property Rights in any additional copy that we might provide pursuant to clause 7.5.
- You grant us an irrevocable, non-exclusive, payment free, transferable, worldwide licence (including a right to grant sub-licences) for the Term to use, reproduce, copy, modify, display, distribute and make derivative works of the Information to provide the services set out in this Agreement.
- By providing any Information for use through the PMS, you represent and warrant that you have the right to provide the Information for the purposes set out in this Agreement and that our use of the Information in accordance with this Agreement will not infringe the rights, including Intellectual Property Rights, of any third party.
- Use of the Information by any of Partners shall be governed by any supplemental terms and conditions for that Partner.
- Subject to clause 18.1 above, we and our licensors (as applicable) own all Intellectual Property Rights in the PMS, the Website and the Microsite. Except as expressly stated herein, this Agreement does not grant you any right to, under or in any Intellectual Property Rights in or relating to the PMS, the Website, the Microsite or any component part thereof. For the avoidance of doubt, except for the Information that you provide, you shall not use any content provided by us or any of our licensors for any purpose without our prior written consent.
CONDUCT AND COMPLIANCE WITH LAWS
In performing your obligations under this Agreement (including, but not exclusively providing temporary accommodation, products, services and access to any amenities and services at the Accommodation), you represent and warrant that:
- you have the appropriate authorities, consents and licences and satisfy all requirements (whether statutory, regulatory or otherwise) to enter into the Contract and perform your obligations in accordance with these Terms;
- you shall comply with the terms of the Contract (including these Terms), all applicable laws, statutes, regulations and codes from time to time in force;
- you are and shall remain sufficiently financially solvent to honour Reservations for a rolling period of 12 months (i.e. for at least 12 months into the future at any point in time), and shall notify us promptly in the event that you become aware that you may not be able to continue to honour any Reservations; and
- you shall not do anything which, in our sole opinion, is damaging (or potentially damaging) to the reputation of us or our Group, any Partner, or any of our contractors or licensors.
- In the event that you breach clause 19.1, such breach shall constitute a material breach and, without limiting any other remedies available to us, we reserve the right to terminate this agreement in accordance with clause 23.1.
- In performing your obligations under this Agreement (including, but not exclusively providing temporary accommodation, products, services and access to any amenities and services at the Accommodation), you represent and warrant that:
- Each party undertakes that it shall not at any time during the Term, and for a period of five years thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group of companies to which the other party belongs, except as permitted by clause 20.2.
Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection the terms of this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 20 and shall be responsible for any breach of this clause 20 by such person as if it was a breach by the party itself; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
- Each party (as the “Indemnifying Party”) agrees to indemnify the other party (as the “Indemnified Party”) and keep the Indemnified Party indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) that the Indemnified Party (or, where we are the Indemnified Party, any of our Partners) might suffer or incur arising out of in connection with any claim made against the Indemnified Party in relation to the actual or alleged infringement of any third party Intellectual Property by the Indemnified Party in relation to anything provided to it by the Indemnifying Party.
You (as the “Indemnifying Party”) agree to indemnify us (as the “Indemnified Party”) and keep us indemnified against all liabilities, costs, expenses, damages and losses (including but not limited interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) that we may suffer or incur arising out of or in connection with:
- your breach of clause 5 (Use of the PMS), 7 (Information), 12 (Reservations), 14 (Changes and Cancellations), 16 (Fees), 17 (Data Protection), 18 (Intellectual Property Rights), 19 (Conduct and Compliance with Laws) or 20 (Confidentiality) of these Terms, or any supplemental terms and conditions relating to any Third Party Integration or Additional Services;
- any claim made against us (or any of our Partners) for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Information;
- any claim made against us (or any of our Partners) by a third party arising out of or in connection with the Accommodation, the Contract for Accommodation, or any products, services or amenities that you may (or may not) make available to any Guest; and
- any costs that we (or any of our Partners) might incur (including, but not exclusively, any reasonable payment that we might make to any Guest pursuant to clause 13.7) to preserve our reputation, the reputation of any of our Partners, or the reputation of any third party as a consequence of your breach of the Contract or otherwise.
- The indemnities in this clause 21 shall not apply to the extent that a claim under it results from the Indemnified Party’s negligence or wilful misconduct.
If any third party makes a claim, or notifies an intention to make a claim, against the Indemnified Party (or, where we are the Indemnifying Party, any of our Partners) which may reasonably be considered likely to give rise to a liability under the indemnities in this clause 21 (a "Claim"), the Indemnified Party shall:
- at its election either have sole conduct of the Claim, or require the Indemnifying Party to fully defend the Claim;
- as soon as reasonably practicable, give the Indemnifying Party written notice of the Claim, specifying the nature of the Claim in reasonable detail;
- not make any admission of liability, agreement or compromise in relation to the Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Indemnified Party may settle the Claim (after giving the Indemnifying Party prior written notice of the terms of settlement (to the extent legally possible), but without obtaining the Indemnifying Party’s consent) if the Indemnified Party reasonably believes that failure to settle the Claim would be prejudicial in any material respect to the Indemnified Party (or, where we are the Indemnified Party any of our Partners, or any other owner of accommodation made available for reservation);
- give the Indemnifying Party and its professional advisors access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within its power or control, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party’s expense) for the purpose of assessing the Claim; and
- subject to the Indemnifying Party providing security to the Indemnified Party to the Indemnified Party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.
- If any payment due from the Indemnifying Party under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Indemnified Party shall be entitled to receive from the Indemnifying Party such amounts as shall ensure that the net receipt, after tax, to the Indemnified Party in respect of the payment is the same as it would have been were the payment not subject to tax.
- Each party’s liability under the indemnities in this clause 21 is unlimited.
LIMITATION OF LIABILITY
- Nothing in the Contract shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 22.1, neither party shall be liable to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information; and any indirect or consequential loss.
- Subject to clause 21.6 and clause 22.1, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the amount of Fees paid by you to us under the terms of the Contract in the 12 month period immediately preceding the act or omission giving rise to the liability.
- Except to the extent expressly provided in these Terms, we do not make any representation or give any warranties in relation to our obligations under the Contract. To the extent permissible by law, all implied terms, representations and warranties (including warranties regarding quality and fitness for purpose) are excluded.
- You represent and warrant that for the Term and for an appropriate time thereafter, you will maintain in place appropriate insurance in respect of your obligations as an operator of the Accommodation and in respect of your obligations and (potential) liabilities under the Contract.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
- commits a material breach of any of terms of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
- repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to this Agreement;
- suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the insolvency Act 1986; or
- suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- For the purposes of clause 23.1.1 "material breach" means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive, or any potential liability that the terminating party may suffer, under the Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
- Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and you remain in default for 30 days or more after being notified in writing to make such payment.
- You may terminate the Contract at any time by notifying us 30 days prior to the end of the current Subscription Period, in which case the Contract shall terminate at the end of the current Subscription Period.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
CONSEQUENCES OF TERMINATION
On termination or expiry of the Contract:
- we shall immediately suspend and cease all of the Services that we provide to you including, but not exclusively, access to the PMS although we reserve the right to maintain the Information on our servers for a period of 12 months for audit purposes and to facilitate re-instatement of your Information in the event that both parties enter into a new agreement in relation to your use of the PMS;
- you shall immediately pay us all outstanding unpaid Fees and any interest thereon and continue to honour any Reservations made prior to the date of termination, in accordance with this Agreement, and we shall no longer have any obligations to you save as set out in clause 24.1.3; and
- provided that you have paid all Fees and any interest thereon in accordance with the terms of this Agreement, we will provide you with the Information from the PMS is .csv format within two Business Days following a written request from you for such data.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach which existed at or before the date of termination or expiry.
- On termination or expiry of the Contract:
- The Contract is personal to you and shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Agreement.
- We may amend or change these Terms, or the Services provided pursuant to this Agreement, at any time. If we do, then we will notify you and you may either accept the changes and continue to use the PMS, or contact us to terminate the Agreement with immediate effect before the changes take effect. If you do not terminate the Agreement in accordance with this clause 25.2 then your continued use of the PMS shall constitute your acceptance of the proposed changes.
- We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under the Contract, provided that we give you prior written notice of such dealing.
- Save as expressly stated here in, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
- A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- If one party gives notice to the other of the possibility that any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person
- No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of the terms of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next business day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- sent by email to the address notified by that party from time to time.
Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
- if sent by email, at 9.00 am on the next business day after transmission.
- This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or their subject matter or formation shall be governed by and construed in accordance with English law.
- Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Description of Personal Data Processing
The data processing activities carried out by us under this Agreement are described as follows:
Subject matter To process Customer Personal Data as is necessary to provide the Services pursuant to the Agreement and as further instructed by you in your use of the Services. Nature and purpose To provide the Services and the anonymisation of Customer Personal Data for the purposes of carrying out analytical research and statistical analysis by us. Category of Data Subjects
Prospects, customers, business partners and vendors of Customer (who are natural persons)
Employees or contact persons of prospects, customers, business partners and vendors
Employees, agents, advisors, freelancers (who are natural persons)
Users authorised by you to use the Services.
Type of Personal Data
First and last name
Contact information (email, phone, address)
Duration For the duration of the Agreement Third party processor(s) Intercom Inc (Service messaging)
You must notify us if any of these Processing particulars need to change.
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