This page (together with the documents referred to on it) tells you the terms and conditions on which we supply the Services listed on our website www.chaletmanager.com (our site) to you as set out in an agreement with you. Please read these terms and conditions carefully before subscribing for the Services from our site. You should understand that by subscribing for our Services, you agree to be bound by the terms and conditions of this Agreement.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to subscribe to the Services from our site.
THIS AGREEMENT is dated the date on which you click on the "I Accept" key confirming your acknowledgement of receipt of and acceptance of the terms and conditions of the Agreement as set out below.
This agreement is made between:
- ChaletManager Ltd. incorporated and registered in England and Wales with company number 06828971 whose registered office is at 3 Redman Court Bell Street Princes Risborough Buckinghamshire HP27 0AA (the Supplier)
- The Customer (You)
- The Supplier has developed a certain software application called ChaletManager and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of managing properties including ski chalets.
- You wish to use the Supplier's service in your business operations.
- The Supplier has agreed to provide and you have agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
- Authorised Users: your additional users, employees, agents, independent contractors, and clients or customers who are authorised by you to use the Services and the Documentation.
- Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
- Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
- Customer Data: the data inputted by you, Authorised Users, or the Supplier on your behalf for the purpose of using the Services or facilitating your use of the Services.
- Documentation: the document made available to you by the Supplier on the Supplier's website www.chaletmanager.com or such other web address notified by the Supplier to you from time to time which sets out a description of the Services and the user instructions for the Services. Effective Date: the date of this agreement.
- Initial Subscription Term: the initial term of this agreement shall be a period of 30 days from the Effective Date.
- Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.
- Renewal Period: the period described in clause 14.1.
- Services: the individual level of subscription services provided by the Supplier to you under this agreement via www.chaletmanager.com or any other website notified to you by the Supplier from time to time, as more particularly described in the Documentation.
- Software: the online software applications provided by the Supplier as part of the Services.
- Subscription Fees: the subscription fees payable by you to the Supplier for the Services User Subscriptions, as set out in Schedule 1, the amount of which fees shall vary in accordance with the level of Services subscribed to by you.
- Subscription Term: has the meaning given in clause 14.1.
- Supplier's website: www.chaletmanager.com operated by the Supplier or such other domain address notified by the Supplier to you from time to time
- User Subscription: the user subscription purchased by you pursuant to clause 8.1 which entitles Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
- Virus: 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 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 adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- Website account: your account created by the Supplier following your subscription for the Services on the Supplier's website
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes faxes but not e-mail.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. User subscriptions
2.1 Subject to you purchasing the User Subscription in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to you a non-exclusive, non-transferable right for you and the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.
2.2 In relation to the Authorised Users, you undertake that:
- you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
- each Authorised User shall keep a secure username and password for his use of the Services and Documentation, and that each Authorised User shall keep his username and password confidential;
- the Authorised Users of the Services are duly authorised by you to do so at all times and in the event that they are not so authorised, you shall immediately inform the Supplier by email to that effect;
- you shall permit the Supplier, if required, to audit the Services in order to establish the name of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
- if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, you shall promptly disable such passwords and you shall not issue any new passwords to any such individual; and
2.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property;
and the Supplier reserves the right, without liability to you, to disable your access to any material that breaches the provisions of this clause.
2.4 You shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with or could be seen as competing with the Services and/or the Documentation; or
- use the Services and/or Documentation to provide services to third parties; or
- subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours.
3. Additional users
3.1 Subject to clause 3.2, you may, from time to time during any Subscription Term, add additional users and the Supplier shall grant access to the Services and the Documentation to such additional Users in accordance with the provisions of this agreement.
3.2 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to you and the additional Users on and subject to the terms of this agreement.
3.3 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the period 9.00 pm to 5.30 am UK time; and
- unscheduled maintenance performed outside the above Normal Business Hours, provided that the Supplier has used reasonable endeavours to give you at least 48 Normal Business Hours' notice in advance.
3.4 The Supplier will, as part of the Services and at no additional cost to you, provide you with the Supplier's standard customer support services during Normal Business Hours
4. Customer data
4.1 You and where relevant, the Authorised Users, shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2 The Supplier shall carry out a daily back up of the server database including Customer Data. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its back up procedure described above. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.4 If the Supplier processes any personal data on your behalf when performing its obligations under this agreement, the parties record their intention that you shall be the data controller and the Supplier shall be a data processor and in any such case:
- You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to provide the Services and to carry out the Supplier's other obligations under this agreement;
- You shall ensure that you are entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
- You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Subject to clause 13.5 below, the Supplier shall preserve your Customer Data for a period of 6 months from the termination of this agreement for any reason or such further period as the Supplier shall notify you from time to time.
5. Third party providers
6. Supplier's obligations
6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier:
- does not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7. Customer's warranties and obligations
7.1 You shall:
- provide the Supplier with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by the Supplier;
- comply with all applicable laws and regulations with respect to your activities under this agreement;
- carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in you providing assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
- ensure that your network and systems comply with the relevant specifications provided by the Supplier from time to time; and
- be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the Supplier's data centre, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
7.2 By subscribing to the Services you hereby warrant to the Supplier that;
- You are at least 18 years of age;
- are legally capable of entering into binding contracts; and
- you will provide the Supplier with your full legal name and address and any other information necessary for the purposes of opening an online Website account to subscribe to the Services.
7.3 You shall not:
- upload, post, host or transmit unsolicited email, SMS's or "spam" messages;
- allow your bandwidth usage to exceed 500 megabytes per month or significantly exceed the bandwidth usage permitted by the Supplier as determined by the Supplier from time to time;
- reproduce, duplicate, copy, sell, resell, or exploit any part of the Services or Documentation, any access to or use of the Services or Documentation;
- modify, hack or adapt the Services or Documentation or modify another website so as to connect or imply any relationship with or connection to the Supplier in any way.
8. Charges, payment and cancellation
8.1 You shall pay the Subscription Fees to the Supplier 30 days in advance for the User Subscriptions in accordance with this clause 8 and Schedule 1.
8.2 You shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
- your credit card details to the Supplier, you hereby authorise the Supplier to bill such credit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to clause 14.1, for every 30 day period following the end of the Initial Subscription Term for the Subscription Fees payable in respect of the next Renewal Period ("next billing interval");
8.3 If the Supplier does not receive payment for any reason by the due date for payment, and without prejudice to any other rights and remedies of the Supplier:
- the Supplier may, without liability to you, disable your Website account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the Subscription Fees remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in this agreement:
- shall be payable in pounds sterling;
- are non-refundable in whole or in part;
- are exclusive of value added tax, which shall be added to the Supplier's fees at the appropriate rate.
8.5 The Supplier shall be entitled to increase the Subscription Fees upon 30 days' prior notice to you and Schedule 1 shall be deemed to have been amended accordingly. Such notification shall be provided on the Supplier's website or on the Document. Your credit card will be debited for the new Subscription Fee on the next billing interval.
8.6 You shall be solely responsible for the cancellation of your subscription. You may cancel the service at any time and will not be charged again at the next billing interval. You will be able to use the service until the last day of the then current billing month, but you are responsible for any Subscription fees already incurred. In the event of cancellation of the subscription, your content will be immediately irretrievably deleted from the Services.
8.7 If you are not acting in the course of business when you order Services from us you have the right to cancel your subscription or withdraw your instructions by notice in writing to us at any time within seven working days of subscribing for the Services or providing those instructions.
9. Proprietary rights
9.1 You acknowledge and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9.3 You shall retain legal ownership of and be responsible for all and any legal liability arising from any intellectual property rights in respect of any content or material which you provide for the Documentation and the Services at all times.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the terms of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees contractors or agents in violation of the terms of this agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
10.6 The Supplier acknowledges that the Customer Data is your Confidential Information.
10.7 This clause 10 shall survive termination of this agreement, however arising.
11.1 You shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
- You are given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
- you are given sole authority to defend or settle the claim.
11.2 The Supplier shall, subject to clause 11.5, defend you, your officers, directors and employees, if any, against any claim that the Services or Documentation infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
- the Supplier is given prompt notice of any such claim;
- you provide reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
- the Supplier is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, the Supplier may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 48 hours notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Supplier; or
- your use of the Services or Documentation in a manner contrary to the instructions given to you by the Supplier; or
- your use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
11.5 The foregoing states your sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
12.1 Subject to the provisions of clause, this clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:
- any breach of this agreement;
- any use made by you of the Services and Documentation or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
12.2 Except as expressly and specifically provided in this agreement:
- You assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by you in connection with the Services, or any actions taken by the Supplier at your direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Services and the Documentation are provided to you on an "as is" basis.
12.3 Nothing in this agreement excludes the liability of the Supplier for:
- death or personal injury caused by the Supplier's negligence; or
- fraud or fraudulent misrepresentation.
12.4 Subject to clauses 12.2 and clause 12.3:
- the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13. Term and termination
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 30 days (each a Renewal Period), unless:
- either party notifies the other party of termination, in writing, at least 5 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or relevant Renewal Period; or
- otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
- the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 10 working days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
- a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
- the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- the other party ceases, or threatens to cease, to trade; or
- there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Act 1988; or
- the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
13.3 You can terminate this agreement and your Website account via the link in your Website account area on the Supplier's website by clicking on the Account tab.
13.4 The Supplier may terminate this agreement for any reason other than as specified in clause 13.2, and reserves the right to suspend or terminate your user subscription for any reason at any time by deactivation or deletion of your Website account.
13.5 On termination of this agreement for any reason:
- all licences granted under this agreement shall immediately terminate;
- each party shall return and make no further use of any property, Documentation and other items (and all copies of them) belonging to the other party;
- the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. Force majeure
The Supplier shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm act of terrorism or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
15.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
16.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17. Entire agreement
17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
18.1 You shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
22. Governing law and jurisdiction
22.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
- For the Blue level of service, the Subscription Fees shall be £2.69/room plus value added tax every 30 days, regardless of the number of Subscription users.
- For the Red level of service, the Subscription Fees shall be £5.29/room plus value added tax every 30 days, regardless of the number of Subscription users.
- For the Black level of service, the Subscription Fees shall be £9.49/room plus value added tax every 30 days, regardless of the number of Subscription users.