These are the terms and conditions referred to in the Contract (“Form”) and which continue to apply to the Addendum. Defined terms from the Form shall have the same meaning as in the Addendum. These terms and conditions, the Form, Privacy Notice and the Addendum together constitute the “Agreement”.
You hereby appoint CHIC RETREATS as Your non-exclusive agent for the sale and promotion of the Hotel on Your behalf and in accordance with this Agreement, on the Marketplace and on all services owned and/or operated by a third party not being the Marketplace, including without limitation those owned and/or operated by Kayak, Skyscanner, Trivago, Google, TripAdviser, WeGo, or form of partner loyalty programme.
CHIC RETREATS hereby grants to You a non-exclusive, non-transferable right to use the Marketplace during the Term, solely for the promotion and marketing of the Hotel in accordance with this Agreement.
You agree to promote Chic Retreats on your website if you promote any other competitor of Chic Retreats, this will form part of this agreement.
This Agreement commences upon signature by both parties of the Addendum (“Commencement Date”) and continues (“Further Subscription Period”) until either party terminates it upon providing a minimum of two (2) months’ written notice.
3.1 You shall ensure that up to date availability and rates is provided for the Hotel so that Guests (meaning any person/s who makes a reservation for the Hotel through the Marketplace) can make Reservations (as set out in clause 5 below) without risk of over-booking.
3.2 Live reservations can be provided:
3.2.1 directly by You by managing the Hotel’s availability and rates through the CHIC RETREATS extranet, including the Hotel details to be displayed on the Marketplace (“Extranet”); or
3.2.2 indirectly by You using a channel manager that is supported by the Marketplace.
3.3 You covenant and agree to provide CHIC RETREATS with the same availability and rates as You would to a Guest contacting You directly.
3.4 Responsibility remains with You to ensure that live availability, rates, policies and rate plans are kept up to date and accurate on the Marketplace.
4.1 All rates provided by You in respect of a Hotel shall be inclusive of all applicable costs, charges, dues, fees and taxes.
4.2 All other sums of whatever nature, including any local taxes, and which relate to the Hotel, shall be clearly set out by You on the Marketplace.
4.3 You must determine and clearly state on the Marketplace Your deposit and cancellation policy that a Guest must comply with for each rate plan provided.
4.4 You covenant and agree to provide CHIC RETREATS with your best available rates online in respect of all Hotels at all times and that the rates are and shall always be lower or equal to the lowest published rates.
5.1 The Marketplace operates on a ‘live reservation’ basis where Guests are permitted to make Reservations automatically, without any requirement for CHIC RETREATS to contact You to check availability. A reservation is completed when a Guest receives a confirmation that their order was accepted subject to the Hotel’s reservation terms & conditions.
5.2 In respect of Reservations made by a Guest on the Marketplace and where requested by the Hotel, CHIC RETREATS will provide You with the Guest’s credit card detail through a PCI compliant secured link on our Extranet.
5.3 In accordance with PCI compliance, CHIC RETREATS do not store Guest’s credit or debit card details electronically. We use a 3rd party provider to transfer to You securely the Guest credit card details via our Extranet. You are thereafter immediately and solely liable for the safe storage and use of these details.
5.4 You hereby covenant and agree to take payment only according to the Reservation terms that You provided to the Guest, via the Marketplace, at the time of making the Reservation. No-shows and/or cancellations by Guests shall be governed by your cancellation policies.
5.5 It is Your responsibility to deal with complaints made by Guests relating to the Hotel and/or the Guest’s stay. However, CHIC RETREATS reserves the right to request details of any such complaint from either party for the purposes of monitoring Guest complaints and quality assurance
6.1 CHIC RETREATS shall be entitled to a commission as agreed in the Contract or Addendum on all Reservations made under this Agreement through CHIC RETREATS or any Reservations made with You and which originate directly through the Marketplace (“Commission”).
6.2 Commissions will be invoiced on checkout payable immediately.
6.3 CHIC RETREATS shall invoice You on the Commencement Date for the Subscription Fee, as agreed in the Contract or Addendum, payable in respect of the Further Subscription Period; promotion of the Hotel will not commence on the Marketplace until receipt of payment in full;
6.4 You will be invoiced on the anniversary of the Commencement Date for the Subscription Fees payable in accordance with the Addendum, and You shall pay each invoice within 14 days after the date of such invoice.
6.5 If CHIC RETREATS has not received payment of the Subscription Fee by the due date, and without prejudice to any other rights and remedies of CHIC RETREATS, CHIC RETREATS may, at its own discretion, either disable Your access to the Marketplace via the Extranet or unpublish Your Hotel from the Marketplace. CHIC RETREATS shall be under no obligation to provide any or all access to the Marketplace while the payments concerned remain unpaid.
6.6 The Subscription Fee is non-refundable in the event of termination of this Agreement for any reason whatsoever.
6.7 All amounts stated as payable to CHIC RETREATS are exclusive of VAT or applicable sales tax, which shall also be charged if applicable.
6.8 You must ensure the total amount of the invoice is paid to CHIC RETREATS, including any difference, which may arise due to exchange rate differences and fluctuations and any bank charges due to international payments.
7.1 You warrant that all Hotel information provided is and remains for the duration of this Agreement accurate, free from errors and typos, not misleading to Guests and compliant with all applicable laws and regulations relating to both consumer advertising and the Hotel.
7.2 CHIC RETREATS shall not check the details for accuracy or errors, and this remains Your sole responsibility. In the event that any Hotel details become outdated or and rates and availability are no longer accurate for any reason whatsoever, or You become aware of any errors, it is Your responsibility to amend all details and rectify all errors to ensure the details remain true, accurate and up to date at all times.
7.3 CHIC RETREATS reserves the right to require You to amend the details, for any reason whatsoever, or make certain minor amendments itself, without notice to You.
7.4 You hereby warrant that all photographs submitted are a true likeness of the Hotel, its features, facilities and contents, and in any event meet the Required Standard (as defined below). In the event any photographs featuring on the Marketplace no longer show a true likeness of the subject matter, You shall remove or update the photographs without delay. CHIC RETREATS reserves the right to reject any photographs which are not of a good quality or which CHIC RETREATS has reason to believe are not a true likeness of the Hotel.
7.5 CHIC RETREATS will provide You with a unique user ID and password to access the Extranet. You acknowledge and accept that You are responsible for keeping the password and user ID strictly confidential and ensuring it is not disclosed to any third party. In the event You believe the confidentiality of the User ID and password has been compromised for any reason whatsoever (including where a staff member with access to the User ID and password has left), You shall immediately request a new User ID and password from CHIC RETREATS.
7.6 You shall remain liable for all activity undertaken using Your user ID and password, regardless of whether such activity was undertaken by You personally or not.
8.1 You hereby warrant and represent that You own or have the licence in the Content in the manner required by and pursuant to this Agreement.
8.2 You hereby grant to CHIC RETREATS a non-exclusive, perpetual, world-wide sub-licensable, transferable licence to hold, use, copy, edit, modify, and reproduce (and re-size where necessary) the Content to enable CHIC RETREATS to comply with its obligations under this Agreement, where “Content” in this Agreement shall mean the entire contents and subject matter provided by You to CHIC RETREATS to be displayed on the Marketplace and used in any way pursuant to this Agreement, including, without limitation, (i) the names and/or photographs of persons; (ii) any copyright in the descriptive material, photographs, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services, or any other intellectual property rights; and (iii) any testimonials or endorsements contained therein.
9.1 The “Intellectual Property Rights” (meaning all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world in the Marketplace throughout the world shall be and shall remain the sole and exclusive property of CHIC RETREATS. You shall not acquire any right, title or interest in the Marketplace, nor shall You modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Marketplace. You hereby assign to CHIC RETREATS all existing and future Intellectual Property Rights created in or arising from any of the above, and hereby agree promptly to execute all documents and do all acts as may, in the opinion of CHIC RETREATS, be necessary to give effect to this clause 9.1.
9.2 Each party acknowledges and agrees that all trademarks and service marks used by the parties remain that party’s sole and exclusive property and nothing in this Agreement does or is intended to transfer ownership of any Mark to the other.
9.3 For the purpose of this Agreement, You hereby grant to CHIC RETREATS a non-exclusive royalty-free licence to use Your trademarks and service marks from time to time subsisting solely for the purpose of CHIC RETREATS performing its obligations under this Agreement.
9.4 You hereby covenant that the use and/or publication of any Content in the manner permitted by this Agreement will not breach the Intellectual Property Rights of any third party nor violate any applicable law or regulation.
10.1 You hereby warrant and undertake to CHIC RETREATS for its benefit and the benefit of each relevant Guest that at all times during the Term:
10.1.1 the Hotel shall always be of the Required Standard, meaning each of the following: (i) its description shall be accurate and use its real name; (ii) Guests shall be offered early checkin/late checkout on request and upon availability, a complementary room upgrade if available, a complementary welcome drink, and complementary unique ‘Extra’ where applicable; (iii) there shall be high resolution images and video (if available) of Hotel including; outside shot, internal rooms, special features, local activities; (iv) there is accurate Hotel placement on Google maps latitude and longitude (for Google verification); (v) there is a list of what is unique about Hotel including features, services, food/drink available; (vi) You include recommendations for the top 5 activities within 30 minutes’ drive of Hotel; (x) travel details to from closest/most convenient airport; (viii) You describe the Hotel’s suitability for children, with details of childrens’ services if available; and (ix) You confirm that Guests will be treated as VIP; and
10.1.2 You will inform CHIC RETREATS and Guests of any intended building works, refurbishments or withdrawal or depletion of any facilities at the Hotel, and make adequate alternative arrangements if necessary to accommodate Guests in accommodation of an equal or higher standard, and/or compensate Guests as necessary, at you cost and expense.
10.2 CHIC RETREATS reserves the right at any time, without notice and without liability, to remove any Hotel from the Marketplace if it reasonably believes the Hotel would or would be likely to put You in breach of these Terms (including without limitation where the Hotel is not of the Required Standard) or would otherwise be detrimental to the interests or goodwill of CHIC RETREATS. Any such action shall be without prejudice to CHIC RETREATS’s other rights and remedies under these Terms.
10.3 You shall permit CHIC RETREATS’s representatives to inspect the Hotel at any reasonable time on request and subject to availability and by prior arrangement.
11.1 You acknowledge and accept that CHIC RETREATS acts as Your non-exclusive agent in relation to all Reservations and dealings with Guests. Accordingly, CHIC RETREATS accepts no liability in relation to the Hotel, any Reservations made by Guests or any contract entered into between a Guest and You. For all Reservations, Your contract will be with the Guest making the Reservation and in no circumstances shall CHIC RETREATS be a party to any contract with the Guest or between the Guest and You, nor shall CHIC RETREATS have any liability to either party in relation to any such contract.
11.2 You hereby accept that CHIC RETREATS cannot ensure that the “Website” (being www.chicretreats.com and the corresponding mobile site and/or app) is visible in all browsers and versions of these browsers. CHIC RETREATS shall use its reasonable endeavours to ensure that the Website is visible in the most commonly used internet browsers.
11.3 CHIC RETREATS does not guarantee the success of any Hotel published on the Marketplace and does not guarantee that You will receive Reservations from Guests, and You accept that CHIC RETREATS shall have no liability in this respect. Properties will generally be listed by price, however CHIC RETREATS does not guarantee the placing of the Hotel in any specific location on the Website or the Marketplace or the ranking of the Hotel on the Website or in any search results on the Website. How the Hotel will be included and promoted on and through the Marketplace will be entirely at CHIC RETREATS’s discretion and CHIC RETREATS gives no representation or warranty in relation to this.
11.4 Without prejudice to any other provision in this Agreement, CHIC RETREATS’s entire liability to You arising out of or in connection with this Agreement, including without limitation breach of contract, misrepresentation (except where fraudulently made) and tort (including negligence but subject to clause 11.7), is limited to the Subscription Fee paid by You to CHIC RETREATS under this Agreement in the preceding 12 months.
11.5 CHIC RETREATS expressly excludes liability for any indirect, special, consequential or economic loss or damage which may arise out of or in relation to the Marketplace, whether arising from any failure to publish the Hotel on the Marketplace in a timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings, business, contracts, production or goodwill even if CHIC RETREATS has been advised as to the possibility of such damages.
11.6 CHIC RETREATS will use reasonable skill and care in performing its duties hereunder but subject thereto: (i) CHIC RETREATS hereby excludes any warranty, express or implied, as to the performance, quality, accuracy or fitness for a particular purpose of the Marketplace; (ii) CHIC RETREATS will not be liable for any losses or damages arising, whether in tort (including negligence), contract or otherwise, directly or indirectly as a result of use of the Marketplace including without limitation from any technical malfunction, computer error, defect in software, loss of data or other damage or disruption to the Marketplace; (iii) CHIC RETREATS makes no warranty that the content of the Marketplace is free from infection by viruses, worms or trojans or anything else that has contaminating or destructive properties; and (iv) certain links on the Marketplace may lead to resources located on servers maintained by third parties over whom CHIC RETREATS has no control and CHIC RETREATS accepts no liability arising from access to or use of any material contained on those servers.
11.7 CHIC RETREATS does not limit or exclude liability for death or personal injury caused by negligence, fraudulent misrepresentation or anything else which cannot be excluded under applicable law.
12.1 You hereby agree to indemnify and keep indemnified now and in the future fully and effectively CHIC RETREATS, its agents, officers, successors and assigns from and against any and all claims, liabilities, demands, damages, expenses, losses, refunds, fines, costs (including all legal costs) and all other sums of whatever nature which CHIC RETREATS incurs, suffers or becomes responsible for as a result, directly or indirectly, of:
12.1.1 any breach of this Agreement by You; and
12.1.2 any third party claim (including but not limited to Guest claims and claims for infringement of intellectual Hotel rights) received directly by You or by CHIC RETREATS relating to the Hotel, the Content, or You.
12.2 This indemnity shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.
Neither party shall be liable to the other for any contractual default which they could not reasonably foresee or avoid. These events can include, but are not limited to war, threat of war, civil strife terrorist activity and its consequences or the threat of such activity, riot, the act of any government or other national or local authority including port or river authorities, industrial dispute, lock closure, natural or nuclear disaster, fire, chemical or biological disaster and all similar events outside the affected party’s control.
14.1 Each party may be given access to “Confidential Information” from the other party in order to perform its obligations under this agreement, being any information that is proprietary or confidential and is either clearly labelled or identified as such. A party’s Confidential Information shall not be deemed to include information that:
14.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
14.1.2 was in the other party’s lawful possession before the disclosure;
14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
14.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
14.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
14.2 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 this Agreement.
14.3 The above provisions of this clause 14 shall survive termination of this Agreement, however arising.
15.1 CHIC RETREATS may terminate the Agreement forthwith on written notice to You in the event that You commit a material breach of this Agreement, which breach is not remedied to CHIC RETREATS’s satisfaction within 5 days of the date of such breach.
15.2 This Agreement shall cease immediately if either party ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed over it or any part of its undertaking or assets or passes a resolution for its winding up or a court of competent jurisdiction makes an administration or liquidation or similar order or it enters into a voluntary arrangement with its creditors or is unable to pay its debts as they fall due.
15.3 Termination of this Agreement for any reason whatsoever shall entitle CHIC RETREATS (exercisable entirely at its discretion) to delete the Hotel from the Marketplace from the effective date of termination. No refund of any Subscription Fee and/or Commission shall be payable in any circumstances. Termination shall not affect any Reservations made by Guests prior to the effective date of termination which You shall honour and shall treat all Guests as though the Agreement was still in force. For avoidance of doubt, any liabilities accrued prior to the breach will still be due for payment.
16.5 Particular obligations relating to data sharing. Each party shall:
16.5.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
16.5.2 give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
16.5.3 process the Shared Personal Data only for the Agreed Purposes;
16.5.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
16.5.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
16.5.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
16.5.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
18.104.22.168 complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
22.214.171.124 ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
16.6.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
16.6.2 promptly inform the other party about the receipt of any data subject access request;
16.6.3 provide the other party with reasonable assistance in complying with any data subject access request;
16.6.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
16.6.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
16.6.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
16.6.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;
16.6.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
16.6.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 16 and allow for audits by the other party or the other party’s designated auditor; and
16.6.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
16.7 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
17.1 If any provision of this Agreement is held to be invalid or void for any purpose, it shall for that purpose be deemed to be omitted from the Agreement. Such omission shall not affect or prejudice the validity, effectiveness or enforceability of the rest of the provisions of these Terms.
17.2 The rights of CHIC RETREATS under this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to You. No waiver of any breach operates as a waiver of any subsequent breach.
17.3 This Agreement may be varied at any time by CHIC RETREATS and all subsequent use of the Marketplace will be governed by the newer version.
17.4 This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties.
17.5 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999 at common law or otherwise.
17.6 This Agreement is personal to You and You shall not assign or otherwise transfer its rights or obligations under this Agreement, in whole or in part, to a third party without the prior written consent of CHIC RETREATS. CHIC RETREATS may assign or otherwise transfer this Agreement, its rights and obligations hereunder, or any part thereof to any third party.
17.7 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authority shall be conclusive evidence of the fact and date of posting of any such notice.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English Courts in relation to any disputes.