Terms and Conditions

Contract


Contract


TERMS AND CONDITIONS FOR PROPRIETORS PREAMBLE

"freetobook" is a trading name of US Booking Services Ltd. registered in Scotland (SC191330) whose registered office is at 100 Berkley Street 2nd Floor, Glasgow G3 7HU. It has been trading since 1998. This agreement will between yourself and US Booking Services Ltd. There is no lock-in period and the agreement can be terminated by either party with 14 days written notice.

You will already have a login which gives you access to modify your inventory of prices, availability, your terms and conditions, descriptions of your property and available facilities. It is your responsibility to maintain all of this information and make sure it is an accurate, honest and true reflection of the service you provide. We will make all reasonable efforts to make sure that the system is available.

We will also provide a search form or booking button for you to place on your website, this will link to your rates and availability and enable your customers to book online. When a booking is made online for your property you will receive an email to your nominated email address and your customer will also receive the same to their email address.

You have a responsibility to honour bookings made in this way and to check your email regularly for bookings that have been made on your website. These bookings will also show on the freetobook system when you login. All bookings made on your website or entered manually will be free of any commission or fee from us.

The agreement set out below is the full legal agreement and we advise that you read it carefully. You will need to accept the legal agreement or terminate use of the system.

For the purposes of this agreement we take the country in which you are trading to be United Kingdom and your VAT registration number is GB123456789.

  1. The System

    1. freetobook and you shall procure that the Contract Managers consult with each other so as to agree a timeframe and the necessary procedures for the provision of the Platform to you and the setting up of the System.

    2. Once the Platform has been provided and the general look and feel of the Your Site's interaction with the System has been agreed the parties shall procure that the hypertext links from Your Site to the System go live ('go live date') and freetobook shall from the go live date be authorised without further reference to you to take bookings from visitors as agent for you based on the information (including room rates and availability) provided by you from time to time through the System;

    3. freetobook shall be responsible for hosting the System on its own website and the technical maintenance of the System and the Platform.

    4. You shall be solely responsible for the day to day operation of the System and for the provision and updating of information relating to your accommodation or other services to be placed on the System using the Platform.

    5. All intellectual property rights in the System (other than content provided by you) and the Platform shall at all times remain with freetobook but you are during the continuance of the Agreement hereby granted a non-exclusive licence to use the Platform but only for the purposes of operating the System.

    6. freetobook shall ensure that, upon using or accessing the System, every visitor is made aware of the terms and conditions governing the use of the System by visitors which terms and conditions form part of the Platform.

    7. The parties shall procure that the Contract Managers are each in a position to manage in an efficient manner any changes to or updates to the Platform or the System.

    8. You shall be solely responsible for dealing with any questions or complaints relating to the information provided by you for inclusion on the System or the accommodation or other services promoted by you

      using the System.

    9. The terms and conditions relating to the provision by you of accommodation and/or other services provided to visitors shall be those entered by you from time to time on the System, which terms and conditions shall be editable by you at any time.

    10. The rates that you provide on the System for accommodation and/or other services must be inclusive of VAT if applicable.

    11. If you decide to cease trading (whether permanently or temporarily) you must inform freetobook immediately so that measures can be taken to prevent any further bookings being taken

  2. Commission and Payment

    1. For the avoidance of doubt no Commissions or other fees are payable by visitors booking accommodation and/or other services through Your Site.

    2. From time to time freetobook will make available optional links to other websites. You will be able to opt in or opt out and the commission on Third Party websites will be clearly explained.

  3. Termination

    1. The Agreement may be terminated by either you or freetobook upon not less than 14 days prior written notice.

    2. On termination freetobook shall immediately remove your access to the System but such termination shall not affect your obligations (which for the avoidance of doubt survive termination of the Agreement) to honour any bookings made by visitors using the System prior to termination.

    3. Termination of the Agreement for whatever reason shall not affect either:

      1. the accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or

      2. all provisions expressed to survive the Agreement, which shall remain in full force and effect.

  4. Warranties

    1. You hereby warrant that:

      1. your entry into this Agreement and the operation by you of the System does not breach any other agreement to which you are a party;

      2. the information provided by you to freetobook for inclusion on the System (including any description of the accommodation or other services to be provided, the availability and price of such accommodation and the terms and conditions applicable to any booking, the cancellation thereof or the provision of the accommodation or other services) shall be true, complete, accurate and kept up to date at all times;

      3. you own or have a right to use all intellectual property rights in, and relating to, information provided by you to freetobook for inclusion on the System including (but not limited to) Your Trade Marks; and

      4. you will honour all bookings taken on your behalf through the System provided that such booking has been taken on the basis of the information on the System provided by you at the relevant time.

    2. freetobook warrants that:

      1. its entry into the Agreement does not breach any other agreement to which it is a party;

      2. it owns or has a right to use all intellectual property rights in, and relating to, the Platform including (but not limited to) any trade marks used in connection therewith.

    3. Whilst freetobook will endeavour to ensure that the System is accessible to the public at all times no warranty or representation is given by freetobook that the System will always be accessible and such accessibility may be interrupted, suspended or terminated from time to time as a result of routine maintenance or other circumstances both within and outside the control of freetobook.

    4. Whilst freetobook will endeavour to ensure that the System is safe and secure at all times freetobook does not represent or warrant that it will always be free of error, virus, defect or other harmful components and that circumstances can arise whereby you and visitors may lose data or information.

  5. Third Party Sites

    1. freetobook shall promptly provide to you details of any Third Party Sites to which the System may be linked with details of any terms and conditions that may apply in relation to such Third Party Sites.

    2. You hereby agree that any link of the System to Third Party Sites shall be subject to any terms and conditions imposed by such Third Party Sites and if you object to such terms and conditions then freetobook shall withdraw the link to the relevant Third Party Site.

  6. Visitor data

    Subject to any restrictions in law in any part of the world and, without limiting the foregoing, the Data Protection Acts 1984 and 1998, freetobook shall provide to you such visitor information as you may reasonably require in order to satisfy any booking made through the System.

  7. Indemnities

    You shall indemnify and hold freetobook and any person owning or operating any relevant Third Party Site and their respective officers and employees harmless from and against all liabilities, losses, damages, costs and expenses in relation to any claims or actions brought against them (including, without limitation, any claim in contract or tort or for defamation, obscenity or breach of privacy) relating to or arising out of:-

    1. the operation of the System by you and the content provided by you for incorporation on the System from time to time;

    2. the provision of any accommodation and/or other services promoted using the System;

    3. the failure to honour any booking taken on your behalf through the System; and

    4. any breach by you of the terms of the Agreement.

  8. Trade Mark licence

    You hereby grant freetobook a world-wide, non-exclusive, royalty-free right and licence to use Your Trade Marks on the System during the continuance of the Agreement but not further or otherwise.

  9. Confidentiality

    1. During the continuance of the Agreement and after termination or expiration of the Agreement for any reason for a period of 3 years starting on the date of termination or expiration, the following obligations shall apply to the party disclosing confidential information ('the Disclosing Party') to the other party ('the Receiving Party').

    2. Subject to clause 9c, the Receiving Party:

      1. may not use any confidential information for any purpose other than the performance of its obligations under the Agreement;

      2. may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and

      3. shall make every effort to prevent the use or disclosure of the confidential information.

    3. The obligations of confidence referred to in the provisions of this clause shall not apply to any confidential information that:

      1. is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;

      2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;

      3. is required to be disclosed by any applicable law or regulation; or

      4. is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to the Agreement

        in respect of it and who imposes no obligations of confidence upon the Receiving Party.

    4. Without prejudice to any other rights or remedies which the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.

    5. The obligations of the parties under the provisions of this clause shall survive the expiry or the termination of the Agreement for whatever reason.

  10. Liability

    Notwithstanding any other term (whether express or implied) in these terms and conditions (including the Registration Form) freetobook shall be not be liable for any indirect or consequential loss you may suffer even if the loss is reasonably foreseeable or the possibility of such loss occurring has been advised.

  11. Interest

    All sums due from either of the parties to the other which are not paid on the due date shall bear interest from day to day at the annual rate of 4% over the current Barclays Bank plc daily base rate with a minimum of 7% a year.

  12. Assignment

    1. Subject to the provisions of clause 12c neither party shall assign, transfer, sub-contract, declare a trust of or in any other manner make over to any third party the benefit or burden of the Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

    2. In the event of you wishing to sell your business, freetobook should be informed as soon as possible (and if possible at least 30 days prior to completion) as a fresh agreement will be required with any new proprietor

    3. freetobook shall be entitled without your prior written consent to assign, transfer, sub-contract or in any manner make over the benefit or burden of the Agreement to an affiliate or to any company with which it may merge or to any company to which it may transfer its assets and undertaking, provided that the affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights and powers and/or duties and obligations of freetobook under the provisions of the Agreement being assigned, transferred or otherwise made over.

  13. Force majeure

    1. Neither party shall be deemed to be in breach of the Agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under the Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party ('an event of force majeure').

    2. The party relying on clause 13a shall promptly notify the other party of the nature and extent of the circumstances giving rise to the event of force majeure.

  14. Waiver

    1. A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.

    2. No failure or delay on the part of any party in exercising any right, power or privilege under the Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

    3. No breach of any provision of the Agreement shall be waived or discharged except with the express written consent of the parties.

  15. Notices

    1. Any notice, demand or other communication given or made under or in connection with the matters contemplated by the Agreement shall be in writing and shall be delivered personally or sent by fax, email or prepaid first class post:

      in your case to the name and address, fax number or email address set out on the Registration Form

      in the case of freetobook to: 100 Berkeley Street, 2nd floor, Glasgow, G3 7HU, Fax: +44 (0)141 229 0001, Email: sales@freetobook.com and shall be deemed to have been duly given or made as follows:

      1. if personally delivered, upon delivery at the address of the relevant party,

      2. if sent by first class post, two business days after the date of posting, and

      3. if sent by fax or email, when despatched provided that no non-delivery transmission is received.

    2. A party may notify the other party to the Agreement of a change to his name, relevant addressee, address, fax number or email address for the purposes of the above clause provided that such notification shall only be effective on:

      1. the date specified in the notification as the date on which the change is to take place; or

      2. if no date is specified or the date specified is less than five business days after the date on which notice is given, the date falling five business days after notice of any such change has been given.

  16. Entire agreement

    1. The Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth in the Agreement save for any representation made fraudulently.

    2. Unless otherwise expressly provided elsewhere, the Agreement may be varied only by a document signed by both of the parties.

  17. Governing law and jurisdiction

    1. The Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to the Agreement or its formation, shall be governed by and construed in accordance with the laws of England.

    2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with the Agreement and for the purpose of enforcement of any judgement against their respective assets.

  18. Definitions

    In these terms and conditions:

    1. 'Agreement' means the agreement between freetobook and you set out in the these terms and conditions and which also incorporates the information supplied on the Registration Form;

    2. 'business day' means a day (excluding Saturdays) on which banks are generally open in the City of London for the transaction of normal business;

    3. 'Commissions' means the commissions payable to freetobook or any relevant Third Party in accordance with clause 2;

    4. 'confidential information' means all business, technical, financial or other information created or exchanged between the parties pursuant to the Agreement;

    5. 'the Contract Managers' means in your case the person identified on the Registration Form (or such other person as you may from time to time designate) and in freetobook's case such person as it may from time to time designate;

    6. 'intellectual property rights' means patents, rights in design, trade marks, trading, business or domain names and e-mail addresses, copyrights (including any such rights in typographical arrangements, websites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character that subsist now or in the future in any part of the world;

    7. 'freetobook' means US Booking Services Limited (registered in Scotland with Company Number SC191330) whose registered office is at 100 Berkley Street 2nd Floor, Glasgow G3 7HU trading as

      freetobook

    8. 'Our Site' means any website owned and/or operated by freetobook

    9. 'Platform' means freetobook's server, software, interfaces and documentation which allows proprietors of businesses providing accommodation and other related services to create and operate the System;

    10. 'Registration Form' means the registration form completed by you when registering to use the System;

    11. 'the System' means the room booking management system to be operated by you using the Platform on the world wide web;

    12. 'Third Party Sites' means any website owned and/or operated by a Third Party and linked to the System;

    13. 'Third Party' means any third party owning or operating a Third Party Site

    14. 'VAT' means value added tax or any similar sales tax replacing the same.

    15. 'visitor' means any person accessing the System to book accommodation and/or other services to be provided by you;

    16. 'visitor information' means the names, e-mail addresses, contact details and other information collected from visitors by the System;

    17. 'you' means the accommodation and/or other service provider detailed on the Registration Form and 'your' shall be construed accordingly;

    18. 'Your Site' means the website or combination of websites owned and/or operated by you which shall be linked to the System;

    19. 'Your Trade Marks' means the trade marks, names and logos (if any) owned or licenced to you.

  19. Interpretation

    In the Agreement unless otherwise specified:

    1. reference to a party is reference to a party to the Agreement and includes his permitted assignees and successors in title to substantially the whole of his undertaking;

    2. reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;

    3. words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and

    4. 'includes' and 'including' shall mean including without limitation.