1. Staylists
    1. Staylists (“Staylists”) is an online hotel reservation platform made available through our website at www.staylists.com and the websites of our third party partners (“Partners”) through which providers of temporary accommodation (“Accommodation Providers”) can advertise their temporary accommodation (“Accommodation”), and through which customers (“Guests”) can make reservations to stay at the Accommodation (“Reservations”).
    2. When a Guest makes a Reservation through Staylists, they enter 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.
    3. Staylists and the Service (as defined below) are operated by Staylists Distribution Ltd (“we”, “us”, “our”), a company registered in England and Wales. Our company registration number is 10719301 and our registered office is at Suite F5, Ross Building, Adastral Park, Martlesham Heath, Ipswich, England, IP5 3RE. Our registered VAT number is 267 1493 82.
  2. Joining Staylists
    1. By applying to join Staylists, you are making an offer to us to include your Accommodation through Staylists, in accordance with these terms and conditions (the “Terms”). We are under no obligation to accept your offer, and the contract between us (which will incorporate these Terms, by reference) shall only come into existence when we send you an email confirming that we have accepted your offer.
  3. These Terms
    1. These are the terms and conditions on which we will make your Accommodation available for Reservation through Staylists (the “Service”).
    2. Please read these terms carefully before you apply to join Staylists. 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.
    3. By applying to join Staylists and by using the Service, you confirm that you have read and understood these Terms and agree to be bound by them.
  4. Interpretation In addition to the terms defined elsewhere in these Terms, the following definitions and rules of interpretation apply in these Terms.
    1. Definitions:
      1. "Information" means all information relating to the Accommodation provided by the Accommodation Provider via the PMS for inclusion on Staylists 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.
      2. "Inn Style" means Staylists Limited (formerly Inn Style Ltd) a company registered in England and Wales with company registration number 08425366 with its registered office at 16 The Havens, Ransomes Europark, Ipswich, Suffolk, IP3 9SJ.
      3. "Staylists Compatible PMS" means a property management system authorised by Staylists and with a built-in integration to Staylists’ proprietary reservation platform.
      4. "Inn Style PMS" means a property management system licensed by Inn Style (or its successors or assignees) to you.
      5. "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, 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.
      6. "Normal Business Hours” means the period from 9:00am to 5:00pm on any day, other than a Saturday, Sunday or public holiday in England, when the clearing banks in London are open for business.
      7. "PMS” means a property management system through which all Information relating to the Accommodation can up updated and maintained in real time;
      8. "VAT" means value added tax chargeable under the Value Added Tax Act 1994.
    2. Clause and paragraph headings shall not affect the interpretation of these Terms.
    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    4. 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.
    5. A reference to these Terms means these terms as amended from time to time in accordance with clause 20.2 below.
    6. A reference to writing or written includes email.
    7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    8. 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.
  5. Commencement and Duration
    1. Our contract with you (the “Contract”) will begin on the date that we accept your application to join the Service (when we will send you an email confirming this acceptance) and will continue indefinitely until terminated in accordance with clause 18, below (such period being the “Term”).
    2. Our obligation to include your Accommodation on Staylists shall commence when you have provided sufficient Information for us to include on Staylists.
  6. Information
    1. You are responsible for ensuring that all Information relating to the Accommodation is, at all times, complete, up to date, accurate and not misleading, and that it complies and is consistent with these Terms.
    2. All prices included within the Information must be the full about payable by the Guest, inclusive of VAT and other applicable taxes, and must not exclude any surcharges or hidden extras.
    3. You agree that you will maintain the Information using the Inn Style PMS or a Staylists Compatible PMS. Unless you use the Inn Style PMS or a Staylists Compatible PMS, we will not be able to make your Accommodation available for Reservation through Staylists.
    4. In the event that we are notified that any Information is incomplete, incorrect, inaccurate or misleading we will contact you to notify you of this and you shall make any necessary changes to correct the Information promptly.
    5. You agree that you will not include in the Information:
      1. any direct contact details for or relating to the Accommodation (including, but not exclusively, the telephone number, email address or website address of the Accommodation or any other agent of the Accommodation) except the physical address of the Accommodation (although it is acknowledged and accepted that you may provide this information to a Guest once they have placed a Reservation); or
      2. any content which:
        1. is unlawful, defamatory, discriminatory, obscene, offensive, abusive, threatening, fraudulent, inaccurate, incomplete, misleading or otherwise inappropriate;
        2. advertises any third party other than the Accommodation itself; or
        3. infringes any third party Intellectual Property Rights (including ours).
    6. 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 6. Accordingly, you are required to review the Information periodically to ensure that it continues to comply with the provisions of this clause 6, including any changes that we have made pursuant to this clause 6.6. In the event that any change that we have made is not accurate, you must correct the Information promptly.
  7. Supplementary Terms, Suggested Policies and Special Offers
    1. Through Staylists, 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). By agreeing to comply with the Supplementary Terms you are making an offer to us to include your Accommodation through the websites of the relevant Partner. We are under no obligation to accept that offer, and the Supplementary Terms will only be incorporated into the Contract when we send you an email confirming that we have accepted your offer.
    2. From time to time we or our Partners may suggest promotional policies or special offers which we consider may be attractive to Guests booking through Staylists. 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.
    3. 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.
    4. 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.
  8. Reservations
    1. By making a Reservation through Staylists, the 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).
    2. When a Reservation is made, you will be notified of that Reservation, and all information provided by the Guest will be made available to you via the PMS.
    3. 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.
    4. If you are unable to honour the Reservation in accordance with the Contract for Accommodation, you are responsible to the Guest for:
      1. 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;
      2. 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
      3. 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
      4. 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 8.4.
    5. 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 neither we nor Inn Style shall 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.
    6. In the event that we receive any correspondence from a Guest in relation to a Reservation at your 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.
    7. 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.
  9. Commission
    1. 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.
    2. You agree to pay to us a commission on each Reservation (“Commission”) in accordance with the Supplementary Terms of the Partner through whom the Reservation was made.
    3. In the event that a Reservation is made through www.staylists.com, rather than through a Partner:
      1. Commission will be calculated as 10% of the total value of the Reservation, including all applicable taxes.
      2. Commission for each Reservation shall accrue seven days prior to the Guest's expected date of arrival at the Accommodation.
      3. In the event that a Guest cancels a Reservation more than seven days prior to their expected date of arrival at the Accommodation, no Commission will be payable.
      4. In the event that a Guest cancels a Reservation within seven days of their expected date of arrival at the Accommodation, the full amount of Commission will be payable regardless of whether you levy any charges against the Guest.
    4. On the first day of each month we will invoice you for all Commission which has accrued in the previous month, plus applicable VAT, and will send you a copy of the invoice by email to the email address that you have registered with us. All invoices are payable on presentation and, where possible, payment will be collected by Direct Debit using the bank details that you provide to us (or our third party payment provider) from time to time. In the event that we are unable to collect any Commission payments by Direct Debit, we will contact you to arrange an alternative payment method.
    5. You are responsible for ensuring that all contact and bank details that you have provided to us 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 Commission due to us.
    6. In the event that any Commission has not been paid within 8 days of the due date for payment (for any reason), we reserve the right to suspend your Accommodation from Staylists (which means that it will not be visible through Staylists, on our website or on any of our Partners' websites), but which suspension shall not affect your obligations under these Terms) until payment has been received by us in cleared funds.
    7. In the event of a dispute as to the amount of Commission payable, the records maintained by Staylists shall be final and conclusive.
  10. Integration Fees
    1. In certain circumstances, e.g. in the event that you do not use the Inn Style PMS, we may, from time to time, charge you a fee (which may require a one-off payment or a number of regular payments) to make your Accommodation available for reservation through Staylists (“Integration Fees”).
    2. We will notify you of any Integration Fees payable (or any changes to any Integration Fees payable) either prior to our acceptance of your application to join Staylists pursuant to clause 2.1 above or at any other time prior to any such Integration Fees becoming payable.
    3. In the event that you are not happy to pay the Integration Fees notified to you, you may either:
      1. promptly withdraw your application made pursuant to clause 2.1 above (prior to its acceptance by us), in writing, with immediate effect; or
      2. terminate the Contract with immediate effect in accordance with clause 18.1.2 below, in which case the provisions of clause 19 shall apply.
    4. In the event that you do not withdraw your application or terminate the Contract in accordance with this clause 10.4, your continued use of Staylists shall be deemed an acceptance of the obligation to pay the Integration Fees notified to you.
  11. Changes and Cancellations
    1. You accept that Guests may request changes or cancellations to their Reservation in accordance with terms of the Contract for Accommodation.
    2. You may not cancel any Reservation. All cancellations must be communicated by the Guest through Staylists.
    3. In the event that a Guest cancels a Reservation you may only charge the Guest the amount due to you in accordance with the Contract for Accommodation.
    4. In the event that a Guest cancels a Reservation (at any time), 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 these Terms.
  12. Data Protection
    1. The parties acknowledge and agree that for the purposes of the Data Protection Act 1998, as amended or superseded from time to time, (the “DPA”) you are the Data Controller and we are the Data Processor in respect of any Personal Data (each as defined in the DPA) relating to the Accommodation, any Guest, and any other persons in respect of whom the Reservation has been made (“Guest Data”).
    2. You warrant, represent and undertake that you will comply with your obligations as the Data Controller for the Guest Data in accordance with the terms of the DPA (as amended or superseded from time to time) and any other applicable data protection legislation.
    3. Without limiting the generality of clause 12.2, you warrant, represent and undertake that:
      1. you will ensure the reliability of all your employees, agents and others who have access to the Guest Data for you or on your behalf and take all reasonable steps to ensure that they comply with the provisions of this clause and the DPA;
      2. you will only use the Guest Data for the purposes of performing your obligations in accordance with these Terms and the Contract for Accommodation and in accordance with the privacy policy of the Partner through whom the Reservation was made and any applicable Supplementary Terms and not for any other purpose (unless you have the prior explicit consent of the individual to whom the Guest Data relates);
      3. having regard to the state of technological development and the cost of implementing any measures, you will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of the data to be protected; and
      4. you will notify us promptly if any Guest submits:
        1. a request for their Personal Data to be deleted, not to be transferred to any third party or not to be processed further, or
        2. a subject access request in respect of their Personal Data.
  13. Intellectual Property Rights
    1. 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 6.6.
    2. 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 service made available through Staylists.
    3. By providing any Information for use through Staylists, you represent and warrant that you have the right to provide the Information for the purposes set out in these Terms that our use of the Information in accordance with these Terms will not infringe the rights, including Intellectual Property Rights, of any third party.
    4. Use of the Information by any of our Partners shall be governed by the Supplemental Terms for that Partner.
    5. We and our licensors (as applicable) own all Intellectual Property Rights in Staylists. The inclusion of your accommodation in Staylists does not grant you any right to any Intellectual Property Rights in Staylists or any component part of Staylists. 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 Partners for any purpose without our prior written consent.
  14. Conduct and Compliance with Laws
    1. In performing your obligations under these Terms (including, but not exclusively providing temporary accommodation, products, services and access to any amenities and services at the Accommodation), you represent and warrant that:
      1. 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;
      2. you shall comply with these Terms, all applicable laws, statutes, regulations and codes from time to time in force;
      3. 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
      4. you shall not do anything which, in our sole opinion, is damaging (or potentially damaging) to the reputation of Staylists, Inn Style, any Accommodation or Accommodation Provider, any Partner, or any of our contractors or licensors.
    2. In the event that you breach clause 14.1, without limiting any other remedies available to us, we reserve the right to remove the Accommodation from Staylists without notice to you, and such removal shall not constitute a breach by us of these Terms.
  15. Confidentiality
    1. Each party undertakes that it shall not at any time during the term of the Contract, and for a period of five years after its termination, 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 15.2.
    2. Each party may disclose the other party's confidential information:
      1. 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 these Terms. 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 15; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. 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 these Terms.
  16. Indemnity
    1. 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.
    2. 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 to 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:
      1. your breach of clause 6 (Information), 8 (Reservations), 9 (Commission), 10 (Integration Fees), 11 (Changes and Cancellations), 12 (Data Protection), 13 (Intellectual Property Rights), 14 (Conduct and Compliance with Laws) or 15 (Confidentiality) of these Terms;
      2. 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;
      3. 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
      4. 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 8.7) 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 these Terms or otherwise.
    3. The indemnities in this clause 16 shall not apply to the extent that a claim under it results from the Indemnified Party's negligent or wilful misconduct.
    4. 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 16 (a "Claim"), the Indemnified Party shall:
      1. at its election either have sole conduct of the Claim, or require the Indemnifying Party to fully defend the Claim;
      2. as soon as reasonably practicable, give the Indemnifying Party written notice of the Claim, specifying the nature of the Claim in reasonable detail;
      3. 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 prior written notice of the terms of settlement (to the extent legally possible) to the Indemnifying Party, 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, Staylists, Inn Style, any of our Partners, or any other owner of accommodation made available for reservation through Staylists);
      4. 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
      5. 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.
    5. 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.
    6. Each party's liability under the indemnities in this clause 16 is unlimited.
  17. Limitation of Liability
    1. Nothing in these Terms 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.
    2. Subject to clause 17.1, 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 these Terms 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.
    3. Subject to clause 16.6 and clause 17.1, our total liability to the you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to the amount of Commission paid by you to us under the terms of these Terms in the 12 month period immediately preceding the act or omission giving rise to the liability.
    4. Except to the extent expressly provided in these Terms, we do not make any representation or give any warranties in relation to Staylists or our obligations under these Terms. To the extent permissible by law, all implied terms, representations and warranties (including warranties regarding quality and fitness for purpose) are excluded.
    5. You represent and warrant that for the Term, 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 these Terms.
  18. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract:
      1. by giving the other party at least 14 days’ written notice (unless such other notice period has been agreed between us in writing)
      2. with immediate effect by giving written notice to the other party if the other party:
        1. commits a material breach of any of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
        2. repeatedly breaches any of these Terms 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 these Terms;
        3. 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
        4. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    2. For the purposes of clause 18.1.2.1 "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 these Terms. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
    3. 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:
      1. you fail to pay any amount due under these Terms 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.
  19. Consequences of Termination
    1. On termination or expiry of the Contract:
      1. we shall use reasonable endeavours to remove your Accommodation from Staylists as quickly as possible (and in any event within three working days); and
      2. you shall immediately pay us all outstanding unpaid Commission and any interest thereon and continue to honour any Reservations made prior to the date of termination or removal of the Accommodation from Staylists, whichever is the later, and pay all Commission due on those Reservations, each in accordance with these Terms, and we shall no longer have any obligations to you.
      3. Any provision of these Terms 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.
    2. 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 of these Terms which existed at or before the date of termination or expiry.
  20. General Terms
    1. 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 Contract.
    2. This is version 0217 of the Terms. We may amend or change these Terms at any time. If we do, then we will notify you and you may either accept the changes and continue to use the Service, or contact us to terminate the Contract with immediate effect before the changes take effect. If you do not terminate the Contract in accordance with this clause 20.2 then your continued use of the Service shall constitute your acceptance of the proposed changes to the Terms.
    3. 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 the we gives you prior written notice of such dealing.
    4. Subject to clause 20.2 above, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    6. A failure or delay by a party to exercise any right or remedy provided under these Terms 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 these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
    8. 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 these Terms.
    9. 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.
    10. The Contract (incorporating these Terms) 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.
    11. 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 these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
    12. Nothing in these Terms 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.
    13. Each party confirms it is acting on its own behalf and not for the benefit of any other person
    14. No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of these Terms.
    15. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
      1. 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
      2. sent by email to the address notified by that party from time to time.
    16. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. 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;
      3. if sent by email, at 9.00 am on the next business day after transmission.
    17. 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.
    18. The Contract, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with English law.
    19. 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, these Terms or their subject matter or formation.