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
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.
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 7 Bell Yard, London,
WC2A 2JR. Our registered VAT number is 267 1493 82.
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.
These Terms are the terms and conditions on which we will make your
Accommodation available for Reservation through Staylists
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.
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.
In addition to the terms defined elsewhere in these Terms,
the following definitions and rules of interpretation apply
in these Terms.
"Data Protection Legislation"
means: (i) the Data Protection Act 2018;
(ii) the EU General Data Protection Regulation (2016/679) and any other
legislation in force from time to time which applies to you or us relating
to the use of Personal Data (including, without limitation, the privacy of
electronic communications) and the guidance and codes of practice issued by
the relevant data protection authority.
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.
means Staylists Limited (formerly Inn Style Ltd)
a company registered in England and Wales with
company registration number 08425366 with its
registered office at 185 Great Portland Street, First Floor, W1W 7LT.
"Staylists Compatible PMS"
means a property management system compatible
with Staylists’ proprietary reservation platform (as listed on the
Staylists website from time to time).
"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
"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.
means a property management system through which all
Information relating to the Accommodation can up updated and
maintained in real time;
means value added tax chargeable under the Value Added Tax
Clause and paragraph headings shall not affect the interpretation of
includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
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
A reference to these Terms means these terms as amended from time to
time in accordance with clause 20.2 below.
A reference to
Any obligation on a party not to do something includes an obligation not
to allow that thing to be done.
Any words following the terms
including, include, in particular, for example
or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition, phrase
or term preceding those terms.
Capitalised terms used in clause 12 (Data Protection) and not otherwise
defined in these Terms shall bear the meaning given to them in the Data
Commencement and Duration
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
Our obligation to include your Accommodation on Staylists shall commence
when you have provided sufficient Information for us to include
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.
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.
You agree that you will maintain the Information using a Staylists Compatible PMS.
Unless you use a Staylists Compatible PMS, we will not be able to make your Accommodation
available for Reservation through Staylists.
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
You agree that you will not include in the Information:
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
any content which:
is unlawful, defamatory, discriminatory, obscene, offensive,
abusive, threatening, fraudulent, inaccurate, incomplete,
misleading or otherwise inappropriate;
advertises any third party other than the Accommodation itself;
infringes any third party Intellectual Property Rights
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.
Supplementary Terms, Suggested Policies and Special Offers
You acknowledge that:
through Staylists, your Accommodation will be available for reservation
through the websites of our Partners (which Staylists may vary from time
each Partner may require you to comply with additional terms and
conditions ("Supplementary Terms") before your Accommodation will be made
available for reservation via their websites;
Supplementary Terms may be added to the Platform or modified by Staylists
at any time, and are accessible via your online Staylists account. Staylists
will notify you of any changes or additions to the Supplementary Terms, as
well as the introduction or removal of Partners during the Term ;
from the date these Terms are effective, and on any notification from
Staylists in accordance with clause 7.1.3, you will have a period of five
calendar days to review and, at your discretion, opt-out of your Accommodation
being available for reservation via the relevant Partner’s website. If you
opt-out, then your Accommodation will not be available for reservation via
the relevant Partner’s website; and
if you have not opted-out of a given Partner via your online Staylists
account within the timeframe specified at clause 7.1.4, then 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, but the
Supplementary Terms will be incorporated into the Contract (and legally bind you)
when we send you an email confirming that we have accepted your offer. The
relevant Supplementary Terms will remain binding upon you until you have
opted-out of making your Accommodation available via the relevant Partner’s
website, and the last Guest booking made via that Partner’s website at your
Accommodation has been completed.
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.
Once you choose to include any suggested policies or offers within the Information,
they form a part of the Information and you are responsible for honouring any
Reservations made in accordance with these suggested policies or offers, and neither
we nor our Partners take any responsibility for any Reservations booked in accordance
with the suggested policies of offers.
Neither we nor our Partners take any responsibility if any suggested policies and
offers do not result in increased Reservations or if you feel that you have received
fewer Reservations as a result of choosing to include any of these policies or offers
in your Information.
By making a Reservation through Staylists, the Guest enters into a
direct and legally binding contract with you in relation to the
(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
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.
Once a Reservation has been made, you are responsible for providing the
Guest with temporary accommodation at the Accommodation and all other
goods and services included in the Reservation in accordance with the
Contract for Accommodation.
If you are unable to honour the Reservation in accordance with the
Contract for Accommodation, you are responsible to the Guest for:
ensuring that the Guest is accommodated (and any others in respect
of whom the Reservation has been made are accommodated, together
with the Guest) in similar accommodation to the Accommodation (of
the same standard or higher) in close vicinity of the Accommodation;
arranging private transport for the Guest (and any others in respect
of whom the Reservation has been made) to the alternative
accommodation, at no additional cost to the Guest; and
any additional costs reasonably incurred (or expected to be
incurred) by the Guest (and any others in respect of whom the
Reservation has been made) as a result of your failure to honour the
Reservation including, but not exclusively, any additional costs of
the alternative accommodation and the costs of any meals, amenities
or other extras that you were due to provide; and
any reasonable compensation that may be expected by the Guest as a
result of your failure to comply with Contract for Accommodation
and/or your obligations under this clause 8.4.
You are responsible for resolving all complaints and disputes relating
to the Accommodation or the Contract for Accommodation in an appropriate
and timely manner, and 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.
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.
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.
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.
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.
In the event that a Reservation is made through www.staylists.com,
rather than through a Partner:
Commission will be calculated as 10% of the total value of the
Reservation, including all applicable taxes.
Commission for each Reservation shall accrue upon the Guest’s
expected date of departure at the Accommodation.
On the last day of each month we will invoice you for all Commission
which has accrued in the 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.
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.
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.
In the event of a dispute as to the amount of Commission payable, the
records maintained by Staylists shall be final and conclusive.
In certain circumstances, e.g. in the event that you do not use a
Staylists Compatible 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
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.
In the event that you are not happy to pay the Integration Fees notified
to you, you may either:
promptly withdraw your application made pursuant to clause 2.1 above
(prior to its acceptance by us), in writing, with immediate effect;
terminate the Contract with immediate effect in accordance with
clause 18.1.2 below, in which case the provisions of clause 19
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.
Changes and Cancellations
You accept that Guests may request changes or cancellations to their
Reservation in accordance with terms of the Contract for Accommodation.
If Staylists has not received details of your cancellation policy via
the Staylists Compatible PMS (or as otherwise agreed), the Contract for
Accommodation shall, subject to the Supplementary Terms, default to
permitting Guests to cancel the Accommodation without charge up to 48
hours before the earliest time they can check-in.
You may not cancel any Reservation. All cancellations must be
communicated by the Guest through Staylists.
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
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.
The Personal Data we Process as your Processor in connection with these Terms
shall be Processed only for the purposes described
in, and for the duration of, these Terms. The Data shall consist of the
names, email addresses and booking details of the Guests.
If we are aware that your Processing instructions infringe applicable
law, we shall notify you immediately (unless prevented from doing so by
applicable law) and not carry out the relevant Processing. If we are
required by applicable law to Process the Data other than in accordance
with your instructions, we will notify you of this (unless prohibited
from doing so by applicable law). We will notify you without undue delay
in the event of a Personal Data Breach.
We shall implement appropriate technical and organisational measures to
ensure the Data is kept sufficiently secure, and you acknowledge that we
may transfer the Data outside of the European Economic Area, but only when
in accordance with Data Protection Legislation. We will ensure that any
person we authorise to Process the Data on our behalf shall be subject to
We shall be permitted to use third party Processors to Process the Data,
and you pre-approve our use of such Processors for data storage, hosting
and payment purposes. We shall notify you of any proposed change in our
use of such Processors prior to the change, giving you the chance to object.
We shall impose data protection terms on any third party Processor we
appoint which are substantially similar to (or more onerous than) those set
out in these Terms, and we shall be liable to you for any breach of this
clause that is caused by our third party Processors. We may ask you to approve
the appointment of any other specific or general category of third party
Processor during these terms, and you will not unreasonably refuse such request.
We shall, at your reasonable cost, provide assistance to you to demonstrate
compliance with the Data Protection Legislation, including but not limited to:
ensuring compliance with your audit, security, breach notification, impact
assessment and prior consultation obligations; and
responding to any request from a Data Subject to exercise their rights under
the Data Protection Legislation, and/or any other correspondence, enquiry or
complaint received in connection with the Processing of the Data.
Upon termination or expiry of these Terms, destroy or return to you all Data in
our possession or control. This requirement shall not apply to the extent that we
are required by applicable law to retain some or all of the Data, or to Data we
have archived on back-up systems, which we shall securely isolate and protect from
any further Processing (except to the extent required by applicable law) until
such deletion is possible.
You warrant, represent and undertake that you will comply with your obligations as
the 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.
Without limiting the generality of clause 12.2, you warrant, represent
and undertake that:
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;
you will only use the Guest Data for the purposes of performing
your obligations in accordance with these Terms and the Contract
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
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.
Intellectual Property Rights
You and your licensors own and retain all Intellectual Property Rights
in the Information relating to your Accommodation, although you
acknowledge and accept that we and our licensors will own and retain
all Intellectual Property Rights in any additional copy that we might
provide pursuant to clause 6.6.
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
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.
Use of the Information by any of our Partners shall be governed by the
Supplemental Terms for that Partner.
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.
Conduct and Compliance with Laws
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:
you have the appropriate authorities, consents and licences and
satisfy all requirements (whether statutory, regulatory or
otherwise) to enter into the Contract and perform your obligations
in accordance with these Terms;
you shall comply with these Terms, all applicable laws, statutes,
regulations and codes from time to time in force;
you are and shall remain sufficiently financially solvent to
honour Reservations for a rolling period of 12 months (i.e.
for at least 12 months into the future at any point in time),
and shall notify us promptly in the event that you become
aware that you may not be able to continue to honour any
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.
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.
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.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need
to know such information for the purposes of exercising the party's
rights or carrying out its obligations under or in connection 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
as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
No party shall use any other party's confidential information for
any purpose other than to exercise its rights and perform its
obligations under or in connection with these Terms.
Each party (as the “Indemnifying Party”) agrees to indemnify the other
party (as the “Indemnified Party”) and keep the Indemnified Party
indemnified against all liabilities, costs, expenses, damages and
losses (including but not limited to interest, penalties and
reasonable legal costs and all other reasonable professional costs and
expenses) that the Indemnified Party (or, where we are the Indemnified
Party, any of our Partners) might suffer or incur arising out of in
connection with any claim made against the Indemnified Party in
relation to the actual or alleged infringement of any third party
Intellectual Property by the Indemnified Party in relation to anything
provided to it by the Indemnifying Party.
You (as the “Indemnifying Party”) agree to indemnify us
(as the “Indemnified Party”) and keep us indemnified against all
liabilities, costs, expenses, damages and losses (including but not
limited 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:
your breach of clause
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;
any claim made against us (or any of our Partners) for actual
or alleged infringement of a third party's intellectual property
rights arising out of or in connection with the Information;
any claim made against us (or any of our Partners) by a third
party arising out of or in connection with the Accommodation,
the Contract for Accommodation, or any products, services or
amenities that you may (or may not) make available to any Guest;
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.
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.
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
the Indemnified Party shall:
at its election either have sole conduct of the Claim, or
require the Indemnifying Party to fully defend the Claim;
as soon as reasonably practicable, give the Indemnifying Party
written notice of the Claim, specifying the nature of the Claim
in reasonable detail;
not make any admission of liability, agreement or compromise in
relation to the Claim without the Indemnifying Party’s prior
written consent (such consent not to be unreasonably conditioned,
withheld or delayed), provided that the Indemnified Party may
settle the Claim (after giving the Indemnifying Party prior written
notice of the terms of settlement (to the extent legally possible),
but without obtaining the Indemnifying Party’s consent) if the
Indemnified Party reasonably believes that failure to settle the
Claim would be prejudicial in any material respect to the Indemnified
Party (or, where we are the Indemnified Party, Staylists, Inn Style
any of our Partners, or any other owner of accommodation made available
for reservation through Staylists);
give the Indemnifying Party and its professional advisors
access at reasonable times
(on reasonable prior notice) to its premises and its officers,
directors, employees, agents, representatives or advisers, and to
any relevant assets, accounts, documents and records within its
power or control, so as to enable the Indemnifying Party and its
professional advisers to examine them and to take copies
(at the Indemnifying Party's expense) for the purpose
of assessing the Claim; and
subject to the Indemnifying Party providing security to the
Indemnified Party to the Indemnified Party's reasonable
satisfaction against any claim, liability, costs, expenses, damages
or losses which may be incurred, take such action as the
Indemnifying Party may reasonably request to avoid, dispute,
compromise or defend the Claim.
If any payment due from the Indemnifying Party under this clause
is subject to tax (whether by way of direct assessment or
withholding at its source),
the Indemnified Party shall be entitled to receive from the
Indemnifying Party such amounts as shall
ensure that the net receipt, after tax, to the Indemnified Party
in respect of the
payment is the same as it would have been were the payment not
subject to tax.
Each party's liability under the indemnities in this clause 16
Limitation of Liability
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.
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.
Subject to clause 16.6 and clause 17.1, our total liability to the you,
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.
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.
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.
Without affecting any other right or remedy available to it, either
party may terminate the Contract:
by giving the other party at least 14 days’ written notice
(unless such other notice period has been agreed between us
in writing); and
with immediate effect by giving written notice to the other party
if the other party:
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;
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
suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to
pay its debts or (being a company or limited liability
partnership) is deemed unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986; or
suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business.
For the purposes of clause 220.127.116.11
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
Without affecting any other right or remedy available to it, we may
terminate the Contract with immediate effect by giving written notice
to you if:
you fail to pay any amount due under the Contract on the due date for
payment and you remain in default for 30 days or more after being
notified in writing to make such payment.
Consequences of Termination
On termination or expiry of the Contract:
we shall use reasonable endeavours to remove your Accommodation
from Staylists as quickly as possible (and in any event within three
working days); and
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.
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.
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.
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.
This is version 0221 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.
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
A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default.
A failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall not constitute a waiver of that or
any other right or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy. No single or
partial exercise of any right or remedy provided under the Contract or
by law shall prevent or restrict the further exercise of that or any
other right or remedy.
The rights and remedies provided under the Contract are in addition to,
and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion of a provision
or part-provision under this clause shall not affect the validity and
enforceability of the rest of the Contract.
If one party gives notice to the other of the possibility that any
provision or part-provision of the Contract is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and,
to the greatest extent possible, achieves the intended commercial result
of the original provision.
The Contract (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.
Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Contract. Each
party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement
in the Contract.
Nothing in the Contract is intended to, or shall be deemed to, establish
any partnership or joint venture between any of the parties, constitute
any party the agent of another party, or authorise any party to make or
enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the
benefit of any other person
No one other than a party to the Contract, their successors and
permitted assignees, shall have any right to enforce any of the Contract.
Any notice or other communication given to a party under or in
connection with the Contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next
business day delivery service at its registered office (if a
company) or its principal place of business (in any other case); or
sent by email to the address notified by that party from time
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at
the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next Business Day
delivery service, at 9.00 am on the second Business Day after
posting or at the time recorded by the delivery service;
if sent by email, at 9.00 am on the next business day after
This clause does not apply to the service of any proceedings or any
documents in any legal action or, where applicable, any arbitration
or other method of dispute resolution.
The Contract and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection
with them or their subject matter or formation shall be governed by
and construed in accordance with English law.
Each party irrevocably agrees that the courts of England shall have
non-exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection
with the Contract its subject matter or formation.