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1.1 By clicking through you agree that Imperial London Hotels Limited (ILH) appoints you (You) as its non-exclusive agent to market, promote and sell Rooms, on the terms set out below, and You accept the appointment on those terms.
2. Definitions and Interpretation
2.1 The definitions and rules of interpretation in this clause apply in these terms and conditions. Agent Rate: the rate at which ILH sells a Room to You from time to time. Booking: any booking for a Room You make under the Online Booking System. Confidential Information: information of a confidential nature concerning ILH and the Rooms disclosed to You by ILH. Confirmed Room: a Room that You have reserved and paid for under the Online Booking System. Control: the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise. End Customer: a third party to whom a Room is sold by You under these terms. Guest: an End Customer and any other person who is staying in a Room booked by an End Customer. ILH’s T&Cs: ILH’s terms and conditions of sale of the Rooms, set out at [Link] as varied from time to time as notified by ILH to You. Intellectual Property: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Online Booking System: ILH’s online booking system on which You can make, amend or cancel any Booking. Rack Rate: the standard rate for a Room from time to time as disclosed to You by ILH. Room: a room, the occupancy of which, is available for sale in hotels owned and/or operated by or on behalf of ILH. Unconfirmed Room: a Room that You have reserved, but not paid for, under the Online Booking System.
You undertake and agree with ILH at all times:
3.1 to comply with ILH’s instructions from time to time concerning the marketing, promotion and sale of the Rooms, and carry them out in such manner as it thinks best to promote the best interests of ILH;
3.2 not to do anything or omit to do anything concerning the marketing, promotion and sale of the Rooms which may bring ILH into any disrepute or discredit, prejudice the interests of ILH or run counter to the established aims of ILH;
3.3 not to disclose your log-in details for the Online Booking System with any third party other than those persons already authorised in writing by ILH;
3.4 not to use the Online Booking System for any purpose whatsoever other than in accordance with these terms;
3.5 to act in accordance with these terms;
3.6 not to act in a way which will incur any liabilities on behalf of ILH nor to pledge the credit of ILH;
3.7 to act in accordance with sound commercial principles in your relations with End Customers, Guests, and potential End Customers, and to do nothing which ILH considers could be prejudicial to its goodwill or commercial interests;
3.8 to inform ILH promptly of any complaint concerning a Room received by a Guest;
3.9 to indemnify ILH fully and effectively now and in the future against any liabilities, losses, costs, claims, demands or expenses incurred directly or indirectly by ILH as a result of You breaching any provision of these terms or any law from time to time in force in the jurisdiction in which You or ILH operate; and
3.10 to allow ILH's authorised representatives at any reasonable time to have access (or to arrange for ILH's authorised representatives to have access) to your books and records in respect of your obligations under these terms and, specifically, the rates at which You have sold Rooms to End Customers.
4. Sale of Rooms
4.1 All Bookings (and any amendment or cancellation of a Booking) shall be made by You through the Online Booking System.
4.2 Any sale of a Room by You to an End Customer shall be sold at a rate that is: (a) not less than the Agent Rate; and (b) not more than the Rack Rate.
4.3 You shall ensure that the sale of any Room to an End Customer, before becoming a Confirmed Room, is subject to: (a) In respect of any Unconfirmed Room, it having become a Confirmed Room within the requisite timeframes as notified by ILH to You from time to time; (b) the name of each Guest being confirmed; and (c) each Guest having confirmed its agreement to ILH’s T&Cs.
4.4 You shall prominently display on your website and all other forms of media relating to the promotion, marketing and/or sale of Rooms, a notice to End Customers and potential End Customers that all Rooms are to be sold on ILH’s T&Cs and shall include the following wording: “Please note: we act as agent in respect of all bookings we take or make on your behalf. For all bookings your contract will be with Imperial London Hotels Limited, whose terms and conditions shall apply to your contract, and which can be accessed here (for the Morton hotel please click here).”
4.5 The Agent shall not, without ILH's express written consent, make or give any representations, warranties or other promises concerning the Rooms by or on behalf of ILH and agrees to indemnify ILH fully and effectively now and in the future against any liabilities, losses, costs, claims, demands or expenses incurred directly or indirectly by ILH as a result of any claim by a Guest pursuant to the Agent’s marketing, promotion and/or sale of Rooms, or the Agent’s terms in respect thereof.
4.6 ILH reserves the right to withdraw your access to its published Room rates from time to time in place, at any time without notice.
5. Advertising and Promotions
5.1 You shall: (a) be responsible for your advertising and promotion of the Rooms, provided that the production and use by You of any advertising materials and promotional literature in relation to the Rooms not provided by ILH shall be subject to the prior written consent of ILH;
(b) observe all directions and instructions given to You by ILH in relation to promotion and advertisement of the Rooms, and shall not make any written statement as to the quality or manufacture of the Rooms without the prior written approval of ILH;
(c) not do anything or omit to do anything concerning the marketing, promotion and sale of the Rooms which may bring ILH into any disrepute or discredit, prejudice the interests of ILH or run counter to the established aims of ILH; and
(d) not do anything that reduces ILH’s search engine visibility by re-directing traffic from ILH’s websites to your own website that would otherwise have visited ILH’s websites in the first instance.
6. Intellectual Property
6.1 You acknowledge that ILH's rights to the Intellectual Property used on or in relation to the Rooms and ILH's business and the goodwill connected with that are ILH's property.
6.2 You accept that You:
(a) are only permitted to use the Intellectual Property for the purposes of these terms and only as authorised by ILH hereunder;
(b) other than to that extent, have no right to use or to allow others to use the Intellectual Property or any part of it. You shall not seek to register any Intellectual Property on behalf of ILH without ILH's express consent;
(c) shall not use any trademarks, trade names or get-up which resemble ILH's trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
(d) shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property; and
(e) shall notify ILH of any actual, threatened or suspected infringement of any Intellectual Property of which You become aware.
7. Duration and Termination
7.1 These terms shall come into effect on authorisation by ILH’s Group Sales Team and, subject to clause 7.2, shall continue in force until terminated by either party giving not less than six (6) months’ prior written notice.
7.2 ILH may terminate these terms without liability to You on giving You not less than 30 days’ written notice or immediately (or following such notice period as ILH sees fit) if: (a) You commit a material breach of any of these terms and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or (b) You commit a breach of clause 3.3 of these terms; or
(c) the Agent repeatedly breaches any of these terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with You having the intention or ability to give effect to these terms; or
(d) You undergo a change of Control; or
(e) You suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
(f) You undergo any insolvency event e.g. a winding up petition is filed against You, an administrator or receiver is appointed over You, You become bankrupt etc.; or
(g) any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which you are subject that has an effect equivalent or similar to any insolvency event; or (h) You suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
(i) You, being an individual, reach the normal retiring age for agents in this sector, or in any event the age of 65 or die or by reason of incapacity or illness (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
8. Effects of Termination
8.1 Termination of these terms, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
8.2 On termination of these terms for any reason You shall:
(a) cease to promote, market, advertise or sell the Rooms;
(b) immediately cease to describe yourself as an agent of ILH and cease to use all Intellectual Property of ILH; and
(c) at your own expense within 30 days return to ILH all advertising, promotional or sales material relating to the Rooms then in your possession, or otherwise dispose of the same as ILH may instruct.
8.3 For the avoidance of doubt, the provisions of clause 8 shall, notwithstanding termination, continue in force in relation to all sales of the Rooms where the sale has been concluded before the date of termination.
8.4 Termination shall not affect the operation of clauses 3.7, 3.8, 5.5, 8, 9, 10, 11 and 13.4, which shall remain in full force and effect.
8.5 Unless expressly provided in these terms and subject to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under these terms.
9.1 You agree that You shall at all times keep strictly private and confidential, and shall not use (other than strictly for the purposes of these terms) and shall not, without the prior written consent of ILH, disclose to any third party any Confidential Information, unless the information:
(a) was public knowledge or already known to You at the time of disclosure; or (b) subsequently becomes public knowledge other than by breach of these terms; or (c) subsequently comes lawfully into your possession from a third party.
9.2 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by You from ILH shall be returned promptly to ILH on termination of these terms, and no copies shall be kept.
10. Entire Agreement and Independent Status
10.1 These terms constitute the entire agreement between the parties and supersede and extinguish all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter.
10.2 Each party acknowledges that, in agreeing to these terms, it has not relied on, and shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in these terms. Each party agrees that its only liability in respect of those representations and warranties that are set out in these terms (whether made innocently or negligently) shall be for breach of contract.
10.3 Nothing in this clause shall limit or exclude any liability for fraud.
10.4 Nothing in these terms shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties.
No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12. Assignment and other Dealings Prohibited
You shall not without the prior written consent of ILH assign, transfer, charge or deal in any other manner with these terms or your rights under them or any part of them, or purport to do any of the same, nor sub-contract nor appoint sub-agents or delegates of any or all of your obligations under these terms.
No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
If any court or competent authority finds that any provision of these terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms shall not be affected.
15. Third Party Rights
15.1 A person who is not a party to these terms and who is neither You nor ILH shall not have any rights under the Contracts (Rights of Third Parties) Act 1999, at common law or otherwise to enforce any term of these terms.
16. Governing Law and Jurisdiction
16.1 These terms and any dispute or claim arising out of or in accordance with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).
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