Guest Reservation Agreement

1. About Us

1.1 We are a corporate member of the onefinestay Club (“the Club”). This allows us to provide reservation and payment services (“Guest Reservation Services”) to Guest members of the Club who wish to stay in property owned by other members of the Club. All capitalized terms used herein which are not defined herein shall have the meaning set forth in the onefinestay Club Rules (the “Club Rules”) available separately.

1.2 We are a Guest Reservation Supplier as described in the the Club Rules. We are a service provider to Guest members of the Club. We provide Guest members with an access to a platform for Club members to make bookings with Hosts and we arrange for payment to be made between Club members. We are not an accommodation or bookings agent. We do not have authority to form a binding agreement between, you the Guest member (“you” or the “Guest”) and a host member (“Host”) for the occupation of the Host’s property (the “Property”). In accordance with the Club rules you will contract directly with a Host for accommodation of the Property. As we are not an agent for the Host you are required to enter into this agreement with us in order to make a booking with a Host, in this agreement you authorise us to confirm the booking on your behalf with the Host (or the Host Booking Services Supplier, as the case may be) and to hold payment on your behalf in accordance with the Club Rules and your agreement with the Host.

1.3 We are not a party to any agreement or transaction between Hosts and Guests, nor will we be liable in respect of any matter arising which relates to a booking between Hosts and Guests. We are not a travel agent, travel seller or reseller nor are we a travel promoter. We are not selling or promoting time shares nor are we recommending any particular properties or ensuring that such property will meet the specific needs or criteria of any member.

2. These Terms

2.1 We agree to provide the services set out below to you, the Guest, in accordance with these terms and conditions. We are subject to and agree to comply with the standards and rules of the Club as a corporate member of the Club. As such we will provide our services in accordance with those rules and standards and from time to time changes or variations may need to be made to these terms and conditions. In the event that we need to vary these terms we will email a copy of the revised terms to you. If you do not accept the revised terms you will be entitled to terminate your agreement with us. However, any bookings that you have made prior to such termination will continue to be binding on you.

3. Our Duties

3.1 In this agreement you instruct us to provide the following services to you:

• We will provide access to an online booking facility used by us under licence from third parties and which may be used by the Club’s Hosts (or the Hosts’ Booking Services Supplier, as the case may be) to list their Property;
• We will suggest an accommodation agreement applicable to the Host Property. Please note that such accommodation agreement is for information purposes only and we shall not accept any liability as to the terms and conditions of the accommodation agreement to be entered into between you and the Host. You remain free to provide and submit any alternative accommodation agreement of your choice, provided such accommodation agreement (i) has been approved by the Club who shall control that your accommodation agreement complies with the cancellation policies and payment rules provided under the Club Rules and (ii) accepted by the Host (hereafter, all together, the “Accommodation Agreement”).
• We will collect and hold on your behalf the applicable funds for a booking you have made with a Host pending the booking, as further described under clause 4.3 below, it being specified that we are not liable for finding the best price available for the Host’s premises, and/or to negotiate on your behalf the lowest available price. We will only act as a facilitator and collect the funds applicable to your booking, (which shall include our costs and charges and all other included costs and charges relating to your booking, as further described under section 4.5 below) as accepted in your Booking Confirmation.
• We will liaise with Authorised Services Supplier(s) in order to ensure that the booking can proceed smoothly
• We will appoint any service provider to provide any services pursuant to this agreement, as the case may be, it being specified that such service provider may be, or may not be, an Authorised Supplier;
• We will assist with finding suitable alternative accommodation for a booking in the event that a booking cannot proceed.

3.2 We agree to provide our services with the skill and care to be expected of an online booking facility. All other warranties and implied terms are excluded to the fullest extent permitted by law.

4. Making a Booking with a Host

4.1 A request for a booking can be made by you on the website on which the Host’s property is listed or by phone. Such request will be received by us and passed on to the Host and/or the Host’s Booking Supplier (or the Host may have indicated their willingness to accept bookings immediately).

4.2 Once you have confirmed your acceptance of a booking and we have received payment from you of the applicable funds for your booking, we will notify you and the Host that both you and the Host have confirmed the booking. You will have made a binding booking for the Property in accordance with the Accommodation Agreement.

4.3 Under this agreement, subject to Section 4.6 below, you irrevocably instruct us to hold the funds for a booking in accordance with the Club’s cancellation policy and the terms of the Accommodation Agreement and we will return funds to you in accordance with that policy and the Accommodation Agreement. Please note that in the event that you cancel a booking you irrevocably authorise us to deduct from the amount we are holding (or charge to any debit or credit card you provided at the time of your booking) the agreed cancellation charge and to remit the cancellation charge to the Host after paying any amounts owing by the Host to any of the Host’s Authorised Suppliers. Each Accommodation Agreement represents a contract to occupy a given property on given dates. Any variation of the dates or accommodation, including without limitation, any reduction in the number of days of your booking or the dates of your booking will amount to a cancellation of a booking, unless the Host and the Club agree otherwise.

4.4 You agree that in the event of a cancellation by your Host of a booking, the Host (and only the Host) will be liable to you as set out in the Accommodation Agreement for alternative accommodation. We will not be responsible or liable for finding alternative accommodation but we will endeavour to assist. In the event that we are able to arrange for an alternative booking between you and another Club member or arrange for alternative hotel accommodation, the Host will be solely responsible for any additional costs which may be payable in respect of such booking and you may be required to pay such additional costs pending recovery by you of such amounts from the Host.

4.5 Once a booking is accepted we are irrevocably authorised to deduct our costs and charges and to make payment of the funds paid by you:

1. to your Guest Services Supplier for the Guest Services;
2. to any relevant tax authorities (in respect of any taxes due for the booking);
3. to any corporate member of the Club who has supplied services to the Host;
4. to the Club for any membership fees which are due; and
5. to pay the Host or, as the case may be, the Hosts Booking Services Supplier (in respect of amounts due to the Host).

4.6 Once you have appointed us in respect of a booking you are not entitled to terminate this agreement and our instruction to hold your funds is irrevocable. You will for the avoidance of doubt be fully liable in respect of any cancelled booking in accordance with the terms of the Accommodation Agreement and the Club rules. subject to the following provisions of this Section 4.6. If, but only if, you have paid the Club’s flexible rate (which will be set forth in your Booking Summary and/or confirmation of booking) then the following cancellation policy will apply. You may cancel a booking at any time more than 48 hours prior to commencement of the booking period and you will be entitled to a full refund less our flexibility fee as set out in your Booking Summary and/or confirmation of booking). If you cancel a booking 48 hours or less prior to the commencement of the booking period then you will be liable to pay the full Accommodation Fees for the entirety of the booking period (and you authorize us to deduct such sums from any funds we are holding or charge such sums to the credit or debit card which you supplied when making the booking). As noted above, any reduction in the number of days of your booking or the dates of your booking will amount to a cancellation of a booking. The cancellation provisions of Sections 4.3 through 4.5 above shall apply to the revised booking. The flexible rate must be selected and purchased at the time of the booking and will not be available after the booking has been made. The flexible rate is not available for Host bookings where a Host’s discount has been applied.

5. Guest Services

5.1 When you make a booking you will also agree with a guest services supplier (“Guest Services Supplier”) that they may supply guest services to you. It is a condition of the Club rules that guest services are provided and you will not be able to opt-out of these services (however your accommodation fees quoted by a Host will include the cost of basic “Included” Guest services).

5.2 The Guest Services Supplier will also be a corporate member of the club and will be available to welcome you to the Property and will also provide cleaning services, linen changing and such other services as you may request.

5.3 Some services will be included within the accommodation fee listed by the Host and will be set out on your invoice for accommodation charges (“Included Services” as set out below). Other services (“Additional Services” as set out below) will require additional payment which you authorise us to collect by credit or debit card and remit to the Guest Services Supplier.

5.4 The following services are Included Services:

• Welcome to the Property and key hand over;
• Access to helpdesk services for inquiries regarding the Property (but additional telephone charges may be payable for use of this service);
• Check-out and collection of keys.

5.5 The following services are Additional Services for which an additional charge will be payable as set out below:

• Concierge services (advice on the area, booking of third party events, reservations etc.);
• Equipment hire (hire of audio visual equipment, tablets etc.);
• Cleaning of the accommodation during the stay;
• Food ordering;
• Stocking of refrigerator;
• Any other services requested by a Guest which the Guest Services, Supplier, or any relevant Authorised Supplier, agree to provide.

6. Guest Obligations and Host and Guest Responsibilities

6.1 In order to allow us to provide the services set out in these terms you agree that you will:

• provide us with complete, accurate and timely information;
• be bound by the terms of the Accommodation Agreement entered into between you and the Host.
• cooperate fully with us in the provision of the services;
• respond to any requests for confirmations, bookings etc which may be made by us;
• irrevocably instruct us to hold the payment for a booking under completion of the booking and instruct us to release those funds to you or the Host and any Authorised Supplier in accordance with the Club’s payment and cancellation policy. As further described hereabove, the funds transferred by you to us shall remain your property until we proceed with the payment of any sums due to any member of the Club (whether Host or Authorised Supplier).

6.2 We are not a party to any agreement between you and a Host and will not be liable in respect of any matter whatsoever arising between you and the Host relating to the property or a booking.

6.3 In the event of any dispute whatsoever between you and a Host or another member of the Club in relation to a booking or a property you hereby release us from any and all liability in connection with such dispute and agree that we will not be liable or responsible in any way in respect of that dispute or to resolve that dispute.

7. Charges and Payments

7.1 You agree to pay the fees applicable to your booking, as indicated in the Booking Confirmation you have accepted and which shall include in addition to the funds to be remitted to the Host, all charges and expenses for the services (excluding Additional Services) outlined in these terms and/or provided by Authorised Supplier.

7.2 Invoices will be issued to you in respect of each booking for which we provide services and such invoices may include services provided by third party suppliers which we have paid in accordance with the Club rules.

8. Liability

8.1 You agree that our liability in respect of any loss under this agreement will be limited in accordance with these terms and conditions.

8.2 We will not be liable to you for any indirect or consequential loss or damage such as lost profit, loss of anticipated savings, data loss, lost opportunity, lost bargain, lost reputation or otherwise and whether caused by our negligence, the negligence of our employees or agents or otherwise.

8.3 Our aggregate liability including the liability of our partners, agents, subcontractors and employees under any agreement with you will be limited to the lower of £5,000 or the total amount you have paid in respect to the relevant booking.

8.4 No claim may be brought against us more than twelve months following the date of completion of a booking.

8.5 You accept that the limitations of our liability set out above are reasonable in all the circumstances given the limited nature of our duties under this agreement.

9. General

9.1 Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so.

9.2 We will not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any cause beyond our reasonable control such as severe weather, a natural disaster, strikes, governmental action, terrorism, war and civil unrest.

9.3 Each party acknowledges that this agreement (as varied) and the conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

9.4 This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

9.5 Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England or Wales.

9.6 Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

December 2014