TakeOn services agreement, US
For members of the onefinestay Club
For the Supply of TakeOn Services
1. About Us
1.1 We are a corporate member of the onefinestay Club (“the Club”). This allows us to provide certain services to members of the Club who wish to offer property for occupation by other members of the Club. All capitalized terms used herein which are not defined herein shall have the meanings set forth in the onefinestay Club Rules available on request.
1.2 We are a service provider to members of the Club. We are a “TakeOn Supplier” as described in the Club rules. We provide services to you, the Homeowner, in order to ensure that the property (“Property”) you wish to make available for occupancy by guest members of the Club meets the Club’s requirements. We provide a limited service to Homeowner Club members. We are not an accommodation or bookings agent nor do we act as a real estate broker, real estate agent, travel agent, travel seller or reseller, or travel promoter. We do not have authority to form a binding agreement between you and a guest member for the occupation of the Property. In accordance with the Club rules (“the Club Rules”) you will contract directly with a Guest for accommodation of the Property and we are not responsible for any part of your agreement with a Guest for the occupation of your Property. We are solely responsible for the limited services we supply (subject to the limitations of liability set out below).
2. These Terms
2.1 We agree to provide the services set out below to you, the Homeowner 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.
2.2 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:
- To inspect your Property for compliance with the Club’s standards;
- To recommend any works which may be required so that the Property meets the Club standards;
- To arrange for and supervise any works which you authorize in order for the Property to meets the Club standards and be eligible for booking;
- To discuss with you any ‘House Rules’ you wish to apply or any other special instructions, conditions or other matters which relate to the Property;
- To take photographs of the Property for your listing;
- To liaise with your bookings services provider and the Club for any services you may require during a booking;
3.2 To undertake any emergency maintenance or works which may be required in order to ensure that bookings you have made can proceed in accordance with the Club’s standards.
3.3 We agree to provide our services with reasonable skill and care. While we will advise you of issues which are readily apparent in the course of our inspection, we do not guarantee or insure that the Property meets with or complies with the standards and rules of the Club. You, as Homeowner, are solely responsible for compliance with the Club Rules. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, RELATING TO THE CONDITION OF THE PROPERTY OR SUITABILITY FOR OCCUPANCY BY GUESTS, AND ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOMS TO THE FULLEST EXTENT PERMITTED BY LAW.
4. Arranging an Inspection and Initial Services
4.1 Once you have appointed us as your TakeOn Services Provider under the Club Rules we will conduct an inspection of the Property to identify any matters which we believe require action in order for the Property to comply with the Club Rules and standards relating to the quality, description and marketing of the Property. While we will endeavor to use reasonable care to identify any issues that are readily apparent from our inspection of the Property, we will not be responsible for the condition, safety or security of the Property. You, as Homeowner are solely responsible for such condition, safety and security and compliance with all laws, rules and regulations applicable to the Property, the use and occupancy thereof and the offering of such Property to Guests as contemplated hereby. Further, you, as Homeowner will be solely responsible for ensuring that you are lawfully permitted to allow members of the Club to occupy the Property, including, compliance with all agreements, contracts or other obligations to which you are a party or to which you or the Property are subject, including, without limitation, any deed, mortgage, lease, proprietary lease, condominium association or cooperative rules, regulations and by-laws or any similar rules of any building, property or tenant association. Our inspection of the Property does not limit or modify in any respect any representations or warranties made by you to us, the Guest or the Club as to the condition, safety or compliance of the Property with Club Rules, laws, rules and regulations and other applicable contractual or other obligations to you or the Property may be subject.
4.2 Once the inspection is completed and you have addressed any issues identified during such inspection and we have obtained the photographs and information relating to the Property necessary to comply with the Club Rules we will provide the agreed information to the booking services provider you have selected to use for the listing of the Property for occupation by Guest(s).
5. Once the Property is Listed
5.1 Once the Property is listed (or at any other time by agreement) we will be available to discharge any maintenance, repairs or other works which you may request or which are required in order to ensure that the Property continues to meet the Club standards. We may, at our option, subcontract such work to third parties (including other corporate members of the Club or their sub-contractors). Such services may be provided during a booking or outside of booked periods as we may agree from time to time.
5.2 We will endeavour to contact you prior to undertaking any work in the event that any work is required to be carried out with respect to the Property and to obtain your authorization to proceed with such work. In accordance with the Club Rules you pre-authorize us to carry out any work which is required and for which the cost of such works will not exceed a specified amount as outlined in a Maintenance Policy issued by the Club from time to time, to deduct any such amounts from the amounts due to you from your booking services provider and to direct your booking services provider to pay such amounts to us to reimburse us for such costs. For all work for which the estimated costs will exceed this specified amount, we will be required to contact you and obtain your authorization prior to commencing any such work; provided, however, that in the event of an emergency situation where we are unable to contact you on a timely basis and have determined in good faith that failure to act promptly will cause further damage, make the Property uninhabitable or create health or safety issues, you preauthorize us to carry out such work on your behalf and you shall be responsible for the full cost of any such works. In such event, you hereby authorize us to deduct such costs from any amounts due to you from your booking services provider and to direct your booking services provider to pay such amounts to us to reimburse us for such costs. To the extent the costs exceed amounts remaining due to you from the booking services provider, you shall remain fully responsible for payment of such amounts upon receipt of an invoice with respect thereto.
6. Homeowner Obligations
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;
- carry out any obligations which are the Homeowner’s responsibility;
- cooperate fully with us in the provision of the services;
- respond to any requests which may be made by us;
- pay our fees and costs when demanded.
7. Charges and Payments
7.1 You agree to pay our charges and expenses as may be specified from time to time. Charges for any services provided will be based on our standard rates from time to time, We will charge a handling fee in respect of any third party contractors or suppliers which we contract with on your behalf.
7.2 It is a condition of joining the Club that you appoint a Booking Supplier and the Club will notify us of the Booking Supplier you have engaged. Under the Club Rules we are entitled to obtain payment either directly from you or from your Booking Supplier for all amounts for which you are responsible under this Agreement. Please note that by entering into this agreement you irrevocably agree that we may collect payment directly from your Booking Supplier for such amounts.
7.3 In connection with a booking, you may request certain services or as noted in Section 5 above, certain maintenance and repairs may need to be undertaken with respect to the Property in order to comply with Club Rules. We will render invoices to you for all services provided as contemplated by this Agreement and the Club Rules. Subject to the provisions of Section 5 above, we may deliver a copy of such invoices to your Booking Supplier and instruct such Booking Supplier to deduct any amounts shown on such invoices from amounts payable to you with respect to a booking. You understand that all prices charged to you for items subject to sales or use tax under applicable federal, state and local laws will include a charge for tax reimbursement calculated to the nearest mill and you hereby authorize us to instruct your Booking Supplier to charge your credit or debit card for such amounts in addition to the cost of any such taxable goods or services provided to you in connection with a booking.
7.4 You also understand and acknowledge that the jurisdiction in which the Property is located may charge a tax (“Occupancy Tax”) on the amount paid for the use and occupancy of the Property and that payment of an Occupancy Tax is first and foremost your responsibility. In general terms, and your jurisdiction’s laws may be different, an Occupancy Tax is required to be collected and paid to the appropriate governmental agency, authority or department (the “Tax Authority”) by the party collecting amounts paid by the occupant of the Property, in this case, the Guest. You hereby instruct and authorize us to direct your Booking Supplier to collect any applicable Occupancy Tax from the Guest and to cause such Occupancy Tax so collected to be remitted and paid to and as required by the Tax Authority, on your behalf at your specific request as herein provided.
7.5 In many cases we will collect payment directly from your Booking Supplier as provided above, but we are not obliged to do so and we reserve the right to seek payment from you directly for any outstanding sums at any time.
7.6 In the event that we choose to collect payment from your Booking Supplier and the amount held or collected by your booking services provider in respect of any booking is insufficient to discharge your obligations to us at the time of completion or cancellation of that booking, you agree that you will continue to be responsible for payment to us of all outstanding sums shown on any invoice. Further, you agree that we may collect any further outstanding sums from your bookings services provider at any time regardless of whether we seek payment from you directly as to any or all sums for which you may be responsible.
8. Termination of our Engagement
8.1 This contract is specific and exclusive to members of the Club. If your membership of the Club is terminated for any reason whatsoever this Agreement shall be terminated in accordance with the Club Rules.
8.2 Please note that if you terminate this agreement or if your Club membership ceases for any reason we will cease to provide further services to you with immediate effect save that, in accordance with the Club Rules and to the extent that any accepted bookings have not been cancelled, you will be required to continue to engage us in respect of any emergency works which may be required for any Club bookings which are outstanding at the date of termination and if you fail to allow us to provide such services or works then under the Club rules you will be liable to and agree to indemnify any Guest affected as well as the Club, ourselves and any other Authorised Suppliers.
9.1 You agree that our liability in respect of any loss under this agreement will be limited in accordance with this agreement and the terms and conditions set forth herein.
9.2 We will not be liable for the provision of goods or services by third parties nor will we be liable if any goods or services requested by you are unavailable.
9.3 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 shortages, unavailability, overbooking, severe weather, power or other utility cut-off, burglary, natural disaster, strikes, governmental action, terrorism, war, civil unrest or other similar occurrences.
9.4 IN NO EVENT SHALL WE BE LIABLE FOR PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR NOR WILL BE LIABLE FOR ANY BUSINESS, FINANCIAL OR ECONOMIC LOSS SUCH AS LOST REPUTATION, LOST BARGAIN, LOST PROFIT, LOSS OF ANTICIPATED SAVINGS OR LOST OPPORTUNITY ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE PERFORMANCE HEREOF, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) AND WHETHER SUCH LOSS ARISES AS A RESULT OF NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE BY US OR ANY AGENT, EMPLOYEE OR THIRD PARTY PROVIDING SERVICES ON OUR BEHALF) EXCEPT TO THE EXTENT THE FOREGOING LIMITATION IS PROHIBIT BY APPLICABLE LAW. Please note that the Club is not a party to this Agreement. The Club Rules set forth your relationship with the Club and the limitations of liability relating thereto.
9.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SUBJECT TO ANY EXCEPTIONS SET FORTH IN APPLICABLE LAW, OUR LIABILITY FOR ALL LOSSES, DAMAGES, AND OTHER LIABILITIES RELATING TO OR ARISING OUT OF THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO PROPERTY DAMAGE, PERSONAL INJURY AND DEATH) WILL BE LIMITED TO THE COST OF OBTAINING REPLACEMENT SERVICES OR THE AMOUNT OF THE FEES AND CHARGES PAYABLE BY YOU FOR OUR SERVICES, WHICHEVER IS THE HIGHER AMOUNT.
10.1 Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so
10.2 The relationship between you and us is that of an independent contractor. We shall not be, act as, purport to act as, or be deemed to be, the agent, employee, partner or joint venturer of you as to any matter. No partnership, joint venture, association, alliance, or other fiduciary, employee/employer, principal/agent or other relationship other than that of independent contractor shall be created by this agreement, express or implied.
10.3 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.
10.4 The parties agree that the terms of this agreement are fair and reasonable. However, if any provision of these terms is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording was deleted, then such provision shall apply with such deletions as may be necessary to make it valid and the remaining provisions shall remain in full force and effect and this agreement shall be enforced in such manner as carries out as closely as possible the intent of the parties hereto.
10.5 The Club is a third party beneficiary of this agreement and may rely upon this Agreement and directly enforce this agreement to the extent necessary to enforce its rights under the Club Rules.
10.6 This agreement shall be governed by and construed in accordance with the internal laws of the state in which the subject Property is located, without regard to conflict of laws rules and shall be deemed to have been made in such state.
10.7 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.