Booking services agreement, US
For members of the onefinestay Club
To Supply Booking Services to Hosts
1. About Us
1.1 We are a corporate member of the onefinestay Club (“the Club”). This allows us to provide booking and payment services to members of the Club who wish to offer property for occupation by other members of the Club. We also hold payment for accommodation on behalf of Guests and provide booking services to Guests.
1.2 We are a Booking Supplier as described in the rules of the Club. We are a service provider to members of the Club. We provide a platform for Club members to make bookings with each other and 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 host member (“you” or the “Host”) and a guest member (“Guest”) for the occupation of your property (the “Property”). In accordance with the Club rules (“the Club Rules”) you will contract directly with a Guest for accommodation of the Property. As we are not an agent for you, the Host, Guests will be required to enter into a separate agreement with us in order to make a booking with you and hold funds on behalf of the Guest.
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 Host, 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:
- To provide access to an online booking facility used by us under licence from third parties;
- To assist with the listing and marketing of your property on such online facilities;
- To advise you as to an appropriate occupation fee and other matters relating to your property;
- To liaise with your appointed Take On supplier (see Club rules) in order to ensure the property meets the Club rules;
- To liaise with the Guest Services supplier to ensure that Guest services can be provided to the Guest during a booking;
- To collect payment from the guest member in relation to a booking;
- To pay any applicable taxes in respect of the booking which may include (depending on the location of the booking) VAT, sales tax or occupancy tax (for the avoidance of doubt, the host is solely responsible for any income taxes payable with respect to their net receipts);
- To discharge any costs which may be incurred by other corporate members of the Club who are supplying services to you; and
- To remit funds to you.
3.2 We agree to provide our services with reasonable skill and care (subject to clause 8). All other warranties and implied terms are excluded to the fullest extent permitted by law.
4. Arranging a Listing and Booking
4.1 Once you have appointed us as your Reservations Provider under the Club rules we will liaise with the Take On provider you have appointed (who will help you ensure that your property exceeds our minimum standards) to ensure that your Property is listed, described and marketed accurately. We will not be responsible for the safety or security of the Property nor will we be responsible for ensuring that you are lawfully permitted to allow members of the Club to occupy the Property.
4.2 As part of our Services we will assist you in determining an appropriate “net receipt” for the Property. The “net receipt” will depend on the size, location and dates of occupation and will represent the amount you are likely to receive after the payment of our fees, guest services fees (which will be paid by the Guest to the Guest Services provider), VAT, sales and occupancy taxes and any other payments which may be required to be made to corporate members of the Club or third parties. For the avoidance of doubt, you are (as the host) solely responsible for any income taxes payable with respect to your “net receipt”. If you accept our recommendation for a “net receipt” for the accommodation we will list the Property for occupation by Guests at a price (referred to as the ‘List Price’) which we estimate will leave you with the proposed “net receipt” and you hereby authorise us to select an appropriate List Price in accordance with the foregoing. From time to time we may propose a new “net receipt” by agreement with you. At our discretion, we may, at any time, vary the List Price to maximize the chances of you achieving the agreed “net receipt”. However unless otherwise agreed we will not guarantee that you will achieve the ‘net receipts’ in any period although we may agree that you will receive the “net receipts” in respect of the actual periods of occupancy. For instance we may agree a “net receipt” per night occupied or a “net receipt” of $5,000 per month and may guarantee that if for instance the property is occupied for half of the available nights in a given month the net receipt payable to you would be $2,500.
4.3 We may refuse to list a Property for any reason whatsoever if we believe that the net receipt required by the Host is not realistically achievable.
4.4 Once the Property and the information relating to the Property meets the appropriate Club standards we will list your property with www.onefinestay.com or such other online booking facility which meets the standards and requirements of the Club.
4.5 The booking facility used by us may include an online availability calendar. It is your sole responsibility to maintain their online availability calendar and keep it up to date. You will be able to select to make the Property “available” or “blocked” (not available), or may be listed as “available on request” (if this feature is made available for your Property). If you do nothing the Property will be listed as ‘available on request’. If a Guest makes an enquiry as to availability then we may contact you in respect of a proposed booking in relation to these periods and such enquiries will be subject to your right to decline a booking.
4.6 If a Property is ‘available on request’ we will notify you by email, text (or other suitable methods of interaction of our choice) once a Guest makes an application for a booking using the licensed booking system. You will then have 12 hours in which to inform us by email, text or via our online service (where possible) only that you do not wish to accept the booking. If you do not respond to the notification or if you confirm acceptance of the booking then the Guest will be entitled to treat the booking as accepted in accordance with the Club rules and we will confirm the booking with the Guest.
4.7 Once you have confirmed your acceptance of a booking and we have received payment from the Guest of the fees due, we will notify the Guest that the booking is confirmed and we will send the Accommodation Agreement to the Guest. You will have made a binding booking for the Property in accordance with the Accommodation Agreement.
5. Host Obligations
5.1 In order to allow us to provide the services set out in these terms you agree that you will:
- provide the us with complete, accurate and timely information;
- carry out any obligations which are the Host’s responsibility;
- be bound by the terms of an Accommodation Agreement that we issue on your behalf;
- cooperate fully with us in the provision of the services;
- respond to any requests for confirmations, bookings etc which may be made by us;
- pay our fees and costs when demanded.
5.2 We are not a party to any agreement between you and a Guest and will not be liable in respect of any matter whatsoever arising between you and a Guest relating to the property or a booking.
5.3 In the event of any dispute whatsoever between you and a Guest 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.
6. Charges and Payments
6.1 You agree to pay our charges and expenses as may be specified from time to time. These charges for the services outlined in these terms will not be commission based but will usually be based on a fee per-booking or based on our expenses and licence fees.
6.2 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.
6.3 Please note that we have a right to set off and deduct from any fees released to us by a Guest in relation to a booking the following sums:
- Any amount due in respect of taxes on the booking and related goods and services provided in connection therewith;
- Any amount due to the Club;
- Any amount due to other corporate members of the Club who may have supplied goods or services to you directly or through any third party with whom such corporate members have contracted on your behalf;
- Any fees which may be due from you to us.
The remaining balance will be paid to you.
6.4 We will collect funds from Guests in accordance with our agreement with them and we will hold those funds in accordance with the Club’s cancellation policy.
6.5 In the event of cancellation any residual fees collected from a Guest and not refunded back to the Guest according to the Cancellation Policy, will be used to discharge any amounts due to other corporate members of the Club for services supplied and we will also levy a standard cancellation charge. The balance (if any) of the residual fees after discharging these amounts will be paid to you.
6.6 You agree that in the event of a cancellation by you of a booking you will be fully liable to the Guest as set out in the Club Rules and Accommodation Agreement. In the event that we arrange for an alternative booking between the Guest and another Club member or arrange for alternative hotel accommodation you will remain liable to the Guest under the Club Rules and the Accommodation Agreement for any additional costs which may be payable in respect of such booking.
6.7 You will be responsible for making declarations to any relevant tax authorities and we do not accept, nor will we be liable for any income tax which you may incur based on your “net receipt” from bookings. From time to time we may supply you with copies of relevant documentation (such as Form 1099) to facilitate your responsibilities to any relevant tax authorities.
7. Termination of our Engagement
7.1 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 will be terminated in accordance with the Club Rules.
7.2 Under the Club rules you are obliged to allow us to proceed with any booking which has been accepted by you up to termination of this Agreement or your membership and if you fail to allow us to proceed with a booking (or if your membership is terminated for cause by the Club under rule 10.2 of the Club Rules) you will be liable to any Guest affected for alternative accommodation as well as to the Club, us and any other Authorised Suppliers.
7.3 Please note that if you terminate this agreement we will remove your property from all current listings we have arranged. You will remain liable to and bound by any bookings that have been accepted as at the date of termination.
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 their partners, agents, subcontractors and employees under any agreement with you will be limited to the lower of £5,000 or the total receipts you have received in respect of bookings we have arranged within the twelve months up to the date on which the liability is calculated.
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.
9.1 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.