We are Situ, an international award-winning agency, specialising in the sourcing of global serviced accommodation for corporate travellers and in the business of providing the Booking Services.
You are our Client and are seeking to book serviced accommodation.
You wish to obtain and Situ wishes to provide the Booking Services on the terms set out in this agreement.
THESE TERMS
What these terms cover. These are the terms and conditions which will apply (unless we have entered into a Corporate Serviced Accommodation Agreement with you) to our provision of booking services to: (a) businesses or persons acting for a trade, business, craft or profession, who are seeking to book Serviced Accommodation in connection with that trade, business, craft or profession ("Business Users"); and (b) individuals seeking to book Serviced Accommodation for personal use ("Consumer Users").
INTERPRETATION
The following definitions and rules of interpretation apply in these Agency Terms:
Agency Terms:
the Corporate Serviced Accommodation Agency Terms & Conditions set out below (including any accompanying schedules) which form the contract between us.
Applicable Data Protection Legislation:
to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.
Booking:
a confirmed booking for the Serviced Accommodation made by us on your behalf and under your instruction.
Booking Confirmation:
the confirmation provided by us to you (on behalf of the Third Party Supplier) confirming a Booking has been made and signifying the creation of a Booking Contract.
Booking Contract:
the contract between the Client or Intermediary Client and the relevant Third Party Supplier for the provision of Serviced Accommodation in accordance with the Booking.
Booking Services:
Situ's booking services in sourcing, booking and arranging the Serviced Accommodation on your behalf.
Charges:
the sums you are liable to pay for the Serviced Accommodation, pursuant to the Booking.
Client, you, your:
a business or Intermediary seeking to make a booking for Serviced Accommodation under the Agency Terms, and all persons named on the Booking (and where applicable, all guests using the Serviced Accommodation).
Client Booking Form:
the form detailing the terms of the Booking.
Client Personnel:
shall mean the employees, officers, agents, consultants, subcontractors, and suppliers of a Client or an Intermediary Client, as the case may be.
Commencement Date:
the date on which you indicate your acceptance by ticking the box in the Client Booking Form or otherwise place a Booking with us.
Corporate Serviced Accommodation Agreement:
a general Corporate Serviced Accommodation Agreement entered into by both parties for the provision of corporate booking services by Situ on behalf of the Client or Intermediary.
End-Date:
The check-out date, or last day of the Serviced Accommodation and any stipulated room check-out times.
Extras:
Additional services provided to you during your stay by the Third Party Supplier or their associates including but not limited to: Mini-bar, meeting room hire, gym usage, Wi-Fi usage, room service, equipment hire, meals etc.
Guest:
shall mean the person or persons in physical occupation of the Serviced Accommodation pursuant to each Booking (and shall include Client Personnel where applicable).
Intermediary:
a business or organisation acting on behalf of clients to assist those clients in booking travel arrangements in connection with their trade, business, craft or profession.
Intermediary Client:
means the business or person acting for a trade, business, craft or profession that has engaged the Intermediary to make bookings of Serviced Accommodation on its behalf and on whose behalf the Intermediary instructs Situ to make one or more Bookings.
Service Fee(s):
the fees payable by the Client or Intermediary to Situ for the provision of the Booking Services, as notified to the Client by Situ before a Booking is made or as otherwise agreed in writing between the parties from time to time.
Serviced Accommodation:
shall mean the furnished and managed accommodation (and any other ancillary services and arrangements as are sourced by Situ on behalf of the Client from time to time) provided by or on behalf of the Third Party Supplier.
Shared Personal Data:
the Personal Data to be shared between the parties under clause 10. Shared Personal Data shall be confined to the following categories of information relevant to guest: name, address, email address, telephone number, passport information, date of birth, dietary requirements.
Situ, we, us, our:
If you are a Client based within the United States, Canada or South America, Situ Americas Inc, a Delaware corporation.
If you are a Client based outside those territories (including, without limitation and for the avoidance of doubt, the UK, Europe, Africa and Asia-Pacific) Situ Living Ltd, a company registered in England and Wales with company registration number is 06624137 and VAT number is 211228852.
Start Date:
the check-in or Booking start date whichever is earlier as confirmed in the Booking for the Serviced Accommodation.
Third Party Supplier:
shall mean the third-party supplier of Serviced Accommodation or other ancillary services (including but not limited to grocery shopping, fridge fills, welcome packs) with whom the Client enters into a direct contract in relation to each Booking.
Writing:
includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
OUR BOOKING SERVICES
Our agency status. We act as your agent when placing Bookings as part of the Booking Services, in order to help you arrange and pay for Serviced Accommodation. Accordingly, you appoint us to act as your agent and authorise us, acting as your agent, to: (a) confirm Bookings in the name of the Client or Intermediary Client; (b) in respect of each Booking, conclude a contract in the name of and on behalf of the Client or the Intermediary Client with the relevant Third Party Supplier, including, for the avoidance of doubt, a Booking Contract; and (c) remit payment to the Third Party Supplier on behalf of the Client or the Intermediary Client, in respect of each Booking and in accordance with the Agency Terms.
If you are an Intermediary then the parties acknowledge that in the placing of Bookings:
You are acting in the capacity of an agent on behalf of the Intermediary Client; and
Situ is acting in the capacity of an agent or sub-agent on your behalf,
accordingly, each Booking will result in the creation of a contract between the Client or Intermediary Client, as the case may be, and the relevant Third Party Supplier directly. We will not be a party to any Booking Contract.
Our role. We do not supply the Serviced Accommodation ourselves but act as an agent on your behalf and in accordance with your instructions. When we make a Booking on your instruction, we will enter you or the Intermediary Client into a separate contract with the Third Party Supplier who will be named on the Booking Confirmation. The Booking will be subject to the Third Party Supplier's terms and conditions, in addition to the Agency Terms.
Our contract. The Agency Terms govern the contractual relationship between you and us under which we provide you with the Booking Services. It applies to the exclusion of any other terms and conditions that you seek to impose or incorporate or which are implied by trade custom, practice or course of dealing.
The Booking Contract. In respect of each Booking the Booking Contract for the provision of the Serviced Accommodation will be between you or the Intermediary Client and the Third Party Supplier, on the Third Party Supplier's terms and conditions. We are not a party to the Booking Contract, nor shall we have any responsibility to you for the provision and/or condition of the Serviced Accommodation.
General agreement. The parties agree that the Agency Terms shall be considered a "general agreement" for the purposes of business travel exemption within the Package Travel and Linked Serviced Accommodation Regulations 2018 ("PTR") and the Civil Aviation (Air Travel Organisers' Licensing) Regulations 2012 ("ATOL Regulations"). Accordingly, the Serviced Accommodation sourced and booked by us as part of our provision of the Booking Services are exempt from the scope of the PTR and the ATOL Regulations and the Client, Intermediary Client and/or Client personnel are not afforded any of the rights provided by the PTR or ATOL Regulations.
MAKING A BOOKING
Placing your Booking. You should contact us via our website, or by telephone or email to request us to provide the Booking Services. When making such a request, you should provide us with as much information as we reasonably request to enable us to provide the Booking Services and to make a Booking of Serviced Accommodation on your behalf. Should the Serviced Accommodation requested by you be available, we shall place a booking request for the Serviced Accommodation with the relevant Third Party Supplier on your behalf. Please note that all Serviced Accommodation is subject to availability.
Booking Confirmation. Should the booking request be accepted by the Third Party Supplier, the Third Party Supplier will issue a Booking Confirmation at which point the Booking is confirmed and a Booking Contract between you or the Intermediary Client and the Third Party Supplier shall exist. The Booking Confirmation represents a binding legal obligation on your behalf to pay the Charges.
It is your responsibility to check the Booking Confirmation. You should check the dates, times, the location of the Serviced Accommodation, the applicable cancellation policy as well as any specific requirements you may have. If anything is incorrect, please inform us without delay. You are responsible for ensuring that your Booking and Booking Confirmation is complete and accurate.
CANCELLATIONS & AMENDMENTS TO BOOKINGS
Booking amendment and cancellation requests by you
If you wish to cancel or amend a Booking or any part thereof, you must advise us in writing and, in doing so, must give us sufficient notice to enable us to action the cancellation or amendment request with the relevant Third Party Supplier, taking into account the applicable time zone of both us and the Third Party Supplier.
Cancellations and amendments can only be accepted in accordance with the Third Party Supplier's terms and conditions. You will be liable to pay any cancellation or amendment charges or price increase imposed by the Third Party Supplier.
We reserve the right to charge you an administration fee for dealing with your amendment or cancellation requests.
If you, the Intermediary Client, Client personnel or Guest are unable to check-in on the Start Date, you must notify us as soon as possible as the Third Party Supplier will often be entitled to treat this as a "no-show" and cancel your Booking without further reference to you, in which event, for the avoidance of doubt, you will be liable to pay any cancellation charges imposed by the Third-Party Supplier.
Amendment or Cancellation by the Third Party Supplier
We will promptly inform you of any changes or cancellations made to a Booking by the Third Party Supplier after we receive notification of the same from the Third Party Supplier.
If, as part of any such amended or cancelled Booking, the Third Party Supplier offers alternative arrangements or a refund we will notify you and you must then inform us whether you wish to accept the alternative arrangements or a refund within the time frame stipulated.
Where no alternative arrangements are offered by the Third Party Supplier or you, acting reasonably, reject the alternative arrangements, we shall assist you (in our capacity of acting as an agent only) in sourcing alternative arrangements, at your request.
We accept no liability for any changes or cancellations made by the Third Party Supplier to any Booking.
CLIENT'S RESPONSIBILITIES
You will:
comply, and ensure the Intermediary Client and/or Guests comply, with any other terms and conditions imposed on a Booking and/or the Serviced Accommodation or other ancillary services by a Third Party Supplier;
comply and ensure all Intermediary Clients and/or Guests comply with the Booking Contract;
accept responsibility for any loss or damage to any physical property belonging to us or any Third Party Supplier caused by your acts or omissions or those of the Client, the Intermediary Client, the Client Personnel or any Guest. You agree to reimburse us, or where appropriate the Third Party Supplier, for the monetary value of any such loss or damage, provided always that you have been provided with appropriate invoices evidencing the sums due to either us or the Third Party Supplier.
We shall not be responsible to you if our performance of our obligations under the Agency Terms is prevented or delayed by any act or omission by you, the Intermediary Client and/or your respective agents, subcontractors, consultants or employees.
If you are an Intermediary, you warrant that you are appropriately authorised by the Intermediary Client to place a booking of Serviced Accommodation on its/their behalf and to enter the Intermediary Client into a Booking Contract with the relevant Third Party Supplier as a result. We are entitled to rely on this warranty and shall not be required to further validate the authority of any Intermediary personnel to bind the Intermediary Client, when responding to a request to provide Booking Services.
You warrant that all of your personnel who make a request of us to provide Booking Services are appropriately authorised by you to place a booking of Serviced Accommodation on your behalf and to enter you or an Intermediary Client into a Booking Contract with the relevant Third Party Supplier as a result.
We are entitled to rely on the warranties in clauses 7.3 and 7.4 and shall not be required to further validate your authority to bind the Intermediary or Client, when responding to a request to provide Booking Services.
If you are an Intermediary, you shall ensure that you have your own contract or terms in place with the relevant Intermediary Client that clearly sets out that the contract for the provision of the Serviced Accommodation shall be between the Intermediary Client and the Third Party Supplier directly and the liabilities that result from that.
CHARGES & PAYMENT
Commercial Terms. The commercial and payment terms that apply between us in respect of the provision of the Booking Services by Situ, shall be as agreed in writing between the parties from time to time.
You are responsible for all Charges. You are responsible for paying, in full, all Charges payable in respect of each Booking. If full payment of such sums is not received by the applicable due date, we reserve the right to notify the Third Party Supplier who may refuse to confirm your Booking or, if a Booking has been confirmed, may cancel your Booking and charge the cancellation fees set out in the Third Party Supplier's terms and conditions.
Invoices must be paid upon receipt. Unless we advise you otherwise, you are obliged to pay each invoice submitted to you by us on receipt, to a bank account nominated in writing by us from time to time.
Late payment. Without prejudice to any other right or remedy that it may have, if you fail to pay us any sum due under the Agency Terms on the due date:
You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
We may suspend part or all of the Booking Services until payment has been made in full.
You must pay for all Extras. You, the Intermediary Client and any Guests are responsible for paying for any Extras or other charges which are incurred or charged by the Third Party Supplier in connection with a Booking. Normally these Extras or other charges will need to be paid for prior to the End Date. If for any reason the Third Party Supplier charges us for any Extras, you agree to reimburse us for these charges and to discharge any invoice we may issue to you relating to them.
No set-offs or deductions. You will pay all amounts due to us in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
The Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Booking, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
Situ will receive commission from Third Party Suppliers. We will receive commission payments from Third Party Suppliers in consideration for placing Bookings with the Third Party Supplier. In no circumstances shall the availability (or lack) of such commission influence our decision to use a particular Third Party Supplier.
INDEMNITY (Business Users only)
Interpretation. In this clause, a reference to we/our shall include our subsidiaries and group companies, and the provisions of this clause shall be for the benefit of us and each such subsidiary and group company, and shall be enforceable by each such subsidiary and group company, in addition to us.
Your indemnity to us. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
your breach or negligent performance or non-performance of the Agency Terms;
your or the Intermediary Client's breach or negligent performance or non-performance of the Booking Contract with the Third Party Supplier, including any breach by you or the Intermediary Client of the Third Party Supplier's terms and conditions;
costs incurred by you, the Intermediary Client or Guests directly with the Third Party Supplier, including any additional services purchased directly from the Third Party Supplier, and any charges imposed by the Third Party Supplier due to damage caused by your, the Intermediary Client or Guests' negligence or behaviour.
Limits applying to this indemnity. This indemnity shall not cover us to the extent that a claim under it results from our own negligence
or wilful misconduct.
DATA PROTECTION
Both parties will comply with all applicable requirements of the Data Protection Legislation.
You acknowledge that in relation to any Shared Personal Data processed or otherwise used by Situ, on your behalf such data shall be processed in accordance with our Privacy Policy, as amended from time to time.
It is acknowledged and agreed that we will each share Shared Personal Data for the purpose of us:
providing the Booking Services and, specifically, to allow us to place Bookings for your benefit and the benefit of the Intermediary Client, Client Personnel and/or any Guests; and
providing and improving the Booking Services; creating aggregated and anonymised reports for analytics, business intelligence and business reporting; fraud prevention; responding to law enforcement requests; facilitating business asset transactions (which may extend to any mergers, acquisitions or asset sales); and otherwise to enable each party to comply with its obligations under the Agency Terms and Applicable Laws.
(together the "Agreed Purposes").
It is agreed and acknowledged that for the purpose of Data Protection Legislation:
You are the Controller and we are the Processor PROVIDED THAT
If you are an Intermediary you will act as either the Controller and/or Processor (reflective of the data sharing agreement with your Intermediary Client) and we are the Processor and/or Sub-Processor (reflective of the Intermediary's relationship with Intermediary Clients).
You retain control of the Shared Personal Data and remain responsible for your compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents necessary.
Without prejudice to the generality of clause 10.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us and/or lawful collection of the Personal Data by us on your behalf (or, if you are an Intermediary, your Intermediary Client) for the duration and purposes of the Agency Terms.
We shall not transfer any Shared Personal Data outside the EEA unless we ensure that: (i) the transfer is to a country approved under the Applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the Applicable Data Protection Legislation; or (iii) it otherwise complies with its obligations under the Applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the Applicable Data Protection Legislation applies to the transfer; and
You accept that each Third Party Supplier will act as a Sub-Processor, in relation to the processing of the Shared Personal Data. You consent to us appointing Third Party Suppliers, along with all other third parties that we are required to provide Personal Data to in order to place a Booking, as third-party processors of Shared Personal Data under the Agency Terms. Only the minimum amount of data required to fulfil the terms of the Agency Terms will be shared by us with the relevant Sub-Processors. We will endeavour to ensure that the appropriate measures are in place to ensure compliance with Articles 28(3) and 28(4) of the UK GDPR.
LIMITATION OF LIABILITY
We are not a party to any Booking Contract. All Booking Contracts are between you or the Intermediary Client and the relevant Third Party Supplier, and the Third Party Supplier's terms and conditions apply. As an agent, we accept no responsibility for the Booking Contract or the actual provision of the Serviced Accommodation, other ancillary services or the performance of any Booking Contract. We accept no responsibility for any information about the Serviced Accommodation that we pass on to you in good faith.
Whether you are a Consumer User or Business User. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
If you are a Business User. We exclude all implied conditions, warranties, representations or other terms that may apply to the provision of our Booking Services.
Subject to clause 11.2 our total liability to you and/or any Intermediary Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
In clause 11.4:
cap. The cap is £10,000 (ten thousand pounds); and
contract year. A contract year means a 12-month period commencing on the Commencement Date or any anniversary of it;
The following types of loss are wholly excluded by us:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
GENERAL
Termination and consequences of termination.
We may terminate the Agency Terms at any time on 7 days notice.
On termination or expiry of the Agency Terms you will immediately pay us all of our outstanding unpaid invoices and interest and, in respect of the Bookings made but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.
Any provision of the Agency Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agency Terms shall remain in full force and effect.
Termination or expiry of the Agency Terms 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 the Agency Terms which existed at or before the date of termination or expiry.
Force Majeure.
If either we or you are prevented, hindered or delayed in or from performing any of our obligations under the Agency Terms by any circumstance not within our reasonable control (an "Affected Party"), the Affected Party shall not be in breach of the Agency Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Affected Party shall: (i) as soon as reasonably practicable after they have commenced, notify the other party in writing of the circumstances not within its reasonable control that are occurring, the date on which they started, their likely or potential duration and the effect of those circumstance on its ability to perform any of its obligations under the Agency Terms; and (ii) use all reasonable efforts to mitigate the effect of those circumstances on the performance of its obligations.
Assignment and transfer.
We may assign or transfer our rights and obligations under the Agency Terms to another entity but will always notify you in writing if this happens.
You may only assign or transfer your rights or your obligations under the Agency Terms to another person if we agree in writing.
Variation. Any variation of the Agency Terms only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
Waiver. If we do not insist that you perform any of your obligations under the Agency Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Severance. Each paragraph of the Agency Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third party rights. The Agency Terms are between you and us. No other person has any rights to enforce any of its terms.
Entire agreement. The Agency Terms constitute the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Agency Terms.
How to contact us. You can contact us by telephone on +44 (0)1392 690 079, by writing to Unit 3, Ulysses House, Ulysses Park, Heron Road, Exeter, England, EX2 7PH or by email to [email protected].
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us.
GOVERNING LAW AND JURISDICTION.
These Agency Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Travel Management Companies