In these Conditions the following definitions shall apply:
"Access Bookings", "we", "us", "our"
Access Bookings Ltd
The provision of place of lodging typically a hotel, motel, hostel and/or bed & breakfast.
"Accommodation Booking Co-ordinators"
The members of our customer service team.
The third party and any associated third parties/ hotel chains who are providing Accommodation Services.
The sums you are liable to pay for the Accommodation pursuant to the Booking.
Details of potential Accommodation provided to and including any optional extras / upgrades instructed by you prior to making a Booking.
The Accommodation and any other connected services.
The day on which you are due to arrive in the Accommodation and any stipulated room access times.
The contract to provide you with Accommodation
A document provided to you by us which states details of your booking with the Accommodation Provider.
Any charges which may be incurred due to the cancellation or amendment of a Booking.
The rules and timelines setting out the policy of the Accommodation Provider relating to cancelling or modifying a Booking.
"Client", "you", "your"
You, a person seeking to make a booking for Accommodation Services.
The date and any stipulated room check out times upon which you leave the Accommodation.
Additional services provided to you during your stay by the Accommodation Provider or their associates to include but not limited to: Mini-bar, meeting room hire, gym usage, Wi-Fi usage, room service, equipment hire, meals etc.
The individual(s) who stay in the Accommodation subject to the Booking.
Includes our website, mobile, computer and tablet applications, SMS or Messaging services and our API
Any specific requirements which you require to form part of your Booking e.g. ground level floor, unusual departure time, assistance checking in etc.
The duration of your time in the Accommodation under the Booking.
"Terms of Payment"
The contractual requirements of paying for your Booking pursuant to clause 3.4 and 7 below.
2. Basis of Contract
- Access Bookings act as an intermediary to help our Clients arrange and pay for Accommodation. We do not supply the Accommodation ourselves but as agents on behalf of the Accommodation Provider. When you make a Booking you will be entering into a separate contract with an Accommodation Provider who will be named on the Booking Confirmation. Your Booking will be subject to the Accommodation Provider's terms and conditions and whilst we will endeavour to make you aware of the Accommodation Providers' terms those terms shall be binding upon you and the Guests.
- The terms and conditions set out in this document will apply to the exclusion of all others, whether express or implied by law, and shall supersede all conditions previously issued by Access Bookings Limited. No variation or additions shall be effective unless agreed by Access Bookings Ltd and the client.
3. Making a Booking & Booking Confirmation
- You are able to seek to make a Booking for the Accommodation Services via telephone, online or via email.
- We will provide you will details of your Accommodation Options based on the information you have provided to us. If you have any specific needs or requirements it is important to make us aware of these as early as possible in the Booking process.
- Once you have reviewed your Accommodation Options you will need to contact one of our Accommodation Booking Coordinators either by email or telephone. When you seek to make a Booking online you'll be asked to select your choice on the browser. Again please confirm with them any specific requirements you may have.
- Our Accommodation Booking Co-ordinators will then make a Booking on your behalf and email or post you a copy of the Booking Confirmation. The Booking Confirmation represents a binding legal obligation on your behalf to pay the Booking Charges. We will detail in our Booking Confirmation who you will need to pay. The Booking Confirmation confirms you have entered into a separate and binding contract with the Accommodation Provider.
- If you make a Booking Online, the Accommodation Options shall appear in your web browser. We ask that you are particularly careful in checking the details before making the Booking Online.
- It is your responsibility to check the Booking Confirmation. You should check the dates, times, the location of the accommodation, the cancellation policy as well as any specific requirements, which, will be recorded in the Special Instructions. If anything is incorrect please inform us without delay. We can normally make changes to the Booking (subject to the Cancellation Policy of the Accommodation Provider) provided we are notified as soon as possible. This may not be possible if you leave it until a few days before the Arrival Date or the Arrival Date itself. All rates are quoted on a per room per night basis and include any foreign taxes.
- All Accommodation and Rates are subject to availability and changes. In the event of a rate or availability change we will endeavour to notify you as soon as we are made aware. Rates may be average rates based on the total relation of the stay. Any adjustments to the length of the Stay will be subject to the rates applicable on the added or cancelled days. We are unable to guarantee the same Rate for any changes you may seek to make to the Booking including but not limited to any changes to Arrival Date, Departure Date, or any cancelled or additional days. However in event of changes to your Booking we will do our best to obtain the same or better Rate.
- As stated above you will be entering into a separate but legally binding agreement with the Accommodation Provider. Their standard terms and conditions will apply to your Booking. It is your responsibility to make yourself aware of their Terms and Conditions.
4. Research Charges
If having received the Accommodation Options document from us you subsequently make your own Booking (i.e. not through Access Bookings Limited) for the same Accommodation on the same or substantially similar terms then we reserve the right to charge you the commission we would have earned from the provider for the booking if you had made the Booking through us.
5. Customer's Obligations
You are obliged to:
- Complete any document and provide any information that the Accommodation Provider requires relating to the Booking in a timely manner;
- Discharge our invoices in accordance with clause 4 above.
- Pay for any Extras prior to Departure unless otherwise agreed in writing with us
6. Special instructions
Any specific requirements relating to your Booking or your Guests will be set out in the Special Instructions section of the Booking Confirmation. It is your responsibility to check that this is accurate. If the Special Instructions does not record your requirements then it is likely the Accommodation Provider is unaware of them and they will not form part of your Booking. Special Instructions are advisory only, cannot be guaranteed and it may not always be possible to comply with them. If, for any reason a Special Instruction cannot be fulfilled it does not entitle you to a discount, damages and/or compensation from either us or the Accommodation Provider or cancel your Booking. The fact that it is not possible to meet a Special Instruction would be beyond our control however, we would always endeavour to meet any special instructions.
- You are obliged to discharge our invoices within the timescales set out in the Terms of Payment.
- You hereby authorise us to act as your agent to make payment of the Accommodation Charges and/or Cancellation Charges on your behalf.
- We earn a commission from the provision of Accommodation Services from the Accommodation Provider. The commission may be paid by the Accommodation Provider directly or in the form of a discount on the booking rate. The price paid by you will always be inclusive of any commission we have earned.
- Our normal payment terms are 15 days from the Arrival Date but this may vary. In any instances where our normal payment terms do not apply we will notify you accordingly.
- Prompt payment of our invoices is of the essence.
- Interest shall accrue at the rate of 8% per annum on any unpaid invoice.
- You and/or your guests are responsible to pay for any Extras which are charged by the Accommodation Provider. Normally these Extras will need to be paid for prior to your Departure Date. If for any reason the Accommodation Provider charges us for any Extras, you agree to indemnify us against these charges and to discharge any invoice we may issue to you relating to them.
- 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). We may, at any time, without limiting its other rights or remedies, set off any amount owing to us as against any monies which we may be obliged to pay to you.
- All amounts payable by you are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
8. Changes, Cancellations & No Shows
8.1 By You
- Your ability to modify or cancel your booking will be subject to the Accommodation Provider's rules and/or terms and conditions. It is your responsibility to make yourself aware of the terms of the Accommodation Provider's Cancellation Policy.
- It may not be possible to change and/or cancel your Booking unless you do so within a certain time scale or without some or all of the Accommodation Charges and/or Cancellation Charges being payable.
- We shall be entitled to invoice you and you will be obligated to pay any Accommodation Charges and/or Cancellation Charges which become payable upon the modification or cancellation of your Booking.
- It is important that if you are unable to check in on the Arrival Date set out in the Booking Confirmation, that you notify us as soon as possible as the Accommodation Provider will often be entitled to cancel the rest of your Booking without further reference to you.
- Subject to the Accommodation Provider's terms you may be charged Accommodation Charges for the full period of your proposed stay as set out in the Booking Confirmation if your Guests or any number of them depart prior to the Departure Date set out in the Booking Confirmation.
8.2 By the Accommodation Provider
- The Accommodation Provider may be permitted in accordance with the Accommodation Provider's Terms to modify or cancel Bookings. We will endeavour to notify you promptly of any such changes when we are made aware of this by the Accommodation Provider.
- We will accept no liability for any charges or costs which you may incur as a result of the Accommodation Provider changing or modifying your Booking.
- If as a result of a Modification or Change to your Booking the Accommodation Provider pays a refund to us which is due to you then we shall pay this refund to you or credit your account with us.
8.3 By Us
- From time to time, as a result of human or computer error, we may set out in your Booking Confirmation Accommodation Charges in error. Where such a mistake is plain and obvious we reserve the right to cancel the Booking.
- We also reserve the right to cancel any Confirmed Bookings in the event of fraud and/or if you have an overdue account with us on another Booking.
No show and cancellation charges may be treated by hotels as outside of the scope of VAT under VAT guidance notice VATSC42300, resulting in the hotel treating the non refundable total charge as an increased net cost with no VAT reclaimable. If a hotel applies this allowable VAT treatment, Access Bookings will have no choice but to reflect this increased cost and VAT treatment on the sales invoice.
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 the Booking and the conduct of your Guests.
10. Limitation of Liability
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude our liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
- We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Booking; and
- Our total liability to you in respect of all other losses arising under or in connection with the Booking, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price of the Booking.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.
This clause 10 shall survive termination of this Contract.
11. Data Protection
Data Protection Legislation:
(i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR;
General Data Protection Regulation (EU 2016/679).
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and Access is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Appendix sets out the scope, nature and purpose of processing by Access, the duration of the processing and the types of Personal Data and categories of Data Subject (where Personal Data and Data Subject have the meanings as defined in the Data Protection Legislation).
- Access shall, in relation to any Personal Data processed in connection with the performance by Access of its obligations under the Agreement, process that Personal Data only for the purposes of complying with its obligations under the Agreement.
- To the extent that the Client collects and passes Personal Data to Access pursuant to the Agreement, it represents, warrants and undertakes that:
- it has obtained appropriate authority from all Data Subjects to whom it relates, or has provided them with the requisite information required under the Data Protection Legislation, to pass their Personal Data to Access for the purposes for which Client intends to use it and/or as specified by Client in writing; and
- it is accurate and up to date.
- Subject to clause 2.2, Client hereby authorises Access to pass data on to its suppliers, sub-contractors and other third parties (Sub-Processors) as necessary for the performance of Access’ obligations under the Agreement and otherwise as needed for the provision of the Arrangements.
- Access shall, subject to clause 2.3:
- inform the Client of any changes it has made to its Sub-Processors and permit the Client to object to those changes;
- ensure any Sub-Processor agrees in writing to comply with obligations at least equivalent to those obligations imposed on Access in this Schedule that relate to the requirements laid down in Article 28(3) of the GDPR and there the Sub-Processor fails to comply with those obligations, Access shall remain liable to Client for the Sub-Processor’s failure.
- Client accepts that that Access is not liable for the acts, omission or failure of any Sub-Processor where such Sub-Processor relates to the provision of Travel Arrangements requested by Client.
11.3 Technical & Organisational Measures
- Taking into account the state of technical development and the nature of the processing, Access shall, in relation to any Personal Data processed in connection with the performance by Access Bookings of its obligations under the Agreement, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data.
11.4 Access Personnel
- Access shall ensure that Access to Personal Data is limited to the Access Personnel and authorised Sub-Processors who need Access to it to supply the Arrangements and who are subject to an enforceable obligation of confidence with regards to the Personal Data.
11.5 Transfer of Data Outside The EEA
- Subject to clause 5.2 and 5.3, Access shall not transfer, or otherwise directly or indirectly disclose, any Personal Data to countries outside the European Economic Area (EEA) without the prior written consent of Client except where Access is required to transfer the Personal Data by the laws of the member states of the EU or EU law (and shall inform the Client of that legal requirement before the transfer, unless those laws prevent it doing so).
- Access shall be permitted to transfer the Personal Data to countries outside of the EEA to the extent that any one or more of the following applies:
- Access has in place with the non-EEA Sub-Processor the EU model contractual clauses as set out in Decision 2010/87/EU or any alternative version of those clauses issued by the European Commission or a supervisory authority from time to time;
- the transfer is to a non-EEA country that is deemed to have an adequate level of protection from time to time by the European Commission or such other supervisory authority;
- to the extent that the transfer is to a Group Company located outside of the EEA, the Access Group has in place Binding Corporate Rules for the transfer of Personal Data to a non-EEA Group Company;
- there is an approved code of conduct in place by an association or other body representing the Client or Access that applies to the non-EEA territory or territories to which the Personal Data is to be transferred;
- there is an approved certification mechanism in place in respect of the non-EEA territory;
- to the extent that the transfer is to an entity located in the United States, such entity participates in the EU-US Privacy Shield or such other mechanism that may replace or supersede it from time to time.
- Where Personal Data is transferred outside the EEA due to a request by Client for Access to book travel arrangements for Client in a location outside the EEA, where Access is not able to put into place any of the safeguards stipulated at 5.2(a)-(f), or they are otherwise inappropriate in the circumstances, Access shall rely on the derogation under Article 49 of the GDPR to legalise the transfer of data outside the EEA, on the basis the transfer relates to the performance of a contract for the benefit of the Data Subject.
11.6 Assistance & Notification
- Access shall taking into account the nature of the processing, assist Client (by appropriate technical and organisational measures), insofar as this is possible, in relation to any request from any Data Subject for: Access, rectification or erasure of Personal Data, or any objection to processing.
- Access shall notify Client without undue delay and in writing if any Personal Data has been disclosed in breach of this Schedule.
- Access shall notify Client promptly if it becomes aware of a breach of security of Personal Data, such notices shall include full and complete details relating to such breach.
- Access provide such assistance (at Client’s cost) as Client may reasonably require in relation any approval of the Information Commission or other data protection supervisory authority to any processing of Personal Data.
- Access shall on the expiry or termination of this Agreement, at Client’s cost and its option either return all of Client’s Personal Data (and copies of it) or securely dispose of Client’s Personal Data except to the extent that any applicable law requires Access Bookings to store such Personal Data.
- At Client’s cost, Access shall allow for an audit (no more than once per annum) by Client and any auditors appointed by it in order for Access to demonstrate its compliance with this Schedule. For the purposes of such audit, upon reasonable notice, Access shall make available to Client and any appointed auditors all information that Client deems necessary (acting reasonably) to demonstrate Access compliance with this Schedule.
- In Access’ reasonable opinion, to the extent that it believes that any instruction received by it in accordance with clause 6.7 is likely to infringe the Data Protection Legislation or any other applicable law, Access shall promptly inform Client and shall be entitled to withhold its permission for such audit and/or provide the relevant Arrangements until Client amends its instruction so as not to be infringing.
- Each party (the “indemnifying party”) shall indemnify the other party (the “indemnified party”) against:
- any fines imposed on the indemnified party by the Information Commissioner or any regulator that may replace it from time to time or any equivalent as a result of the indemnifying party’s breach of its obligations under this Schedule; and
- subject to clause 7.2, all amounts paid or payable by the indemnified party to a third party which would not have been paid or payable if the indemnifying party’s breach of this clause had not occurred.
- The indemnifying party shall not be liable under clause 7.1(b):
- if it proves that it was not in any way responsible for the event giving rise to the damage in accordance with Article 82(3) of the GDPR; or
- to the extent that the indemnified party is responsible for the damage in accordance with Article 82(5) of the GDPR.
- Any notice or other communication given to a party under or in connection with the Booking shall be in writing, addressed to that party at the address set out in the Booking Confirmation and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.1(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- If any provision or part-provision of the Booking is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Booking.
- If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.4 No Partnership or Agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.
12.5 Third Parties
Save as specified a person who is not a party to the contracts formed by the Booking shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Booking, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
12.7 Governing Law
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).