General Terms for Property Managers

1. INTERPRETATION

In these Conditions the following words shall have the following meanings.
"Agreement" means the agreement between the Owner and Imperial Choice relating to the Owner placing Property Information on the Web Site, which shall be governed by these Conditions;
"Conditions" means the terms and conditions set out below;
"Customer" means a Visitor who reserves a Property.
"Fee" and "Fees" means the fee or fees payable by the Property Manager to Imperial Choice pursuant to Clause 7; "Property" means any property in relation to which the Property Manager places Property Information on the Web Site; "Property Information" means any information placed on the Web Site by the Property relating to the Property including, but without limitation, details of the Property, the availability of rooms at the Property, the price of the rooms, the facilities available at the Property, and/or any accreditations afforded to the Property; "Imperial Choice" means Imperial Choice Limited (Company Number 6391665) of Imperial Choice Ltd,11 Inverness Terrace, Hyde Park, London, W2 3JL, UK; "Property Manager" means the Manager of the Property; "Visitor" means a visitor to the Web Site who accesses the Property Information; "Web Site" means the Imperial Choice website found at www.imperialchoice.com; 1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation. 1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender. 1.4 Any reference to a Clause shall mean a clause of these Conditions.
2. PLACEMENT OF PROPERTY INFORMATION ON THE WEB SITES

2.1 In consideration of the payment of the Fee, Imperial Choice shall permit the Property Manager to place Property Information on the Web Site, subject to the Manager complying with the Conditions.
2.2 These Conditions shall apply to the Agreement to the exclusion of any other terms and conditions.
3. PLACEMENT PERIODS

3.1 Following acceptance of these Conditions, the Property Manager shall be entitled to place Property Information on the Web Site.
3.2 The Property Manager has no obligation to agree to continue to place Property Information on the Web Site and the Agreement shall terminate without liability on either party (save for any sums due by the Property Manager) if the Property Manager removes its Property Information or if Imperial Choice terminates the Agreement.
4. PROPERTY INFORMATION

4.1 The Property Manager shall have exclusive responsibility for all Property Information placed on the Web Site. The Property Manager warrants and represents that all Property Information shall: (a) be legal, honest, accurate and truthful and, without limit, shall accurately represent the prices, standard, specifications and facilities of the Property and Property rooms; (b) be kept up to date and updated on a daily basis;
(c) comply with the British Codes of Advertising and Sales Promotion;
(d) not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other intellectual property rights of any third party;
(e) not be obscene, libelous or defamatory of any person, company or organization;
(f) not be deliberately misleading, breach any applicable law or regulation or code of practice;
(g) comply with any instructions issued from time to time by Imperial Choice about the use of the Web Site;
(h) be remotely updated by the Property Manager entirely at its own risk; and
(i) be input only by someone who is authorized to do so by the Property Manager.
4.2 All questions and complaints from Visitors accessing the Property Information are the exclusive responsibility of the Property Manager and shall be handled by the Property Manager.
Imperial Choice shall be under no obligation to the Property Manager to answer or address any questions, queries or complaints raised by Visitors.
5. THE WEB SITE

5.1 The Property Manager shall: (a) report to Imperial Choice any suspected faults in or infiltration of the Web Site of which it may become aware as soon as such suspected faults or infiltration come to the Property Manager’s attention;
(b) keep confidential and take all necessary steps to ensure the continued confidentiality of its account identification details, password, security encryption devices and other confidential information relating to the Web Site and notify Imperial Choice forthwith in the event of a third party stealing its password or using its account identification details;
(c) ensure that it has all necessary rights, licenses and consents to incorporate the Property Information into the Web Site and to link the Web Site to those sites owned by the Property Manager or by third parties to which the Property Manager wishes the part of the Web Site that incorporates the Property Information to be linked.
5.2 Imperial Choice may at any time: (a) suspend the availability of the Web Site (or any part of it) for the purpose of repair, maintenance or improvement or to preserve security;
(b) vary the technical specifications of the Web Site (or any part of it) for operational reasons;
(c) remove or amend any or all of the Property Information from the Web Site which in Imperial Choice reasonable opinion is unlawful or has been placed on the Web Site in breach of the Agreement;
(d) suspend the availability of the Web Site or any part of it if the Property Manager fails to pay any Fee on the due date.
5.3 The Property Manager acknowledges and agrees that any personal data (as defined by the Data Protection Act 1988) collected by Imperial Choice from Visitors shall be collected by Imperial Choice as a data controller (as defined by the Data Protection Act 1988).
5.4 (a) The Property Manager agrees to the inclusion of customer reviews, both comments and/or ratings.
(b) Objections to a customer review must be made in writing within 14 days of posting.
All complaints must be made in writing to the Reviews Coordinator, Imperial Choice Ltd, 11 Inverness Terrace, London, W2 3JL (c) In order to legally refute a review, the Property Manager must provide substantiating evidence to the contrary.
(d) The removal of a review is at the discretion of Imperial Choice, and Imperial Choice decision is final.
(e) Any review which cannot be legally disproved will stand as a reasonable opinion of the customer.
(f) Imperial Choice agree to provide the Property Manager with the guest booking reference number should they wish to address or dispute a review.
(g) Imperial Choice will not publish:
i. Any comment that is inappropriate, using defamatory, vulgar or abusive language.
ii. Any review that contains any advertising.
iii. Any review which may disclose somebody’s personal identity or details.
6. INTELLECTUAL PROPERTY

6.1 Imperial Choice (or its licensors) shall own the copyright and all other intellectual property rights in the design, layout, text and graphics of the Web Site including, but without limitation, the Property Information placed on the Web Site by the Owner, and the Owner hereby assigns all such copyright in such Property information to Imperial Choice.
6.2 All goodwill arising in connection with the Web Site shall belong to Imperial Choice. Imperial Choice shall be entitled to re-supply the Property Information to third parties involved in the provision of accommodation availability information via any existing or future online media.
6.3 The names, images, pictures, logos and icons identifying Imperial Choice, are, unless otherwise stated, intellectual property rights of Imperial Choice.
Other products, pictures, images, logos, and icons and company names mentioned on the Web Site may belong to other companies.
6.4 The Owner may not use any images, pictures, logos, materials or icons identifying Imperial Choice contained on Web Site or otherwise without the prior written approval of Imperial Choice.
7. FEE AND BOOKING PROCEDURE

7.1 The Owner shall pay to Imperial Choice a fee of 15% of the gross ticket value (i.e. includes local tax) of each Property room booked by a Customer via the Web Site or otherwise with Imperial Choice during or following a visit by the Customer to the Web Site.
Alternatively, if we have agreed in writing with you to charge you a direct fixed fee per annum, this shall be in substitution for the commission method described above.
7.2 The Fee shall be exclusive of value added tax, which the Owner shall additionally pay to Imperial Choice.
7.3 Imperial Choice shall be entitled to issue an invoice for the Fee payable in respect of each Property on the first day after the end of the month in which the Owner places Property Information relating to such Property on the Web Site and at agreed intervals thereafter.
7.4 The Owner shall make payment in full in respect of each invoice within 14 days of the date of the invoice.
7.5 The Owner shall keep full, proper and up to date books of accounts and records showing clearly all enquiries, transactions and proceedings relating to the booking of rooms at each Property during this Agreement and for a period of [12 months] after termination of this Agreement. The Owner shall allow or enable authorized representatives of Imperial Choice to have access to the Property (or other relevant premises) for the purpose of inspecting such books and records (including the taking of such copies as they shall require) to establish that the correct Fees have been paid.
7.6. The Owner agrees to the recording of all telephone calls, both inbound to any Imperial Choice telephone number, and outbound from any Imperial Choice member of staff.
8. WARRANTY AND LIABILITY

8.1 Imperial Choice shall provide the Web Site "as is".
The Owner acknowledges and agrees that it is technically impossible for Imperial Choice to provide the Web Site uninterrupted, free of faults or guarantee that the Web Site will not be infiltrated by unauthorized users or hackers.
8.2 Except as set out expressly in the Agreement, Imperial Choice makes no warranties or representations either express or implied in relation to whole or any part of the Web Site or any other matter relating to this Agreement, including but without limitation:-
(a) any warranties or conditions of title, usability, condition, operation, non-infringement of intellectual property rights, completeness, accuracy, satisfactory quality or fitness for a particular purpose
(b) any duty to use reasonable care and skill in relation to the carrying out of its obligations under the Agreement;
(c) that the Web Site will be uninterrupted or error-free or that it will meet any particular criteria of performance or quality
and all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the availability and operation of the Web Site or otherwise are hereby expressly excluded from the Agreement to the extent permitted by law.
8.3 The following provisions set out the entire liability of Imperial Choice (including any liability for the acts or omissions of its employees, directors, agents and/or sub-contractors) to the Owner in respect of any breach of the Agreement, any claim under an indemnity, any breach of statutory duty, any representation, or tortuous act or omission including, but without limitation, negligence arising under or in connection with the Agreement.
8.4 Subject to Clauses 8.5 and 18.3, Imperial Choice' total liability in aggregate for any and all claims made against Imperial Choice (howsoever arising) in contract, any claim under an indemnity, breach of statutory duty, tort (including but without limitation negligence) misrepresentation or otherwise, arising out of or in connection with the Agreement shall not exceed the amount of the total Fees paid or payable to Imperial Choice at the time that the event giving rise to the liability arises.
8.5 Imperial Choice shall not be liable to the Owner for any loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill nor for any special, indirect loss or damage, (howsoever arising) which arise out of or in connection with the Agreement.
8.6 The Owner shall indemnify Imperial Choice against all claims, losses, demands and costs it suffers arising out of the Owner's breach of this Agreement or the use by the Customer of the Property or other services offered by the Owner.
8.7 Nothing in the Agreement shall operate to exclude or limit the liability of Imperial Choice for death or personal injury caused by negligence.
8.8 The provisions of this Clause 8 shall survive the termination or expiry (for whatever reason) of this Agreement.
9. TERM AND TERMINATION

9.1 The Agreement shall continue until terminated by either party giving to the other party notice in writing at any time.
9.2 The Agreement may be terminated forthwith by notice in writing by either party if the other party:
(a) commits a material breach of the Agreement which is not capable of remedy;
(b) commits a material breach of this Agreement and fails to remedy it within 30 days after receipt of notice in writing from the other party; or
(c) enters into any compromise or arrangement with its creditors, or if an order is made or an effective resolution is passed for its winding up (except for
the purposes of amalgamation or reconstruction as a solvent company) or if a receiver, manager, or administrator is appointed in respect of the whole or any part of its undertaking or assets or if there is any similar or analogous event in any jurisdiction affecting that party; or
(d) ceases or threatens to cease to carry on its business or is otherwise unable to pay its debts as they fall due.9.3 After expiry or termination of the Agreement for any reason Imperial Choice shall be entitled to immediately remove the Property Information from the Web Site.
10. GENERAL

10.1 Neither party shall be deemed to be in breach of the Agreement or liable for any delay or non-performance or for the consequences of any delay or non-performance of its obligations which is due to events beyond its reasonable control provided the party concerned has acted and continues to act reasonably and prudently to prevent and to minimize the effect of such causes.
10.2 The Owner will not without the prior written consent of Imperial Choice assign, novate, sub-contract or transfer the Agreement or any part of it to any other person.
10.3 Imperial Choice may without the prior written consent of the Owner assign, novate, sub-contract or transfer the Agreement or any part of it to any other person.
10.4 Notices under these Conditions may be served by personal delivery, by first class post, by facsimile or by email (provided that the email is confirmed by fax or letter within 48 hours).
10.5 Notices shall be deemed to be served:
(a) on delivery when delivered personally; or
(b) on receipt of a printout confirming due transmission when transmitted by facsimile to the facsimile number notified by the other party; or
(c) on receipt of a "read receipt" or "acknowledgement receipt" or other evidence of transmission in the case of email; or
(d) two (2) days after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective Party at its
registered office, or such other address as shall have been notified to the other party in writing.
10.6 Failure by Imperial Choice to enforce any provision of the Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
10.7 Nothing in the Agreement or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Owner and
Imperial Choice nor shall authorize either party to enter into contractual relationships or incur obligations on behalf of the other party.
10.8 If any provision of the Agreement or these Conditions is held by any competent authority or a court of law to be invalid or unenforceable in whole or in part the remaining provisions of the Agreement and the provisions of these Conditions shall remain in full force and effect.
10.9 An entity which is not expressly a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement or these Conditions.
10.10 These Conditions and the Agreement represent the entire agreement between the parties relating to the placement of Property Information on the Web Site and supersede all prior agreements, arrangements and understandings relating thereto.
10.11 The Owner agrees that it will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of Imperial Choice prior to entering into the Agreement upon which the Owner relied in entering into the Agreement, whether such representation was made orally or in writing.
10.12 Nothing in the Agreement or these Conditions will exclude or limit the liability of the Imperial Choice for fraudulent misrepresentation.
10.13 The Agreement and these Conditions shall be governed by and construed in accordance with the laws of England and the Owner agrees to submit to the exclusive jurisdiction of the English courts.