SITU Supplier Agency Agreement

1. General

 

1.1. SITU Living Limited is incorporated and registered in England and Wales with Company Number 06624137, whose registered office is at Unit 3 Ulysses House, Heron Road, Exeter, England, EX2 7PH (“SITU”).


1.2. The supplier is the serviced apartment provider or operator who is entering into this agreement with SITU (“supplier”).


1.3. Under these terms and conditions (“agreement”), the supplier wishes to use the agency services of SITU to facilitate the sale of the serviced apartments on behalf of the supplier.


1.4. By noting its acceptance of this agreement, the supplier shall be bound by the terms and conditions set out below.


2. Definitions


2.1. In this agreement, the following defined terms shall have the following meanings:


SITU Supplier Portal means the supplier portal including all information required to be completed by the supplier by way of entries in the building section and the account section and any other data request that the supplier is required to complete in relation to a serviced apartment or otherwise;


client means any person, firm or company who makes a reservation for or otherwise uses a serviced apartment pursuant to this agreement;


confidential information means any confidential, commercially sensitive or proprietary information of SITU (including but not limited to any information howsoever concerning any clients).


Property details means all information and materials provided by the supplier or obtained by SITU in relation to the serviced apartments and/or the facilities, services and amenities offered;


supplier terms means the supplier’s terms and conditions of stay to be adhered to by a client in relation to each reservation;


reservation means when a booking has been accepted and confirmed by the supplier in accordance with this agreement;


serviced apartment means the supplier's serviced apartment(s) (or any of them) which SITU has agreed to facilitate the sale of, in accordance with this agreement;


serviced apartment fees means the charges for staying at the serviced apartments (excluding vat and/or other taxes) as agreed between the parties from time to time;


website means the website at www.situ.co.uk and any other domain name used by SITU for the promotion of its business.


3. Appointment


3.1. By way of this agreement, the supplier appoints SITU as its non-exclusive selling agent for the sale and promotion of its serviced apartment.


3.2. SITU accepts the appointment and agrees to promote and sell the services apartments and perform the other obligations set out in this agreement. SITU shall also be permitted to appoint sub-agents for the sale of the arrangements and/or services, should SITU wish to do so, including but not limited to intermediary companies working with SITU and booking serviced apartments on behalf of business travelers/travel management/relocation management companies.


3.3. In the event that the person agreeing this agreement is not the legal and beneficial owner of the serviced apartments, they warrant and agree that they have the authority to act on behalf of and to bind the owner of the serviced apartments for the purposes of this agreement.


4. Effective Date and Term


4.1. This agreement will commence on the date the supplier signals its acceptance of this agreement via SITU’s extranet system or by acceptance of a confirmed booking and will continue in full force and effect until terminated in accordance with clause 10.


5. Minimum Standards


5.1. The supplier warrants that the serviced apartments shall be provided in accordance with the following and as advertised and stated within the apartment questionnaire:


5.1.1. The serviced apartment is let or rented out on a nightly basis (or as per the minimum stay requirement) in principally the same way as a hotel room.


5.1.2. The serviced apartment is fully furnished, has a fully functioning and equipped kitchen, or as a minimum a kitchenette, and most importantly is serviced.


5.1.3. Service levels must, as a minimum, mean being fully cleaned with a change of all linen and towels at least once per week, or at such intervals as agreed between the parties in writing from time to time and in any event, between all changes of occupancy.


5.1.4. All utility & service costs except outgoing phone calls must be included in the serviced apartment fees.


5.1.5. There is no requirement for the serviced apartment to provide reception facilities or a meet & greet service. A self-check-in service is acceptable.


5.1.6. The serviced apartment shall be provided using all due skill, care and diligence.


5.1.7. The serviced apartment shall conform to all applicable planning, licensing and other requirements as may be imposed on it by national, local or other laws, regulations, guidelines, rules and codes of practice including, but not limited to those relating to fire, safety and hygiene, of the country(s) in which and for the purposes for which the serviced apartment is provided.


5.2. The supplier shall provide emergency management & maintenance support, via on-site staff or a manned emergency telephone number 24 hours a day, every day of the year.


5.3. The supplier shall ensure that the serviced apartments are maintained at all times in a clean, tidy, reasonable and tenantable condition.


6. Supplier's Obligations


6.1. The supplier agrees to provide the serviced apartments (and any agreed services or extras) to the clients strictly in accordance with the terms of any reservation.


6.2. If the supplier fails to provide a serviced apartment in accordance with a reservation then it shall source suitable alternative accommodation of the same or higher standard to the reservation in question. In the event that the fees for the alternative accommodation are higher than the serviced apartment fees, then the difference will be the sole responsibility of the supplier.


6.3. All reservations are binding on the supplier from the time that the reservation confirmation is received in writing by email or by fax by SITU, or the time the reservation is logged or is received in the secure online booking system. The supplier acknowledges that at that point it will enter into a direct contractual relationship with the client.


6.4. The supplier shall permit any client to cancel or amend a confirmed reservation, subject to payment of the cancellation or amendment charges specified in the supplier terms.


6.5. The supplier agrees to provide full information to SITU in relation to the serviced apartments including the property details and as required by the apartment questionnaires or otherwise. The supplier undertakes that all information, materials and property details that it provides to SITU are accurate, complete and not misleading and that it shall immediately inform SITU of any changes or inaccuracies.


6.6. The supplier shall keep SITU fully informed of any feedback received from any client regarding the serviced apartments and inform SITU within one working day of any complaints received.


6.7. Neither party will do anything or omit to do anything which may damage the reputation or business of the other party.


6.8. The supplier shall provide any assistance reasonably required by SITU and further agrees to respond to SITU within the time frame specified by SITU (acting reasonably) of any requests of SITU concerning a client, the serviced apartment or a reservation.


6.9. The supplier accepts that SITU makes no warranty that:


6.9.1. The content placed on the website will meet the requirements of the user of the website (“user”).


6.9.2. Access to the website will be uninterrupted, timely, secure, or error-free.


6.10. The supplier agrees to comply with all applicable obligations placed upon it by the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and as set out in the data sharing agreement in place between the parties.


7. SITU’s Obligations


7.1. SITU shall not be obliged to advertise or promote the supplier's serviced apartments on its website or otherwise.


7.2. Following receipt of a booking enquiry or request, SITU shall inform the supplier of the same unless, in its sole discretion, SITU considers the serviced apartment inappropriate for the client’s needs.
7.3. SITU provides no guarantee or warranty as to the number of reservations that it may facilitate.


8. Serviced apartment fees and terms and conditions of stay


8.1. SITU agrees that when processing a booking it will provide the client with a copy of the supplier terms, before the booking is confirmed by the supplier.


8.2. A copy of the supplier terms must be provided to SITU immediately upon entering into this agreement and, thereafter, at any time within one working day of a request from SITU for the same.
 

8.3. If the supplier wishes to take a security deposit from the client or a swipe of their credit or debit card for this purpose, then the supplier shall make all the necessary arrangements to do so unless alternative arrangements are agreed to beforehand with SITU.


8.4. The supplier shall provide SITU with a list of serviced apartment fees for each serviced apartment which shall be valid for the period 1st January to 31st December each year and shall send the same to SITU no later than 30th November of the preceding year.


8.5. Any amendment to the list of serviced apartment fees during the year must be notified by the supplier to SITU with at least 30 days’ written notice. SITU shall update the serviced apartment fees in its reservation system and website within 14 days of receipt of the same.


8.6. Serviced apartment fees should be provided inclusive of commission but net of taxes. All taxes that apply must be clearly stated on the list of serviced apartment fees.


8.7. If the serviced apartment is located in the United Kingdom, it is expected that the supplier will apply the reduced rate of VAT from the 29th consecutive night onwards. If the supplier wishes to apply a different VAT policy, this must be clearly explained in writing when the serviced apartment fees are provided.


9. Payment


9.1. Commission shall be payable by the supplier to SITU on the serviced apartment fees (excluding VAT or other taxes) and also on cancellation fees and no show fees in relation to all reservations for the serviced apartment facilitated by SITU. Commission shall be paid in line with the percentage rate agreed between SITU and the supplier, which is shown on the account details page of the Supplier Administration Portal and which may be amended, as agreed in writing between the parties, from time to time.


9.2. SITU shall be entitled to deduct the commission from the payment of serviced apartment fees made to the supplier for each reservation (or shall otherwise invoice the supplier if a deduction cannot be made for any reason). SITU will forward (if applicable) a VAT receipt in respect of the commission to the supplier for their records. SITU will issue the receipt within 7 days of processing payment of the serviced apartment fees.
 

9.3. If a client confirms a reservation for a serviced apartment, SITU shall facilitate and receive payment from the client of the serviced apartment fees on behalf of the supplier.


9.4. The supplier shall send all client invoices to SITU, marked for the attention of the client (with relevant reference number if contact details are not available) but “care of” SITU in accordance with the EU TOMS regulations, in respect of a reservation at the agreed time, taking into account the dates for which the reservation is made.


9.5. For reservations of 28 nights or less, SITU will pay the whole amount in one transaction. Invoices should be issued to SITU on the day that the reservation is made for payment (this can either be immediate or under credit terms arranged between SITU and the supplier).


9.6. For reservations of 29 or more nights, SITU will pay the first 28 nights in full and the balance on a month by month basis thereafter. Invoices should be issued to SITU on the day that the reservation is made for the first 28 nights and then at the start of each subsequent monthly period.


9.7. SITU will forward the serviced apartment fees (less commission) received from the client direct to the supplier's nominated bank account, or by other agreed method. All other ancillary and incidental costs should be charged to the client directly.


9.8. SITU acts as a 'disclosed agent' for the purposes of the EU TOMS legislation. In order for the client to be able to recover VAT on the serviced apartment fees, SITU must act formally as a 'disclosed agent' in order to stay out of the TOMS. SITU will require the supplier to issue their invoices in a TOMS compliant format and this format will be defined on the reservation confirmation e-mail at the point of booking.


10. Termination & Effect of Termination
10.1. Either party shall, by giving notice in writing to the other, be entitled to terminate this agreement with immediate effect:


10.1.1. If the other party commits a breach of any of the terms or conditions of this agreement and the breach (if capable of remedy) is not remedied within 14 days of receiving written notice to do so by the other party;


10.1.2. if the other party ceases to be able to pay its debts in the ordinary course of its business, enters into an arrangement with its creditors, goes bankrupt or into liquidation, if a resolution is passed or an order is made for the winding up of the other party or if any analogous event occurs which affects the other party.


10.2. Either party shall be entitled to terminate the agreement without cause by giving not less than 30 days’ notice in writing to the other party.


10.3. If this agreement is terminated for any reason, the termination shall not apply in relation to reservations made before the effective date of termination and the rights and obligations of the parties under this agreement in respect of such reservations shall survive the termination and be enforceable notwithstanding it.


10.4. In the event of termination, the supplier shall immediately return or destroy all of SITU’s confidential information.


11. Intellectual Property


11.1. The supplier grants SITU a licence to use all property details and materials that it provides to SITU in relation to the serviced apartments for the advertisement and promotion of the serviced apartments on the website and elsewhere and SITU may modify or adapt the same as it deems appropriate for the purposes of advertising and promoting the serviced apartments, but will not falsify or misconstrue in any way.


11.2. The supplier warrants that it owns all intellectual property rights in any property details and materials that it supplies to SITU and that any use of such property details or materials by SITU in accordance with this agreement shall not infringe the intellectual property rights of any third party. For the purpose of this clause 11, intellectual property rights shall include but not be limited to copyright, trademarks (registered or unregistered), brand, design rights, database rights, patents or confidential information.


11.3. The supplier agrees that all intellectual property rights in SITU's website shall at all times remain vested in SITU (and where relevant its licensors).


12. Liability


12.1. Nothing in this agreement shall limit either party's liability for death or personal injury caused by their negligence or the negligence of its employees, agents or subcontractors or for anything else in relation to which it would be unlawful for them to limit or exclude.


12.2. Subject to clause 12.1, SITU shall not be liable to the supplier for any indirect or consequential loss or for any loss of profit, savings, use of money, business, goodwill or reputation whether such losses are direct or indirect.
 

12.3. Subject to clause 12.1, in relation to each reservation SITU’s liability shall be limited to the commission paid to SITU in respect of that reservation. To the extent the liability does not relate to a particular reservation, SITU 's liability to the supplier shall not in any given year exceed the total commission paid by the supplier during such year.
 

12.4. SITU shall not carry out any checks during the reservation in relation to the clients and shall in no way be responsible or liable for their acts or omissions or for any damage or problem caused during their use of the serviced apartment.


13. Indemnity


13.1. Without prejudice to any other provision in this agreement, the supplier hereby agrees to indemnify SITU for the full amount of all damages, expenses, losses, compensation, demands, actions, liabilities, fines, costs (including legal costs) which SITU incurs or pays to any clients, employees, agents and/or representatives and/or any third party (including own legal costs) or authority as a direct result of:


13.1.1. Any breach by the supplier of their obligations expressed or implied under this agreement and/or any act(s) and/or default(s) of the supplier and/or any person(s) provided or used (directly or indirectly) by the supplier; or


13.1.2. any failure of the supplier to reach the standard agreed with SITU to include by way of example and by no way of limitation, any failures or deficiency in the standard of quality of the serviced apartment provided, absence or alteration to the serviced apartment or lack of cleanliness, hygiene or safety for any reason for any period, or any other reason whatsoever in connection with this agreement or use of the serviced apartment by a third party.


13.2. This indemnity shall survive the termination of this agreement for any reason.


14. Insurance


14.1. The supplier shall as a minimum maintain, for the duration of this agreement (as detailed in clause 4), with a reputable insurance company public liability insurance, to a minimum of £5 million (or local equivalent), to cover injury and damage to third parties on their premises. The responsibility of insuring contents and building lies with the supplier. In both cases the insurer must be notified by the supplier that the premises will be let.


14.2. The supplier will, on SITU's request, supply SITU with evidence of such valid insurance cover.


15. Force Majeure


15.1. Neither party shall be liable to the other for any contractual default which they could not foresee or avoid. These events can include, but are not limited to war, threat of war, civil strife terrorist activity and its consequences or the threat of such activity, riot, the act of any government or other national or local authority including port or river authorities, industrial dispute, lock closure, natural or nuclear disaster, fire, chemical or biological disaster and all similar events outside our or the supplier(s) concerned’s control (“force majeure”). Advice from the foreign office to avoid or leave a particular country may constitute force majeure.


16. General


16.1. In the event of any change of ownership of the business of the supplier, the supplier shall notify SITU of this immediately and shall, with SITU’s prior consent, transfer its obligations under this agreement to the new owner. Should SITU not consent to the transfer, SITU shall be entitled to immediately terminate the agreement upon giving written notice to the supplier, without liability.


16.2. Any waiver by either party of a breach of any provision of this agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision.


16.3. This agreement constitutes the entire agreement between SITU and the supplier and supersedes any prior written or oral agreement in relation to its subject matter. The supplier acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SITU which is not set out in this agreement.


16.4. Each provision of this agreement is independent and severable from the remaining provisions and enforceable accordingly. If any provision of this agreement is unenforceable for any reason but would be enforceable if part of the wording of the provision was deleted, it shall apply with such deletions as may be necessary to make it enforceable.


16.5. This agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
 

16.6. Nothing within this agreement is intended, or shall be deemed, to establish any partnership or joint venture relationship between the parties.


16.7. The supplier shall keep in strict confidence all confidential information which has been disclosed to the supplier by SITU, its employees, agents or subcontractors, and any other confidential information concerning SITU’s business or its services which the supplier may obtain.
 

16.8. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.


16.9. Any all rights (express or implied) conferred upon any third party to this agreement by the Contracts (Rights of Third Parties) Act 1998 are expressly excluded.