Last Updated: 24.05.2018
Table of contents
2. Customer account
3. Limitation of business activity
4. Use of the services
5. Trial period
6. Prohibited use
7. Fees, payments, refunds
9. Links to third party websites and third party services
11. Limitation of liability
12. Personal data
13. Intellectual property rights and customer content
15. Force majeure
16. Changes to the Terms & Conditions
20. Third party rights
21. Governing law and jurisdiction
Access to and use of the Services (as defined below) is subject exclusively to the following terms and conditions (“Terms of Service”).
If you have any questions or comments regarding these Terms of Service, please contact us by emailing email@example.com.
a) The term “Lodgify”, “we”, “us” or “our” refers to Codebay Solutions Limited, a company incorporated in England and Wales with company number 5903966, whose registered office is at Magma House, 16 Davy Court Way, Castle Mound Way, Rugby, Warwickshire, CV23 0UZ, United Kingdom (trading as Lodgify).
b) The term “Lodgify.com” means our website lodgify.com.
c) The term “Services” refers to all services provided by Lodgify from time to time including but not limited to creating, maintaining and hosting a website, receiving booking information via our booking and payment system, managing reservations and payments and responding to Customer clients via our reservation system and managing content on third party channels via our channel manager.
d) The term “Customer” refers to either: a) the person who registers for a Customer Account on his/her own behalf; or b) the organisation, where the person registers for a Customer account on behalf of an organisation.
e) The term “Customer Account” refers to the account which the Customer creates on Lodgify.com in order to access and use the Services.
f) The term “Customer Website” refers to the website that is created by the Customer using our Services, including a permitted sub-domain of Lodgify.com (such as //[CUSTOMER].lodgify.com or //checkout.lodgify.com/[CUSTOMER AND LISTING DETAIL]).
g) The term “Property” refers to any form of accommodation, building, house boat, apartment, room, apartment blocks, houses or any other dwellings or rental space that is displayed by the Customer on the Customer Website or a third party channel and offered for rent using the Services.
h) The term “Content” means text, graphics, images, music, software, audio, video, information or any other form of data.
i) The term “Customer Content” refers to Content provided by the Customer as part of using the Services including but not limited to information (including photographs or illustrations) about a Property’s amenities, suitability, pricing or availability.
2. CUSTOMER ACCOUNT
a) To access and use the Services, the Customer must create a Customer Account with us. The Customer agrees to provide and maintain true, accurate, current and complete information at all times.
b) Where the Customer is an organisation, the person signing up for a Customer Account on its behalf warrants that he/she has the authority to bind the organisation to these Terms of Service.
c) The Customer, if an individual, must be at least 18 years of age to be eligible to use the Services.
d) The Customer is responsible for maintaining the confidentiality of its Customer Account, and shall not disclose its password to any third party.
e) The Customer is responsible for all activities that occur, and Content that is transmitted, under its Customer Account.
3. LIMITATION OF BUSINESS ACTIVITY
a) We do not own or manage Properties and we do not act as real estate agents or travel agents for our Customers or their customers. We only provide a platform that allows Customers to create, edit and display listings for Properties on Customer Websites or third party channels, and to manage the booking and reservation of Properties. We do not take part in, or responsibility for, any rental transactions, booking arrangements or any property management issues. We are not a party to any rental contract.
c) The Customer is solely responsible for the operation of the Customer Website, including the business that is conducted in relation to the Properties, the statements and representations made by the Customer about the Properties, any interaction between the Customer and its users on the Customer Website, and the content (including user generated content) which is posted to or transmitted via the Customer Website.
d) The Customer further acknowledges that we have no control over any Content transmitted on the Customer Website or the third party channels (including initiation of the transmission or determination of the receiver of the transmission) and do not monitor or review such Content.
e) The Customer shall ensure that the scope of our role in relation to the Customer Website as described in this clause 3 shall be clearly communicated to users of its Customer Website, and that no statement made on the Customer Website or otherwise to the Customer’s users misrepresents, or is likely to misrepresent, this.
4. USE OF THE SERVICES
a) The Customer agrees to access and use the Services only to advertise Properties for rent. Any other use of the Services is expressly prohibited.
b) The Customer agrees to comply with all applicable laws and regulations with respect to its activities under these Terms of Service.
c) The Customer shall own all right, title and interest in and to the Customer Content and Content uploaded by the Customer’s users, and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of such Content.
d) The Customer warrants that it will provide and maintain correct and up-to-date information about the state, features and availability of the Properties, and not to mislead the Customers’ users about the same or any other detail about the Properties. The Customer acknowledges that information provided about the Properties will be made available to the public and may be sent to our partner websites for the purpose of advertising the Property.
f) If the Customer operates in a similar business to ours, we reserve the right to refuse to provide our Services to them and to terminate these Terms of Service immediately without notice
g) We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, at any time and in our sole discretion.
5. TRIAL PERIOD
a) Customers that use the Services within a free trial period acknowledge and agree that the Services will, or may, automatically “time out” (that is to say, cease to operate) at the end of the trial period if the Customer has not at that time paid the applicable fees.
b) During the free trilal period, we may terminate our contract with the Customer at any time and for any reason by giving notice to the Customer.
c) Without limiting the generality of clause 3 b), we reserve the right to delete any Content stored by us in relation to an expired trial period, without liability to you.
6. PROHIBITED USE
a) The Customer shall not:
– licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Services available to any third party
– access all or any part of the Services in order to build a product or service which competes with the Services;
– attempt to copy, modify, create derivative works of, display, transmit or distribute all or any part of the software applications used by us as part of the Services (except as may be allowed by any applicable law incapable of exclusion); or
– attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software applications used by us as part of the Services (except as may be allowed by any applicable law incapable of exclusion).
b) Except where expressly otherwise permitted in these Terms of Service, the Customer is prohibited from:
– using or accessing Lodgify.com and the Services in a manner that unfavorably affects the performance or proper functioning of Lodgify.com and the Services, or any computer systems or networks used by Lodgify.com and the Services;
– impersonating anyone, or from misrepresenting or misstating facts about affiliation with any person, or from forging headers or manipulating identifiers so as to disguise the origin of the content transmitted through the Customer Websites.
– using, displaying, mirroring or framing Lodgify.com, or any individual element within Lodgify.com or the Services, Lodgify’s name, any Lodgify trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent.
– using any robot, spider, other automatic device or manual process to monitor, download, copy or keep a database copy of the Customer Content and Content made available through the Services and Lodgify.com.
– sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation,
– and the Customer agrees to include similar provisions which are no less onerous than those stated in this clause 6. b) in its terms and conditions with its users
c) The Customer agrees not to post, upload, publish, submit or transmit any Customer Content that:
– infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
– violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
– is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive;
– promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
– is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
– promotes illegal or harmful activities or substances,
– and the Customer shall include similar provisions which are no less onerous than those stated in this clause 6. c) in its terms and conditions with its users.
d) We reserve the right to withhold, remove and or delete any Customer Content, with or without notice, where we reasonably suspect that such Customer Content breaches these Terms of Service, and the Customer shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Customer Content posted to, or linked to, the Customer Website or a third party channel breaches these Terms of Service
e) We further reserve the right to modify any Customer Content in connection with the optimization of the Customer Website. Further information about this right and other rights which you grant to us in relation to Customer Content is set out in clause 13. c).
7. FEES, PAYMENTS, REFUNDS
a) Subject to clause 5, our Services are provided for the fees described for each service on Lodgify.com and the Customer is liable for such Fees. Fees are exclusive of value added tax.
b) We reserve the right to change these fees and introduce new charges any time, upon at least 30 days prior notice to the Customer, which notice may be provided by e-mail. Fee changes will take effect in the Customer’s next contract term.
c) The Customer may agree to a one (1) month, twelve (12) month or twenty-four (24) month contract term with us, where the payment is made in advance for the agreed contract term. The Services will be provided immediately after we have received the payment.
d) The Customer can opt to upgrade or downgrade the Services to any other service level that we are offering for sale at any time during his/her contract term. In the event of a Service upgrade, the new fee will immediately apply and the Customer will be charged in full for the pro-rata part of that contract term. In the event of a Service downgrade, the new fee will only apply after the contract term. No discount credit will be given.
e) The contract term will automatically renew for additional contract terms until explicitly cancelled by the Customer. Contract renewals must be paid for by credit card. The Customer acknowledges that we will not send it a notice before the contract term is renewed and that it is the Customer’s responsibility to cancel the contract with us if the Customer no longer wishes to receive the Services. Cancellation must be issued via the Customer’s Account or by emailing firstname.lastname@example.org. Any cancellation issued via the Customer’s Account must be done at least one (1) day prior to the end of the contract term. Any cancellation issued via email must be done five (5) days prior to the end of the contract term to allow for adequate processing time.
f) Services cancelled at the Customer’s request prior to the completion of the contract term are not subject to a refund.
g) If the Customer fails to comply with any of the provisions of these Terms of Service and we terminate the Customer’s Services prior to the completion of the contract term, we will not refund any payments.
h) The Customer agrees to us, or our third party service providers, storing the Customer’s payment card information and charging that payment card (i) a fee for any applicable Services billed on a monthly, yearly or biyearly basis, (ii) any other fees for Services the Customer may purchase in addition from us, (iii) any increase in fee pursuant to clause 7. b) or d) of these Terms of Service, and (iv) any applicable taxes in connection with the Customer’s use of the Services. If the payment card the Customer provides expires or fails to make the payment and the Customer does not provide new payment card information or cancel the Customer Account, we may, without liability to the Customer, disable the Customer Account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services until a new payment card is provided or payment of a due amount is able to be charged.
i) All fees shall be paid in U.S. dollars, British pounds or EU euros.
a) Our contract with the Customer shall commence on the date the Customer creates a Customer Account and shall continue until terminated in accordance with this clause 8.
b) Our contract with the Customer may be terminated by the Customer, without cause, by following the cancellation procedures set forth in clause 7. e).
c) Our contract with the Customer may be terminated by us, without cause, at any time and (subject to clause 4. f)) upon one month’s notice to the Customer.
d) Our contract with the Customer may be terminated by us at any time, upon notice to the Customer (including via email), if:
– the Customer fails to comply with any of the provisions of these Terms of Service;
– the Services are discontinued; or
– we lose the right to provide the Customer with the Services or where the provision of the Services or a particular Service becomes unlawful.
e) Upon termination:
– the Customer shall immediately cease use of the Services;
– the Customer acknowledges we have the right to delete all data, files, or other information that is stored in the Customer’s Account; and
– any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected.
9. LINKS TO THIRD PARTY WEBSITES AND THIRD PARTY SERVICES
b) Lodgify.com may also contain the services of third parties (including but not limited to domain registration services) which will be provided to the Customer pursuant to such third parties’ terms and conditions. We will provide the Customer with links to these third parties’ terms and conditions. The Customer’s acceptance of these terms and conditions may be required to make all services via Lodgify.com available to the Customer.
a) The Customer acknowledges that the Services have not been developed to meet its individual requirements, and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Services meet the Customer’s requirements.
b) We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
c) The Services and Lodgify.com are provided on an “AS IS”, “AS AVAILABLE” basis.
d) We make no warranty that the functionality of the Services will be uninterrupted or error free, that defects will be corrected or that the Services or the servers that makes it available are free of viruses or anything else which may be harmful or destructive.
f) Except as expressly stated in these Terms of Service, to the fullest extent permitted by law, all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms of Service.
11. LIMITATION OF LIABILITY
a) Nothing in these Terms of Service excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by law.
b) Subject to clause 11. a), we will not be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
– loss of profits,
– loss of business,
– depletion of goodwill
– loss or corruption of data or information, or
– any indirect, special, incidental or consequential loss or damage,
– arising out of or in connection with the Customer’s use of the Services.
c) Subject to clause 11. a), our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the total fees paid for by the Customer during the 12 month period immediately preceding the date on which the claim arose.
12. PERSONAL DATA
a) The Customer acknowledges that:
– the Customer shall be the data controller and we shall be a data processor in respect of any personal data which we process on the Customer’s behalf when performing the Services (“Service Data”); and
– we shall be the data controller in respect of any personal data submitted or collected in association with the Customer Account (“Account Data”).
b) With regards to Service Data:
– the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and our other obligations under this agreement;
– the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms of Service on the Customer’s behalf;
– the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
c) To the extent that Lodgify processes any Controller Personal Data (as defined in the DPA) contained in Customer Content that is subject to the GDPR (as defined in the DPA), on the Customer’s behalf, in the provision of the Services, the terms of the Data Processing Addendum available at https://www.lodgify.com/dpa/ („DPA“), which are hereby incorporated by reference, shall apply and the Customer and us agree to comply with such terms.
13. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER CONTENT
a) The Customer acknowledges and agrees that Lodgify and/or its licensors own all intellectual property rights in the Services and the logo, design, material and software on Lodgify.com. Except as expressly stated herein, this agreement does not grant the Customer any rights to or in patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
b) The Customer represents and warrants that it is the owner or permitted licensee of the Customer Content, including all intellectual property rights consisting in it, and agrees to indemnify us immediately on demand against any cost, loss or liability which we may incur by reason of the Customer’s breach of that warranty.
c) The Customer grants us the following limited licence with respect to the Customer Content: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Customer Content only in connection with the provision of Lodgify.com (including any and the Services) and optimization of the Customer Website.
The Customer agrees to indemnify and hold Lodgify and its directors and employees harmless from and against all claims, actions, proceedings, liabilities, damages, losses, expenses and costs (including without limitation court costs and reasonable legal fees) which arise from, relate to, or are connected with the Customer’s use of the Services.
15. FORCE MAJEURE
a) Subject to clause 15. b), we shall not be liable to the Customer for any breach or delay of the performance of our obligations under these Terms of Service where such breach or delay is caused by an event outside of our control.
b) We will take reasonable steps to minimize the effect of the delay or breach.
16. CHANGES TO THE TERMS & CONDITIONS
We reserve the right to change these Terms of Service at any time and, where appropriate, upon giving the Customer notice via email in advance. The Customer’s continued use of the Services following any changes shall be deemed to be the Customer’s acceptance of such changes.
If any of the provisions or part provisions contained in these Terms of Service should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such provision or part provision shall be severed, and the remaining provisions and part provisions shall survive and remain in full force and effect and continue to be binding and enforceable.
Our failure to enforce at any time or for any period any one or more of the provisions of these Terms of Service shall not be a waiver of them or the rights attaching to any of them.
a) The Customer shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any manner with any or all of its rights or obligations under this agreement.
b) We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20. THIRD PARTY RIGHTS
These Terms of Service do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. GOVERNING LAW AND JURISDICTION
These Terms of Service 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) are governed by English law and Customers accept the exclusive jurisdiction of the English courts to rule on the same.