Advertiser Terms and Conditions
It
is the policy of Stilwell’s Cottages Direct to work with
Advertisers who offer the highest standard of service and
accommodation for the public who book their properties. Stilwell’s
Cottages Direct considers that such standards of service should
include everything from the first telephone enquiry right through to
the way in which any problem or complaint is handled. Please do not
advertise on/in the Stilwell’s Cottages Direct online or paper
directory unless you are willing to comply with the spirit, as well
as the letter, of these declared aspirations. Please read and
consider the following terms, which will govern all Advertisers’
contracts with Stilwell’s Cottages Direct.
Advertiser
terms & conditions
THIS
AGREEMENT is made BETWEEN Wyndham Vacation Rentals (UK) Ltd trading
as Stilwell’s Cottages Direct ("Stilwell’s Cottages Direct")
and the advertiser of the accommodation detailed on the Website ("The
Advertiser").
Subject
to these terms and conditions (‘Terms’), Stilwell’s Cottages
Direct shall permit The Advertiser to post The Advertiser Content on
the Website and shall enable the Advertiser to feature The Advertiser
Content in the Paper Directory for the relevant term and subject to
the payment of the Fees.
By
creating a Login, and/or user account and/or submitting a
registration, the Advertiser warrants that it is the owner of the
Arrangements or has full legal authority from the owner of the
Arrangements to enter into these Terms with Stilwell’s Cottages
Direct and has the right, authority and capacity to enter into
and be bound by these Terms.
Definitions
and Interpretation
In
this Agreement, the following expressions and words shall have the
following meanings unless the context otherwise requires:-
“Arrangements”
means the privately owned accommodation to be made available by or
on behalf of The Advertiser to Clients pursuant to this Agreement.
“Clients”
means the person(s) (or any of them) using the Arrangements pursuant
to this Agreement.
The
‘Website’ means the online directory of Arrangements
at https://www.cottagesdirect.com/.
The
Paper Directory means any directory of Arrangements published from
time to time by Stilwell’s Cottages Direct in the format
determined by Stilwell’s Cottages Direct.
‘Advertiser
Content’ means the Advertiser’s content created or supplied by
the Advertiser for publication on the Website or the Paper Directory
pursuant to these Terms
The
‘Login’ means any registration accepted by Stilwell’s Cottages
Direct which enables the Advertiser to have access to certain
elements of the Website from time to time.
General
Stilwell’s
Cottages Direct agrees to act as an advertising intermediary in
respect of Arrangements by featuring The Advertiser Content on the
Website and/or on the Paper Directory as applicable. Save as
expressly provided otherwise, Stilwell’s Cottages Direct accepts no
liability in relation to any contract that any Client and The
Advertiser enter into, or for any Arrangements or for the acts or
omissions of the Advertiser or any Client or other person(s) or
party(ies) connected with any booking. For all bookings The
Advertiser’s contract will be with the Client booking the
Arrangements concerned and will be subject to the Advertiser’s or
the owner’s booking conditions. Reference to ‘Bookings’ in
these conditions means bookings made on this basis.
The
Advertiser Content
It
is at all times the Advertiser’s responsibility to ensure that the
Advertiser Content is accurate. Stilwell’s Cottages Direct shall
incur no liability for any errors in the Advertiser Content.
The
Advertiser warrants and represents that The Advertiser is licensed to
use the entire contents and subject matter contained in the
Advertiser Content, including, without limitation, (i) the names
and/or pictures of persons; (ii) any copyright in the material,
trademarks, service marks, logos, and/or depictions of trademarked or
service marked goods or services, or any other intellectual property
rights.
The
Advertiser warrants and represents to Stilwell’s Cottages Direct
that:
It
has the right to publish all of the contents of the Advertiser
Content and can grant to Stilwell’s Cottages Direct such right,
and that such publication will not: (a) breach the confidence or
rights of privacy of, or, without limitation, infringe the
copyright, database rights, trademark rights, patent rights, moral
rights or any other intellectual property rights of, any third
party; or (b) violate any applicable law or regulation;
The
Advertiser Content is legal, proper, decent, honest, accurate and
socially responsible;
It
has complied with the codes of practice issued by the Committee of
Advertising Practice in the UK, including, without limitation, the
British Code of Advertising, Sales Promotion and Direct Marketing,
and all other relevant codes under the general supervision of the
Advertising Standards Authority or any other relevant authority;
The
Advertiser Content shall use reasonable endeavours to show the
availability and pricing of Arrangements for the following 12 month
period.
The
Advertiser Content, and any web site linked to by The Advertiser
Links (“Linked Content”):
will
not contain anything that is indecent, obscene or unlawful;
will
comply will all applicable law;
will
not contain any defamatory, false, misleading or untrue material or
material which abuses, harasses, threatens or is otherwise
offensive to any other person;
will
not restrict or inhibit any other user from using the
website.
will
not contain any virus or other material likely to harm the website;
will
not contain any other material which is likely to harm the
reputation of Stilwell’s Cottages Direct.
will
not advertise or publicise any third party without the consent (at
its discretion) of Stilwell’s Cottages Direct.
The
Advertiser hereby expressly grants to Stilwell’s Cottages Direct:
a
non-exclusive, world-wide right to use, reproduce, publicly display,
the Advertiser Content and warrants that The Advertiser has the
right to grant such licence;
the
express right to reproduce throughout the world screen shots of the
Advertiser Content on the Website and/or on the Paper
Directory as applicable.
The
right (at Stilwell’s Cottages Direct’s discretion) to allow
third parties to use and display the Advertiser Content for sales
and marketing purposes, which may (without limitation) include the
provision of the Advertiser Content to third party websites
The
Advertiser will not acquire any title, copyright or other proprietary
rights in the Website or the Paper Directory or its content. The
entire copyright and any other intellectual property rights in The
Advertiser Content throughout the world shall be and shall remain the
exclusive property of the Advertiser save in respect of any
Advertising Content created by Stilwell’s Cottages Direct, the
copyright in respect of which will be and remain the property of
Stilwell’s Cottages Direct.
Stilwell’s
Cottages Direct reserves the right to determine the Website and/or in
the Paper Directory design layout and cannot be held responsible
for any loss or damage or otherwise resulting from the design or the
positioning of the Advertiser Content. Stilwell’s Cottages Direct
does not guarantee any specific position on the Website or in the
Paper Directory for any Advertiser Content.
The
Advertiser accepts that any Advertiser Content featured on the
Website or in the Paper Directory is subject to editorial review by
Stilwell’s Cottages Direct. Stilwell’s Cottages
Direct also reserves the right, without liability, to edit, copy,
amend, reject, replace, omit, terminate or exclude any Advertiser
Content if it reasonably believes the Advertiser Content would or
would be likely to put the Advertiser in breach of these Terms or
would otherwise be detrimental to the interests or goodwill of
Stilwell’s Cottages Direct at any time, or if Stilwell’s Cottages
Direct receives any complaint which it (in its reasonable discretion
considers to be valid) about the Advertiser or the Advertiser Content
with or without notice to the Advertiser, whether or not such
Advertiser Content was previously acknowledged, accepted, or
published. Without limitation, Stilwell’s Cottages Direct will not
accept Advertiser Content featuring any persons unless the Advertiser
can provide Stilwell’s Cottages Direct with evidence (on request)
that such persons have consented to being so featured. Stilwell’s
Cottages Direct will not accept Advertiser Content featuring children
or young persons without written consent from their parent or lawful
guardian.
Notwithstanding
this, Stilwell’s Cottages Direct will use reasonable endeavours to
fulfil the Advertiser’s requests. Any such action shall be without
prejudice to Stilwell’s Cottages Direct’s other rights and
remedies. Without prejudice to theses Terms generally, Stilwell’s
Cottages Direct may at its absolute discretion offer the Advertiser
the opportunity to correct any matter which has led Stilwell’s
Cottages Direct to take action under this clause.
The
Advertiser acknowledges and accepts that the Advertiser Content
featured on the Website may be reviewed either favourably or
unfavourably by third party consumers and that third party review
activity does not constitute the view or opinion of Stilwell’s
Cottages Direct. The Advertiser accepts that Stilwell’s Cottages
Direct offers no editorial services for reviews and is not in a
position to investigate every review but takes reasonable steps to
prevent libellous or offensive materials from being posted online,
although Stilwell’s Cottages Direct reserves the right either to
maintain or to remove reviews for any reason within its sole
discretion.
The
Advertising Content must relate to a single postal address and the
Advertiser shall not be entitled to change the single postal address
without prior written agreement of Stilwell’s Cottages Direct and
without payment of further Fees.
Fees
The
Advertiser shall pay the annual and any other fees detailed on the
Website or in the registration pack as applicable or as maybe
required by Stilwell’s Cottages Direct (‘Fees’).
Fees exclude
Value Added Tax.
Account
Access
Access
to your account (for Advertisers on the Website) will be gained by
using the username and the password selected by you during the
registration procedure. You are responsible for ensuring the
confidentiality and proper use of your username, password and account
and for restricting access to your computer and you agree to accept
responsibility for all activities that occur under your account or
password.
You
must tell us immediately if you believe that an unauthorised person
knows your username or password or has access to your account.
We
reserve the right to refuse service or terminate accounts if we
suspect an unauthorised person is attempting to access it.
You
agree that we shall not be liable for any losses you suffer as a
result of unauthorised access to your account.
Advertiser’s
obligations in respect of the Arrangements
The
Advertiser hereby confirms and agrees that:-
(i)
the Arrangements will be provided with all due skill, care and
diligence and that all persons provided or used by The Advertiser
(whether or not employed by him) in connection with provision of the
Arrangements will be appropriately qualified, experienced and capable
of competently performing the work or jobs for which they are
provided.
(ii)
the Arrangements will at all times remain of a good and clean
standard, in full working order and safe for occupation and use.
(iii)
the Arrangements comply and will at all times comply in full with all
applicable national, local, trade and other laws, regulations and
codes of practice (including EU legislation where applicable)
relating to hygiene, gas, fire, safety and other standards for those
using the Arrangements and that he has and will at all times maintain
in force the appropriate current certificates confirming such
compliance.
(ix) the
Arrangements do and will at all times fully comply with The
Advertiser Content and/or represented by The Advertiser or on his
behalf from time to time. The Advertiser agrees that all such
description(s) and other wording are and shall at all times remain
correct.
(iv)
The Arrangements will at all times be sold to Clients at the price
displayed as part of the Advertiser Content at time the Client placed
a booking for those Arrangements.
(v)
It will use its reasonable endeavours to encourage Clients and other
users of the Website to follow the hypertext links on the Website
that link to other travel service providers’ websites.
(vi)
It will not wrongfully deny Clients access to the Arrangements.
(vii)
It will not commit any act reasonably likely to damage the reputation
and/or business of Stilwell’s Cottages Direct.
Client
Complaints
The
Advertiser shall deal sympathetically, efficiently and politely with
all requests and complaints made by any Clients. The Advertiser
shall further render such prompt assistance as any Clients may
reasonably require without cost to Stilwell’s Cottages Direct.
Insurance
The
Advertiser shall at all times maintain (at his own cost) a
comprehensive insurance policy or policies to cover:-
(i)
all risks relating to and/or arising out of the performance of this
Agreement and/or the Arrangements normally covered by insurance
including (by way of example and not by way of limitation)
destruction or damage of any property by any cause and all third
party risks including cover for death, personal injury and illness
(including all legal costs of both the Clients concerned and
Stilwell’s Cottages Direct) of the Clients and Stilwell’s
Cottages Direct’s employees, agents and representatives arising,
directly or indirectly, from any act(s) and/or default(s) of The
Advertiser and/or any person(s) provided or used (directly or
indirectly) by The Advertiser (including employees, agents, suppliers
and sub-contractors of The Advertiser) and/or any use of any property
and/or the Arrangements in a sum which would be appropriate if any
and all proceedings in relation to any such claim were brought within
the United Kingdom and
(ii) the
full amount of all sums which may become payable under the indemnity
clause below.
The
Advertiser shall provide a copy of the policy(ies) referred to above
together with the up to date schedule(s) and receipt(s) for the
current premium to Stilwell’s Cottages Direct or its representative
on demand. The Advertiser shall keep Stilwell’s Cottages
Direct informed of all changes and developments which do or may
affect the said policy(ies). If reasonably required by
Stilwell’s Cottages Direct, The Advertiser shall increase the
amount of any insurance cover and/or extend the risks covered.
Stilwell’s Cottages Direct shall not, however, be obliged to check
the nature and extent of The Advertiser’s insurance cover.
Indemnity
Without
prejudice to any other provision in this agreement, the Advertiser
agrees to indemnify Stilwell’s Cottages Direct for the full amount
of all damages, expenses, losses, compensation, demands, actions,
liabilities, fines costs (including legal costs) and/or any other sum
of whatever nature which, for any reason whatsoever, Stilwell’s
Cottages Direct incurs or pays to any Customer, employees, agents
and/or representatives and/or any third party (including own legal
costs) or authority (whether pursuant to any Court Order or by way of
any settlement which Stilwell’s Cottages Direct, acting reasonably
in all the circumstances including the costs, risks and time involved
in fighting any claim, agrees to pay or otherwise), as a result
directly or indirectly in whole or part of:-
any
breach of any nature whatsoever of the Advertiser’s obligations
expressed or implied under this Agreement or any other agreement
between the parties (including without limitation and where
applicable the Easybook terms and conditions);
any
failure to reach the standard agreed with Stilwell’s Cottages
Direct to include, by way of example and not by way of limitation,
any failures or deficiency in the standard of quality of the
Arrangements, absence or alteration of any Arrangements or lack of
cleanliness, hygiene or safety for any reason for any period;
any
failure by the Advertiser to comply with any applicable law or
regulation;
any
action the Advertiser commits which damages the reputation of
Stilwell’s Cottages Direct; or
any
act(s) and/or default(s) of The Advertiser and/or any person(s)
provided or used (directly or indirectly) by The Advertiser
(including employees, agents, suppliers and sub-contractors of The
Advertiser).
This
indemnity shall survive and remain in full force and effect after the
termination (for whatever reason) or expiry of this Agreement.
Term,
Termination and consequences of Termination
This
agreement will commence on the Advertiser making payment and will
continue, in the case of Advertiser Content featured on the Website
until terminated earlier in accordance with this clause or the other
terms of this agreement, or in the case of Advertiser Content
featured in the Paper Directory, will continue for a period of one
year (or the publication of the following year’s Paper directory)
unless terminated earlier in accordance with this clause or the other
terms of this agreement.
Stilwell’s
Cottages Direct reserves the right to terminate this agreement
immediately without notice and without the Advertiser being eligible
to claim compensation in the event that:-
the
Advertiser fails to comply with any term of this Agreement including
but not limited to a failure to pay the Fees in full and on time.
the
Advertiser commits any act reasonably likely to damage the
reputation and/ or business of Stilwell’s Cottages Direct
In
the event of termination of this agreement for any reason, the
Advertiser Content will be immediately removed from the Website and
shall not be featured again on the Website until the Advertiser is
able to provide proof that the Arrangements comply with these Terms.
In
the event of the termination of these Terms, the Advertiser shall
honour all bookings made prior to the effective date of termination
until the conclusion of the Arrangements relating to those bookings.
Provisions
of these Terms with continuing effect shall survive termination of
these Terms for any reason.
The
Website
The
Advertiser agrees to keep its Login confidential and only to allow
other individuals who are validly authorised to do so to use the
Login to access any part of the Website.
The
Advertiser is responsible for all activities under the Login.
Stilwell’s
Cottages Direct shall be responsible for the hosting, operation and
maintenance of the Website and, although it shall use its reasonable
endeavours to keep the Advertiser Content available on the Internet,
it gives no guarantee as to continuing service availability.
The
Advertiser accepts that Stilwell’s Cottages Direct cannot ensure
that the Advertiser Content in all respects is visible in all
browsers and versions of these browsers. Stilwell’s Cottages Direct
shall use its reasonable endeavours to ensure that the Advertiser
Content is visible in the most commonly used version of Internet
Explorer.
Stilwell’s
Cottages Direct may provide a mapping / location service called Place
Search on the website. The functionality, presentation
and distances detailed of Place Search are entirely at the discretion
of Stilwell’s Cottages Direct and Stilwell’s Cottages Direct
cannot guarantee that any specific property will be included in any
particular search.
The
Advertiser accepts that Stilwell’s Cottages Direct may refuse
hypertext links or web addresses to third party websites from the
Advertiser Content, and to remove such links or web addresses without
notice.
Stilwell’s
Cottages Direct’s Liability
Except
as expressly provided in this Contract (or, if applicable the
Easybook terms and conditions), Stilwell’s Cottages Direct gives
no warranty in relation to the provision of services under this
Contract and all warranties, express or implied, are excluded.
Stilwell’s
Cottages Direct does not limit or exclude liability for death or
personal injury caused by its own negligence.
Stilwell’s
Cottages Direct’s entire liability to The Advertiser arising out
of or in connection with these Terms, including without limitation
breach of contract, misrepresentation (except where fraudulently
made) and tort (including negligence), is limited to the amount of
£700.
Notwithstanding
the generality of this clause, Stilwell’s Cottages Direct
expressly excludes liability for any indirect, special,
consequential or economic loss or damage which may arise out of or
in relation to these Terms, whether arising from any failure to
publish the Advertiser Content in a timely manner or at all, or
otherwise, and for any loss of profits, revenue, anticipated
savings, business, contracts, production or goodwill even if
Stilwell’s Cottages Direct has been advised as to the possibility
of such damages.
Save
as specified in this clause, Stilwell’s Cottages Direct shall not
be responsible for any error in the placement of, or failure to
place, any Advertiser Content on the Website and/or in the Paper
Directory. If Stilwell’s Cottages Direct fails to publish any
Advertiser Content or in the event of any other failure,
technical or otherwise, of such Advertiser Content to appear,
Stilwell’s Cottages Direct’s liability will be limited to
refunding to The Advertiser that proportion of the Fees paid which
relate to the Advertiser Content which was not published.
Stilwell’s
Cottages Direct will use reasonable skill and care in performing its
duties hereunder but subject thereto:- (i) Stilwell’s Cottages
Direct hereby excludes any warranty, express or implied, as to the
performance, quality, accuracy or fitness for a particular purpose
of Stilwell’s Cottages Direct or of any of the contents of the
Website or the Paper Directory ; (ii) Stilwell’s Cottages Direct
will not be liable for any losses or damages arising (whether in
tort (including negligence), contract or otherwise) directly or
indirectly as a result of use of the Website or the Paper Directory
or in connection with Advertiser Content including without
limitation from any technical malfunction, computer error, defect in
software, loss of data or other damage or disruption to
advertisements; (iii) Stilwell’s Cottages Direct makes no warranty
that the contents of the Website are free from infection by viruses,
worms or trojans or anything else that has contaminating or
destructive properties; and (iv) certain links on the Website may
lead to resources located on servers maintained by third parties
over whom Stilwell’s Cottages Direct has no control and Stilwell’s
Cottages Direct accepts no liability arising from access to or use
of any material contained on those servers.
Any
complaints concerning Advertiser Content or Stilwell’s Cottages
Direct obligations under these Terms must be reported to Stilwell’s
Cottages Direct as soon as possible and in any event within 2 weeks
of the publication of the Advertising Content on the Website or in
the Paper Directory
Stilwell’s
Cottages Direct will make every effort to safeguard all materials
supplied (for example photographs, drawings, designs, advertisement
proofs, etc). However, Stilwell’s Cottages Direct cannot accept
liability if any such material is mislaid, lost, destroyed or
damaged in any way or form from any cause.
Stilwell’s
Cottages Direct is not a letting agent and is therefore in no way
responsible for the level of bookings received. Stilwell’s
Cottages Direct further cannot accept any liability for any claim,
damage, expense, loss or other sum whereby the Advertiser has
received unsatisfactory level of bookings.
Stilwell’s
Cottages Direct does not warrant that the Website will be constantly
available or uninterrupted.
Force
Majeure
If
either party cannot perform its respective obligations under these
Terms due to circumstances beyond its control (including but not
restricted to war, threat of war, civil strife, strikes and/or
industrial action, natural or nuclear disaster, fire, flood, snow,
extreme weather, epidemics, terrorist activity, government actions,
acts of god and all other similar events), the affected party shall
not be liable to the other party for any failure to perform its
obligations as long as it uses reasonable efforts to limit the effect
of such circumstances and resumes its obligations under these Terms
as soon as reasonably possible.
Data
Protection
The
Advertiser warrants that it shall at all times comply with
all
applicable laws and regulations relating to data privacy including,
without limitation, the General Data Protection Regulation ((EU)
2016/679)
“GDPR”.
Stilwell’s
Cottages Direct and the Advertiser are both Data Controllers (as
defined in the GDPR) in relation to the personal data of customers.
Without
limitation the Advertiser will provide customers with all of the
information that they must legally provide to them in connection with
the processing of their personal data at the times required by law.
The
Advertiser will provide Stilwell’s Cottages Direct with such
reasonable assistance as is necessary to enable Stilwell’s Cottages
Direct to comply with lawful requests (including access requests)
from customers in relation to their personal data and to help
Stilwell’s Cottages Direct to respond to requests from regulators.
The
Advertiser will at all times have processes in place to protect
customers’ personal data against loss, destruction, damage or
unauthorised access or use.
Please
see Stilwell’s Cottages Direct’s Privacy Notice which
explains how Stilwell’s Cottages Direct processes personal data.
Severability
If
any provision of this Agreement is held to be invalid or void for any
purpose, it shall for that purpose be deemed to be omitted from this
Agreement. Such omission shall not affect or prejudice the validity,
effectiveness or enforceability of the rest of the provisions of this
Agreement.
Waiver
The
rights of Stilwell’s Cottages Direct under this Agreement shall not
be prejudiced or restricted by any indulgence or forbearance extended
to The Advertiser. No waiver of any breach operates as a waiver
of any subsequent breach.
Law
and Jurisdiction
This
Agreement and all matters arising out of it shall be construed and
governed according to English law. The parties agree that any
dispute(s) they may have will be exclusively dealt with by the Courts
of England and Wales except in relation to any proceedings brought
against Stilwell’s Cottages Direct in any other jurisdiction which
involve or concern, in whole or part, the Arrangements. Stilwell’s
Cottages Direct shall be entitled to make The Advertiser a party to
any such proceedings.
Headings
The
headings in this Agreement are for reference purposes only and do not
form part of the Agreement. They shall not affect the
interpretation of this Agreement and are not to be deemed to be an
indication of the meaning of the clause to which they relate.
Variation
The
terms of this Agreement may be varied at any time and all subsequent
use of the Website will be governed by the newer version.
Inconsistency
In
the event of any conflict or inconsistency between the provisions of
these terms and conditions and those set out in any agreement
supplemental to this one, the relevant provision(s) of the
supplemental agreement shall prevail.
No
Partnership
Nothing
in the Contract shall create, or be deemed to create, a partnership
or joint venture between the Advertiser and Stilwell’s Cottages
Direct or the relationship of principal and agent between The
Advertiser and Stilwell’s Cottages Direct.
Third
Party Rights
No
person has any rights under this Contract save as may be set out in
it and the parties agree that the Contracts (Right of Third Parties)
Act 1999 is excluded.