Definitions
In these Conditions the following words shall have the following meanings.
"Owner" Means the Owner of any accommodation placed on the site
"Accommodation Provider" means the owner of the accommodation or property that is to be let
"Accommodation Agreement" means the Agreement between the Owner and the Holidaymaker; "The Accommodation " means any caravan, cottage, boat, apartment ,Tent or other accommodation of any description that is used to house guests for holiday purposes that becomes featured on the Site;
"Agreement" means the agreement between the "the accommodation Provider" and Latebreaks (UK) Ltd relating to the Owner of the accommodation placing accommodation information on the Web Site, which shall be governed by these Conditions;
"Latebreaks UK " means the trademark licenced to Latebreaks (UK) Ltd;
"LatebreaksUK.co.uk" means the domain name used by Latebreaks (UK) Ltd;
"Conditions" means the terms and conditions set out below; "Commission" means a Fee or Fees payable by the Owner to Latebreaks (UK) Ltd "Holiday Maker" means a visitor to the Site who accesses accommodation Information;
or a person who reserves accommodation through the Site.
"Confirm holidaymaker arrival" means the tick box on manage my bookings to confirm holidaymaker has arrived. "Holiday Price " means the total amount payable by the Holidaymaker to the Owner. This is inclusive of VAT and other taxes charged to the Customer but Nett of cancellation or travel insurance
"Cancellation insurance" is cancellation insurance bought by the holidaymaker from Latebreaks (UK) Ltd
" Travel insurance" is travel is insurance bought from Latebreaks (UK) Ltd
" Accommodation Information" means any information placed on the Site by the Owner relating to the accommodation including, but without limitation, details of the Accommodation its availability, Location, facilities and its price including awards and accreditations;
"LateBreaksUK" means Latebreaks (UK ) Limited (Company Number 07643105 incorporated in the United Kingdom) of Latebreaks (uk) Ltd, Aberdunant hall, Prenteg, Porthmadog, Gwynedd.
"Owner" means the owner, provider of the accommodation, or persons authorised to act on their behalf as provider, manager, operator or other formal partnership; "Trademark Licence Agreement" means the Trademark Licence Agreement to LateBreaks (UK)
"Site" means the websites found at www.latebreaksuk.co.uk & www.latebreaksusa.com and any other Latebreaks(UK) ltd affiliates or partners sites and on which its visitors to the site have an option to purchase holiday accommodation.

Interpretation
Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.

Any reference to a Clause shall mean a clause of these Conditions.

Placement of accommodation information on the website
a. In consideration of the payment of the Fee, Late Breaks (UK) Ltd shall permit the Owner to place accommodation Information on the Site, subject to the Owner complying with these Conditions.
b. These Conditions shall apply to the Agreement to the exclusion of any other terms and conditions.
c. The Owner shall be entitled to place Information on the Web Site following acceptance of these Conditions.
d.The Owner has no obligation to agree to continue to place accommodation Information on the Web Site and the Agreement shall terminate without liability on either party exept for any sums due by the Owner in accordance with of these Conditions if the Owner removes its accommodation Information or if Late Breaks (UK) Ltd terminates the Agreement.    

Accommodation Information
The Owner shall have exclusive responsibility for all Accommodation Information placed on the Site. The Owner warrants and represents that all Information shall be legal, honest, accurate and truthful and shall accurately represent the prices, standard, specifications and facilities of the accommodation and facilities;
The owner further agrees:-
a. That the information is kept up to date and updated regularly.
b. All accommodation entered onto the site is available to book, in the event of a double booking latebreaksuk bookings take priority.
c. not be deliberately misleading, breach any applicable law or regulation or code of practice.
d. not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other intellectual property rights of any third party
e. The Owner is not allowed to include on the Site any telephone number, contact details, icons or other references for any direct contact, identifying the Owner or its own website on the latebreaksuk site.
f. not be obscene, libellous or defamatory of any person, company or organisation
g. to comply with any instructions issued by LateBreaksUK about the use of the Site
h. To allow information to be input only by someone who is authorised to do so by the Owner.

Neither may any other websites be mentioned nor may any references be made to hyperlinks to any website of the Owner or of any third party. In case the Owner breaches this commitment, LateBreaksUK shall suspend the service provided by the Owner from the Site.

The owner is wholly responsible for ensuring that the accommodation and service provided to the customer is in keeping with the standards and facilities advertised at the time of booking. In the event that a customer is not satisfied with any element of the accommodation or service provided, the Owner must endeavour to rectify the situation immediately to the customer's satisfaction during their stay. In the event that a complaint is received from the customer directly after their stay and you have been unable to reach an agreement, Late Breaks (UK) Ltd customer services department should be forwarded a copy of the complaint and resolution agreed with the customer within 7 days of receipt of the original complaint. Where a complaint is received by LatebreaksUK following a customer's stay, LateBreaksUK will notify the Owner in writing within 48 hours of receipt. The Owner must provide feedback on all points raised within 7 days of receipt.
The owner will be liable for any compensation payments made to a customer as a result of failure to provide the services and accommodation up to the total value of the booking.

Not to charge or demand further monies for the accommodation or services other than what is stated in the accommodation information on the latebreaksUK site.

You must notify Latebreaksuk and the holidaymaker immediately on receipt of a booking that cannot be honoured. In the event that the wrong price is advertised on the Site and then booked, the owner must except the booking.

In the event that the Owner shall be called by latebreaksUK regarding the booking made by a Customer, calls may be recorded for monitoring and training purposes. In the event of a dispute regarding a booking, LatebreaksUK reserves the right to review any call information.

The Owner must communicate with LatebreaksUK any affected Customers if there is a change to the availability of to the standard of facilities including any planned building work.
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The website
The Owner shall:
(a) report to LateBreaksUK any suspected faults in or infiltration of the Site of which it may become aware as soon as such suspected faults or infiltration come to the Owner'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 Site and notify Late Breaks (UK) Ltd forthwith in the event of a third party stealing its password or using its account identification details.

Late Breaks (UK) Ltd shall take all necessary steps to ensure that the service and the Site remain fully functioning. However Late Breaks (UK) Ltd may at any time:
(a) suspend the availability of the 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 Site (or any part of it) for operational reasons;

The Owner agrees to the inclusion of Customer reviews, photos and/or videos, both comments and/or ratings;
(a) Late Breaks (UK) Ltd will send the Owner an email with a preview of any reviews due to be posted on the site at least 4 days prior to its appearance;
(b) objections to a customer review, photo and/or video must be made in writing within 48 hours of receiving the review. All complaints must be made in writing via review management link on "My bookings"
(c) in order to legally refute a review, photo and/or video the Owner must provide substantiating evidence to the contrary;
(d) the removal of a review, photo and/or video is at the discretion of Late Breaks (UK) Ltd, and our decision is final;
(e) any review which cannot be legally disproved will stand as a reasonable opinion of the customer;
(f) The Owner does have the right to reply to a contentious review posted by a Customer. All management responses are subject to vetting by Late Breaks (UK) Ltd
(g) Late Breaks (UK) Ltd agrees to provide the Owner with the customer booking reference number should they wish to address or dispute a review, photo and/or video;
(h) LateBreaksUK will not publish:
i. Any comment, photo and/or video that is inappropriate, using defamatory, vulgar or abusive language;
ii. Any review photo and/or video that contains any advertising;
iii. Any review photo and/or video which may disclose somebody's personal identity or details.

Ranking: The order in which the accommodation is listed on the Site, (the "Ranking"), is determined unilaterally by Late Breaks (UK) Ltd. This Ranking is automated and based on a number of factors including but not limited to: the occupancy given, discount, commission paid, customer review score, accommodation available, ratings and images. The Owner is able to positively influence its own Ranking by updating and amending any of these items. All ranking is generated automatically, no claim may be made against Late Breaks (UK) Ltd by the Owner in relation to the ranking.

The Owner endeavours to ensure their accommodation is kept to a good standard of cleanliness and health and safety. If guest reviews reflect continued low standards Late Breaks (UK) Ltd reserves the right to investigate and if necessary terminate the relationship.

Protection of Personal Data
The Owner acknowledges and agrees that any personal data (as defined by the Data Protection Act 1998) collected by Late Breaks (UK) Ltd from the Customer shall be processed and transmitted in compliance with Data Protection Act 1998, the European Directives 95/46 and 2002/58, as well as any other such legislation that substitutes complements and develops it (hereinafter referred to by its initials PDPR -Personal Data Protection Regulation).

Late Breaks (UK) Ltd and the Owner undertake and warrant to each other that they have implemented in accordance with all applicable data protection, the necessary organisation and technical security measures within their scope to guarantee personal data protection and avoid its alteration, loss, illegal use and non authorised access.

Any personal data which, in the use of this system, Late Breaks (UK) Ltd may disclose to the Owner shall be understood as obtained, treated and transmitted with strict observation of and in total compliance with the requirements set forth by PDPR.

Intellectual Property
Late Breaks (UK) Ltd shall own the copyright and all other intellectual property rights in the design, layout, text and graphics of the website www.latebreaksuk.co.uk including, but without limitation, the accommodation Information placed on the Late Breaks (UK) Ltd site by the Owner, and the Owner hereby assigns all such copyright in such accommodation and facility information to Late Breaks (UK) Ltd.

Late Breaks (UK) Ltd shall be entitled to re-supply the accommodation Information to third parties involved in the provision of accommodation availability information via any existing or future online media.

The names, images, pictures, logos and icons identifying Late Breaks (UK) Ltd, are, unless otherwise stated, intellectual property rights of Late Breaks (UK) Ltd. Other products, pictures, images, logos, and icons and company names mentioned on the Web Site may belong to other companies.

The Owner may not use any images, pictures, logos, materials or icons identifying Late Breaks (UK) Ltd or lateBreaksusa contained on Sites or otherwise without the prior written approval of Late Breaks (UK) Ltd.

Fee Booking Procedure and Accounts
The Owner shall pay to Late Breaks (UK) Ltd an agreed commission fee on the gross accommodation price on each booking made by a Customer via the site.

Value Added Tax (VAT) or other taxes applied by the government shall be added to the commission.

The Owner shall inform Late Breaks (UK) Ltd that the holidaymaker has arrived by ticking "confirm holidaymaker arrival"

Late Breaks (UK) Ltd shall issue an invoice for the fee plus the VAT and shall deduct the commission from the accommodation price received

Late Breaks (UK) Ltd shall transfer to the owner all monies received less the fee plus the VAT for the accommodation price paid by the holidaymaker on the next working day once the Owner has acknowledged the holidaymaker has arrived at the accommodation.

The Owner is responsible for all costs charged by the banks for the transfer of funds that may be levied by their bank.

The Owner agrees to the recording of all telephone calls, both inbound to any LateBreaksUK telephone number or telephone number of an Affiliate or partner of LateBreaksUK, and outbound from any LateBreaksUK member of staff or member staff of an Affiliate or Partner of LateBreaksUK.

LateBreaksUK reserves the right to update or amend these Conditions, and any update or amendment shall take effect 30 days after the date they are communicated to the Owner (such communications may be made by LateBreaksUK solely by email). If the Owner notifies LateBreaksUK that it objects to any update or amendment within 30 days of receiving any such communication from LateBreaksUK, LateBreaksUK reserves the right to terminate this Agreement immediately on notice but if LateBreaksUK does not exercise this right then such update or amendment shall not take effect. If no such objection is made by the Owner within 30 days LateBreaksUK will treat the fact that the Owner has continued to keep its accommodation Information on the Site as deemed acceptance of the update or amendment.

Warranty and Liability
LateBreaksUK shall provide the Site "as is". The Owner acknowledges and agrees that it is technically impossible for LateBreaksUK to provide the Site uninterrupted, free of faults or guarantee that the Site will not be infiltrated by unauthorised users or hackers.

Except as set out expressly in the Agreement, LateBreaksUK makes no warranties or representations either express or implied in relation to whole or any part of the 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 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 Site or otherwise are hereby expressly excluded from the Agreement to the extent permitted by law.

The Owner undertakes herein to supply to LateBreaksUK the best market rates.

The following provisions set out the entire liability of LateBreaksUK (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

LateBreaksUK' total liability in aggregate for any and all claims made against LateBreaksUK (howsoever arising) in contract, any claim under an indemnity, breach of statutory duty, (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 LateBreaksUK at the time that the event giving rise to the liability arises.

LateBreaksUK 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.

It is the Owner's responsibility to update or modify the accommodation cancellation policy on the LateBreaksUK "manage my bookings". The Owner undertakes to apply to LateBreaksUK the same cancellation policy across all competitive channels.

In the event of any of the customers' accommodation not being fulfilled as a result of an overbooking situation caused by the Owner, the Owner shall immediately notify LateBreaksUK and relocate the Customer to accommodation of the same or of a higher category, located in the same area and providing transfer to the selected Accommodation Establishment. The owner is still responsible for paying the commission due unless agreed with the Owner of the property that the guest is relocated to that the commission can be transferred in which case the Owner must supply LateBreaksUK with the information of which accomodation and the final price so commission can be calculated correctly.

The Owner shall indemnify LateBreaksUK 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 accommodation or other services offered by the Owner.

Warranty and Liability
Nothing in the Agreement shall operate to exclude or limit the liability of LateBreaksUK for death or personal injury caused by negligence.

9.2 The provisions of this Clause 9 shall survive the termination or expiry (for whatever reason) of this Agreement.

Health and Safety Certification
The Owner shall maintain adequate insurance cover with a reputable company or institution in respect of all accommodation provided against fire, and such other risks as are usually covered by a supplier or lease holder's comprehensive policy and all third party (public liability) risks, including, LateBreaksUK' liability arising directly or indirectly form or in conjunction with any claims in respect of (i) loss of, or damage to, any real or personal property; (ii) the personal injury, or death of, any person; (iii) third party property loss or damage; or (iv) its liability to third parties to whom it provides the accommodation services. LateBreaksUK have partnered with Towergate Bakers insurance and quotes are available through the site.

The Owner shall at LateBreaksUK' request provide existing evidence of such policies including a proof of validity of such insurance cover. The Owner undertakes to comply with all relevant laws, regulations and codes of practice including without limitation, those relating to hygiene, fire, safety, and security of persons, planning, permits and licensing, for the provision of the accommodation.

In addition to its obligation to comply with all applicable laws and regulations concerning fire and safety, the Owner shall ensure that all fire exits in the accommodation are clearly marked and accessible at all times and are not locked or other way blocked. Fire extinguishers and fitted smoke alarms shall be installed on all floors of the accommodation and they shall be regularly tested for proper operation. Printed instructions shall be displayed in English in a prominent position in the accommodation explaining the procedures to be followed in case of emergency.

Term and Termination
The Agreement shall continue until terminated by either party giving to the other party notice in writing by email at any time.

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;
(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;
d) ceases or threatens to cease to carry on its business or is otherwise unable to pay its debts as they fall due.

LateBreaksUK may terminate the agreement forthwith by notice in writing to the Owner for certain reasons, including but not limited to, the Owner:
1) posts incorrect or misleading information on the site;
2) fails to maintain information on the site resulting in overbooking situation of the accommodation of the Owner;
3) fails to accept a reservation at the price shown:
4) overcharges one or more customers;
5) fails to keep up to date and updating on a regular basis the information displayed on the Site including prices, standards, specifications and facilities of the accommodation.
6) fails to update information that is required due to system upgrades;
7) Is deliberately misleading, breach any applicable law or regulation or code of practice.
8) fails to acknowledge or respond in the appropriate manner to customer complaints or where LateBreaksUK receives a high level of complaints regarding standards or service
9) LateBreaksUK is keen to maintain a good relationship with the Owner, however if for any reason this relationship is not well maintained by the Owner, LateBreaksUK has the right to suspend or terminate the Agreement. 11.4 After expiry or termination of the Agreement for any reason LateBreaksUK shall be entitled to immediately remove the accommodation Information from the Site and the Owner will not be able to accept new reservations through the Site, and will not be visible on the Site. 11.5 The Owner undertakes without exception to notify LateBreaksUK immediately of any change of ownership, providing documentation and contact details for both the existing owner and purchaser.

General
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 minimise the effect of such causes.

The Owner will not without the prior written consent of LateBreaksUK assign, sub-contract or transfer the Agreement or any part of it to any other person

LateBreaksUK may without the prior written consent of the Owner assign, sub-contract or transfer the Agreement or any part of it to any other person.

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).

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.

Failure by LateBreaksUK to enforce any provision of the Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

Nothing in the Agreement or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Owner and LateBreaksUK nor shall authorise either party to enter into contractual relationships or incur obligations on behalf of the other party.

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.

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.

These Conditions and the Agreement represent the entire agreement between the parties relating to the placement of accommodation Information on the Site and supersede all prior agreements, arrangements and understandings relating thereto.

The Owner agrees that it will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of LateBreaksUK 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.

Nothing in the Agreement or these Conditions will exclude or limit the liability of the LateBreaksUK for fraudulent misrepresentation.

The Agreement and these Conditions shall be governed by and construed in accordance with the laws of England and Wales the Owner agrees to submit to the exclusive jurisdiction of the British courts.

The Owner accepts that LateBreaksUK will contact them with marketing and service messages. LateBreaksUK will provide the opportunity to opt out of these messages.