Host Terms & Conditions

1. General

1.1. Overnightly Limited is a company incorporated and registered in England and Wales (Company Number 14467084), whose registered office is at Cawley House, 149-155 Canal Street, Nottingham, Nottinghamshire, NG1 7HR ("Overnightly", "We", "Us" or "Our"). We operate the Overnightly Platform (as defined below). To contact Us, telephone Our team or email Us at stay@overnightly.com.

1.2. The Host is the accommodation provider or operator ("You" or "Your") entering into this agreement with Us.

1.3. You wish to use Our agency services to facilitate the short-term letting of the Accommodation on Your behalf.

1.4. These terms and conditions ("Terms") apply to Your use of Our Services and Our supply of Services to You. Together, Your order and these Terms constitute the Agreement between Us and You. By using the Overnightly Platform, accepting a Reservation, or continuing to list Accommodation with Us, You agree to be bound by these Terms. Acceptance of the Agreement may occur by any of the following means:

• (a) Clicking to accept or confirm these Terms via the Overnightly Platform;
• (b) Accepting or confirming a Reservation through the Overnightly Platform, by email, or by telephone;
• (c) Continuing to list Accommodation or accept Reservations after receiving a copy of these Terms.

The date on which acceptance first occurs by any of the above means shall be the Commencement Date, at which point the Agreement comes into existence. For the avoidance of doubt, a formal signature is not required for these Terms to be binding.

1.5. These Terms apply to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.6. The Agreement constitutes the entire agreement between You and Us in relation to its subject matter. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty not set out in the Agreement.

2. Definitions

In this Agreement, the following defined terms shall have the following meanings:

• "Accommodation" means Your accommodation which We have agreed to facilitate the sale of short-term occupation of, in accordance with this Agreement, which may include but is not limited to: serviced apartments, houses, company lets, corporate housing, shared houses or HMOs, hotels, aparthotels and temporary accommodation. This term shall be used interchangeably and any use shall be inclusive of all formats unless explicitly stated. Each reference to Accommodation can be both singular and plural.
• "Accommodation Fees" means the all-inclusive charges for Guest stays at the Accommodation under all Reservations as agreed between You and each Customer from time to time, including all charges for stays (including cleaning charges), all charges for utilities and service costs as set out in clause 6.1.4, and for any booking fees, cancellation fees and no-show fees, and including VAT and/or other taxes at applicable rates. For the avoidance of doubt, the Security Deposit shall be itemised separately from the Accommodation Fees.
• "Advanced Protection" means any per-Reservation damage protection insurance taken out by Us at Our sole option (subject to satisfactory Guest identity verification checks) covering damage over and above the amount of any Security Deposit held by Us.
• "Commission" means the sums payable to Us for the Services pursuant to clause 10.
• "Confidential Information" means any confidential, commercially sensitive or proprietary information of a party.
• "Customer" means any person, firm or company who makes a Reservation for or otherwise uses Accommodation pursuant to this Agreement.
• "Guest" means any guest under a Reservation.
• "Host Conditions of Stay" means any terms and conditions of stay to be adhered to by a Customer and Guests in relation to each Reservation.
• "Nominated Bank Account" means the bank account nominated by You for the receipt of income generated from Reservations.
• "Overnightly Platform" means the host portal at www.overnightly.com and any other domain name used by Us for the promotion of Our business, including any mobile application or alternative owned listing formats made available by Us.
• "Property Details" means all information and materials provided by You or obtained by Us in relation to the Accommodation and/or the facilities, services and amenities offered.
• "Reservation" means when a booking has been accepted and confirmed by You in accordance with this Agreement.
• "Security Deposit" means a payment made to Us by the Customer upon registration with Us as security against the cost of any damage caused by the Customer and/or Guests to any Accommodation booked through Us, up to the value specified in clause 9.7.
• "Services" means the promotion and sale of short-term occupation on Your behalf, acting as agent, of Your Accommodation and the performance of Our other obligations as set out in this Agreement.
• "Specification for Services" means the specification appearing on the Overnightly Platform at the date of Your Order Confirmation in all material respects, as amended from time to time in accordance with clause 5.2.

3. Appointment

3.1. Under this Agreement, You appoint Us as Your non-exclusive selling agent for the sale of short-term occupation and promotion of Your Accommodation.

3.2. We accept the appointment and agree to provide the Services. We shall be permitted to appoint sub-agents for the supply of Services, including but not limited to intermediary companies working with Us and booking Accommodation on behalf of third parties, including business travellers, travel management companies and relocation management companies.

3.3. In the event that the person entering into this Agreement is not the legal and beneficial owner of the Accommodation, by entering into this Agreement they warrant, represent and undertake that they have the authority to act on behalf of, and to bind, the owner of the Accommodation for the purposes of this Agreement.

4. Effective Date and Term

4.1. This Agreement will commence on the Commencement Date and will continue in full force and effect until terminated in accordance with clause 11.

5. Our Services

5.1. Subject to Our right to amend the Specification of Services (see clause 5.2), We will supply the Services to You in accordance with the Specification of Services.

5.2. We reserve the right to amend the Specification of Services if required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. We will notify You in advance of any such amendment.

5.3. We warrant that the Services will be provided using reasonable care and skill.

5.4. We will use Our reasonable endeavours to meet any performance dates agreed between the parties, but any such dates are estimates only and failure to perform the Services by such dates will not give You the right to terminate the Agreement.

5.5. If Our ability to perform the Services is prevented or delayed by any failure by You to fulfil any obligation under this Agreement ("Your Default"):

• (a) We will be entitled to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle Us to terminate the Agreement under clause 11;
• (b) We will not be responsible for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to perform the Services;
• (c) It will be Your responsibility to reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default.

5.6. If a problem arises or You are dissatisfied with the Services, please contact Us at stay@overnightly.com. We will endeavour to resolve any complaints promptly and fairly.

6. Minimum Standards for Accommodation

6.1. You shall provide the Accommodation in accordance with the following:

• 6.1.1. Let or rented out on a nightly basis (or as per the minimum stay requirement) in principally the same way as a hotel room.
• 6.1.2. Fully furnished, having a fully functioning and equipped kitchen, or as a minimum a kitchenette, and most importantly is serviced.
• 6.1.3. Meets the minimum service levels of: being fully cleaned with a regular change of all linen and towels (being at least once per week, or once every two weeks as set out in the Reservation, or at such intervals as agreed between the parties in writing from time to time and in any event between all changes of occupancy). Any difference in frequency should be agreed as part of the Reservation.
• 6.1.4. All utility and service costs except outgoing telephone calls shall be included in the Accommodation Fees.
• 6.1.5. Maintained at all times in a clean, tidy, reasonable and tenantable condition.
• 6.1.6. All relevant safety certificates shall be held and maintained, including but not limited to EICR (Electrical Installation Condition Report), Gas Safety Certificate, and any other applicable safety documentation. Copies of such certificates must be provided to Us upon request.
• 6.1.7. Emergency procedures must be documented and stored at the Accommodation in a location accessible to Guests. Details of the location of emergency procedures must be communicated to Us prior to the first Reservation.
• 6.1.8. Conform to all applicable planning, licensing, health and safety and other requirements as may be imposed 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 Accommodation is provided.

6.2. There is no requirement for the Accommodation to provide reception facilities or a meet and greet service. A self-check-in service is acceptable.

6.3. You shall provide emergency management and maintenance support, which shall as a minimum include an emergency telephone number available 24 hours a day, every day of the year.

6.4. Emergency Intervention. In the event of an emergency affecting the safety, security or reasonable habitability of the Accommodation (including but not limited to lockouts, gas leaks, water leaks, heating failures, electrical faults or security breaches), We will attempt to contact You using the emergency contact details provided. If We are unable to reach You or obtain a satisfactory response within 2 hours of Our first attempt to contact You (or sooner where there is an immediate risk to Guest safety), We reserve the right, acting reasonably and in good faith, to:

• (a) Instruct and engage a suitably qualified third-party contractor (such as a locksmith, gas engineer, plumber, electrician or emergency repair service) to attend the Accommodation and carry out such works as are reasonably necessary to resolve the emergency;
• (b) Authorise expenditure of up to £500 (excluding VAT) per incident without Your prior approval, provided that We will use reasonable endeavours to obtain competitive pricing and will instruct only appropriately qualified professionals;
• (c) For expenditure exceeding £500 per incident, We will continue to attempt to contact You for authorisation. However, where there is an immediate risk to Guest safety or to prevent further damage to the Accommodation, We may authorise such additional expenditure as is reasonably necessary;
• (d) Invoice You for all costs reasonably incurred under this clause, which shall be payable within 14 days of the date of invoice. We may, at Our discretion, deduct such costs from any Balancing Payment due to You.

6.5. We will provide You with full details of any emergency intervention carried out under clause 6.4, including the nature of the emergency, the contractor engaged, works carried out, and costs incurred, within 48 hours of the intervention.

6.6. You acknowledge that Our exercise of the rights under clause 6.4 is intended to protect Guest welfare, preserve the Accommodation, and maintain service standards, and You agree not to hold Us liable for any reasonable actions taken in good faith under this clause.

7. Your Obligations

7.1. You shall cooperate with Us in a timely manner in all matters relating to the Services. You will provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

7.2. You shall provide full information to Us in relation to the Accommodation including the Property Details and any Host Conditions of Stay. You undertake that all information, materials and Property Details that You provide to Us are lawful, accurate, complete and not misleading and that You shall immediately inform Us of any changes or inaccuracies. We will use all reasonable endeavours to ensure that We do not host any unlawful information and will act expeditiously to remove or disable any such information upon becoming aware of the same.

7.3. You shall ensure that any repayments or refunds due are paid to Us in a timely manner and in any event within a maximum of 5 business days.

7.4. You shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

7.5. You shall provide the Accommodation (and any agreed services or extras) to the Customers strictly in accordance with the terms of the Reservation.

7.6. If You fail to provide the Accommodation in accordance with a Reservation, You shall source suitable alternative accommodation of the same or higher standard. In the event that the fees for the alternative accommodation are higher than the Accommodation Fees, the difference will be Your sole responsibility.

7.7. You shall operate, select and offer a cancellation policy for each Reservation permitting any Customer to cancel or amend a confirmed Reservation. We shall have no liability for any loss arising from any such cancellation or amendment.

7.8. You shall keep Us fully informed of any feedback received from any Customer regarding the Accommodation and inform Us within one working day of any complaints received.

7.9. You shall provide any assistance reasonably required by Us and further agree to respond to Us within the time frame specified by Us (acting reasonably) of any requests concerning a Customer, the Accommodation or a Reservation.

7.10. You accept that We give no warranty that:

• (a) The content placed on the Overnightly Platform will meet the requirements of any user of the Overnightly Platform;
• (b) Access to the Overnightly Platform will be uninterrupted, timely, secure, or error-free.

7.11. Anti-Circumvention. You shall not circumvent Us in any way in which We may be directly or indirectly negatively commercially affected. You agree not to contact, initiate contact with, or attempt to do business with, at any time for any purpose, either directly or indirectly, any Customers, Guests, bookers, employees, agents or other related parties of any Reservation introduced by Us, for the purpose of circumventing Us, the result of which shall be to prevent Us from realising a profit, fees or otherwise, without Our specific written approval. Where such approval is given, in Our sole discretion, it shall be given in writing on a case-by-case basis. If such circumvention occurs without Our approval:

• (a) You will pay to Us a fee equal to the Commission or fee We would have realised in such transaction, plus any costs, losses or expenses We incur on enforcement;
• (b) You shall also be liable to Us for any Commission or fee We would have otherwise realised in future transactions with such Customers, Guests, bookers, employees, agents or other related parties, including but not limited to any loss of goodwill, loss of profits, loss of sales or business, loss of agreements or contracts, or loss of anticipated savings or expenses.

To avoid uncertainty, this applies not only to Reservations, but extends to any prospective business opportunity, contact or information directly introduced or disclosed to You by Us.

7.12. Damage Reporting and Responsibility. You acknowledge that general wear and tear, losses incurred through acts of nature, and maintenance are Your responsibility and shall not be treated as damages. In the event of loss or damage incurred solely from the Customer and/or Guests under a Reservation:

• (a) You must inform Us within 48 hours of Guest checkout, including photographic evidence of all items;
• (b) Within a further 24 hours, You shall provide an itemised outline of resolution, replacement or repair of the stated damages;
• (c) Any items raised outside of these timescales shall no longer be eligible for a damages claim against the Customer, the Security Deposit or Advanced Protection (where applicable), unless an agreed extension is granted in writing by Us;
• (d) After completing the above process, We will aim to facilitate an agreeable resolution between the Customer and You. In the event of an unsuccessful resolution within 48 hours, You may communicate directly with the Customer in respect of such damage;
• (e) For the avoidance of doubt, We shall have no liability to You for any damage (accidental, malicious or otherwise) to the Accommodation arising from a Reservation. Our only obligation in respect of the same is to invoice the Customer and/or administer the payment of the Security Deposit and Advanced Protection (where applicable).

8. Bookings and Enquiries from Customers

8.1. Following receipt of a booking enquiry from a prospective Customer, We shall inform You of the same via the Overnightly Platform unless, in Our reasonable opinion, We consider the Accommodation inappropriate for the prospective Customer's needs.

8.2. You shall follow Our enquiry and booking process on the Overnightly Platform. Where You offer Accommodation following a booking enquiry and such offer is accepted by a prospective Customer and by You, the booking shall become a Reservation. We shall confirm the Reservation to You, and such Reservation shall be on and subject to these Terms. You shall provide Us with all information that We are required to make available to the Guest in respect of the Reservation.

8.3. All Reservations are binding on You from the time that the Reservation confirmation is submitted on the Overnightly Platform, or the time the Reservation is confirmed by email or otherwise to You. Where the confirmation is submitted to You otherwise than in writing, We will follow up the confirmation in writing. You acknowledge that Our confirmation to You is the point at which You enter into a contractual relationship with the Customer.

8.4. We provide no guarantee or warranty as to the number of Reservations that We may facilitate.

8.5. We shall not be obliged to advertise or promote Your Accommodation on the Overnightly Platform or otherwise.

8.6. We may undertake:

• (a) Appropriate Customer and Guest identity verification, including right to rent checks where applicable;
• (b) Customer and Guest credit checks;

from time to time as set out in Our Specification of Services.

9. Accommodation Fees and Conditions of Stay

9.1. You shall provide Us with a list of Accommodation Fees as a base rate for each Accommodation, which shall be valid for the period 1st January to 31st December each year and shall be sent to Us no later than 30th November of the preceding year.

9.2. Any amendment to the list of Accommodation Fees during the year must be notified by You to Us with at least 30 days' written notice. We shall update the Accommodation Fees in Our reservation system and on the Overnightly Platform within 14 days of receipt.

9.3. If the Accommodation is located in the United Kingdom, it is expected that You will apply the reduced rate of VAT from the 29th consecutive night onwards. You shall notify Us of Your VAT policy at the time that the Accommodation Fees are provided to Us.

9.4. You will have the opportunity to set Your pricing on each booking prior to the booking being confirmed by Us as a Reservation.

9.5. Accommodation Fees should be provided inclusive of Commission and taxes. All applicable taxes must be clearly stated on the list of Accommodation Fees.

9.6. For each Reservation, We shall act as Your payment processing agent, facilitating and receiving payment from the Customer of the Accommodation Fees on Your behalf.

9.7. Each Customer is required to submit a Security Deposit to Us during Our registration process. Such Security Deposit is held by Us as security against damage caused by any Customer and/or Guest to any Accommodation booked through Us. With each Reservation, We may also (at Our sole option) take out Advanced Protection. For the avoidance of doubt, the Security Deposit shall cover a maximum damages sum of £500. In the event of any loss or damage to Your Accommodation, You shall follow the process set out in clause 7.12. We will invoice the Customer for any evidenced loss or damage and, where such invoice remains unpaid, We will administer the payment to You of the Security Deposit and Advanced Protection (where available). For the avoidance of doubt, save where We at Our sole discretion take out Advanced Protection, the Customer is liable for all loss and damage during any Reservation. Advanced Protection (where taken out) is available on a per-Reservation basis and may only be claimed a maximum of once per Reservation.

9.8. We agree that, where You have any Host Conditions of Stay, We will make these available to the Customer for each Reservation. A copy of the Host Conditions of Stay must be provided to Us immediately upon entering into this Agreement, and thereafter within one working day of a request from Us. In the event that Host Conditions of Stay are not provided, Our default Customer terms and conditions will apply.

10. Fees and Payment

10.1. In consideration of Us providing the Services, You shall pay Us Commission in accordance with this clause 10. Commission shall be due on Accommodation Fees. The Commission shall be payable at the percentage rate agreed between Us and You, which is agreed prior to the booking being confirmed by Us as a Reservation.

10.2. We will pay You the Accommodation Fee minus Our Commission ("Balancing Payment"). All Accommodation Fees will be clearly visible on each Accommodation offer prior to You confirming a booking.

10.3. We shall be entitled to deduct the Commission from the payment to Us of the Accommodation Fees for each Reservation (or shall otherwise invoice You if a deduction cannot be made for any reason). Upon request, We will provide a VAT receipt in respect of the Commission within 7 business days of processing payment of the Accommodation Fees.

10.4. Where possible, We shall forward the Balancing Payment prior to or within 7 business days of Guest arrival and check-in. We will forward the Balancing Payment directly to Your Nominated Bank Account, or by other agreed method.

10.5. Where You are VAT registered, You will provide to Us an appropriate VAT invoice itemising the Accommodation Fee and any VAT and other sales tax. You shall send all such invoices to Us electronically, marked for the attention of the Customer (with relevant booking number if contact details are not available) but "care of" Overnightly Limited as disclosed agent in respect of a Reservation.

10.6. For Reservations of 14 nights or less, We will pay the whole amount in one transaction.

10.7. For Reservations of 15 nights or more, We will pay You monthly (or at such intervals as We may otherwise agree). Invoices (where required by Us under clause 10.5) should be issued to Us on the later of the day that the Reservation is made or on Our request for an invoice for the first period, and then on the agreed cadence thereafter. Payment schedules will be visible within the booking area on the Overnightly Platform.

11. Termination and Effect of Termination

11.1. Either party shall, by giving notice in writing to the other, be entitled to terminate this Agreement with immediate effect:

• (a) 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;
• (b) 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.

11.2. 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.

11.3. 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 in respect of such Reservations shall survive termination and be enforceable notwithstanding it.

11.4. In the event of termination, You shall immediately return or (at Our direction) destroy all of Our Confidential Information.

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

12. Intellectual Property

12.1. All intellectual property rights in or arising out of or in connection with the Services, including the Overnightly Platform (other than intellectual property rights in any materials provided by You), will be owned by Us (and where relevant Our licensors).

12.2. You grant to Us a fully paid up, worldwide, non-exclusive, royalty-free licence to use all Property Details and materials that You provide to Us in relation to the Accommodation for the advertisement and promotion of the Accommodation on the Overnightly Platform and elsewhere, and to modify and adapt the same as We deem appropriate for the purposes of advertising and promoting the Accommodation.

12.3. Marketing Rights. Without limiting clause 12.2, You agree that We may, for the purpose of promoting the Accommodation and generating Reservations:

• (a) Advertise and list the Accommodation on the Overnightly Platform, Our social media channels, and any marketing channels We operate;
• (b) Use, reproduce and display any photographs, images, descriptions, virtual tours, video content or other marketing materials relating to the Accommodation that You have published on any third-party platform or listing site (including but not limited to Airbnb, Booking.com, Rightmove, SpareRoom or similar), and You warrant that You have the right to grant such permission or that such materials are Yours to licence. You hereby grant Us a fully paid up, worldwide, non-exclusive, royalty-free licence to use such materials on the Overnightly Platform and in Our marketing activities;
• (c) Create, commission or generate Our own descriptions, imagery, virtual tours, video content and other marketing materials relating to the Accommodation, provided that such materials are not false or misleading;
• (d) Photograph, film or otherwise record the Accommodation (with reasonable prior notice to You) for use in Our marketing and promotional materials;
• (e) Use the name, address and general description of the Accommodation in any advertising, marketing or promotional context.

12.4. Any marketing materials created by Us under clause 12.3 (other than materials derived from Property Details provided by You) shall be owned by Us. You shall not use any such materials without Our prior written consent.

12.5. The licence granted under clauses 12.2 and 12.3 shall survive termination of this Agreement for a period of 30 days, to allow for the orderly removal of listings and marketing materials. We will use reasonable endeavours to remove all active listings and marketing materials relating to Your Accommodation within 30 days of the effective date of termination.

12.6. You warrant and represent that You own all intellectual property rights in any Property Details and materials that You supply to Us and that any use of such Property Details or materials by Us in accordance with this Agreement shall not infringe the intellectual property rights of any third party. For the purpose of this clause 12, intellectual property rights shall include but not be limited to copyright, trademarks (registered or unregistered), brand, design rights, database rights, patents and Confidential Information.

13. Data Protection

13.1. We will process Your personal data in accordance with Our Privacy Policy, the terms of which are incorporated into this Agreement.

13.2. To the extent that any personal data of Guests is shared between You and Us (both acting as data controllers) in the performance of this Agreement, You and We both agree to:

• (a) Use such personal data solely for the purpose of this Agreement, including the booking of and stay at the Accommodation; and
• (b) Comply with all applicable obligations placed upon us by the UK GDPR and the Data Protection Act 2018.

13.3. You agree to comply at all times with all applicable obligations placed upon You by the UK GDPR and the Data Protection Act 2018 with regard to Your collection and handling of Guest personal data.

14. Liability

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

14.2. Subject to clause 14.1, We shall not be liable to You whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any loss of profit, savings, use of money, business, goodwill or reputation whether such losses are direct or indirect, or for any indirect or consequential loss.

14.3. Subject to clause 14.1, in relation to each Reservation, Our liability shall be limited to the Commission paid to Us in respect of that Reservation. To the extent the liability does not relate to a particular Reservation, Our liability to You shall not in any given year exceed the total Commission paid by You during such year.

14.4. Save as expressly provided, We shall not carry out any checks during the Reservation in relation to the Customers or Guests 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 Accommodation.

14.5. Without limiting clause 14.4, We shall have no liability to You for any loss, theft or damage to the Accommodation or its contents arising from or contributed to by the acts or omissions of any Customer or Guest during a Reservation, including but not limited to any failure by a Customer or Guest to adequately secure the Accommodation. Our obligation in respect of such matters is limited to: (a) including appropriate security obligations within Our Customer Booking Terms & Conditions; (b) administering the Security Deposit and Advanced Protection claims process in accordance with clause 9.7; and (c) invoicing the Customer for verified loss or damage in accordance with clause 7.12. You acknowledge that the recovery of any sums from the Customer beyond the Security Deposit and any Advanced Protection is not guaranteed and remains the Customer's liability.

14.6. You shall indemnify Us in full for any liability, damages, costs, losses, expenses or other sums incurred by Us in connection with a Reservation or booking.

15. Indemnity

15.1. Without prejudice to any other provision in this Agreement, You shall indemnify Us for the full amount of all damages, expenses, losses, compensation, demands, actions, liabilities, fines, costs (including legal costs) which We incur or pay to any Customers, employees, agents and/or representatives and/or any third party (including Our own legal costs) or authority as a direct result of:

• (a) Any breach by You of Your obligations expressed or implied under this Agreement and/or any act(s) and/or default(s) of Yours and/or any person(s) provided or used (directly or indirectly) by You; or
• (b) Any failure by You to reach the standard agreed with Us, to include by way of example only: any failures or deficiency in the standard of quality of the Accommodation, absence or alteration to the Accommodation, or lack of cleanliness, hygiene or safety for any reason or any period, or any other reason whatsoever in connection with this Agreement or use of the Accommodation by a third party.

15.2. The indemnity at clause 14.5 and 15.1 shall survive the termination of this Agreement for any reason.

16. Insurance

16.1. You shall as a minimum maintain, for the duration of this Agreement, with a reputable insurance company, public liability insurance to a minimum of £1 million (or local equivalent), to cover injury and damage to third parties and their belongings whilst in the Accommodation. The responsibility of insuring contents and building lies with You. In both cases, the insurer must be notified by You that the premises will be let.

16.2. You will, on Our request, supply Us with evidence of such valid insurance cover.

17. Confidentiality

17.1. We each undertake that We will not at any time during the Agreement, and for a period of one year after termination of the Agreement, disclose to any person any Confidential Information concerning one another's business, affairs, customers, Customers or suppliers, except as permitted by clause 17.2.

17.2. We each may disclose the other's Confidential Information:

• (a) To such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Agreement. We will each ensure that such persons comply with this clause 17; and
• (b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3. Each of Us may only use the other's Confidential Information for the purpose of fulfilling our respective obligations under this Agreement.

18. Force Majeure

18.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under this Agreement that is caused by any act or event beyond Our reasonable control ("Event Outside Our Control"), including but not limited to: war, threat of war, terrorism, civil strife, pandemic, epidemic, government action, natural disaster, fire, chemical or biological disaster, industrial dispute, or adverse weather.

18.2. If an Event Outside Our Control takes place that affects the performance of Our obligations:

• (a) We will contact You as soon as reasonably possible to notify You; and
• (b) Our obligations will be suspended and the time for performance will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services after the event is over.

19. General

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

19.2. In the event of any change of ownership of the business of the Host, You shall notify Us immediately and shall, with Our prior consent, transfer Your obligations under this Agreement to the new owner. Should We not consent to the transfer, We shall be entitled to immediately terminate this Agreement upon giving written notice to You, without liability.

19.3. We may assign or transfer Our rights and obligations under this Agreement to another entity. You may only assign or transfer Your rights or obligations to a third party with Our prior written agreement.

19.4. 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.

19.5. Amendments to These Terms. We reserve the right to amend, update or replace these Terms from time to time. Where We make material changes, We will provide You with no less than 30 days' written notice (by email to the address associated with Your account or via the Overnightly Platform) before the amended Terms take effect. The notice will summarise the key changes being made. If You continue to list Accommodation on the Overnightly Platform or accept Reservations after the amended Terms take effect, You will be deemed to have accepted the amended Terms. If You do not agree to the amended Terms, You may terminate this Agreement in accordance with clause 11.2 before the effective date, and any existing Reservations will continue to be governed by the Terms in force at the time those Reservations were confirmed. The current version of these Terms, including the date of last update, will always be available on the Overnightly Platform.

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

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

19.8. Any and all rights (express or implied) conferred upon any third party to this Agreement by the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

19.9. 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.