Membership terms & conditions
INTRODUCTION
Sawday’s is committed to promoting not only special and exciting places to stay, but doing so in an environmentally and socially responsible way. We're delighted that you, our Members, want to be a part of what we are trying to do and we hope that this will be a fun and rewarding relationship for all involved.
This document describes the Terms and Conditions for Members receiving Services from Sawday’s. In particular, it describes the responsibility of Members to update the information for their place using the Members’ Area on Sawday’s website. The information you provide will be used for all Sawday’s platforms including publication in books. It is therefore essential that Members read and follow these requirements.
Our approach is always to be open, available, honest and fair. We work in partnership with Members, and try to be as flexible and supportive as possible. We will aim to work in this way at all times, with Members as well as our guests and suppliers. We want to keep things as simple as possible for all parties, but understand the need for some things to be set out clearly for everyone’s benefit.
And so, with apologies for having to be more formal than we like, here is the small print.
DEFINITIONS
Member: the owner of the Place (also referred to as ‘you’ and ‘your’) entering into this Agreement for receipt of the Services
Members’ Area: the area of Sawday’s website within which Members manage content for their Place
Membership: the Member’s annual subscription for the Services in respect of each Place
Place: the Member’s special place(s) in respect of which Sawday’s provides Services
Platforms: the ways Sawday’s promotes Places and communicates with guests including but not limited to websites, books, apps, ebooks, newsletters and magazines
Sawday’s: Alastair Sawday Publishing Ltd. (also referred to as ‘we’ , ‘our’ and ‘us’), the provider of the Services
Services: the promotion of the Place via the Platforms and any related services Sawday’s agrees to provide
SERVICES
Where Sawday’s agrees to include the Place on its Platforms, and subject to satisfactory completion of any preparatory and pre-qualification steps (including but not limited to inspection and review of the Place, provision of all information and documentation required from the Member and payment of all applicable fees), Sawday’s shall provide the Services to the Member.
Sawday’s warrants that the Services shall be provided with all reasonable care and skill. However, we do not warrant, undertake or represent that the provision of the Services will be uninterrupted or error-free, or that the Place will be visible on any or all of the Platforms at any given time. No guarantees are given that the performance of the Services will achieve any particular results or benefits for the Member.
Sawday’s shall have full discretion to determine the manner and format in which the Place shall be promoted and the Platforms via which the Services shall be performed.
INTELLECTUAL PROPERTY RIGHTS
Photos and Other Materials
The Member shall provide and/or allow Sawday’s to take photographs of the Place and the surrounding area in order to enable Sawday’s to provide the Services. The Member may also provide ‘points of interest’ and details related to the same for inclusion on the Platforms.
The Member warrants and represents that the photographs and materials you supply shall be owned by you, or that you have a valid licence to use those photographs and materials and grant us the rights to use them in accordance with this Agreement. You also warrant and represent that the photographs and materials are an accurate representation and/or description of the Place and/or other locations depicted in them.
You agree to indemnify Sawday's and keep us indemnified against any claims, damages, losses, costs and expenses arising out of or in connection with any third party claim that our use of the photographs, materials, information and/or descriptions supplied by you infringe that third party’s rights.
Sawday’s shall be the owners of any photographs taken by us or our representatives. In relation to photographs and materials (including ‘points of interest’ descriptions) supplied by you, you grant us a non-exclusive, perpetual, irrevocable, worldwide licence (including the right to sub-licence) to use those photographs and materials as we see fit on our Platforms, or on any other medium from time to time, as well as the right to modify or adapt those photographs and materials as we see fit, including for our own promotional purposes.
Place Descriptions
Sawday’s owns the copyright on the description of Members' Places (the ‘write up’ or ‘review’) and Members must not use any part of it without clearly attributing it to Sawday’s. The descriptions of your Place are subjective and cannot be changed unless there are clear factual inaccuracies. If factual inaccuracies are discovered, please contact our Membership team on +44 (0)117 204 7810 to discuss how these should be amended.
The subjective description or ‘write up’ of the Member’s Place reflects the personal opinion of our inspector who visited the Place. You acknowledge and agree that it is meant to be a reliable and honest description of the character and features of your Place and is therefore distinct from marketing materials. Sawday’s shall not be liable for any loss of business you may incur due to the description of the Place.
Platforms
Sawday’s owns (or licenses) all intellectual property rights worldwide (including but not limited to copyright, trademarks, design rights, database rights, know-how, and goodwill) in its website(s), book(s) and other media, as well as any data, documents and materials developed or generated by it as a result of the performance of the Services. The Member obtains no rights in the foregoing under this Agreement.
Sawday’s may, at its sole discretion, alter the Platforms via which it performs the Services, including by the removal, addition or modification of any Platform. In particular, Sawday’s may change the structure, layout, design and/or content of its website(s) at any time. In the event of a material change, we will endeavour to let you know about the change in advance but this may not always be practicable.
MEMBERS’ RESPONSIBILITIES
Access to the Members’ Area is the medium through which Members are fully responsible for updating the information displayed on Sawday’s Platforms (including the Sawday’s website and books).
It is the responsibility of Members to make sure all the content in the Members’ Area (written, map or photographic) for their Place is complete, accurate and up to date.
User ID
Sawday’s will provide Members with a user identity and password, which allows them to access the Members’ Area. Members must keep the user ID and password confidential and not disclose it to any person other than those who need to have access to the Members’ Area. Members should immediately notify Sawday’s of any (suspected) security breach or improper use.
Changes
Members have responsibility for any changes to their content attributed to the use of their account. If anyone other than a member of Sawday’s team uses the Member’s login details to gain access to the Member’s area and subsequently makes changes to the Member’s account or content, those changes are the responsibility of the Member. All changes will be recorded within the change log.
If Members’ desired changes cannot be made on the Members’ Area, it is the responsibility of the Member to contact Sawday’s and request the changes to be made by us. When associated with a publication, this must be done within Sawday’s published deadlines.
Sawday’s will not be liable for any missing, inaccurate or incomplete content as a result of any changes made by the Member or via the Member’s account, or for any failure by the Member to submit changes within Sawday’s published deadlines.
Accuracy
Although Sawday’s will use all reasonable skill and care in performing Services, we do not represent, warrant or undertake that information published via the Platforms is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors) in the information. Each Member remains responsible for the accuracy, completeness and correctness of the information displayed on the Platforms, including checking the accuracy of map positions. Should there be inaccuracies in elements that cannot be amended via the Members’ Area, please contact Sawday’s Membership on +44 (0)117 204 7810.
Sawday’s will not be responsible for any complaints relating to inaccuracies in data provided by Members via the Members' Area.
Book publication
Sawday’s will endeavour to provide at least 30 days’ notice prior to a print publication deadline at which point it is the Members’ responsibility to check the accuracy of the information for their Place and promptly notify Sawday’s of any inaccurate information. At the publicised deadline, it is assumed that the Member has checked the information and this will therefore form the basis of content for publications. Changes to the web pages can be implemented at any time.
Photographs
Information provided by Members for inclusion on the Platforms (website, books etc.) shall include a minimum of 2 photos (and a maximum of 20 photos).
Sawday’s is not responsible for the quality of photos shown on the Member’s page. In the interests of using only the best photos to promote Members' Places, Sawday’s will decide which photos to use out of those submitted by Members, and will edit them where necessary to enhance the quality. All photos and other information supplied need to comply with formats and standards provided by Sawday’s.
Points of Interest
Any points of interest added by the Member shall not contain any telephone or fax numbers or email (including Skype) address or social media website/app/platforms (including Twitter and Facebook). Sawday’s reserve the right to edit or exclude any information if it is deemed incorrect or incomplete or in violation of the terms and conditions of this Agreement.
Member's Liability
The Member acknowledges and agrees that Sawday’s provides a promotional service only and has no control over or responsibility for the actions or omissions of any third parties as a result of the Services, including third parties who contact the Member in connection with the Place, make bookings, and/or visit the Place.
Without prejudice to the generality of the foregoing, Sawday’s cannot be liable for any attempt made by third parties to scam or defraud the Member in connection with its use of the Services and inclusion on the Platforms. The Member is solely responsible for satisfying itself as to the identity and trustworthiness of third parties and those contacting the Member in connection with its Place or the receipt of the Services.
The Member is wholly responsible for the management and administration of its Place, for its dealings with guests, and for compliance with all applicable laws and regulations. In particular, the Member is responsible for complying with all necessary planning, licensing, fire and other regulations relating to receiving paying guests in their Place and grounds. The Member warrants that the Place shall at all times comply with all necessary standards and codes.
Sawday’s is not responsible for (and the Member shall indemnify Sawday’s against) any liabilities, costs, expenses (including, without limitation, reasonable legal fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, in connection with:
i) any and all claims made by any third party arising out of or in connection with the Member’s use of the Services (including but not limited to claims relating to inaccurate, erroneous or misleading information being provided via the Platforms or by the Member) except in the case of Sawday’s negligence;
ii) claims made by any third party arising out of or in connection with the Place (including but not limited to claims relating to a booking or a stay at the Place);
iii) any and all other third party claims which are wholly or partly attributable to the Member’s action or omission whether arising due to breach of contract, tort, fraud, wilful misconduct, negligence or otherwise.
Maintenance and Changes to Places
Members are responsible for the maintenance and servicing of their Place to ensure that the experience provided is as special as possible for every guest, whatever the season or the duration of their stay.
It is the responsibility of the Member to inform Sawday’s about any changes to the Place, facilities and surroundings which may affect the accuracy of the material on the Platforms or adversely affect the experience of guests. If deemed necessary by Sawday’s, additional inspections may be necessary.
Sawday’s reserves the right to suspend or to withdraw the advertising of the Member’s Place on Sawday’s website and other Platforms if the changes are deemed to be adverse to the Guests’ enjoyment or if the Member otherwise breaches this Agreement.
Editing and Translating Member Information
Information provided by Members may be edited or modified by Sawday’s and translated into other languages.
The rights in any edited and translated content shall belong to Sawday’s and be for the exclusive use of Sawday’s on the Platforms and must not be used by Members for any other distribution or sales channel or purposes.
COMPLAINTS AND COMPENSATION
Guest Complaints
Complaints or claims made by guests in respect of any Place are to be dealt with by Members, without mediation by or interference of Sawday’s. As part of the on-going relationship with Members, Sawday’s may agree to try to resolve any disputes and so may act as intermediary between Members and guests, should this be requested. However, Sawday’s are not able to act in a legal capacity and any advice must be taken as our opinion only.
Sawday’s encourages guests to give feedback on all the Places that they visit and may publicise feedback on any of the Platforms. Sawday’s does not usually publish negative feedback but may share such feedback with the Member, in which case the Member shall provide Sawday’s with its response to the feedback and shall take any remedial action necessary to address any negative comments. Sawday’s recognise that negative feedback will not always be true or representative of everyone’s experience and so we try to investigate all negative feedback to judge whether it is justified or not. Should Sawday’s receive one or more legitimate and serious complaint or piece of negative feedback from one or more guest Sawday’s is entitled to immediately suspend or withdraw its Services to the Member unless and until it is reasonably satisfied that the Member has taken all steps necessary to address the complaint(s) or negative feedback.
Sawday's Liability
Sawday’s shall not be liable for the following loss or damage, whether direct or indirect, howsoever caused and whether or not foreseeable by the parties: economic loss including administrative and overhead costs, loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of every description.
Except in relation to liabilities for death or personal injury caused by its negligence, fraud and any other liabilities it cannot legally exclude or limit, Sawday’s total liability under this agreement, whether arising out of breach of contract, negligence or breach of statute, shall not exceed the value of the remaining Membership subscription period for which the Member has paid at the time any claim is made.
Any implied or statutory warranties in relation to the Services are excluded from this Agreement to the fullest extent permitted by law.
THIRD PARTIES
In no event shall Sawday’s be liable for any acts or omissions on the part of any third party Platforms used in connection with the Services. The exclusive remedy for Members in respect of such third party Platforms is (i) to request Sawday’s (which has the right and not the obligation) to disable and disconnect from the third party Platform, or (ii) the termination of this Agreement with Sawday’s, all in accordance with the terms of this Agreement.
TERMS OF AGREEMENT
Payment
The Member shall pay any fees due under this Agreement within 30 days of an invoice or other request for payment. The membership fee shall be payable prior to activation of the Member’s Place and thereafter on an annual basis. Sawday’s shall have the right to increase the annual membership fee at any time.
In the event of late payment of any fees due under this Agreement, Sawday’s shall be entitled to deactivate the listing of the Member’s Place and suspend access to the Members’ Area until such fees are paid in full.
In the event that fees are not paid on the due date for payment, Sawday’s shall be entitled to charge interest on the overdue amount at a rate of 4% per annum above the base rate of the Bank of England from time to time. Such interest shall be payable in addition to the overdue fees.
Payment by Direct Debit:
Payment by direct debit is a way of spreading the cost of your fee over 10 instalments and is still a commitment to the 12-month membership fee. Should you choose to stop your membership during your direct debit schedule the remaining balance will be due.
Term
Unless agreed otherwise, this Agreement shall commence on the date of payment for Services and be effective for 1 year, unless terminated by either Party in accordance with the section below. Thereafter, the Agreement shall automatically renew for successive 1 year periods unless terminated in accordance with the section below.
Termination
Either party may terminate this Agreement by giving no less than 30 days’ prior written notice to the other, provided that no refund shall be given of any fees for the remaining Membership period in this case.
Termination
Both Parties may terminate this Agreement with immediate effect. However, no refunds will be due unless it can be demonstrated that Sawday’s is in breach of other clauses within this agreement. Sawday’s does, however, reserve the right to remove any Member’s Places that do not continue to meet our criteria or the terms of this Agreement.
Either party may terminate this Agreement with immediate effect by giving written notice to the other if the other:
i) commits a material breach of any term of this Agreement and (if remediable) fails to remedy the breach within 14 days of receiving written notice requiring it to do so; or
ii) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
Sawday’s may terminate this Agreement if it receives one or more significant complaints or negative feedback regarding the Place or the Member’s conduct, or otherwise reasonably believes that the Place no longer meets its criteria or is unfit for inclusion on the Platforms.
In the event of termination, Sawday’s shall, within a reasonable period of time, remove the Member’s details and the Place from its website and any other electronic Platforms. The Member acknowledges that any published materials, such as magazines and books, may continue to be sold and distributed with the Member’s details and the Place. Sawday’s shall remove the Member’s details and the Place from any future release of published materials. You acknowledge and agree that we may continue to hold and process information received from you after termination of this Agreement (including Personal Data, as defined below).
In the event of termination, the Member shall not have any rights to continue to associate itself with Sawday’s and must immediately remove any reference to Sawday’s, or use of the Sawday’s branding, from its Place, website, or other materials.
Data Protection
For the purposes of this paragraph, “Data Controller”, “Data Processor” and “Personal Data” shall have the meanings attributed to them in the Data Protection Act 1998 (the “Act”).
Sawday’s shall be the Data Controller of any Personal Data it holds and/or shares with the Member in respect of its members, website users, guests of the Member and any other third parties and the Member shall be the Data Processor in relation to such Personal Data.
The Member shall comply fully with the provisions of the Act and, in particular, shall have appropriate technical and organisational measures in place to keep all Personal Data it receives pursuant to this agreement secure and protected against unauthorised or unlawful processing and accidental loss, damage or destruction.
The Member acknowledges and agrees that Sawday’s shall hold, process, publish and disclose Personal Data belonging to or relating to the Member in connection with the performance of the Services.
Insurance
The Member shall be responsible for taking out and maintaining suitable comprehensive liability insurance in relation to their Places. The Member shall, on request, provide a copy of such policies to Sawday’s.
Confidentiality
The terms of this Agreement and any other information of a confidential nature disclosed by one party to the other should remain strictly private and confidential between the Parties and should not be disclosed or discussed with third parties.
Notices
Any notice given under this Agreement shall be in writing and shall be sent by e-mail or by registered post to the address of the relevant party, or such other address as that party may notify to the other party from time to time. Such notice shall be deemed delivered at the time of transmission if sent by e-mail or on the second working day after posting if delivered by registered post.
Third Party Rights
No one who is not a party to this Agreement shall have any right to enforce its terms.
Independent Status of Parties
Nothing in this Agreement shall establish any partnership, agency, or joint venture between the Parties, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
Entire Agreement
This Agreement represents the entire agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or undertakings between them.
Variation
Sawday’s shall have the right to vary the terms of this Agreement from time to time. In the event that it does so, it shall notify the Member by e-mail and/or a notice posted on the Members’ Area requiring the Member to accept the varied terms. Continued use of the Members’ Area shall constitute acceptance of the then current form of this Agreement.
Successors and Assign
Due to the highly personal nature of your business, this Agreement is made with you, the current business owner or their employed representative. If you sell or pass on your business or ownership of the Place to another person or organisation, this Agreement will terminate. We invite the new owners to apply for Membership with Sawday’s. You must give us advance notice of any planned sale of your business or Place.
Law and Jurisdiction
Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with this Agreement.
Severance
If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
Translated Agreement
The original English version of this Agreement may have been translated into other languages. The translated version of the English Agreement is an informal translation and a courtesy only. Members cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of the terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail, apply and be binding and conclusive.