1. MTD owns and operates a website that allows members of the travelling theatre and musicals industry to book rooms in a variety of locations for the period of time that the show will be at that location.
  2. The Host wishes to allow members of the travelling theatre and musicals industry to book a room in their property or properties.
  3. The Host wishes to register as a Host and be listed on the website as having rooms available for hire in return for payment of a monthly fee.
  4. These Terms govern the supply of services to be provided by MTD to the Host and the Host to the Members.
  1. Definitions and interpretation
    1. In these Terms the following definitions apply:
      1. “Business Day” means a day other than a Saturday, Sunday or bank or public holiday;
      2. “Confidential Information” means any commercial, financial or technical information, information relating to the Site and the Services, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Terms or the Contract;
      3. “Contract” means the agreement between the Host and the Member for the provision of Digs pursuant to these Terms;
      4. “Data Controller” has the meaning set out in the Data Protection Legislation.
      5. “Data Protection Legislation” (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998
      6. “Data Subject” means an individual who is the subject of Personal Data.
      7. “Digs” means any rooms made available to rent to a Member by the Host on the Site;
      8. “Force Majeure” means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract [including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay];
      9. “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
        1. whether registered or not;
        2. including any applications to protect or register such rights;
        3. including all renewals and extensions of such rights or applications;
        4. whether vested, contingent or future;
        5. to which the relevant party is or may be entitled, and
        6. in whichever part of the world existing;
      10. “Host” means you, the registered Member, who wishes to rent out Digs subject to these Terms;
      11. “Member” means a registered user of the Site who makes a booking for Digs via the Site;
      12. “Members Community Policy” means the terms and conditions that apply to anyone wishing to become a registered user of the Site
      13. “MTD” means Intuitive Data Solutions trading as, whose registered number is 04583729 and registered company address is 4 Mill House Rise, Bradford, West Yorkshire BD5 8AJ;
      14. “Order” means a request for Digs by a Member to the Host through the Site;
      15. “Personal Data” has the meaning set out in the Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which the Member or Host are the Data Controller and in relation to which MTD or the Host are providing services under this agreement.
      16. “Processing” and “process” have the meaning set out in the Data Protection Legislation.
      17. “Subscription Fee” means the monthly fee of £12.50 plus VAT as amended from time to time in accordance with these Terms;
      18. “Services” means the right for the Host to have Digs listed on the Site, be included within the Site search engine and to take Orders from Members;
      19. “Site” means the website []
      20. “Terms” means these Terms in addition to the Members Community Policy and all documents referred to therein;
      21. “VAT” means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
      22. In these Terms, unless the context requires otherwise:
        1. any clause, schedule or other headings in these Terms is included for convenience only and shall have no effect on the interpretation of the Terms;
        2. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
        3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
        4. a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
        5. a reference to a gender includes each other gender;
        6. words in the singular include the plural and vice versa;
        7. any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
        8. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form ;
        9. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of MTD under the Termd; and
        10. a reference to legislation includes all subordinate legislation made from time to time under that legislation.
    2. Application of these Terms
      1. These Terms, which are in addition to and incorporate the Members Community Policy, govern the supply of Services from MTD to the Host.
      2. By agreeing to these Terms, the Host agrees to abide by these Terms both in relation to the agreement with MTD but also in relation to their conduct with, and any Orders from, Members.
      3. The agreement between the Host and MTD will continue until or unless terminated in accordance with the Terms.
      4. No variation of these Terms shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of MTD.
    3. Orders from Members
      1. Upon accepting these Terms the Host will be entitled to list Digs on the Site and accept Orders from Members.
      2. Each Order by a Member to the Host shall be an offer by the Member to rent the Digs subject to these Terms.
      3. An Order may be withdrawn or amended by the Member at any time before acceptance by the Host. If the Host is unable to accept an Order, they shall notify the Member as soon as reasonably practicable.
      4. The offer constituted by an Order shall remain in effect and be capable of being accepted by the Host for 48 hours from the date on which the Member submitted the Order, after which time it shall automatically lapse and be withdrawn unless withdrawn by the Member before then.
      5. The Host may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply the Digs shall arise, until the Host’s acceptance of the Order on the Site.
      6. Rejection by the Host of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Member.
      7. Once an Order is accepted by the Host, it will become the Contract and the Host must contact the Member direct to arrange payment of the Digs.
    4. Host’s obligations to MTD
      1. In order to list Digs on the Site, and to enable MTD to perform the Services, the Host shall:
        1. List full and wholly accurate details of the Digs including but not limited to:
          1. Square footage of the Digs;
          2. Any facilities available for use by the Member e.g. ensuite facilities, laundry facilities etc;
          3. Fees for the use of the Digs clearly listing what is or isn’t included in the fees, and where any fees are extra, clearly marking and bringing to the attention of the Member, any such fees;
          4. Full colour photographs;
          5. Any other detail that MTD may at its discretion decide is required.
        2. List full details of availability of the Digs (and where applicable any periods of non-availability;
      2. The Host warrants and represents that they shall:
        1. co-operate with MTD in all matters relating to the Services;
        2. ensure the accuracy of the detail that they submit regarding themselves and the Digs;
        3. ensure that they are the owners of the Intellectual Property Rights of any information submitted to the Site;
        4. provide, for MTD, its agents, subcontractors, consultants and employees, in a timely manner, within normal working hours and at no charge, access to the Digs if MTD so requests to ensure compliance with these Terms;
        5. ensure the information submitted for the Site is not illegal or unlawful and does not infringe any third party’s legal rights;
        6. ensure that the information submitted on the Site is not capable of giving rise to any legal action against MTD or anyone associated with MTD;
        7. provide to MTD, before any Digs may be listed, all documents, information, items and materials in any form required by MTD in connection with the Services, including but not limited to insurance certificates, gas certificates and other safety documentation and ensure that they are accurate and complete;
        8. obtain and maintain all necessary licences and comply with all relevant health and safety legislation as required under English law to be able to rent out Digs, or where the Digs are located outside of England and Wales, to the local standard, except at all times where the local standard falls below that required under English law, the standard set out in English law will be required;
        9. ensure that the Digs and all furniture and electrical equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant English standards or requirements.
      3. If MTD’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Host then, without prejudice to any other right or remedy it may have, MTD shall be allowed an extension of time to perform its obligations equal to the delay caused by the Host.
    5. Host’s Obligations to Members
    6. The Host warrants and represents to MTD that it shall, in relation to each Member who submits an Order:

      1. Respond within a reasonable period of time to any and all enquiries that they may have regarding the Digs;
      2. Treat all Members with dignity and respect and not be rude, threatening or act in any way that may be considered to cause offence to the Member;
      3. Ensure that the Digs are clean, tidy and fit for purpose;
      4. Ensure that any fees charged to the Member are accurate and correctly applied;
      5. Respond within a reasonable period of time for any requests for assistance in relation to the Digs once the Member is in occupation;
      6. [Any other obligations]
    7. additional Terms
      1. The Host may impose additional reasonable terms on the Member prior to accepting any Order (Additional Terms).
      2. Any such Additional Terms form part of the Contract between the Host and the Member.
      3. Additional Terms must be clearly listed and expressly brought to the attention of the Member prior to any Contract being formed.
      4. Examples of Additional Terms include:
        1. Requirement for a deposit or bond to protect against damage and breakages;
        2. Check in and check out times;
        3. Hours of non-occupancy to allow repairs/cleaning to be carried out.
      5. If the Host has any doubt as to the reasonableness of any Additional Terms they should contact MTD.
    8. Subscription Fee
      1. The Host agrees to pay MTD a monthly subscription fee for the Services.
      2. MTD reserves the right to offer various promotions from time to time, including but not limited to free months and reduced Subscription Fees. MTD will notify the Host of these through the Site.
      3. MTD may increase the Subscription Fee from time to time by giving the Host not less than three months notice in writing or by predominantly displaying notice of the increase on the Site.
      4. Notwithstanding clause 7.3, MTD may increase the Subscription Fee with immediate effect by written notice to the Host where there is an increase in the direct cost to MTD of supplying the Services which exceeds 25% and which is due to any factor beyond the control of MTD.
    9. Payment
    10. The Host shall, when agreeing to these Terms, authorise monthly collection of the Subscription Fees via MTD’s approved payment method from time to time.

    11. Warranty
      1. MTD warrants that the Services shall:
        1. conform in all material respects to their description;
        2. be free from material defects;
        3. be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.
      2. Where the Services fall below these standards, MTD will use all reasonable endeavours to ensure that the Services are resumed to the relevant level.
      3. For the avoidance of doubt, this does not include times where MTD must shut down the Site or portions of the Site, in order to carry out maintenance or repairs.
      4. The Host acknowledges that a significant portion of the Services provided by MTD are reliant on third party data being pulled from the relevant sources in a timely and accurate fashion – for illustration – dates of and duration of performance runs. MTD will use all reasonable endeavours to ensure that such data, as it is represented on the Site, is as accurate as possible, but gives no warranty as to accuracy due to the nature of the data.
      5. The Host acknowledges that their only remedy for any breach of the warranties above shall be service credits, and that such service credits are a genuine pre-estimate of their pre-contractual losses.
      6. The provisions of these Terms shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
      7. Except as set out in this clause 9:
        1. MTD gives no warranties and makes no representations in relation to the Services; and
        2. shall have no liability for their failure to comply with the warranty in clause 9.1,
        3. and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
    12. Data protection and data processing
      1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation
      2. The Host and MTD acknowledge that for the purposes of the Data Protection Act 1998, the Member is the Data Controller and both MTD and the Host may be, depending on the circumstances, the data processor in respect of any Personal Data.
      3. The Host warrants that they shall process the Personal Data only in accordance with the Member’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Member.
      4. MTD and the Host warrant respectively that, having regard to the state of technological development and the cost of implementing any measures, they will:
        1. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
          1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
          2. the nature of the data to be protected;
        2. take reasonable steps to ensure compliance with those measures.
      5. The parties acknowledge that they are reliant on the Customer for direction as to the extent to which they are entitled to use and process the Personal Data. Consequently, neither MTD nor the Host will be liable for any claim brought by a Data Subject arising from any action or omission by MTD or the Host, to the extent that such action or omission resulted directly from the Customer’s instructions.
    13. Indemnity and insurance
      1. The Host shall indemnify, and keep indemnified, MTD from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by MTD as a result of or in connection with the Host’s breach of these Terms.
      2. The Host shall have in place contracts of insurance with reputable insurers incorporated in England and Wales to cover its obligations under these Terms. On request, the Host shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable.
    14. Limitation of liability
      1. The extent of the parties’ liability under or in connection with the Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
      2. Subject to clauses 12.5 and 12.5, MTD’s total liability shall not exceed the aggregate of the preceding 12 month’s Subscription Fees.
      3. Subject to clauses 12.5 and 12.5, MTD shall not be liable for consequential, indirect or special losses.
      4. Subject to clauses 12.5 and 12.5, MTD shall not be liable for any of the following (whether direct or indirect):
        1. loss of profit;
        2. loss of data;
        3. loss of use;
        4. loss of production;
        5. loss of contract;
        6. loss of opportunity;
        7. loss of savings, discount or rebate (whether actual or anticipated);
        8. harm to reputation or loss of goodwill.
      5. Notwithstanding any other provision of the Terms, the liability of the parties shall not be limited in any way in respect of the following:
        1. death or personal injury caused by negligence;
        2. fraud or fraudulent misrepresentati
        3. any other losses which cannot be excluded or limited by applicable law;
        4. [any losses caused by wilful misconduct.
    15. Confidentiality and announcements
      1. The Host shall keep confidential all Confidential Information of MTD . The provisions of this clause shall not apply to:
        1. any information which was in the public domain at the date of acceptance of these Terms;
        2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;
        3. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Terms.
      2. This clause shall remain in force in perpetuity.
      3. The Host shall not make any public announcement or disclose any information regarding the agreement or the Terms, except to the extent required by law or regulatory authority.
    16. Force Majeure
      1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
        1. promptly notifies the other of the Force Majeure event and its expected duration; and
        2. uses best endeavours to minimise the effects of that event.
      2. If, due to Force Majeure, a party:
        1. is or shall be unable to perform a material obligation; or
        2. is delayed in or prevented from performing its obligations for a continuous period exceeding 7 days;

        the other party may terminate the agreement on immediate notice.

      3. If in relation to a Contract, either the Host or the Member are unable to perform a material obligation or are delayed or prevented from performing their obligations for a continuous period exceeding 7 days, the other party may terminate the Contract on immediate notice.
    17. Termination
      1. MTD may terminate the this agreement at any time by giving notice in writing to the Host if:
        1. the Host commits a material breach of the agreement or any Contract and such breach is not remediable;
        2. the Host commits a material breach of the agreement or of any Contract which is not remedied within 7 days of receiving written notice of such breach;
        3. the Host has failed to pay any amount due under the Terms on the due date and such amount remains unpaid within 7 days after MTD has given notification that the payment is overdue; or
        4. any consent, licence or authorisation held by the Host (as required under these Terms) is revoked or modified such that the Host is no longer able to comply with its obligations under these Terms or receive any benefit to which it is entitled.
      2. MTD may terminate the agreement or any ongoing Contract at any time by giving notice in writing to the Host if the Host:
        1. becomes subject to any kind of insolvency event including but not limited to the presentation of a winding up petition (if a company) or a bankruptcy petition (if an individual);
        2. breaches, or MTD becomes aware that the Host has breached, any of the Host’s obligations to Members under these Terms;
        3. breaches or MTD becomes aware that the Host has breached, any of the terms of the Members Community Policy.
      3. Termination or expiry of the agreement or any Contract shall not affect any accrued rights and liabilities of MTD at any time up to the date of termination.
    18. Dispute resolution
      1. Any dispute arising between the parties (including with any Members in connection with any Orders) shall be dealt with in accordance with the provisions of this clause 16.
      2. The dispute resolution process may be initiated at any time by a party serving a notice in writing on the other party that a dispute has arisen. Where the dispute is between the Host and a Member, the Host must serve MTD with a copy of any such notice, whether served or received by the Host. The notice shall include reasonable information as to the nature of the dispute.
      3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
        1. within 7 days of service of the notice, the [ parties shall meet to discuss the dispute and attempt to resolve it. MTD may at its sole discretion, choose to attend any such meeting (such attendance may be performed by any officer, agent or duly appointed representative);
      4. The specific format for the resolution of the dispute under clause 16 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
      5. Until the parties have completed the steps referred to in clauses 16, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
    19. Notices
      1. Any notice or other communication given by a party under these Terms shall:
        1. be in writing and in English;
        2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
        3. be sent to the relevant party at the address set out in their Member profile on the Site.
      2. Notices may be given, and are deemed received:
        1. by hand: on receipt of a signature at the time of delivery;
        2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
        3. by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the [fourth Business Day after posting; and
        4. by email provided confirmation is sent by first class post: on receipt of a read receipt email from the correct address.
      3. All references to time are to the local time at the place of deemed receipt.
      4. This clause does not apply to notices given in legal proceedings or arbitration.
    20. Entire agreement
      1. The parties agree that the Terms, the Members Community Policy and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
      2. Each party acknowledges that they have not accepted the Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Terms. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Terms.
      3. Nothing in these Terms purports to limit or exclude any liability for fraud.
    21. Variation
    22. No variation of the Terms shall be valid or effective unless it is in writing, refers to the Terms and these Terms and is duly signed or executed by, or on behalf of, MTD.

    23. Assignment
    24. The Host may not assign, subcontract or encumber any right or obligation under the Terms, in whole or in part, without MTD’s prior written consent, which it may withhold or delay at its absolute discretion].

    25. No partnership or agency
    26. The parties are independent persons and are not partners, principal and agent or employer and employee and the Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

    27. Equitable relief
    28. The Host recognises that any breach or threatened breach of the Terms may cause MTD irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to MTD, the Host acknowledges and agrees that MTD is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

    29. Severance
      1. If any provision of the Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Terms shall not be affected.
      2. If any provision of the Terns (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
    30. Waiver
      1. No failure, delay or omission by MTD in exercising any right, power or remedy provided by law or under the Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
      2. No single or partial exercise of any right, power or remedy provided by law or under the Terma by MTD shall prevent any future exercise of it or the exercise of any other right, power or remedy by MTD.
    31. Compliance with law
    32. The Host shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Terms and any Orders.

    33. Third party rights
    34. Except in relations to Members with whom a Contract is entered into, a person who is not a party to the Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Terms.

    35. Governing law
    36. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

    37. Jurisdiction
    38. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).