Supplier Terms & Conditions | Bonjour Residences

ABOUT US
1. Bonjour Residences Ltd is a company registered in Scotland under the company registration number SC670505. Our registered office is at 3 Hill Street, EH2 3JP. Our VAT number is GB401883804. We operate the website bonjour-residences.co.uk.
2. You can contact us by telephone on +44 (0)131 6050268, by writing to us at the postal address in paragraph 1.1 or by email to hello@bonjour-residences.co.uk.
3. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us.
4. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
THESE TERMS
1. These terms and conditions govern our engagement with Suppliers for the provision of Temporary Serviced Accommodation Services to Bonjour Residences Ltd, including the terms under which Suppliers agree to deliver accommodation services for our Principals.
INTERPRETATION
1. The following definitions and rules of interpretation apply in these Terms:
  
  Additional Services: any supplementary services requested or incurred by the Occupant including (but not limited to) emergency call-outs, parking charges, loss of keys and/or additional cleaning.
  Booking: the accommodation booking required by the Customer in terms of the Booking Confirmation provided to the Supplier.
  Booking Confirmation: the booking confirmation attached to these Terms andConditions completed by the Customer in writing and sent to the Supplier in respect of the Services it requires.
  Business Day: a day, other than a Saturday or Sunday, when banks in Edinburgh are open for business.
  Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
  Charges: the charges payable by the Customer to the Supplier for the supply of the Services in accordance with clause 6.
  Commission: the percentage of commission stated on the Booking Confirmation.
  Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with the Booking Confirmation and these Terms and Conditions.
  Customer: Bonjour Residences Ltd, a company incorporated in Scotland (with company number SC670505) whose registered office is at 3 Hill Street, Edinburgh, Scotland, EH2 3JP.
  Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
  ‍Deposit: means the refundable security depositstated on the Booking Confirmation to be paid by the Customer to the Supplier.
  Duration: means the period specified on the BookingConfirmation and any extensions thereof agreed in writing between the Customer and the Supplier.
  Entry Date: the date the Occupant requires entry to the Property as stated on the Booking Confirmation.
  Departure Date: means the date the Occupant removes from the Property as stated on the Booking Confirmation or, if the Duration is extended in terms of clause 5.4 hereof, as notified by the Customer to the Supplier in writing.
  Principal: the instructing party on behalf of whom the Customer requires to procure the Services from the Supplier.
  Property: the property specified on the Booking Confirmation.
  Occupant: the individual guests who require and receive the Services and will stay in the Property for the Duration.
  Services: the supply of temporary serviced and fully furnished residential accommodation at the Property from the Entry Date for the Duration to the Occupants to include (i) cleaning of the Property to a high standard (ii) daily waste removal (including sanitary waste) from the Property (should be changed to weekly/fortnightly or monthly as per agreed terms with the supplier at the time of booking) (iii) answering enquiries from Occupants(iv) ensuring safe and secure access to the Property at all times for Occupants(v) provision of all kitchen equipment and bathroom sundries, in terms of these Terms and Conditions.
  Supplier: means the person identified on the Booking Confirmation as the supplier providing the Services to the Customer.
  Terms and Conditions: means these terms and conditions.
  VAT: value added tax chargeable under the Value Added Tax Act 1994.
2. Interpretation:
  1. References in these Terms and Conditions to:
    1. clauses are, unless specified otherwise, to the clauses of to these Terms and Conditions;
    2. any statutory or other legislative provision shall be construed as including any statutory or legislative modification or re-enactment thereof, or any substitution therefore;
    3. the word person or persons or words importing persons include, without limitation, individuals, partnerships, joint ventures, trust, organisations, associations, corporations, government agencies, committees, departments, authorities and other bodies, corporate or unincorporated, whether having distinct legal personality or not or any member of the same;
    4. any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    5. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
    6. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
    7. the “Supplier” and the “Customer” include their respective directors, officers, servants, agents, employees and sub-contractors;
    8. any agreement or instrument shall include such agreement or instrument as may from time to time be amended, novated, supplemented or substituted
  2. In these Terms and Conditions any reference to writing or written includes email.
  3. In these Terms and Conditions clause headings are for ease of reference only.
BASIS OF CONTRACT
1. The Customer is in the business of facilitating temporary residential accommodation services to third parties and is authorised to act on behalf of Principals to make reservations for the Occupant.
2. The Customer, on receipt of an instruction from a Principal, shall complete and supply the Booking Confirmation to the Supplier detailing the requirement for the Services to be provided to the Occupant.
BOOKINGS
1. The Charges are subject to the approval of the Principal. The Customer shall confirm the Booking to the Supplier in writing with a Booking Confirmation, which shall constitute the Contract.
2. Once the Booking has been confirmed by the Customer, the Supplier shall supply the Services to the Customer from the Entry Date for the Duration unless the Contract is terminated earlier in accordance with these Terms and Conditions.
3. In the event that the Customer requires to extend the Duration such extension shall be notified in writing by the Customer to the Supplier. The Supplier shall respond to any such request for an extension within 24 hours of receipt along with a note of any increase or decrease in the Charges for the extension period. The Customer shall then notify the Supplier in writing as to whether the extension period and Charges are agreed. Except for the Charges, any agreed extension shall be on the same terms and conditions as (i) these Terms and Conditions and (ii) the Supplier's cancellation policy exhibited to the Customer at condition 3.7. In the event that the Supplier is unable to agree to an extension of the Duration the Supplier shall notify the Customer within 24 hours of the request by the Customer. The Customer shall be entitled (but not obliged) to terminate the contract by notice in writing to the Supplier in the event the Supplier cannot accommodate the extension. The Supplier shall not accept any extension request direct from either the Occupant or the Principal or any other party. In the event that the Supplier accepts any request for an extension from either theOccupant or the Principal the Customer shall not be liable for any Charges relating thereto. The Occupant or Principal (as the case may be) shall be liable for any Charges payable to the Supplier for the period of the extension.
4. The Customer shall only be liable to pay the Charges detailed in the Booking Confirmation. In the event that:
  1. the Customer receives notification from the Principal to request any Additional Services from the Supplier, the Customer shall notify the Supplier in writing of any such Additional Services ("Agreed Additional Services") and the Supplier will (i) provide such Agreed Additional Services to theOccupant and (ii) charge the Customer for the Agreed Additional Services at the rates agreed in writing between the Customer and the Supplier; or
  2. the Supplier receives a request for Additional Services direct from theOccupant, the Supplier shall send the request (in writing) to the Customer for approval. In the event the Customer does not confirm that the Additional Services have been approved then the Supplier shall not provide the AdditionalServices to the Occupant on behalf of the Customer.
  3. The Customer shall not be liable for any Additional Services that have been provided by the Supplier to the Occupant and which have not been so approved in terms of this clause 5.5.
  4. In the event the Customer requires to amend a Booking on behalf of a Principal it shall notify the Supplier as soon as practicably possible. The Supplier shall use all reasonable endeavours to facilitate the amended Booking however, in the event that the amended Booking cannot be facilitated by the Supplier the Customer shall be entitled to terminate theContract and no Charges shall be due by the Customer to the Supplier.
  5. The Customer shall not confirm any Booking until (a) the Supplier has provided their cancellation policy to the Customer in writing and (b) the Customer has confirmed in writing that it has accepted the terms of the cancellation policy. Where there is any conflict between the cancellation policy and these Terms and Conditions, these Terms and Conditions shall take precedence.
  6. It is your responsibility to check the Booking Confirmation. You should check the dates, times, the location of the Serviced Accommodation, the applicable cancellation policy as well as any specific requirements you may have. If anything is incorrect, please inform us without delay. You are responsible for ensuring that your Booking and Booking Confirmation is complete and accurate.
DEPOSITS, CHARGES AND PAYMENTS
1. The Customer shall pay the Deposit to the Supplier once the Booking has been confirmed in writing by the Customer in terms of clause 5.2. The Supplier shall promptly return the Deposit to the Customer in full within 24 hours of the Departure Date provided that the Supplier has not notified the Customer of any damage to the Property caused by the Occupant or any breach of the Supplier's conditions of occupancy by the Occupant. In the event the Supplier considers that any damage has been caused by an Occupant or that an Occupant has breached any of the Supplier's conditions of occupancy over the Duration then the Supplier shall, within 24 hours of the Departure Date, notify the Customer in writing and provide photographic or other similar evidence in support of their claim (Claim). Any Claim must be received within 24 hours of theDeparture Date otherwise the Customer shall not be required to consider theClaim and the Supplier shall immediately return the whole Deposit to the Customer without any deductions. The parties shall agree any deductions from the Deposit in writing as a result of any Claim notified by the Supplier to the Customer in accordance with this clause 6.1. Any agreed deductions shall be retained by the Supplier and the remainder of the Deposit shall be repaid by the Supplier to the Customer within 7 days of the date the deductions have been agreed.
2. Inconsideration of the provision of the Services by the Supplier, the Customer shall pay the Charges for the Duration according to the pre-agreed payment terms and for any agreed period of extension of the Duration provided this has been agreed in writing with the Customer.
3. Charges shall include all rates, taxes, Wi-Fi, TV licence, insurance and utilities and no additional charge shall be made by the Supplier to the Customer for these items.
4. Once the Customer has issued a Booking Confirmation and payment has been made, the Supplier shall not alter the agreed Charges for the Duration, including any agreed extensions, unless otherwise approved in writing by the Customer.
5. The Supplier shall not be entitled to unilaterally increase the Charges over the Duration (or any agreed Charges for any agreed extension of the Duration).
6. The Customer shall pay the Charges to the Supplier following receipt of a VAT invoice from the Supplier on the terms set out in the relevant BookingConfirmation, in respect of the payment that is due.
7. The Customer shall pay each invoice submitted by the Supplier on the terms stated in the Booking Confirmation.
8. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to theCustomer, the Customer shall, on receipt of a valid VAT invoice from theSupplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
COMMISSION
1. The Customer charges the Commission plus VAT on each Booking. The Customer's Commission shall be deducted from the payment remitted to the Supplier for the related Booking.
DATA PROTECTION
1. In this clause 8 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures are as defined in the Data Protection Legislation
2. Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.
4. Without prejudice to the generality of Clause 8.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
  1. process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by law to otherwise process that Personal Data;
  2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data secure and confidential;
  4. not transfer any Personal Data unless the prior written consent of the Customer has been obtained;
  5. shall comply with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  6. assist the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  7. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
  8. at the written direction of theCustomer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by law to store the Personal Data;and
  9. maintain complete and accurate recordsand information to demonstrate its compliance with this clause 8.
5. The Customer does not consent to theSupplier appointing any third party processor of Personal Data under this agreement.
SUPPLIER'S OBLIGATIONS
1. In performing its obligations under the Contract, the Supplier shall deliver the Services with all due reasonable skill and care and shall:
  1. comply with all applicable laws, statutes, regulations and codes as from time to time in force;
  2. obtain and maintain all necessary licences, permissions and consents which may be required for the provision of the Services before the Entry Date;
  3. ensure that the Property is for short term lets and temporary stays only and is excluded from any legislation that allows the occupancy to become a secure tenancy or that gives the Occupant tenancy rights in any way;
  4. comply with all government regulations as to health, safety and suitability of temporary accommodation and comply with all local and national requirements for fitness for habitation; and
  5. co-operate with the Customer in all matters relating to the Services.
2. The Supplier shall ensure the Property is clean, in good repair and fit for the purposes of providing temporary residential accommodation in terms of the Booking Confirmation at the Entry Date. In the event the Property is not fit for the purposes of the Services as outlined in the Booking Confirmation, this shall be considered a material breach of contract of terms of clause 11.2.1 hereof.
3. The Supplier shall provide booking confirmations and check-in details no later than 5 days before the Entry Date. Failure to do so may result in the cancellation of the booking and a full refund to the Customer.
4. The Supplier shall not contact any Principal directly regarding any current or future Bookings or business. In the event the Supplier contacts or corresponds with the Principal directly then this shall be considered a material breach of contract in terms of clause 11.2.1 hereof.
5. In the event the Supplier receives any direct communication from the Occupant they will immediately send this to the Customer. The Supplier shall not communicate with the Occupant directly and will always include the Customer in any necessary communications with the Occupant. The Supplier shall not make any payment demands directly to the Occupant.
6. The Supplier shall not disclose the Charges to the Occupant and shall comply with the confidentiality requirement in terms of clause 13.3 hereof.
7. If the Supplier fails to provide the agreed accommodation or cancels after payment has been made, the Supplier shall refund the full amount paid within 5 business days and compensate the Customer for any additional costs incurred in securing alternative accommodation, up to 25% of the booking value.
8. If the Supplier fails to provide the Services in accordance with these Terms and Conditions, and the Customer incurs financial loss as a result (including, but not limited to, alternative accommodation costs, refunds, or reputational damage), the Supplier shall indemnify the Customer for all direct costs incurred.
LIABILITY
1. The Customer shall not be liable to the Supplier, arising out of, or in connection with, or in consequence of the provision of Services, for:
  1. loss of or damage to the Property or any breakages caused by the Occupant (except as agreed by the Customer as a deduction from the Deposit in terms of clause 6.1 hereof);
  2. any act or omission of the Supplier, its employees, officers and directors; and
  3. any act or omission of the Occupant or the Principal.
2. Nothing in this Contract shall make the Customer liable to the Supplier for any indirect, incidental or consequential damages, costs or liabilities, including solicitors'/lawyers' legal fees.
3. This clause 10 shall survive termination of the Contract.
CANCELLATIONS & TERMINATIONS
1. In the event the Customer requires to cancel a Booking on behalf of the Principal then the terms of the Supplier's cancellation policy will apply.
2. Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
  1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of the Supplier being notified in writing to do so;
  2. the Supplier is unable to facilitate an amended Booking in terms of clause 5.6 hereof;
  3. the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  4. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. the Supplier's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
CONSEQUENCES OF TERMINATION
1. On termination of theContract the Customer shall within 30 days of receipt pay to the Supplier all of the Supplier's outstanding unpaid invoices for the Services validly and properly incurred for the period the Occupant was in occupation of the Property. In respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice for Services validly and properly incurred for the period the Occupant was in occupation of the Property, which shall be payable by the Customer within 30 days of receipt.
2. If the termination of the Contract results from a material breach by the Supplier, including but not limited to directly contacting the Principal for any future bookings, as defined in Clause 9.3, and this results in financial loss to the Customer, such as lost revenue from missed booking extensions, the Supplier shall be liable for such losses. In such an event, the Supplier agrees to compensate the Customer with liquidated damages equal to 25% of the lost booking value, in addition to any other remedies available under this Agreement.
3. Any provision of theContract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
GENERAL

Disputes. In the event of a dispute both parties shall undertake to use reasonable efforts to resolve the dispute. The Customer is acting as an agent for the Principal therefore cannot guarantee resolution of a dispute on the Principal's behalf.
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Confidentiality. These Terms and Conditions and the Booking Confirmation are confidential information of the Customer and shall not be disclosed by theSupplier to any other person or party except to such employees or sub-contractors of the Supplier to the extent that it is necessary in order for the Supplier to perform this Contract.
Assignation and other dealings The Supplier may not at any time assign, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
Entire agreement
1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, Supplier terms & conditions, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Variation. Exceptas set out in these Terms and Conditions, no variation of the Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, if such modification is not possible, the relevant provision or part-provision shall be deemed deleted be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Terms and Conditions is deleted under this clause 13.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices
1. Any notice or other communication given to a party under or in connection with these Terms and Conditions shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day deliveryservice at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the following address (or such other address as may be notified to the Supplier by the Customer): hello@bonjour-residences.co.uk
  3. Any notice or communication shall be deemed to have been received:
  4. if delivered by hand, at the time the notice is left at the proper address;
  5. if sent by next working day delivery service, at 9.00 am on the Business Day after posting; or
  6. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  7. This clause 13.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Terms to remain in force. These Terms and Conditions and the cancellation policy exhibited by the Supplier to the Customer shall remain in force for the Duration and for any additional period during which the Duration is extended.
Rights and Remedies. The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Third party rights. Unless it expressly states otherwise, these Terms and Conditions do not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of these Terms and Conditions.
Governing law. These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Scotland.
Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.