This MiQuando Homestay Host Agreement (the “Agreement”) sets out the entire agreement between MiQuando Limited, a company incorporated in the Isle of Man with a registered office at Cor Valley, Ramsey Road, Laxey, IM4 7PT and company number 126365C ("MiQuando") and its homestay host member ("Homestay Host") with respect to the MiQuando Service.
Background
MiQuando has developed a software-as-a-service platform that enables consumers to search for and book accommodation with registered Homestay Hosts ("Homestay Host Services") from Members as set out in the Homestay Host Information Pack, available on MiQuando's websites or otherwise. The Homestay Host wishes to use the MiQuando Service so that consumers can book Homestay Host Services from it. The Parties have agreed that the Homestay Host may use the MiQuando Service on the terms and conditions set out in this Agreement.
It is agreed:
1. Definitions
“Account Details” means login information and passwords provided by MiQuando to the Homestay Host to access the MiQuando Service.
“Confidential Information” means all written or oral information, disclosed by either Party to the other, related to the business, products, services or operations of either Party that has been identified as confidential or that by its nature ought reasonably to be treated as confidential. The MiQuando Service and the Documentation shall be the Confidential Information of MiQuando.
“Documentation” means any documentation, whether in electronic or printed format, provided by MiQuando to the Homestay Host describing the MiQuando Service.
“Homestay Host Content” means the text, data, audio, visual or audiovisual content, including applicable trademarks, provided by the Homestay Host in the course of receiving the MiQuando Service.
"Homestay Host Services" has the meaning provided in the Background.
“MiQuando Service” means access to and use of MiQuando’s proprietary software-as-a-service platform that allows Homestay Host to access certain features and functions through a ‘dashboard’ web interface. References to the MiQuando Service includes the Documentation and the Account Details.
“Party” means either MiQuando or the Homestay Host, as the context requires, and “Parties” shall mean MiQuando and the Homestay Host collectively.
“Homestay” means the official Homestay scheme operated by Isle of Man Tourism in partnership with MiQuando.
2. Use Of The Miquando Service
2.1 Access Grant
Subject to the Homestay Host’s compliance with this Agreement, MiQuando grants to the Homestay Host a non-exclusive, non-transferable, non-sublicenseable, revocable licence for Homestay Host to access and use the MiQuando Service for the Term. The Homestay Host may not use the MiQuando Service for the benefit of any third party.
2.2 Account Details
The Homestay Host shall safeguard the Account Details. Homestay Host shall not disclose its Account Details to any third party, and shall accept liability for any unauthorised third-party use (or misuse) of the MiQuando Service using its Account Details. The Homestay Host shall notify MiQuando immediately if it learns of any unauthorised use of any Account Details.
2.3 Usage Restrictions
Homestay Host acknowledges that it may use the MiQuando Service only to advertise Homestay Host Services on the MiQuando website and to enable consumers to book those Homestay Host Services in accordance with the terms of this Agreement. In particular, Homestay Host shall not use the MiQuando Service: (a) to advertise or provide any Homestay Host Services that are not compliant with applicable law or industry good practice; (b) to display, transmit, distribute or otherwise provide access to any unlawful, libellous, obscene or harassing content, services or information of any kind; (c) to defraud, deceive or make misrepresentations to any third party; (d) to build a similar or competitive product or service to the MiQuando Service; (e) with any device, software, or routine that damages, interferes with or disrupts the integrity, performance or use of the MiQuando Service; (f) to infringe any third party proprietary rights (including intellectual property rights); (g) to send junk SMS, e-mail or other unsolicited electronic messages, spam or mail (commercial or otherwise) to any individual; or (g) in a manner that is inconsistent with the Documentation or any MiQuando policies notified or made available to the Homestay Host.
2.4 IPR in the MiQuando Service
All right, title and interest (including intellectual property rights) in and to the MiQuando Service shall at all times be owned by MiQuando. Except for the limited licence granted in Clause 2.1, this Agreement does not confer to the Homestay Host any right, title or interest (including intellectual property rights) in or to the MiQuando Service. Homestay Host shall not conceal, remove, or alter any proprietary notice or legend regarding MiQuando’s proprietary rights in the MiQuando Service.
3. Homestay Host Services and Homestay Host Content
3.1 Homestay Scheme Registration
By registering as a Homestay Host on our websites, Homestay Host acknowledges compliance with the Homestay Scheme requirements and that Homestay Host:
- Has read the Homestay Homestay Host Information Pack
- Agrees to comply with the Homestay Code of Conduct om page 2 of the Homestay Host Information Pack
- Has Informed their house insurance of Homestay Scheme participation
- Confirms that all property details provided are correc
- Confirms they will inform MiQuando of all bookings received
- Agrees to pay the applicable registration fee
3.2 Homestay Code of Conduct
Homestay Host shall at all times agree to comply with all points in the Homestay Code of Conduct, as set out in the Homestay Host Information Pack, available on MiQuando's websites or otherwise.
3.3 1.1. Homestay Host Agreements with Consumers
Where Homestay Host agrees to provide Homestay Host Services to any consumer, Homestay Host must enter into a written agreement with that consumer. Homestay Host shall at all times perform its Homestay Host Services in good faith, with reasonable skill and care, and in full compliance with applicable law and the terms it has agreed with its customers for the performance of its Homestay Host Services.
3.4 MiQuando shall not be responsible for any Homestay Host Services
MiQuando shall not be a party to any agreement to provide Homestay Host Services between the Homestay Host and consumers. MiQuando shall not be liable or responsible for any terms or conditions agreed between the Homestay Host and any consumers. MiQuando shall not be liable for, or have any obligations in relation to the nature, quality, delivery, or any other aspect of Homestay Host Services provided by Homestay Host, or for any payments due to the Homestay Host from any consumers in relation to Homestay Host Services provided.
3.5 Homestay Host Content
Homestay Host shall ensure that all Homestay Host Content it provides in the course of using and receiving the MiQuando Service is in compliance with the Documentation. The Homestay Host shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Homestay Host Content, and for compliance with any applicable laws, regulations, or self-regulatory standards applicable to the Homestay Host Content.
3.6 License Grant for Homestay Host Content
The Homestay Host hereby grants to MiQuando a limited, royalty-free, worldwide licence to use and deal with the Homestay Host Content as MiQuando considers necessary to perform the MiQuando Service.
4. Fees
4.1 Registration Fees
Homestay Host shall pay the fees applicable for its use of the MiQuando Service as notified to Homestay Host by MiQuando from time to time in writing (including such fees as are notified to Homestay Host at the time of subscribing to the MiQuando Service on MiQuando's websites or otherwise). Any fees that are not paid when due shall accrue interest at three percent (3%) above Barclays Bank base interest rate per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
4.2 Booking Fees
Homestay Host shall pay the fees applicable for all ‘Confirmed’ Homestay bookings requested either online by Consumers using the MiQuando Services, or by the MiQuando Homestay support team Homestay Hosts. Fees are notified to Homestay Host from time to in writing and as set out in the Homestay Host Information Pack, available on MiQuando's websites or otherwise. Any fees that are not paid when due shall accrue interest at three percent (3%) above Barclays Bank base interest rate per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
4.3 Prices
If, by mistake, we have under-priced a service, we will not be liable to supply that service to you at the stated price, provided that we notify you before the service is consumed. In those circumstances, we will notify the correct price to you so you can decide whether or not you wish to order the service at that price.
4.3 Taxes
All fees shall be paid in pounds Sterling and exclude all applicable sales, value added, use, and other taxes unless expressly specified otherwise.
5. Marketing
Unless agreed otherwise in writing, MiQuando may publicly refer to Homestay Host, including on MiQuando’s website and in sales presentations, as a MiQuando customer and may use Homestay Host’s registered and unregistered trade marks for such purposes.
6. Term and Termination
6.1 Term
This Agreement shall become effective immediately and shall continue indefinitely unless terminated in accordance with Clauses 6.2 to 6.5.
6.2 Termination for convenience
Either Party may terminate this Agreement for its convenience upon sixty (60) days' written notice to the other.
6.3 Termination for cause
Either Party may terminate this Agreement immediately upon written notice to the other if the other Party materially breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice.
6.4 Suspension of the MiQuando Service
At any time during the Term, MiQuando may, immediately upon notice to the Homestay Host, suspend access to the MiQuando Service, at its discretion including for the following reasons: (a) a threat to the technical security or technical integrity of the MiQuando Service; (b) any amount due under this Agreement is not received by MiQuando within fifteen (15) days after it was due; or (c) the Homestay Host materially breaches any provision of this Agreement.
6.5 Termination upon Insolvency
MiQuando may, at its option, terminate this Agreement immediately upon written notice to the Homestay Host, in the event that: (a) the Homestay Host becomes insolvent or unable to pay its debts when due; (b) the Homestay Host files for bankruptcy, reorganisation or similar proceeding; (c) the Homestay Host discontinues its business; (d) a receiver is appointed or there is an assignment for the benefit of the Homestay Host’s creditors; or (e) the Homestay Host suffers any similar or analogous insolvency event in any jurisdiction.
6.6 Effects of Termination
Upon termination or expiration of this Agreement for any reason, (a) the Homestay Host must immediately cease access to and use of the MiQuando Service; (b) any amounts owed to MiQuando before such termination or expiration shall be immediately due and payable; (c) all licensed and access rights granted to the Homestay Host for any MiQuando Service shall immediately cease to exist; and (d) each Party shall promptly destroy the Confidential Information of the other Party that it has in its possession. The provisions of Clauses 6.6, 7, 8, 9, and 11 shall survive termination or expiry.
7. Limitations On Liability
7.1 Liability Disclaimer
Except as expressly provided in this Agreement, neither Party makes or gives any warranties, conditions or other terms of any kind, whether express or implied, statutory or otherwise, including but not limited to any implied warranty, condition or term of satisfactory quality or fitness for a particular purpose. MiQuando does not warrant or give any condition or other term, and specifically disclaims, that the MiQuando Service shall be accurate, without interruption, or error-free.
7.2 Disclaimer of Indirect Damages
In no event shall either Party be liable for any loss of profits, loss of data, loss of goodwill, interruption of service, loss of business or business opportunity, or any indirect, incidental, consequential, special, punitive or exemplary damages even if such damages are foreseeable and whether or not such party has been advised of their possibility.
7.3 Limitations on Liability
Each party’s maximum aggregate liability under this Agreement shall not exceed the total amount of fees received by MiQuando under that service agreement during the twelve (12) month period prior to the first date on which the liability arose. Notwithstanding the foregoing, in no event does either Party limit or exclude liability for (i) death or personal injury caused by its negligence nor for any other liability the limitation or exclusion of which is not permitted by applicable law; nor (ii) in the case of the Homestay Host, the Homestay Host’s indemnity liabilities under Clause 8 of this Agreement.
8. Indemnication
The Homestay Host shall indemnify MiQuando from and against any and all losses, damages, fines, penalties, liability, costs and expenses suffered or incurred by MiQuando (including reasonable legal fees) arising out of: (i) any claim that Homestay Host Content infringes the intellectual property or other rights of any third party; (ii) any claim relating to Homestay Host Services offered by the Homestay Host (including the Homestay Host's performance or non-performance of Homestay Host Services and the lawfulness of Homestay Host Services it offers); or (iii) any breach of Clause 9 by Homestay Host.
9. Confidentiality
9.1 Confidential Information
During the course of this Agreement, each Party will have access to the other Party’s Confidential Information. Except as otherwise expressly permitted, and without limiting each Party’s obligations, under this Agreement, each Party agrees as follows: (i) it shall not disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors who have a need to know for the purposes of fulfilling obligations in relation to this Agreement, (ii) it shall not use or reproduce the Confidential Information disclosed by the other Party for any purpose other than exercising its rights and performing its obligations as described in this Agreement; (iii) to take commercially reasonable measures to protect the confidentiality of, and avoid disclosure and unauthorised use of, the Confidential Information; and (iv) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and have agreed in writing to treat such information in confidence to a standard no less onerous than the terms of this Agreement.
9.2 Exceptions
The provisions of Clause 9.1 shall not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the recipient; (ii) is in the recipient’s possession without knowledge of any confidentiality obligations, or (iii) is independently developed by the recipient without use of or reference to the disclosing Party’s Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (A) by the listing rules of any stock exchange, (B) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law; or (C) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.
10. Data Protection
Homestay Host agrees that Information you provide will be used by MiQuando and the Department for Enterprise in accordance with the Data Protection Act 2002 for the purposes of administration, research, analysis and to inform you of relevant information. Details of registered Homestay Hosts will be passed to the Isle of Man Government Income Tax Division.
Each Party shall at all times fully comply with the requirements of any applicable privacy and data protection laws to which it is subject.
11. General
11.1 Assignment
This Agreement cannot be assigned, subcontracted, or otherwise transfer by the Homestay Host without the prior written consent of MiQuando. Any attempted assignment or delegation by the Homestay Host in violation of this Clause 11.1 shall be null, void and of no effect. MiQuando may assign, subcontract or transfer any of its rights or obligations under this Agreement without the Homestay Host’s prior consent.
11.2 Notices
All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other Party and shall be effective upon receipt. Either Party may change its address for receiving notice by giving notice of the new address to the other Party.
11.3 Governing Law and Disputes
This Agreement shall be governed by the laws of the Isle of Man and the Parties submit to the exclusive jurisdiction of the Isle of Man courts.
11.4 Waivers
All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.
11.5 Severability
If any provision of this Agreement is unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall continue in full force and effect.
11.6 No Third-Party Beneficiaries
This Agreement does not, and is not intended to, confer any right or benefit on any person (existing now or in the future) who is not a Party to the terms of this Agreement.
11.7 Construction
The headings of Clauses of this Agreement are for convenience only and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
11.8 Force Majeure
Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) shall not be considered a breach of this Agreement if such delay is caused by a labour dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the reasonable control of such Party. The affected Party shall use reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.
11.9 Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Neither Party has entered this Agreement in reliance on any prior representation (whether innocent or negligent), term or condition made by the other Party. This Agreement may be amended only by a written document signed by both Parties or by your acceptance by email of an amended contract sent to you by us.
