AGENCY AGREEMENT

This Agreement, governed in all respect by the laws of England and Wales, is made between North Wales Holiday Cottages Limited registered in England and Wales, company number 9827850, and having its registered office at 39Station Road, Deganwy, Conwy LL31 9DF (the “Agency”) and the person named as the property owner in the signature box (the “Owner”) for the property stated in the signature box (the “Property”).

IT IS AGREED AS FOLLOWS:

1        Status of Agent

1.1          The Owner appoints the Agency to be the sole agent for the purpose of letting the Property to individuals or groups (the “Guests”). During the period of this Agreement the Owner undertakes not to let the Property through any other agency or third party except with the prior written consent of the Agency.

1.2          In providing the services, the Agency acts as agent on behalf of the Owner and not as principal.

1.3          It is agreed between the Owner and the Agency that immediately upon a holiday booking being accepted by the Agency on behalf of the Owner (a “Booking”), a legally enforceable Agreement then exists between the Owner and the Guest for the Owner to provide the holiday accommodation comprised in the Property to the Guest in accordance with the terms of this Agreement and the Agency’s booking conditions as set out in Schedule 2 and as may be amended by the Agency time to time (the “Booking Conditions”).

2        The Property

2.1     The Owner warrants that he/she is the sole owner of the Property (or one of the owners of the Property acting with legal authority for all other owners) and has all necessary rights, powers and authorities and has taken all necessary actions to enter into this Agreement and perform the obligations herein.

2.2          The Owner warrants that there is and will be no restriction upon the Property being available for letting in accordance with this Agreement and/or the Booking Conditions, whether imposed in the title deeds to the Property, by any planning authority, by any mortgagee or other party having an interest in the Property or otherwise.

2.3          If the Property shall, in the opinion of the Agency (who shall have sole discretion in determining the matter), at any time fall below the standards set out in this Agreement, the Agency will Notify (as defined and detailed in Clause 3.5.1) the Owner and request the Owner to carry out such remedial work as the Agency considers necessary.  In the event that the Owner fails to carry out such remedial work or fails to commence such work to an extent acceptable to the Agency within 14 days of such notification, the Agency shall be entitled to terminate this Agreement and cancel all existing and future bookings. If the Agency terminates this Agreement under this clause, the Owner shall indemnify the Agency against all liability, loss, damages, expenses or costs incurred by the Agency as a result of such termination.

3        The Owner’s Responsibilities

3.1          The Property shall be deemed to be available for letting unless the Agency has been otherwise notified. Notification may be by contacting the Agency (by telephone, email, through the owner’s portal, or using the North Wales Holiday Cottages Property Manager phone application) and the Agency acknowledging this notification by email or letter quoting a booking reference number confirming that on the dates notified there are no Bookings arranged by the Agency for the Property.

3.2          The Owner agrees to notify the Agency in writing (including email) of all private use of the Property or for use by another party (an “Owner Booking”) and allow sufficient time on departure for the Property to be prepared for incoming Guests.

3.3            The Owner shall not be entitled to withdraw any week (in whole or in part) if the Agency has already accepted a Booking for that week. For the avoidance of doubt, this includes any Owner Bookings made by the Owner and not informed to the Agency according to Clause 3.1 above.

3.4          In exceptional circumstances, and if agreed with the Agency, if a confirmed booking for the Property is cancelled (or caused to be cancelled) by the Owner, directly or indirectly, the Owner will indemnify the Agency against any claims or legal proceedings by, or any liability to, the Guest/prospective Guest or any third party, as well as against any other liability, loss, damages, expenses or costs incurred by the Agency as a result of such cancellation. In addition to this indemnity, the Agency will be entitled to charge a cancellation fee as set out in Clause 7.4.

3.5          The Owner shall be solely responsible for:

3.5.1        Updating and monitoring the emergency telephone numbers and email address supplied to the Agency and responding to the Agency as soon as possible. The Owner shall be deemed to have been notified (“Notified”) when a message has been left on these telephone numbers (if an answerphone is available or 2 calls to a telephone number if no answering service) and by email from the Agency;

3.5.2        maintaining the Property and its contents to the standard required to achieve a minimum of a Visit Wales 3 star grading (all Properties must be graded by Visit Wales);

3.5.3        taking all reasonable measures to ensure that the Property complies with all statutory requirements and is safe for use by Guests;

3.5.4        equipping the Property to comply with current health and safety standards, including the provision of smoke detectors, fire safety equipment and carbon monoxide detectors as required;

3.5.5        uploading and keeping up to date copies of any safety documents required in the owner portal or sending copies to the Agency;

3.5.6        maintaining the availability of the advertised facilities at the Property and to give the Agency immediate written notification of any change or withdrawal of any facility. Upon receipt of such notification the Agency shall endeavour to inform Guests of such change or withdrawal but shall have no liability for any failure to do so. If a Guest wishes to cancel their Booking as a result of such change or withdrawal of facilities, the Owner shall pay to the Agency on demand the cancellation fees set out in Clause 7.4 if not already deducted by the Agency from amounts payable. For the avoidance of doubt, whilst the Agency always tries to ensure that Guests are satisfied and their complaints are dealt with, the Agency shall have no obligation to handle any grievance or complaints from Guests whether in respect of a change or withdrawal of facilities or otherwise;

3.5.7        arranging the services of a cleaner/caretaker if required, ensuring a high level of cleanliness is maintained at the Property and that the Property is ready for Guests by 15:00 hours or as otherwise agreed with the Agency;

3.5.8        arrange for key collection or a key safe at the Property. If the intention is not to use a key safe it is required that a system exists for emergencies or to cover periods when the person responsible for handing over the key is not available to do this or the guests are unable to make contact with them;

3.5.9        ensuring a local representative is available at reasonable times when the Property is let and to give all reasonable assistance if problems arise. The representative must have a spare key to the Property;

3.5.10    where the Property has a garden or outside space, arranging to keep this well maintained;

3.5.11    providing clear instructions regarding the Property and appliances/equipment therein;

3.5.12    maintaining a valid television licence for the Property;

3.5.13    providing a welcome tray for guests with a minimum of tea, coffee, milk, sugar and biscuits or other snack;

3.5.14    because things occasionally go wrong, effecting appropriate comprehensive insurance cover on the Property and its contents and effecting Public Liability Insurance to an appropriate level for one incident (recommended minimum cover of £2,000,000) and to comply with the Visit Wales insurance requirements. The Owner shall provide the Agency with the name of the insurer, the policy number and expiry date;

3.5.15    complying with all applicable laws in relation to the Property and any letting pursuant to this Agreement (including but not limited to the Gas Safety (Installation and Use) Regulations 1998, the Electrical Equipment (Safety) Regulations 2016, the Furniture and Furnishings (Fire Safety) Regulations 1998 and the Regulatory Reform (Fire Safety) Order 2005 as amended from time to time);

3.5.16    confirm to the Agency that a fire risk assessment has been completed

3.5.17    providing the Agency with a valid copy of the Property’s Gas Safety Inspection Certificate where applicable;

3.5.18    providing the Agency with a valid copy of the Electrical Installation Condition Report (“EICR”). For the purposes of this agreement the EICR is valid for 5 years since the date of the inspection;

3.5.19    notifying the Agency in writing if the Owner is (or during the currency of this Agreement becomes) non-resident for UK tax purposes and providing the Agency with a certified copy of a tax exemption certificate issued by HMRC;

3.5.20    giving written notice to the Agency of any change in the Owner’s contact information and bank details as soon as reasonably practicable; and

3.5.21    settling invoices from the Agency within 21 days of receipt unless already deducted by the Agency from amounts payable.

3.6         The Owner must immediately inform the agency in writing if the Property is put on sale.

3.7          The Owner acknowledges that all information relating to Guests supplied by the Agency to the Owner is subject to the Data Protection Act 2018, the General Data Protection regulations (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and other relevant legislation and the Owner undertakes accordingly to comply with all statutory duties in relation to such information and to keep such information confidential, to use it only for the purpose of the Booking through the Agency, not to use it for any marketing purposes and not to disclose it to any other party.

3.8          Any response by the Owner to the Guest feedback questionnaires must be made to the Agency only.

3.9          Charges for gas and electricity shall be included in the Booking price. The owner shall not charge a further amount to the Guest based on their usage of any utility.

3.10      The Owner shall not place any cameras or other visual or audio recording equipment inside the property.

3.11      The Owner hereby consents to the Agency giving details of the Owner’s name to the Guest at the point of booking and further details (including the Owner’s full name and address) to a Guest in the event of a dispute, complaint or cancellation.

4        The Agency’s Responsibilities:

4.1          the Agency shall be responsible for:

4.1.1        Photographs and descriptions of the Property subject to notification by the Owner of any changes made to the Property;

4.1.2        Creation and management of a website for displaying information about the Property including a search facility, availability record and online booking facility;

4.1.3        Advertising and all costs relating thereto as the Agency, in its sole discretion, shall deem necessary to ensure adequate bookings;

4.1.4        Arranging the Visit Wales Property inspection for star grading;

4.1.5        Negotiations (including all bookings) with Guests;

4.1.6        Advising the Owner, cleaner and keyholder (as appropriate) of all Bookings on the day the booking was taken if by email or within 3 to 5 working days by post;

4.1.7        Sending text alerts to Owners for Guest Bookings provided that the Owner has supplied a mobile phone number to the Agency, texts shall be sent after 6pm on the day the booking is made;

4.1.8        Production of an Owner newsletter;

4.1.9        Arranging a cancellation policy on all Bookings;

4.1.10    Collection of payment for Bookings from Guests and accounting for them;

4.1.11    Collecting and managing Guest feedback for the Property;

4.1.12    Maintaining an office with opening hours 09:00 to 17:30 Monday to Friday and 09:30 to 16:30 Saturday excluding public holidays;

4.1.13    Being available to Owners for advice and information about holiday lettings; and

4.1.14    Creating and maintaining Guest Booking Conditions as set out in Schedule 2.

4.2          The Agency may (in its absolute discretion but at no additional charge to the Owner) advertise and/or offer the availability of the Property for holidays through other holiday booking or marketing agencies within the United Kingdom or overseas.

4.3          All pictures and videos taken by the Agency and descriptions written by the Agency are the property of the Agency.

4.4          The Agency shall collect from the Guest an accidental damage protection fee (“Damage Protection Fee”) of £15 includingVAT for each Booking.

4.5          The Damage Protection Fee shall cover accidental damage done to the Property and or its furniture and fixtures by a Guest up to a value of £500. Damage must be reported to the Agency via email, phone or through the Agency Property Manager App as soon as possible and in no case more than 72 hours after the Booking has ended. The Owner shall supply the Agency with pictures of the damage and a description and how they propose to repair it. The Agency shall investigate any claims of damage and shall make the final judgement on the amount to be paid to the Owner.  Invoices for any expenditure associated with the repair must be supplied to the Agency and the Agency’s approval for any repair costs is required in advance of such expenditure being incurred for it to be reclaimable by the Owner from the Agency. Damage which the Agency considers is fair wear and tear will not be covered by the Damage Protection Fee and in such cases no payment shall be made to the Owner. In all cases the Agency’s decision on what is classified as wear and tear shall be final. A maximum claim amount of £1000 or 5 claims (the lower amount of the two) may be made in any calendar year.

4.6          The Owner may request an accidental damage bond be applied to any or all Bookings for their Property. The amount of this bond shall be agreed between the Owner and the Agency as well as the method of collection, either taken by the Agency at the time of the balance payment for the Booking or by the Owner on the commencement of the Booking. In the case of payment taken by the Agency any claim against the damage bond must be made within 4 calendar days of the Booking ending. If the Agency does not hear from the Owner or the cleaner of their Property within this time the Agency will return the bond to the Guest. If the Owner chooses to apply an accidental damage bond for a Booking then they may not make a claim to the Agency for accidental damage to the Property by the Guest during that Booking.

5         Bookings

5.1          While the Agency shall use its reasonable endeavours in accordance with its obligations under this Agreement to procure Bookings for the Property, the Owner acknowledges that the Agency gives no warranties or assurances as to the number or frequency of such Bookings.

5.2          The amounts charged per week for any Booking of the Property shall be those specified in Schedule 1, save as otherwise provided in this Agreement or as otherwise agreed in writing between the Owner and the Agency.

5.3          The Owner shall not advertise their property at a lower price than advertised on the Agency website.

5.4          In the event that the Booking is affected by Covid-19 or any other notifiable disease (a) by compulsory (not merely advisory) legally enforceable travel restrictions or (b) by the Property being unable to open, the Booking Conditions are varied so that the Booking will automatically be cancelled if these circumstances at (a) or (b) apply on the start date of the Booking or, provided that the Guest agrees, transferred to a later date, if these circumstances apply on the start date of the Booking. Such cancellations will generate a full refund to the Guest less a £35 (including VAT) administration fee payable to the Agency by the Guest. In the event of any dispute in relation to whether or not the provisions of this clause apply, the Agency shall be entitled to adjudicate upon this and the Agency’s decision shall be final in this regard absent manifest error.

5.5          The Owner authorises the Agency, at their discretion, to:

5.5.1        offer discounts or price increases on the rentals up to 20% of the booking price detailed in Schedule 2 unless otherwise agreed with the Agency;

5.5.2        offer short breaks ranging from 2 to 6 nights (“Short Breaks”) for all dates within the year unless stated otherwise agreed with the Agency;

5.5.3        after 24 hours of Notifying the Owner, arrange for any minor repairs and maintenance to the Property or its contents up to a maximum cost of £250 plus VAT without the prior authorisation of the Ownerwhere a Guest is in occupation of the Property or likely to be in occupation within 1 week and the Agency is unable to contact the Owner and is of the opinion that immediate remedial action is required.  The Owner shall be liable for such costs incurred and an administration fee of £50 plus VAT; and

5.5.4        after 2 hours of Notifying the Owner, arrange for any emergency repairs or maintenance to the Property or its contents up to a maximum value of £150 plus VAT without the prior authorisation of the Ownerwhere a Guest is in occupation of the Property and the Agency is unable to contact the Owner and is of the opinion that immediate remedial action is required. The Owner shall be liable for such costs incurred and an administration fee of £50 plus VAT.

5.6          Any Guest who has previously booked a holiday through the Agency, must also book any subsequent holiday at the Property through the Agency and not direct with the Owner; failing which, at its absolute discretion, the Agency shall have the right to charge commission plus VAT in respect of the holiday directly booked with the Owner at the rate stated in Clause 6.1 to be paid by the Owner to the Agency on demand.

5.7          The owner shall make the Property available for booking for a minimum of 100 days between 1^st April and 31^st September. Any Owner Booking period which takes place in these dates shall count as the Property not being available.

5.8          The Owner agrees that the Agency shall have the right at all reasonable times to enter upon and inspect the Property.

 

6        Changes to and Termination of the Agreement

 

6.1          The minimum period (“Minimum Period”) of the Agreement is 12 months from the date the Property becomes available for letting.

6.2          The Agreement may be terminated at any time with 6 months’ notice (the “Notice Period”) given by either party provided that the Minimum Period is achieved at the date of termination. Written notice must be received and acknowledged by the Agency (the “Termination Notice”), this notice must include the name of the Property and the Owner.

6.3          Upon receipt of a Termination Notice from the Property Owner, the Agency shall cease to advertise the Property for Bookings for all dates after the Notice Period but will continue to accept bookings for the period up to the end of the Notice Period.

6.4          During the Notice Period, the Property must be available for Bookings as per clause 5.7.

6.5          Any bookings which existed prior to the Termination Notice for dates following the Notice Period may continue in the usual way if this is the wish of the Property Owner. If the Property Owner does not wish these Bookings to continue the Agency shall contact the Guest and arrange for cancellation of the Booking or to transfer the Booking to another property.

6.6          In the unlikely event that the Agency has not secured any Bookings for the Owner within 6 months of the Property becoming available for Bookings the Owner may terminate the Agreement immediately without any payment due to the Agency

6.7          If the Property is put on sale, this will be considered as notice of termination of the Agreement and the Notice Period shall be started. The Agency shall cease accepting Bookings due to take place more than 3 months in advance of the date the Property is put on the market. Any Bookings already made and due to take place in the Notice Period and are subsequently cancelled shall be charged as set out in Clause 7.4.  

6.8          From time to time, the Agency may update the Agency Agreement or the Guest Booking Conditions and or charges in response to market changes or the business strategy. The Owner will be informed of these via email and information in the owner portal.

6.9          The Owner shall have 14 days from the date of the Agency sending the email to reject these changes. If the changes are rejected, this will be treated as a termination of the Agreement and the existing terms of the Agreement at the point of termination shall continue during the Notice Period.

7        Charges

7.1          The Agency shall be entitled to charge commission at the rate of 19.57% of the gross rental received + VAT.

7.2          The Owner shall be liable for charges in respect of:

7.2.1        without prejudice to clause 3.5.8, call outs to the Property in the case of a fault or problem reported by the Guest at £50 plus VAT per occasion plus a mileage allowance of £0.45 plus VAT per mile (return journey) for every mile over a distance of 20 miles from the Agency’s office in Deganwy.  The Agency will always attempt to contact the Owner or Owner’s representative before making a call out as set out in Clause 3.5.1; and

7.2.2        any other services requested by the Owner and agreed with the Agency.

7.3          The Agency may terminate the Agreement immediately following a breach of the Agreement by the Owner (including but not limited to terminating the agreement with less than 6 months’ notice, allowing the standards of the Property to fall below an acceptable level, making the Property available for less days than the minimum required in Clause 5.7, and the following fees shall apply:

7.3.1        £1500 plus VAT if within the Minimum Period; and

7.3.2        Any applicable fees as set out in Clause 7.4

7.4          For each Booking that is cancelled by the Owner whether due to the unavailability of the Property, a change in facilities at the Property, breach of this Agreement by the Owner, early termination of the Agreement by the Owner or otherwise, the Owner shall:

7.4.1        pay to the Agency a sum equal to all Commission, VAT, booking fees and any other sums paid by a Guest to the Agency but not payable to the Owner;

7.4.2        pay to the Agency an administration charge of £50 plus VAT for each confirmed Booking cancelled; and

7.4.3        pay to the Agency such sums as the Agency awarded to the Guest for the cancelled Booking as set out in Clause 6 of the Guests’ Booking Conditions in Schedule 2.

7.5          For the avoidance of doubt, payments under this Clause 7 shall not affect or reduce the liability of the Owner to a Guest. The Agency reserves the right to inform Guests of their rights against the Owner for cancellation of Bookings and to pass on details of the Owner.

 

8               Management

 

8.1         The Agency has no responsibility for managing the Property. It is the sole responsibility of the Owner to ensure the Property is of suitable standard, meets any safety or legal requirements and is ready for Guests as required.

 

9                Payments

9.1          the Agency shall remit rentals received to the Owner on a monthly basis by bank transfer and by no later than the 12^th day of the month following the month in which a letting ends, net of the Agency’s commission and charges and, where applicable, any disbursements or other charges. All payments shall be made by bank transfer, the Owner must inform the Agency if they change their bank details.

9.2          All Commission, fees, VAT, compensation or other sums due to the Agency from the Owner may be deducted by the Agency from any monies held/received by the Agency from Guests, whether comprising the Guest’s deposit, final payment or otherwise.

9.3          The Agency will use reasonable endeavours to collect Booking costs and other amounts payable by a Guest but will not be obliged to incur any legal or other costs under this clause. The Owner acknowledges that the Agency can accept no liability for any default or failure to pay on the part of a Guest.

9.4          The Agency shall produce a statement of all payments due to the Owners (the “Monthly Statement”). Unless the Owner notifies the Agency that a Monthly Statement is not agreed within 7 days of the date of the Monthly Statement, the Monthly Statement shall be deemed to be agreed and shall be binding on the Owner. If the Owner disagrees with a Monthly Statement, the Owner and the Agency shall liaise in good faith to agree the relevant Monthly Statement. For the avoidance of doubt, the Agency is not responsible for any mistakes in a Monthly Statement (including, but not limited to, if the wrong sum has been collected from a Guest) once it has been agreed or deemed to be agreed.

9.5          The Monthly Statement shall be sent to the owner by email. If an owner would like a printed copy this shall be charged £2.00 plus VAT to cover printing costs, stationery, postage and administration.

10           Liability

10.1      To the extent permitted by the law:

a)           the Agency shall have no liability, howsoever arising, to the Owner for damage to or loss of the Property or its contents, loss of rent or profits, or any other indirect or consequential loss unless proved to be caused by the Agency’s own negligence or the negligence of its employees;

b)           the Agency shall, in any event where liability is not excluded by the aforegoing provisions, not have any liability to the Owner in excess of an amount equal to half the commission received by the Agency under this Agreement in the 12 month period immediately preceding the occurrence of the event giving rise to such liability; and

c)           the Owner agrees that the Agency shall not be liable for any loss, damage or injury howsoever caused to any Guest or other person occupying the Property or to any personal belongings to the same.

8.2       The Owner covenants to indemnify and keep indemnified the Agency from and against any and all losses, damages, claims, costs and expenses (including, without limitation, legal expenses) incurred or awarded against the Agency in respect of any non observance of the terms of this Agreement by the Owner or arising from any act or omission (negligent or otherwise) of the Owner relating to the Property.

11    General

11.1.1    If any clause in this Agreement is held to be invalid, unlawful or unenforceable it shall be severable from the remainder of this Agreement which shall remain binding on the parties.

11.2      In the interpretation of this Agreement a reference to the singular shall include the plural and vice versa; the reference to one gender include a reference to any other gender.

11.3      References to Clauses and Schedules are to clauses in and Schedules to this Agreement.  The Schedules form part of this Agreement.

11.4      Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement.

11.5      References to writing include by email.

11.6      This Agreement is between the Agency and the Owner only and shall not be assigned by the Owner to any other party.

11.7      Neither the Agency nor the Owner shall be liable for failure to perform the services by reason of act(s) of God, war, fire, flood, inclement weather, Government action or by any other cause outside of their reasonable control.  Your attention is drawn to the specific Covid-19 provisions of this contract.

11.8      No alteration or variation of this Agreement shall take effect unless and until the same is in writing and signed on behalf of each of the parties by a duly authorised representative.

11.9      The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

11.10  This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior Agreement, understanding or arrangement between the parties, whether oral or in writing.  No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as previously stated in this Agreement.