Terms of Use

LateRooms Limited ("miniBreaks")

Website Terms of Use

Use of this website (the "Site") is subject to the following terms and conditions of use ("terms of use"). By using and/or visiting the Site, you agree to these terms of use.

1. STATUS OF INFORMATION PLACED ON THE SITE

Any information placed on the Site relating to hotels advertised on the Site including, but without limit, details of the hotel, the availability of rooms at the hotel, the price of the rooms, the facilities available at the hotel, any accreditations afforded to the hotel and/or any details relating to any other services advertised on the Site have been placed on the Site by hotel owners or affiliates of miniBreaks. Such information does not constitute any advice or recommendation given by miniBreaks.

2. CONTRACTUAL RELATIONSHIP

1. miniBreaks is a booking agent for the hotels and other service providers advertised on the Site. Your contract for the room and/or other services advertised on the Site that you wish to book or purchase will be with the applicable hotel or service provider and not with miniBreaks. In many cases, this will mean that there are additional terms and conditions governing the contract as each supplier will have its own terms.

2. All queries, questions and issues with the rooms and/or services you book via miniBreaks should be directed to the hotel or other service provider with which you enter into a contract.

3. BOOKING PROCEDURE

1. Bookings may be made by:- (a) Clicking on the "Book by Telephone" button, dialling the miniBreaks telephone number and quoting the applicable reference number listed on the Site; or (b) Clicking on the "Book Online" button and following the simple booking procedure.

2. To make a booking you will be asked to submit personal information (as defined in Clause 8.2) ("Personal Information") about yourself such as your name, email address, telephone number and credit card details. Whenever you provide such Personal Information, miniBreaks will collate and use such Personal Information in accordance with miniBreaks "Privacy Policy", details of which are set out at the end of these terms of use. Please read this in full before providing any Personal Information to miniBreaks.

3. miniBreaks will confirm your booking and issue you with an email confirmation.

4. miniBreaks will not deduct any money from your credit card. The hotel or other service provider with which you enter into a contract will take payment.

5.If you cancel your booking, there may be a cancellation charge. In any event, if you cancel within the hotel's cancellation period, you will be charged a Cancellation Fee. Further details of our cancellation policy are set out in our email to you confirming your booking.

4. WEB LINKS AND DOWNLOADS

1. miniBreaks may provide hyperlinks or pointers to other websites maintained by third parties which miniBreaks think may be of interest to visitors of the Site.

2. Information placed by hotel owners and other service providers on the Site and information on any sites linked to the Site is not under the control of miniBreaks. If you decide to access any such information you do so at your own risk.

3. It is always wise for you to run an anti-virus programme on all content and materials downloaded from the Internet in general and the Site in particular.

5. CHANGES TO THE CONTENT OF THE SITE

miniBreaks reserves the right to make changes and corrections to the information placed on the Site at any time, without notice to the visitors to the Site.

6. miniBreaks LIABILITY TOWARDS YOU

1. By accepting these terms of use you acknowledge and agree that miniBreaks is a booking agent for the hotels and other services advertised on the Site. You further acknowledge and agree that your contract will be with the hotel or other service provider from which you book a room or purchase services and that miniBreaks shall not in any way be responsible to you for the provision of a room or any other service following your reservation.

2. You expressly agree that:

(a) Your use of the Site is at your sole risk. The Site and the content available on it (whether relating to hotels, or other information posted by miniBreaks or third parties ) is provided free of charge and on an "as is" and "as available" basis. miniBreaks expressly disclaims all warranties of any kind, whether express or implied, including, but without limitation, any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement. As stated in clause 2 of these terms of use, we act on an agency model and your contract will be with the supplier of the room or other service, and accordingly we shall have no liability to you in respect of any the services supplied or your use of the website and/or its content, and such liability shall be excluded to the fullest extent permitted by law, subject to clause 6.4 of the terms of use.

(b) miniBreaks makes no warranty that:

1. (i) the content placed on the Site will meet your requirements;

2. (ii) access to the Site will be uninterrupted, timely, secure, or error-free;

3. (iii) information on the Site will be accurate or reliable;

4. (iv) the server that makes the Site available is free from viruses

(c) any material downloaded or otherwise obtained through your use of the Site is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

3. miniBreaks shall not be liable to you for any special, indirect or consequential loss or damage including, but without limitation, loss of profit, loss of anticipated profit, loss of business, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill or otherwise or any costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arises out of or in connection with your use of the Site or any contracts you make with hotels or other service providers advertising on the Site.

4. Nothing in these terms of use shall operate to exclude or limit the liability of miniBreaks for fraudulent misrepresentation or death or personal injury caused by our negligence.

7. OWNERSHIP OF SITE CONTENT

1. The ownership of and sole rights to obtain the ownership of the content placed on the Site shall at all times be vested in miniBreaks.

2. You may not modify, reproduce or distribute the content placed on the Site or use any trademarks associated with miniBreaks without the prior written consent of miniBreaks.

3. You may download one copy of the content of the Site for your own personal use but you may not in so doing remove any trademark, copyright or other proprietary notice.

8. TERMINATION OF YOUR USE OF THE SITE

miniBreaks may terminate your access to and use of the Site at any time and for any reason without notice to you.

9. SEVERANCE

If any provision of these terms of use is found to be invalid, illegal or unenforceable for any reason by any competent authority or a court of law, the remaining terms shall continue in full force and effect.

10. ENTIRE AGREEMENT

1. These terms of use represent the entire agreement between you and miniBreaks relating to your use of the Site and any bookings or purchases you make as a result of using the Site and supersede all prior agreements, arrangements and understandings relating thereto.

2. You agree that you will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of miniBreaks prior to accepting these terms of use whether such representation was made orally or in writing.

11. GOVERNING LAW

These terms of use shall be governed by and construed in accordance in all respects with the laws of England and Wales and in the event of any dispute regarding your use of the Site you shall submit to the exclusive jurisdiction of the English Courts.

12. PRIVACY POLICY

1. miniBreaks are based at The Deva Centre, Trinity Way, Manchester, M3 7BB. This statement describes the policy and practices of miniBreaks with regard to processing of Personal Information on the Site. miniBreaks' principal activities involve advertising the availability of hotel rooms, details of which are placed on the Site by hotel owners.

2. "Personal Information" means information that relates to a living individual who can be identified from that information or from that information together with other information which is held by or is likely to be held by miniBreaks.

3. It is the policy of miniBreaks to take all necessary steps to ensure that Personal Information held by miniBreaks is processed fairly and lawfully. miniBreaks will take all necessary steps to implement this policy. All employees of miniBreaks and data processors who have access to Personal Information are obliged to respect the confidentiality of your Personal Information.

4. It is the policy of miniBreaks to ensure that all relevant statutory requirements are complied with, including the eight Data Protection Principles contained in the Data Protection Act 1998 ("the Act"), and to monitor the internal procedures of miniBreaks periodically to ensure compliance.

5. You can access the Site home page and browse the Site without disclosing Personal Information.

6. In order to provide some of the services offered by the Site, miniBreaks need to hold certain Personal Information including your name, telephone number, email address and credit card details. Except to the extent that miniBreaks is required or permitted by law, any Personal Information which miniBreaks collect will be used for the purpose of taking and verifying bookings in relation to the services offered on the Site and miniBreaks will not hold it for any longer than is necessary for this purpose.

7. miniBreaks may collect Personal Information that you volunteer while using the Site. This information may be used by miniBreaks to notify you about important changes to the Site, new services and other information miniBreaks think you may find interesting. Where miniBreaks collect such information, miniBreaks make clear the nature of the information and the purposes for which it is used and miniBreaks will offer you the choice to opt-out of providing such information

8. miniBreaks do not knowingly collect Personal Information from children.

9. When you view the Site, miniBreaks may store some information on your computer. This will be in the form of a "cookie" file, which will enable miniBreaks to tailor the Site to match your interests and preferences. The "cookie" file is used to store the IP address of your machine and will not contain any data personal to you. Your internet browser may allow you to erase the "cookie" file, block all "cookies" or receive a warning before a "cookie" is stored. Please refer to your browser instructions. The "cookie" file will be deleted 30 days after the date on which you last access the Site

10. Personal Information may be transferred to countries outside the European Economic Area in order to facilitate the booking of hotel rooms and/or purchase of other services which may not have data protection laws as comprehensive as those that exist in the EEA. In using the Site you consent to such a transfer.

11. miniBreaks may disclose Personal Information about Site visitors to other organisations that are hotel partners or affiliates or to organisations contracted by miniBreaks to manage aspects of the Site. In particular, miniBreaks will send Personal Information to miniBreaks' hotel partners to enable them to process your booking.

12. miniBreaks will monitor on an ongoing basis compliance with the provisions of the Act by third party processors of Personal Information held by miniBreaks.

13. miniBreaks may from time to time use your Personal Information to send you information by email about miniBreaks, www.miniBreaks.com and other information that you may find useful. If you do not wish to receive this information please contact miniBreaks by email at admin@miniBreaks.com taking care to state the exact email address from which you have previously booked.

14. The Site contains links to other internet sites that are not owned by miniBreaks. miniBreaks is not responsible for the content of such sites or for the privacy policies of such sites or for Personal Information that such sites may collect or place on your computer.

15. You can find out what Personal Information miniBreaks holds about you by writing to miniBreaks at The Deva Centre, Trinity Way, Manchester, M3 7BB. Your request must be accompanied by a cheque for £10.00. miniBreaks will acknowledge your request within [ten] working days. Should miniBreaks be prevented from disclosing your Personal Information miniBreaks will give reasons for any such refusal.

16. If any of the Personal Information that miniBreaks hold about you is incorrect or needs updating, or if you want miniBreaks to delete any Personal Information, please contact miniBreaks at The Deva Centre, Trinity Way, Manchester, M3 7BB. miniBreaks may request that you provide further information and identification to enable miniBreaks to comply with this request.

17. miniBreaks regard the databases of Site visitors' information (which may include your Personal Information) as a valuable asset. Should miniBreaks sell or transfer any of miniBreaks' business assets this may include the sale or transfer of such databases of information to third parties. Such a transfer or sale may mean that your Personal Information is transferred to countries outside the European Economic Area. In using the Site and accepting these terms of use you consent to such use of your Personal Information.

18. In addition to this we use Google Analytics, a web analytics service provided by Google, Inc ("Google"). Google Analytics uses cookies, to help analyse how visitors use our site. The information generated by the cookie about the use of our website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of our website, compiling reports on website activity for miniBreaks and providing other services relating to website activity and Internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your Web browser, however please note that if you do this you may not be able to make full use of our website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

ACCESSIBILITY STATEMENT

1. ACCESSIBILITY

1. Late Rooms Limited ("miniBreaks") takes our responsibility for making accessible web content and software seriously. miniBreaks is committed to developing software products that promote accessibility for people with disabilities and meet current accessibility standards, including those defined by Section 508 website of the U.S. Rehabilitation Act and the W3C's Web Content Accessibility Guidelines.

2. miniBreaks is actively engaged in the ongoing process of testing our products and website for compliance with current accessibility standards 1.

3. At miniBreaks we are working hard to provide access to services and information that are helpful to all our customers. Many Internet users with disabilities find web sites difficult to use simply because of the way they are designed. This website has been designed to be as accessible as possible and to be compatible with the types of adaptive technology used by people with disabilities, including screen readers.

4. On this website you can control the size of the text, the colours and the stylesheets, dependant upon the functionality of your browser.

2. NAVIGATING THIS WEBSITE

To navigate through this website once you have gone beyond the homepage, please use the menu at the top of each page.

3. FONT SIZES

You may change the font size of this document to your preference through your browser by doing the following:-

(a) In Internet Explorer, select View, then Text Size, and then your preferred size; or

(b) If you are using an alternative browser, please refer to the specific browser instructions.

4. STYLESHEETS

You may import your own stylesheet into this website by doing the following:-.

(a) In Internet Explorer select tools, then Internet Options, and then accessibility. Next click on any or all of three checkboxes to ignore colours, font styles or font sizes. In the same window you can change your stylesheet by clicking the checkbox that says, 'format document using my stylesheet' then simply browse to your stylesheet and click ok;

(b) In Netscape select Edit, then Preferences, and then Appearance. You will then be given the choice to specify your own colours and fonts; or

5. FEEDBACK

We have tested this website thoroughly and are always keen to improve our accessibility tools. We would like to know if you have found this website accessible or if you have had any problems. Please email admin@miniBreaks.com with any queries or comments or call 0870 735 0279.

DISCLAIMER

miniBreaks is offered at the prices shown, subject to availability.

Because participating hotels control the data featured on this service, miniBreaks cannot be held responsible for the accuracy of the hotel information or the room rates shown. As a result, we cannot be held responsible for any loss, costs or damages incurred as a result of using this service. The accuracy of the information on miniBreaks is the sole responsibility of the owners of the property. The company gives no confirmation or guarantee of the description or standard of the property in the adverts published. The individual hotel's standard terms and conditions apply. Please confirm all details with the hotel at the time of booking.

Click here for information on our Privacy Policy & Terms of Use

All information contained on this website is property of LateRooms Ltd and cannot be reproduced in any format for any purposes without the prior written permission of LateRooms Ltd.

Information which you supply whilst using this website may be held in our computer records. It may be used to offer you new services (by post, telephone, e-mail or fax) which we think might be of interest to you. If you do not want your information to be used for marketing purposes please inform us in writing at: miniBreaks, The Tower Building, Deva Centre, Trinity Way, Manchester, M3 7BF, UK; or by email at remove@minbreaks.com.

General Terms for Hotel Owners

1. INTERPRETATION

In these Conditions the following words shall have the following meanings.

"Agreement" means the agreement between the Owner and LateRooms Ltd relating to the Owner placing Hotel Information on the Web Site, which shall be governed by these Conditions;

"Conditions" means the terms and conditions set out below;

"Customer" means a Visitor who reserves a Hotel room.

"Fee" and "Fees" means the fee or fees payable by the Owner to miniBreaks pursuant to Clause 7;

"Hotel" means any hotel in relation to which the Owner places Hotel Information on the Web Site;

"Hotel Information" means any information placed on the Web Site by the Owner relating to the Hotel including, but without limitation, details of the hotel, the availability of rooms at the Hotel, the price of the rooms, the facilities available at the hotel, and/or any accreditations afforded to the Hotel;

"miniBreaks" is owned by Late Rooms Limited (Company Number 03816947) of LateRooms Ltd, Brewery Yard Deva Centre, Trinity Way, Manchester, M3 7BB, UK;

"Owner" means the owner of the Hotel;

"Visitor" means a visitor to the Web Site who accesses the Hotel Information;

"Web Site" means the miniBreaks website found at www.minibreaks.com;

1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.

1.4 Any reference to a Clause shall mean a clause of these Conditions.

2 PLACEMENT OF HOTEL INFORMATION ON THE WEB SITE

2.1 In consideration of the payment of the Fee, miniBreaks shall permit the Owner to place Hotel Information on the Web Site, subject to the Owner complying with the Conditions.

2.2 These Conditions shall apply to the Agreement to the exclusion of any other terms and conditions.

3 PLACEMENT PERIOD

3.1 Following acceptance of these Conditions, the Owner shall be entitled to place Hotel Information on the Web Site.

3.2 The Owner has no obligation to agree to continue to place Hotel Information on the Web Site and the Agreement shall terminate without liability on either party (save for any sums due by the Owner) if the Owner removes its Hotel Information or if miniBreaks terminates the Agreement.

4 HOTEL INFORMATION

4.1 The Owner shall have exclusive responsibility for all Hotel Information placed on the Web Site. The Owner warrants and represents that all Hotel Information shall:

(a) be legal, honest, accurate and truthful and, without limit, shall accurately represent the prices, standard, specifications and facilities of the Hotel and Hotel rooms;

(b) be kept up to date and updated on a daily basis;

(d) not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other intellectual property rights of any third party;

(e) not be obscene, libellous or defamatory of any person, company or organisation;

(f) not be deliberately misleading, breach any applicable law or regulation or code of practice;

(g) comply with any instructions issued from time to time by miniBreaks about the use of the Web Site;

(h) be remotely updated by the Owner entirely at its own risk; and

(i) be input only by someone who is authorised to do so by the Owner.

4.2 All questions and complaints from Visitors accessing the Hotel Information are the exclusive responsibility of the Owner and shall be handled by the Owner. miniBreaks shall be under no obligation to the Owner to answer or address any questions, queries or complaints raised by Visitors.

5 THE WEB SITE

5.1 The Owner shall:

(a) report to miniBreaks any suspected faults in or infiltration of the Web Site of which it may become aware as soon as such suspected faults or infiltration come to the Owner's attention;

(b) keep confidential and take all necessary steps to ensure the continued confidentiality of its account identification details, password, security encryption devices and other confidential information relating to the Web Site and notify miniBreaks forthwith in the event of a third party stealing its password or using its account identification details;

(c) ensure that it has all necessary rights, licenses and consents to incorporate the Hotel Information into the Web Site and to link the Web Site to those sites owned by the Owner or by third parties to which the Owner wishes the part of the Web Site that incorporates the Hotel Information to be linked.

5.2 miniBreaks may at any time:

(a) suspend the availability of the Web Site (or any part of it) for the purpose of repair, maintenance or improvement or to preserve security;

(b) vary the technical specifications of the Web Site (or any part of it) for operational reasons;

(c) remove or amend any or all of the Hotel Information from the Web Site which in miniBreaks reasonable opinion is unlawful or has been placed on the Web Site in breach of the Agreement;

(d) suspend the availability of the Web Site or any part of it if the Owner fails to pay any Fee on the due date.

5.3 The Owner acknowledges and agrees that any personal data (as defined by the Data Protection Act 1988) collected by miniBreaks from Visitors shall be collected by miniBreaks as a data controller (as defined by the Data Protection Act 1988).

5.4 (a) The Owner agrees to the inclusion of customer reviews, both comments and/or ratings.

(b) Objections to a customer review must be made in writing within seven days of posting. All complaints must be made in writing to the Reviews Coordinator, LateRooms Ltd, Deva Centre, Manchester, M3 7BF

(d) The removal of a review is at the discretion of miniBreaks, and miniBreaks decision is final.

(e) Any review which cannot be legally disproved will stand as a reasonable opinion of the customer.

(f) miniBreaks agree to provide the Owner with the guest booking reference number should they wish to address or dispute a review.

(g) miniBreaks will not publish:

i. Any comment that is inappropriate, using defamatory, vulgar or abusive language.

ii. Any review that contains any advertising.

iii. Any review which may disclose somebody’s personal identity or details.

(h) Please be advised customer reviews will be shared across all websites operated by LateRooms Ltd which shall include any trading names, brand names and operating companies, and may be distributed to selected LateRooms partner websites.

6 INTELLECTUAL PROPERTY

6.1 miniBreaks (or its licensors) shall own the copyright and all other intellectual property rights in the design, layout, text and graphics of the Web Site including, but without limitation, the Hotel Information placed on the Web Site by the Owner, and the Owner hereby assigns all such copyright in such Hotel information to miniBreaks.

6.2 All goodwill arising in connection with the Web Site shall belong to miniBreaks. miniBreaks shall be entitled to re-supply the Hotel Information to third parties involved in the provision of accommodation availability information via any existing or future online media.

6.3 The names, images, pictures, logos and icons identifying miniBreaks, are, unless otherwise stated, intellectual property rights of miniBreaks. Other products, pictures, images, logos, and icons and company names mentioned on the Web Site may belong to other companies.

6.4 The Owner may not use any images, pictures, logos, materials or icons identifying miniBreaks contained on Web Site or otherwise without the prior written approval of miniBreaks.

7 FEE AND BOOKING PROCEDURE

7.1 The Owner shall pay to miniBreaks a fee of 15% of the gross ticket value (i.e. includes local tax) of each hotel room booked by a Customer via the Web Site or otherwise with miniBreaks during or following a visit by the Customer to the Web Site. Alternatively, if we have agreed in writing with you the Owner to charge a variation on this agreed commission, this shall be in substitution for the commission stated above.

7.2 The Fee shall be exclusive of value added tax, which the Owner shall additionally pay to miniBreaks.

7.3 miniBreaks shall be entitled to issue an invoice for the Fee payable in respect of each Hotel on the first day after the end of the month in which the Owner places Hotel Information relating to such Hotel on the Web Site and at agreed intervals thereafter.

7.4 The Owner shall make payment in full in respect of each invoice within 14 days of the date of the invoice.

7.5 The Owner shall keep full, proper and up to date books of accounts and records showing clearly all enquiries, transactions and proceedings relating to the booking of rooms at each Hotel during this Agreement and for a period of [12 months] after termination of this Agreement. The Owner shall allow or enable authorised representatives of miniBreaks to have access to the Hotel (or other relevant premises) for the purpose of inspecting such books and records (including the taking of such copies as they shall require) to establish that the correct Fees have been paid.

7.6 The Owner agrees to the recording of all telephone calls, both inbound to any miniBreaks telephone number, and outbound from any member of our team.

8 WARRANTY AND LIABILITY

8.1 miniBreaks shall provide the Web Site "as is". The Owner acknowledges and agrees that it is technically impossible for miniBreaks to provide the Web Site uninterrupted, free of faults or guarantee that the Web Site will not be infiltrated by unauthorised users or hackers.

8.2 Except as set out expressly in the Agreement, miniBreaks makes no warranties or representations either express or implied in relation to whole or any part of the Web Site or any other matter relating to this Agreement, including but without limitation:-

(a) any warranties or conditions of title, usability, condition, operation, non-infringement of intellectual property rights, completeness, accuracy, satisfactory quality or fitness for a particular purpose

(b) any duty to use reasonable care and skill in relation to the carrying out of its obligations under the Agreement;

(c) that the Web Site will be uninterrupted or error-free or that it will meet any particular criteria of performance or quality

and all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the availability and operation of the Web Site or otherwise are hereby expressly excluded from the Agreement to the extent permitted by law.

8.3 The following provisions set out the entire liability of miniBreaks (including any liability for the acts or omissions of its employees, directors, agents and/or sub-contractors) to the Owner in respect of any breach of the Agreement, any claim under an indemnity, any breach of statutory duty, any representation, or tortuous act or omission including, but without limitation, negligence arising under or in connection with the Agreement.

8.4 Subject to Clauses 8.5 and 18.3, miniBreaks' total liability in aggregate for any and all claims made against miniBreaks (howsoever arising) in contract, any claim under an indemnity, breach of statutory duty, tort (including but without limitation negligence) misrepresentation or otherwise, arising out of or in connection with the Agreement shall not exceed the amount of the total Fees paid or payable to miniBreaks at the time that the event giving rise to the liability arises.

8.5 miniBreaks shall not be liable to the Owner for any loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill nor for any special, indirect loss or damage, (howsoever arising) which arise out of or in connection with the Agreement.

8.6 The Owner shall indemnify miniBreaks against all claims, losses, demands and costs it suffers arising out of the Owner's breach of this Agreement or the use by the Customer of the Hotel or other services offered by the Owner.

8.7 Nothing in the Agreement shall operate to exclude or limit the liability of miniBreaks for death or personal injury caused by negligence.

8.8 The provisions of this Clause 8 shall survive the termination or expiry (for whatever reason) of this Agreement.

9 TERM AND TERMINATION

9.1 The Agreement shall continue until terminated by either party giving to the other party notice in writing at any time.

9.2 The Agreement may be terminated forthwith by notice in writing by either party if the other party:

(a) commits a material breach of the Agreement which is not capable of remedy;

(b) commits a material breach of this Agreement and fails to remedy it within 30 days after receipt of notice in writing from the other party; or

(c) enters into any compromise or arrangement with its creditors, or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a receiver, manager, or administrator is appointed in respect of the whole or any part of its undertaking or assets or if there is any similar or analogous event in any jurisdiction affecting that party; or

(d) ceases or threatens to cease to carry on its business or is otherwise unable to pay is debts as they fall due.

9.3 After expiry or termination of the Agreement for any reason miniBreaks shall be entitled to immediately remove the Hotel Information from the Web Site.

10 GENERAL

10.1 Neither party shall be deemed to be in breach of the Agreement or liable for any delay or non-performance or for the consequences of any delay or non-performance of its obligations which is due to events beyond its reasonable control provided the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes.

10.2 The Owner will not without the prior written consent of miniBreaks assign, novate, sub-contract or transfer the Agreement or any part of it to any other person.

10.3 miniBreaks may without the prior written consent of the Owner assign, novate, sub-contract or transfer the Agreement or any part of it to any other person.

10.4 Notices under these Conditions may be served by personal delivery, by first class post, by facsimile or by email (provided that the email is confirmed by fax or letter within 48 hours).

10.5 Notices shall be deemed to be served:

(a) on delivery when delivered personally; or

(b) on receipt of a printout confirming due transmission when transmitted by facsimile to the facsimile number notified by the other party; or

(c) on receipt of a "read receipt" or "acknowledgement receipt" or other evidence of transmission in the case of email; or

(d) two (2) days after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective Party at its registered office, or such other address as shall have been notified to the other party in writing.

10.6 Failure by miniBreaks to enforce any provision of the Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

10.7 Nothing in the Agreement or these Conditions shall constitute or be construed as constituting a partnership or joint venture between the Owner and miniBreaks nor shall authorise either party to enter into contractual relationships or incur obligations on behalf of the other party.

10.8 If any provision of the Agreement or these Conditions is held by any competent authority or a court of law to be invalid or unenforceable in whole or in part the remaining provisions of the Agreement and the provisions of these Conditions shall remain in full force and effect.

10.9 An entity which is not expressly a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement or these Conditions.

10.10 These Conditions and the Agreement represent the entire agreement between the parties relating to the placement of Hotel Information on the Web Site and supersede all prior agreements, arrangements and understandings relating thereto.

10.11 The Owner agrees that it will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of miniBreaks prior to entering into the Agreement upon which the Owner relied in entering into the Agreement, whether such representation was made orally or in writing.

10.12 Nothing in the Agreement or these Conditions will exclude or limit the liability of the miniBreaks for fraudulent misrepresentation.

10.13 The Agreement and these Conditions shall be governed by and construed in accordance with the laws of England and the Owner agrees to submit to the exclusive jurisdiction of the English courts.