These terms and conditions apply to the operations of Rapid Relocate Limited whose registered office is at Brine Well House, Tower Hill, Droitwich Spa, Worcestershire, United Kingdom, WR9 8BY with registered company number 08884830 (“Rapid”).
Rapid is a specialist relocation service provider, providing alternative accommodation solutions across the UK. Arrangements include but are not limited to:
• Hotels (Inc B&Bs and guesthouses)
• Serviced apartments
• Short and long term lets
• Holiday cottages / farmstay
• Care homes
• Mobile homes & caravans
• Mobile kitchens & bathrooms
• Capsule kitchen and pop-up shower for in house installation
• Removals
• Storage
• Other services including taxis, flights, rail etc.
A. The Client’s business includes the provision of emergency relocation solutions which require accommodation and other services in the United Kingdom.
B. The Client wishes to use the booking agency services of Rapid and Rapid agrees to provide these Arrangements to the Client on the terms set out in in these conditions. By providing Rapid with an enquiry for their services the Client shall be deemed to have accepted all terms and conditions unless otherwise explicitly agreed in writing by both parties.
C. Rapid may contract with Third-Party Suppliers on behalf of the client in order to carry out the duties as per these terms and conditions
1.Definitions
“Anti-Corruption Laws”
shall mean all local and international laws and regulations concerning fraud, bribery and corruption, including but not limited to the UK Bribery Act of 2010;
“Arrangements”
shall mean to include (but not be limited to) the accommodation, transport, meals, furniture packages, storage and removal services and other ancillary services (or any of them either individually or in any combination) provided by or on behalf of the Supplier/Principal.
“Client”
shall mean the Party wishing to use the booking agency services of Rapid and any subsidiaries and holding companies within the meaning of Section 1159 of the Companies Act 2006 or by any other party acting under the Client’s delegated authority;
“Client Customer”
shall mean the Client’s policyholder or tenant, or any third party referred to the Supplier by the Client under the terms and conditions;
“Confidential Information”
shall mean all and any commercial, financial, marketing, technical or other information, know-how or trade secrets in any form or medium belonging to or disclosed by one of the Parties, together with any copies, summaries of, or extracts from, such information in any form or medium or any part(s) of this information and which is designated as confidential or which is manifestly confidential.
“Intellectual Property Rights”
shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software and source code, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Solutions”
shall mean Rapid’s services in sourcing, booking and arranging the services on behalf of the Client;
“Supplier/Principal”
shall mean the third party supplier of the Arrangements;
2. General Terms and Conditions
2.1 When booking or otherwise arranging the Solutions, Rapid in its role as agent will arrange for the Client Customer to enter into a contract with the Supplier/Principal of the Arrangements. Rapid accept no responsibility for the provision of the Arrangements or for the acts or omissions of the Supplier/Principal. The Supplier/Principal’s terms and conditions will apply to all bookings for the Arrangements and both the Client and Client Customer should read these carefully. Rapid will be able to provide copies of such terms and conditions, where applicable, upon request.
3. Changes or Cancellation to the Arrangements by the Client or Client Customer
3.1 If the Client wishes to cancel or amend the Arrangements, or any part of them, it must advise Rapid accordingly.
3.2 Cancellations can only be accepted in accordance with the terms and conditions of the Supplier/Principal concerned and the Supplier/Principal may charge the cancellation or amendment charge showing in their terms and conditions (which may be 100% of the cost of the Arrangements). It is the Client’s responsibility to pay any such cancellation charges as applied by the Supplier/Principal.
3.3 Rapid reserves the right to charge the Client an administration charge for changes or cancellations
4. Changes or Cancellation to the Arrangements by the Supplier/Principal
4.1 Rapid will inform the Client and Client Customer of any changes or cancellations made to the Arrangements by the Supplier/Principal as soon as reasonably possible after Rapid becomes aware of such.
4.2 If, as part of any such amended or cancelled Arrangements, the Supplier/Principal offers alternative arrangements or a refund, the Client and Client Customer must let Rapid know whether it wishes to accept the alternative arrangements within the time frame stipulated. If the Client and Client Customer fails to do so the Supplier/Principal is entitled to assume that the Client accepts the cancellation and wishes to receive a full refund.
4.3 Where no alternative arrangements are offered by the Supplier/Principal, or the Client/Client Customer acting reasonably, rejects the alternative arrangements, Rapid shall assist the Client/Client Customer in sourcing alternative arrangements, at the Client’s request.
4.4 Rapid accepts no liability for any changes or cancellations made to any Arrangements by the Supplier/Principal
5. Rapid’s Obligations
5.1 In accordance with these conditions Rapid shall:
5.1.1 Provide the Solutions using good quality systems, techniques and standards and reasonable skill and care;
5.1.2 Act as the Client’s agent and in accordance with its instructions, to arrange, source and otherwise facilitate the provision of the Arrangements;
5.1.3 Make itself available upon reasonable notice for the purposes of consultation, advice and support relating to the Solutions.
5.1.4 Provide the Solutions in the location of the UK including Northern Ireland,
5.1.5 Provide full Solutions from 8:30am to 7pm Monday to Friday and 10am to 4pm, Saturdays.
5.1.6 Provide provision for emergency accommodation 24hours 7 days a week including Bank or Public holiday in England.
6. Rapid’s Responsibility for the Solutions
6.1 Rapid’s responsibilities are limited to providing the Solutions in accordance with the Client’s instructions. Rapid accepts no responsibility for any information about the Arrangements that it passes on to the Client in good faith. However, in the event that Rapid are found liable to the Client for any reason whatsoever, Rapid’s total aggregate liability to the Client in respect of any claim or series of claims will not exceed the fees paid by the Client under that relevant contract. Rapid’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions.
6.2 Nothing in this clause or in these conditions shall operate to limit or exclude Rapid’s liability for:
6.2.1 death or personal injury caused by its negligence or that of any of its employees while acting in the course of their employment; or
6.2.2fraudulent misrepresentation or fraudulent concealment; or
6.2.3any other liability which cannot be limited or excluded by law.
7. The Client’s Obligations
7.1 The Client acknowledges that Rapid’s ability to provide the Solutions at the agreed standard is dependent upon the Client’s full and timely cooperation (which it agrees to provide), as well as the accuracy and completeness of any information and data which the Client provides to Rapid. Accordingly the Client shall:
7.1.1 Provide Rapid with access to and use of all information, data and documentation reasonably required by Rapid for the performance of its obligations under these conditions;
7.1.2 Co-operate with Rapid in all matters relating to the Solutions and Arrangements;
7.1.3 Pay all Service Fees as agreed at the start of the contract and as amended from time to time;
7.1.4 Pay all invoices in accordance with Clause 8;
7.1.5 Comply with all applicable laws and regulations, including Data Protection Legislation, the Bribery Act 2010 and the Modern Slavery Act 2015 so far as they apply to the Client;
7.1.6 Indemnify Rapid against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by Rapid arising out of or in connection with any breach of any nature whatsoever by the Client or its responsibilities toward the Client Customer of its obligations expressed or implied under these conditions; and/or any act or default of the Client or Client Customer.
7.2 The Client agrees that it is responsible for any loss or damage to any physical property belonging to Rapid or any Supplier/Principal caused by the acts or omissions of the Client or the Clients customers. The Client agrees to reimburse Rapid, or where appropriate the Supplier/Principal, for the monetary value of any such loss or damage, provided always that the Client has been provided with appropriate invoices evidencing the sums due to either Rapid or the Supplier/Principal.
8. Financial & Payment Terms
8.1 In consideration for providing the Solutions, Rapid shall charge and the Client shall pay Service Charges and administrative charges, on a per booking basis.
8.2 Rapid’s default payment terms are that settlement of all invoices (issued on confirmation of booking) must be made within 30 days of the date of invoice. Where Rapid does not offer Credit Terms to the Client, the Client must settle all invoices in advance of the booking being confirmed.
8.3 If the Client under these conditions fails to make a payment due to Rapid by the due date then, without limiting any other remedies available to Rapid, Rapid reserve the right to charge the Client interest on the overdue sum, in accordance with the Late Payment of Commercial Debts Act 1998.
8.3.1 The Client is responsible for paying, in full, all sums payable to the Supplier/Principal for the Arrangements requested by the Client. If full payment of such sums is not received by the applicable balance due date, Rapid may notify the Supplier/Principal who may cancel the Client’s booking and charge the cancellation fees set out in the Supplier/Principal’s terms and conditions.
8.3.2 Where the Client disputes any amount in an invoice, payment shall not be due with regard to such disputed amount until such dispute is resolved. Such dispute shall be notified within 7 days of receiving the invoice and dealt with by the parties’ respective relationship managers, as soon as possible, and as amicably as possible.
8.4 Any and all monies paid to Rapid, which are duly payable to the Supplier/Principal of the Arrangements in accordance with these conditions are held by Rapid on the Client’s behalf until they are paid to the Supplier/Principal.
8.5 Please note that payment by the Client to Rapid does not constitute payment to the Supplier/Principal and if Rapid collect monies from the Supplier/Principal on the Client’s behalf, the Supplier/Principal’s liability to pay that money to the Client is discharged.
8.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Refunds
9.1 Credit notes or refunds (if any) for Arrangements not used may only be issued upon the return of the relevant documentation relating to the Arrangements concerned by the Client and are subject to the terms and conditions of the Supplier/Principal. Failure to return the said documentation will imply an acceptance of the invoice for the Arrangements and payment will become due in accordance with Clause 8.
9.2 In the event that any cancellation or refund requires the consent of or calculation by the relevant Supplier/Principal then the account issued will remain due and payable under Clause 8 and any sum refunded by the Supplier/Principal will only be credited to the Client’s account on receipt of same by Rapid from the Supplier/Principal.
9.3 If the Client is unsure as to the cancellation and/or refund provisions of any particular arrangement or the charges levied by a Supplier/Principal then clarification should be sought from Rapid at the time of booking.
10. Complaints
10.1 If the Client or Client Customer has a problem during the provision of the Arrangements, this must be reported to Rapid Relocate immediately. If the Client fails to follow this procedure there will be less opportunity to investigate and rectify its complaint.
10.2 Rapid in its role as agent can assist the Client in addressing any complaints that it may have to the Supplier/Principal either before, during or after performance of the Arrangements. Should the Client wish to avail itself of such assistance it should contact their usual liaison at Rapid to which Rapid will aim to respond within 3 (three) working days.
11. Termination
11.1 Rapid may terminate provision of services immediately on written notice if the Client fails to make any undisputed payments in full to Rapid, when due under these conditions and the Client has failed to remedy this non-payment within a period of 30 days.
11.2 The Client may terminate use of services immediately on written notice if in its reasonable opinion Rapid’s conduct (or that of any of its officers or employees) is likely to bring the Client into disrepute or is otherwise materially prejudicial to the Client’s interests.
11.3 Either Party may terminate use or provision of services immediately on written notice to the other Party if:
11.3.1 the other Party becomes bankrupt, or insolvent, or unable or unwilling to pay its valid debts as they fall due, or suspends or ceases or threatens to suspend or to cease to carry on its business, or if the other Party has a receiver or liquidator appointed.
11.3.2 the other Party commits a material breach of any provision of these conditions which is not remediable or, if remediable, is not remedied within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied.
11.4 Any termination of the Agreement in accordance with this Clause 11 shall be without prejudice to the rights of either Party accrued prior to such termination.
11.5 Upon termination, the Client agrees to immediately pay Rapid any outstanding undisputed sums relating to the Solutions or Arrangements or otherwise incurred / owing under that have been incurred by the effective date of termination, and any interest accruing thereon.
12. Confidentiality
12.1 Each Party undertakes to the other that it shall keep secret and shall not without the prior written consent of the other Party disclose to any third party (except to its Suppliers/Principal, legal and professional advisors) any Confidential Information learned by the recipient Party or disclosed to the recipient Party by such other Party pursuant to or otherwise in connection with the Solutions.
12.2 The obligations of confidentiality in this Clause 12 shall not extend to any information or matter which either Party can show:
12.2.1 is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these conditions;
12.2.2 was independently disclosed to it by a third party entitled to disclose the same; or
12.2.3 is required to be disclosed under any applicable law or any regulatory authority, or by order of a court or governmental body or other authority of competent jurisdiction.
13. Data Protection
13.1 The parties agree to comply with the data processing clauses at Schedule 1, which is hereby incorporated into these conditions.
14. Intellectual Property Rights
14.1 As between the Parties, subject only to Clause 14.2 below, all intellectual property and other proprietary rights in all specifications, working methods, profile forms, files and contents, software, systems, applications, technology (including, but not limited to, all configuration, implementation, enhancement, and development work undertaken for the Client), databases, know-how, work product and other documents and material of any sort in any medium used, produced, procured or provided by Rapid, its employees, agents or sub-contractors from time to time for the purposes of provision of services (collectively, “Rapid Property”) shall belong to and vest in Rapid or its licensor(s) (as the case may be).
14.2 As between the Parties, all Intellectual Property Rights in any branding, technology or software provided or procured by the Client for Rapid’s use in relation to the provision of the Solutions, and which it has been mutually agreed in writing that Rapid shall so use (collectively, “Client Property”), shall belong to and vest in the Client or its licensor(s) (as the case may be).
14.3 The Client (in respect of Client Property) and Rapid (in respect of Rapid Property) hereby grant to the other a non-exclusive, non-transferable, revocable licence for the term of service provision, without the right to grant sub-licences, to use the same to the extent necessary, and in the manner approved and agreed, in relation to the Solutions provided pursuant to these conditions, solely for the purpose of enabling the Parties to fulfil their respective obligations and exercise their rights under these conditions.
14.4 Unless the Parties mutually agree otherwise in writing, the Client’s rights hereunder to use and receive Rapid Property, and the licence granted above, will terminate automatically upon termination or expiration of service provision.
15. Force Majeure
15.1 Neither Party hereto shall be liable to perform its obligations under these conditions in so far as such performance is hindered or prevented by strikes, lockouts, riots, war (declared or undeclared), acts of God, civil insurrection, fire or other similar cause, or failure of a third-party supplier, provided that any such specified cause or other similar cause is beyond the reasonable control of such Party.
16. General
16.1 No purported variation of these conditions shall be effective unless it is agreed by Rapid in writing, refers specifically to these conditions, and is duly executed by each Party to these conditions.
16.2 No waiver by any Party of any breach by the other of any of the provisions of these conditions shall be construed as a waiver of any subsequent breach.
16.3 If any provision of these conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Both Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
16.4 These conditions and any benefit or obligation under it is not assignable by either Party without the consent of the other nor can it be sub contracted by either Party without the consent of the other.
16.5 Nothing in these conditions shall create a commercial agency, partnership or joint venture between the Parties.
16.6 A person who is not a Party to these conditions (except for Associated Companies) has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of these conditions but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
17. Law and Jurisdiction
17.1 These conditions and any matters arising from it is subject to and governed by English law and the Parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England and Wales.
The Client wishes to receive the Solutions set out and in accordance with these conditions which will be arranged on its behalf by Rapid strictly subject to the terms of these conditions.