Terms and conditions
AA self-catering and serviced accommodation accreditation schemes
In these terms and conditions (“Terms and Conditions”): “AA” means AA Media Limited (registration number: 06112600) of Grove House, Chineham Court, Basingstoke, Hampshire, RG24 8AG, including its successors in business and assignees; “AA Recognition” or “AA Recognition Scheme” means the accommodation recognised by the AA recognition scheme in the relevant Recognition Year;
“Agreement” means the agreement between the AA and the Applicant for the Applicant to be a member of theAA Recognition Scheme on the terms set out in these Terms and Conditions and on the application overleaf;
“Applicant” means the person(s) or body (incorporated or non-incorporated) who or which applies to have an Establishment recognised by the AA Recognition Scheme; “Establishment” means the self-catering property/unit in relation to which an application for AA Recognition has been made by the Applicant;
“Materials” means any photographs, data, information, copy or artwork regarding the Establishment that the Applicant has provided to the AA; “Recognition Fee” means the annual sum payable by the Applicant in respect of AA Recognition for a full Recognition Year and as may be invoiced by the AA throughout this Agreement; and “Recognition Year” means a calendar year (or part thereof) during which the Establishment is part of the AA Recognition Scheme in accordance with this Agreement.
1. Once the AA has received the Applicant’s completed application form and the appropriate non-refundable registration fee the AA will arrange for an inspection of the Establishment (the “First Inspection”). Prior to the First Inspection, the Applicant shall complete the AA database questionnaire and return to the AA, together with a photograph of the Establishment (in such format as the AA may reasonably require). The Applicant confirms that, by providing the Materials to the AA, it owns all right, title and interest in the Materials and it grants to the AA, each of its group companies and/ or any of their respective agents or licenses from time to time an irrevocable, non- exclusive, royalty free licence to use the Materials in whole or part in: (a) any publications (including those in printed, digital and/or electronic format, in existence now or created in the future) relating in whole or part to accommodation which they publish from time to time and to distribute, sell, licence, advertise, promote and otherwise exploit such publications world-wide; and/or (b) on and in any website published by any of them from time to time which relates in whole or part to accommodation.
2. The AA will give consideration to the content of the inspection report generated as a result of the First Inspection but any decision as to whether or not the AA includes the Establishment in the AA Recognition Scheme, including any quality standards rating or quality scoring of the Establishment, is entirely at the discretion of the AA. The AA Recognition Scheme criteria may vary from time to time and are only indicative of the matters the AA will consider and in no way restricts the discretion of the AA as to whether or not the Establishment is included in the AA Recognition Scheme. From time to time the AA may make special awards to an Establishment in recognition of particular merit or of standards being achieved. Such special awards are awarded at the sole discretion of the AA and may be withdrawn at any time. After the relevant inspection, the AA reserves the right to charge the Applicant additional scheme fees to correctly reflect the AA Recognition rating for the Establishment (or part thereof).
3. The Applicant gives permission to the AA and/or its representatives to enter the Establishment for the purpose of: (a) conducting the First Inspection in accordance with these Terms and Conditions; and (b) conducting any further inspections the AA wishes to make at any time during a Recognition Year including (without limitation) to take photographs of the Establishment. The copyright and all other intellectual property and proprietary rights, title and interest in such photographs and any other materials or information created by or on behalf of the AA during any such inspection shall vest in the AA.
4. The AA may, in its absolute discretion, alter or withdraw the AA Recognition of the Establishment, including any rating or quality scoring, at any time following an inspection carried out by or on behalf of the AA and the Applicant shall observe and be bound by such alteration or withdrawal. The AA may, but shall not be required to,give the Applicant an opportunity to rectify any issues identified by the AA or its agent upon inspection of the Establishment within such period as the AA specifies, prior to exercising its right to alter or withdraw the AA Recognition of the Establishment.
5. In the event that the AA includes the Establishment under the AA Recognition Scheme and subject to all applicable Recognition Fees and other fees due to the AA having been paid to the AA in accordance with these Terms and Conditions, then the Applicant shall, for the duration of this Agreement, be entitled:
5.1. to order from the AA and display the AA Recognition sign specified by the AA at the Establishment site subject to: i) the payment of the relevant rental fee, and ii) the Applicant complying with the terms and conditions referred to on the AA sign order form to be completed by the Applicant (the “Sign Order Form); and
5.2. to display an accurate reproduction of the ‘AA’ logo and/or ‘AA’ awards on the Establishment’s letterheads, brochures and appropriate promotional material for the Establishment (including but not limited to digital channels) in the manner specified by the AA from time to time so as to indicate the AA Recognition for the Establishment from time to time
6. The Applicant shall ensure that it complies with all applicable laws and regulations in connection with any promotion of the AA Recognition for the Establishment. In particular but without limiting the foregoing, if there is any change in the nature or level of AA Recognition of the Establishment the Applicant shall, without delay, ensure that such change is accurately reflected in any materials and information it produces or exhibits (including any AA Recognition signs) in relation to such AA Recognition of the Establishment.
7. The Applicant hereby warrants and represents and acknowledges it is fundamental to this Agreement that: (i) the Establishment and the management of it will at all times comply with all applicable laws and regulations from time to time including those relating to disability, access, discrimination and health and safety; (ii) all necessary and appropriate policies of insurance (including, without limitation, those that cover occupiers and other persons liability) have been procured in relation to the Establishment and shall be maintained; iii) the Applicant will be fully responsible for ensuring that the terms (including but not limited to those relating to description and price of accommodation at the Establishment) of any contracts with customers are accurate, up to date and comply with all applicable laws and regulations; iv) it shall not display any signs at the Establishment or on any material relating to the Establishment which incorporate any trademarks, trade names, logo or other get up of the AA or any of its group companies other than: (a) such AA Recognition signs during the relevant Recognition Year as may be ordered by and supplied to the Applicant by the AA pursuant to Clause 5.1 above; and (b) an accurate representation of the ‘AA’ logo and/or ‘AA’ awards on any materials relating to the Establishment in accordance with Clause 5.2 above any such display shall comply fully with the terms specified by the AA from time to time; and (v) it and any other persons who are employed by or otherwise associated with the Establishment act in a way which promotes the business, interests, name, trademarks, reputation and goodwill of the AA and its group companies.
8. The ‘AA’ name and all trademarks, trade names and all logos, get up and goodwill associated with the same are the property of the AA and other than as expressly stated in Clause 5 above, the Applicant shall not obtain any right, title or interest in or to the same. The benefit of all use of the same shall inure to the AABML.
9. The Applicant warrants that any information provided by it or on its behalf to the AA in relation to or in connection with the Establishment is accurate and complete. The Applicant shall be responsible for checking all information relating to the Establishment on the AA.com website from time to time and will notify the AA promptly in writing or by email of any errors or omissions in such information.
10. Whilst the AA is providing its services under the AA Recognition Scheme, the Applicant hereby grants to the AA the right to use, and to allow its group companies, agents and/or licensees to use, the Materials for the purposes specified in Clause 1. The Applicant warrants to the AA that it is entitled to grant such rights and that the use of the same by the AA and/or any of its group companies, agents and/or licensees shall not infringe the intellectual property or proprietary rights of a third party or otherwise contravene any applicable laws. The Applicant further warrants that any moral rights, which may exist now or in the future, in the Materials are waived.
11.1. Whilst the AA will use its reasonable endeavours to ensure that any information relating to the Establishment which it publishes (including but not limited to in printed, digital and electronic format in any publications and on any website) accurately reflects the Materials, the Applicant acknowledges and agrees that the AA shall not be responsible for any errors or omissions in such information, and the AA shall not be liable for any loss, damage, cost or expense incurred by the Applicant in relation to such errors or failure. Notwithstanding the foregoing, the AA shall, as a matter of goodwill, take reasonable steps to rectify any such errors or failure.
11.2. Without prejudice to Clause 11.1 and subject to Clauses 11.3 and 11.4, the AA’s liability to the Applicant hereunder with regard to any claim or series of connected claims, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall[, unless agreed in writing by a duly authorised representative of the AA ], be limited to the amount of the Recognition Fee paid or payable by the Applicant to the AA with respect to the Establishment in the Recognition Year during which the incident or series of connected incidents giving rise to such liability occurred.
11.3. In no circumstances shall the AA be liable in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever caused for any: i) increased costs or expenses on the part of the Applicant or any other person; ii) loss of profit, business, contracts, revenues, anticipated savings, goodwill or reputation; or iii) special, indirect or consequential loss or damage of any nature whatsoever.
11.4. Nothing in these Terms and Conditions shall exclude, or be deemed to exclude the AA’s liability for death or personal injury resulting from negligence or for any other liability which cannot be excluded by law.
12. In respect of each Recognition Year, the Applicant shall:
12.1. pay to the AA the full Recognition Fee (plus VAT at the prevailing rate as at the date of the invoice), by 28 January of the relevant Recognition Year, or quarterly during the relevant Recognition Year if the Applicant has opted to pay by direct debit. For the avoidance of doubt, the full Recognition Fee remains payable by the Applicant, regardless of paying by direct debit, and/or if the Establishment ceases to be part of the AA Recognition Scheme at any time and for any reason during the Recognition Year;
12.2. immediately advise the AA of any change of ownership or control of the Establishment, whether this is of the immediate owner or of a parent organisation;
12.3. supply to the AA such information relating to the Establishment including (without limitation) regarding its employees, agents and/or representatives as the AA may reasonably require upon request or as otherwise required by these Terms and Conditions;
12.4. investigate promptly any complaint or dispute received by the AA in regard to the Establishment, and co-operate fully with the AA in the resolution of such complaint or dispute;
12.5. allow and facilitate access to employees, agents and/or representatives of the AA to the Establishment from time to time for the purposes of any inspection which the AA wishes to carry out in connection with the AA Recognition of the Establishment (existing or prospective). The Applicant agrees that telephone calls made by the AA to arrange bookings for inspections may be recorded for assessing quality and training purposes;
12.6. pay to the AA, on receipt of the relevant invoice and in accordance with any specified payment terms, any fee that may be due in relation to this Agreement including without limitation those in connection with any advertising of the Establishment and the rental of the AA Recognition sign or signs.
13. The Applicant warrants that it is fully entitled and authorised to enter into this Agreement with the AA in accordance with these Terms and Conditions and, in particular, that any licence that the Applicant grants to the AA pursuant to this Agreement does not infringe any third party intellectual property or proprietary rights of, or contravene any agreement the Applicant has entered into with, any third party. The Applicant hereby agrees to indemnify the AA in full and on demand against all losses, costs, expenses, damages, claims and other liabilities, howsoever arising and whether direct, indirect or consequential, resulting from the Applicant’s breach of clauses 1, 5, 6, 7, 9, 10, 12, 13, 14, 20, 21, 27 and/or 28 of these Terms and Conditions.
14. The Applicant understands and agrees that the Recognition Fee (whether made in one payment or quarterly by direct debit), is non-returnable by the AA, and relates to and is payable for the AA Recognition, services and benefits that the Applicant and Establishment receives during the applicable Recognition Year (or part) in which the Establishment is part of the AA Recognition Scheme. Unless this Agreement and the AA Recognition for the Establishment is terminated in accordance with clauses 16, 17 or 18 below, the AA Recognition will automatically renew on 1 January of each Recognition Year and an invoice for Recognition Fees and related fees will be despatched accordingly, which the Applicant shall pay in accordance with the payment terms on the invoice, unless the AA receives at least 28 days’ notice in writing from the Applicant that it no longer wishes to participate in the AA Recognition Scheme before 1 January of the new Recognition Year.
15. The AA shall be entitled to charge the Applicant interest on any overdue sum from the date when payment is due until the date of actual payment (as well after as before judgement) at a rate per annum of 4% above the base rate from time to time of Barclays Bank Plc. Such interest shall accrue from day to day and shall be paid subject to any withholding tax.
16. This Agreement (and the AA Recognition for the Establishment) shall terminate immediately upon the occurrence of any of the following events:
16.1. notification by the AA that the AA has withdrawn the AA Recognition for the Establishment;
16.2. any change in ownership or control of the Applicant or Establishment, whether this is in relation to the immediate owner or any parent organisation (unless the AA has given its prior written consent to such change of ownership or control);
16.3. if the Applicant goes into liquidation other than a voluntary liquidation for purposes of reconstruction or if a manager, receiver or encumbrancer takes possession of or is appointed over the whole or a substantial part of the Applicant’s business and/or assets or if the Applicant enters into an arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement) or a petition is presented or a meeting is convened for the purpose of making an administration order or if the Applicant ceases to carry out his business or if the Applicant becomes insolvent or is otherwise unable to pay its debts as and when they fall due; or
16.4. the Applicant is in breach of Clause 28.
17. The AA shall be entitled to terminate this Agreement and the AA Recognition of the Establishment forthwith by notice in writing to the Applicant:
17.1. in the event that the Applicant has not paid any Recognition Fee (or part thereof) which is due to the AA pursuant to the terms of this Agreement or any other agreement with the AA with respect to the payment thereof;
17.2. following any material breach by the Applicant of these Terms and Conditions (which shall include any breach of clauses 3, 5, 6, 7, 9, 10, 12, 13, 14, 27 and/or 28);
17.3. in the event that the Applicant or any other person who is employed by or otherwise associated with the Establishment is, in the reasonable opinion of the AA, directly or indirectly damaging or otherwise having or a material adverse effect on the business, interests, name, trademarks, reputation and/or goodwill of the ‘AA’ or is reasonably likely to do so; or
17.4. where a complaint is made to the AA about an Establishment or a claim is made that the information provided by the Applicant and used in any advertisement relating to the Establishment is inaccurate. Without prejudice to the foregoing, the AA may (but shall not be required) to investigate any such complaint or claim and if it believes that such complaint or claim is genuine, to give the Applicant the opportunity to rectify an issues brought to the attention of the AA by the complaint or claim.
18. The Applicant shall be entitled to terminate this Agreement and the AA Recognition of the Establishment at any time by giving the AA at least 28 days’ notice in writing. For the avoidance of doubt, the full Recognition Fee shall be payable by the Applicant for the Recognition Year during which such notice is given, notwithstanding termination by the Applicant during the course of a Recognition Year, and no refund of the Recognition Fee (or part) will be made to the Applicant by the AA.
19. Any termination of this Agreement, howsoever occasioned, is without prejudice to any right, remedy, obligation or liabilities of a party then accrued, including, without limitation, the AA’s right to any Recognition Fee (or part thereof) and fees for the rental of the AA Recognition signs and any advertising fees which have been invoiced and in relation to which payment has not been received.
20. On termination of this Agreement, howsoever caused, the Applicant shall immediately:
20.1. comply with the terms and conditions of the Sign Order Form including, in particular (unless otherwise notified in writing by the AA), at the Applicant’s own expense, within 28 days of such termination, by removing all references to the ‘AA’ from websites promoting the Establishment and from all other media channels utilised by the Applicant to promote the Establishment and by removing all signs displaying the ‘AA’ logo or ‘AA’ awards from the Establishment (including the AA Recognition signs) and securely disposing of the same;
20.2. make no further use of, and (to the extent reasonably possible) withdraw from circulation, any information, documents or other material (including, but not limited to, headed writing paper, promotional brochures, leaflets and advertisements) showing the ‘AA’ logo or ‘AA’ awards or otherwise indicating an existing or past AA Recognition;
20.3. make no further representation, in any form, that the Establishment holds or has held an AA Recognition; and
20.4. confirm to the AA in writing that it has complied in full with Clauses 20.1 to 20.3 above.
20.5. Clauses 1, 8, 10, 11, 19, 20, 21, 23, 24, 25, 27 and 28 shall survive termination of this Agreement, however arising.
21.1. If, after 28 days following termination of the AA Recognition for the Establishment, the Applicant has not complied with its obligations pursuant to Clause 209:
21.2. the Applicant shall allow the employees, agents or representatives of the AA such access as they require to the Establishment to remove all signs displaying the ‘AA’ logo or ‘AA’ awards (including the AA Recognition signs) displayed on the Establishment. The Applicant shall pay to the AA on demand all costs and expenses thereby incurred; and
21.3. the AA shall be entitled to invoice the Applicant a sum equal to the Recognition Fee which would have been payable if this Agreement had not been terminated, for any period during which the Applicant remains in breach of its obligations pursuant to Clause 19.
21.4. The AA may but shall not be obliged to reinstate any recognition of the Establishment under the Recognition Scheme following the Establishment ceasing to be part of the same.
22. The AA may assign, novate, subcontract or otherwise transfer all or any of its rights and/or obligations under this Agreement to any of its group companies at any time.
23. This Agreement supersedes and replaces any and all prior agreements and arrangements, whether oral or written, between the AA and the Applicant relating to the AA Recognition of the Establishment and sets out the entire agreement between the parties in respect of the Applicant’s application for the Establishment to be recognised under and any actual recognition of the Establishment under the AA’s Recognition Scheme. No amendment to these Terms and Conditions shall be effective unless agreed in advance in writing by an authorised representative of the AA. The AA reserves the right to amend these Terms and Conditions at any time and all such changes shall be binding upon the Applicant from the date the revised Terms and Conditions are made publicly available by the AA save that any substantial changes to the Terms and Conditions will not be binding until 14 days’ after the date AA notifies the Applicant of the same. The AA’s failure to enforce or rely on any of provision of these Terms and Conditions on a particular occasion or occasions will not act as a waiver of the AA’s rights thereunder and will not prevent the AA from subsequently relying on or enforcing them.
24. These Terms and Conditions are governed by and to be interpreted in accordance with English law and each of the AA and the Applicant submit to the exclusive jurisdiction of the English courts in relation to any issue, dispute or claim arising under them.
25. Nothing in these Terms and Conditions shall confer, or is intended to confer, on any third party (other than any group companies of the AA under clauses 1, 8, 9, 10 and/ or 27) any benefit or the right to enforce any term under the Contracts (Right of Third Parties) Act 1999, as may be amended or replaced from time to time.
26. The AA shall not be deemed to be in default of any provision of these Terms and Conditions as a result of its inability to perform or any delay in performing any of its obligations under these Terms and Conditions because of circumstances beyond its reasonable control such as, without limitation, Act of God, fire, flood, unavailability of materials or suppliers, strike, national calamity, lockout, war, or any order or enactment of legally constituted authority of any country.
27.1. If the Applicant gives the AA information about another person, in doing so the Applicant warrants that: (a) such person has: (i) given the Applicant permission to provide such data to the AA; (ii) given the AA permission to process their personal data in accordance with this clause 27; and (b) the Applicant has told such person who the AA are and what the AA will use their data for.
28.2. The Applicant shall not, and shall procure that none of its directors, employees, agents, representatives, contractors and/or sub-contractors shall, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery and anti- corruption laws, regulations and/or codes, including but not limited to the Bribery Act 2010, as may be amended or replaced from time to time.
28.3. The Applicant shall have in place adequate procedures designed to prevent any person working for or engaged by the Applicant or any other third party in any way connected to this Agreement from engaging in any activity, practice or conduct which would infringe any anti- bribery and anti-corruption laws, regulations and/or codes, including but not limited to the Bribery Act 2010, as may be amended or replaced from time to time.