Location Partner Terms & Conditions
1. About Us
1.1. We are a members' club that provides an online platform connecting our members with fitness and relaxation facilities available at hotels and specialist fitness facilities worldwide (the Service). The Service is accessible through our website www.sanctifly.club and our mobile application (together, the Site). These terms and conditions (the Terms) are made between you, the hotel or fitness club, as more particularly described in the hotel registration form ("Partner Hotel", "you", "your"), and Sanctifly Limited, a company registered in Ireland with company number 577655 and having its registered address at 84 Northumberland Road, Dublin 4, Ireland ("Sanctifly", "we", "us", "our"). By participating in the Service and the Site, the partner hotel agrees to be bound by these terms.
2. The Site: registration & listing
2.1.The Site will be used to facilitate the listing and booking of fitness and relaxation facilities (Facilities) which are available at partner hotels. Individuals register to become Sanctifly Members (Members) through the Site. Once registered, members will be able to access and choose from a list of partner hotels.
2.2.In order to place a listing on the Site, you will be required to register to become a partner hotel. In order to do so, you must register your interest on the Site, following which we will send you a registration form (the Hotel Registration Form) to be completed by you. We reserve the right in our sole discretion to accept or reject an application for registration made by you. Once we confirm your successful registration as a partner hotel, we will create a listing for you and your facilities on the Site. Once posted to the Site, members will be able to view your listing and book your facilities.
2.3.You acknowledge and agree that we shall have responsibility for your listing on the Site. You may request edits to your listing. We will review your proposed edits and will incorporate all appropriate edits into your listing on the Site. We reserve the right to limit or remove access to your listing for any reason.
2.4.You acknowledge and agree that the Site shall include the option for members to leave reviews of the facilities at partner hotels.
2.5.From time to time, we may offer a special photography service for partner hotels. If you request such service from us and we agree to perform it, we will arrange for a photographer to visit the partner hotel(s) to take photos and/or video to enhance your listing on the Site. You agree that we will own any and all intellectual property rights in the photos and/or video and that you will not receive copies of or any license to use the photos/videos. In addition, you agree not to hold us responsible for loss, damage, harm or other liability of any kind arising from any act or omissions by the photographer while visiting a partner hotel; and the photos/videos taken by the photographer.
3.1. We provide the necessary technology to allow members to make bookings to use partner hotel facilities (Bookings).
3.2. Members will be bound by our member terms & conditions which are set out on the Site. Partner hotels may also apply their own terms and conditions in relation to use of the facilities as would be their normal practice, and which can be included in the partner hotel's listing on the Site. In the event that there is any conflict between our member terms & conditions and the terms and conditions of the partner hotel, then our member terms & conditions shall take precedence.
3.3.For every booking made through the Site, an email with a unique code (called an ‘access code’) and details of the booking will be sent to the partner hotel's email address, provided to us in the hotel registration form. Once made, a booking is deemed accepted by the partner hotel.
3.4.In the event that a partner hotel is not in a position to accommodate a booking, then the partner hotel must notify the member as soon as possible after the partner hotel receives a booking. Partner hotels agree that failure to inform a member that a booking cannot be accommodated may cause significant inconvenience to that member. Partner hotels further agree that time shall be of the essence in providing such notification, particularly in circumstances where members make same day or last minute bookings. Any notice provided to members under this provision shall also be provided to us.
3.5.A partner hotel who cannot accommodate a booking shall not be entitled to payment in respect of that booking. In addition, we reserve the right to apply penalties to partner hotels who fail to provide notice, or fail to provide what in our sole opinion is sufficient notice, of this to members.
3.6.Members may cancel a booking without penalty until midnight the day immediately before the booking is scheduled. Partner hotels shall not be entitled to payment in respect of such cancellations. Cancellations of bookings by members made after this time are non-refundable for members, and partner hotels shall receive payment in respect of such cancellations.
4.1.Partner hotels shall become entitled to payment for bookings, provided such bookings have not been cancelled (i) by a member within the permitted cancellation period outlined in clause 3.6, and (ii) by a partner hotel as outlined in clause 3.4.
4.2.On the first day of each month, we will send the partner hotel a request for invoice detailing the total number of accepted bookings issued to the property. The partner hotel agrees to raise an invoice and submit it electronically to firstname.lastname@example.org. All invoices received on or before the tenth day of each month will be paid by bank transfer by the end of that month. Invoices received after the tenth day of the month will be paid by the end of the following month. Invoices are subject to a minimum value of USD$150. If less than than, amount will roll over until it reaches this minimum. That being said, the Partner may request payment of in full at anytime, regardless of amount, to meet an external requirement ( e.g. end of financial period).
4.3.If a partner hotel has provided us with incorrect payment details then we shall not be responsible for any failure or delay in processing payments and the partner hotel shall be liable for all costs expended by us in relation to any payments.
4.4.Where a partner hotel owes any amounts to us, we reserve to right to withhold the amount owing to us from any payments due to the partner hotel from accepted bookings.
4.5.The partner hotel will be paid a fixed fee for each accepted booking. The fixed fee will depend on the partner hotel's Facilities rating, which is agreed as part of your registration process and set out in the hotel registration form. Partner hotels may request a review of their rating at any time up to twice annually and we will be under no obligation to make changes to your facility rating following a review. You agree to the following fixed fees:
Thee symbol rating — $10 per accepted booking
Four symbol rating — $13 per accepted booking
Five symbol rating — $20 per accepted booking
Service or Spa ($45+ value) - $30 per accepted booking
4.6.We reserve the right to adjust these fixed fees, subject to the agreement of the parties, from time to time. We shall give you 60 days' notice of any proposed fee changes.
VAT and Tax
4.7. All fees or charges stated in these terms are shown exclusive of VAT unless otherwise expressly stated. We are legally required to charge VAT on amounts payable at the standard rate to partner hotels who are located in Ireland.
4.8.Partner hotels are responsible for charging and accounting to the relevant authorities for taxes (including, where relevant, VAT or other sales taxes) on the payments they receive.
4.9.Partner hotels who are in business in the EU but located outside of Ireland shall provide us with a valid VAT registration number.
4.10.When a partner hotel sends us an invoice for payment, the gross amount is the agreed cost per valid booking and must include all taxes, both local and national.
5. Partner hotel content
5.1.We regularly review all content on the Site and reserve the right to review and amend your listing on the Site. It is the sole responsibility of the partner hotel to ensure that any and all photographs, videos, and/or any other content or material that it provides to us for listing on the Site (Hotel Content) are accurate and up to date. We will not be responsible or liable to any third party, for the content or the accuracy of any hotel content or for any information you provide to us or any user of our Site. You agree that you will accurately describe and present the partner hotel to us and will disclose any information which, if not disclosed, may cause our members to make a decision they would not otherwise make (for example, in relation to facility opening hours or material issues which would make all or part of the facilities unusable).
5.2.You agree that any hotel content must not contain any material that is threatening, offensive, violent, pornographic, obscene, hateful, discriminatory, defamatory, libellous or that could encourage the commission of a criminal offense. It must not contain material which infringes the copyright or other intellectual property rights of a third party, or which breaches any privacy rights of a third party; inaccurate or false information about the location; or any other material which is considered by us to be inappropriate (together, "Inappropriate Content").
5.3. You warrant and agree that:
5.3.1.You own or have the necessary licenses, rights and consent in writing to any hotel content you submit to us for posting to the Site and you will, upon request, provide us with evidence of same.
5.3.2.The hotel content is your own original work and has not been copied wholly or substantially from a third party.
5.3.3. The hotel content is accurate, complete and true.
5.3.4. The hotel content is not deceptive, misleading or deceitful.
5.3.5. The hotel content complies with applicable law.
5.3.6. The hotel content does not contain any inappropriate content.
5.3.7.You will not knowingly introduce viruses, trojans, worms, spyware, adware or any other material which us malicious or harmful, nor will you gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site.
5.4.You agree to indemnify and keep us indemnified from and against any and all claims, actions, proceedings, damages, losses, liabilities and expenses (including legal fees) suffered or incurred by us arising out of or in connection with any breach of the abovementioned warranties.
5.5.We reserve the right without notice and at our sole discretion to remove from the Site, or not to list on the Site, any hotel content:
5.5.1. Which we consider to be inappropriate content.
5.5.2.In respect of which we have received notification that such content infringes, or may infringe, the intellectual property rights or privacy rights of a third party or breaches a duty of confidentiality to a third party.
5.5.3. Which is not otherwise suitable for inclusion on the Site.
6.1.These terms shall commence as soon as we accept your application to register as a partner hotel and shall terminate in accordance with this clause 6.
6.2.We shall have the right, immediately and without notice, to remove the listing of any partner hotel if, in our sole opinion, the partner hotel is in breach of any of the provisions of these terms.
6.3.A partner hotel may request removal of its listing from the Site at any time by giving 60 days prior notice to us in writing. In such circumstances we shall continue to process accepted bookings made before (and where applicable, after) the listing is removed.
7. Engagement with members
7.1.In the interest of maintaining a high level of service to members, the partner hotel agrees to be available to respond to member enquiries made via the Site, or over the phone. If for any reason, the partner hotel should be unavailable to deal with member queries for a consecutive period of 24 hours or more, we reserve the right to temporarily remove the listing without notice.
7.2.The partner hotel may invite members, during their visit to the partner hotel, to participate in activities or services that are not offered on the Site. We welcome such direct engagement and claim no commission or commercial benefit from any resulting transaction. The partner hotel agrees that we shall have no liability in respect of any such additional transactions the partner hotel has with members.
8. Intellectual Property
8.1. All title, rights and interest in any copyright, database rights, trade marks and design rights and any other intellectual property rights ("Intellectual Property") in the Site is and shall remain the property of Sanctifly, or our licensors. Partner hotels may download material from the Site for the sole purpose of carrying out their obligations under these terms, and we hereby grant to each partner hotel a non-exclusive, revocable licence to use the intellectual property solely for this purpose. Partner hotels shall not copy, transmit, modify, republish, save, pass off or link to any content or material on the Site without our prior written consent.
8.2.To the extent that we reproduce any hotel content on the Site, you hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, edit, reproduce, record, modify, translate, distribute, play, perform, make available to users of the Site, prepare derivative works of and to display the hotel content on the Site for the purpose of providing the Service. You agree to waive any moral rights or similar rights that you have in the hotel content whether such rights arise pursuant to applicable legislation.
9. Privacy & data protection
9.1.For the purposes of this clause, personal data shall have the meaning given in the applicable European Union and/or Irish data protection regulations, legislation, rules and guidance (DP Legislation). Both Sanctifly and the partner hotel agree to comply with the data protection principles set out in DP Legislation that are applicable to it in connection with the service and the Site.
9.2.In circumstances where personal data collected pursuant to these terms is transferred from a country within the European Economic Area (EEA) to a country outside the EEA, the parties shall ensure that the personal data are adequately protected in accordance with Irish and European law.
9.3.In respect of any personal data provided by us and processed by a partner hotel as part of the service, the partner hotel shall be the data processor and we shall be the data controller (as such terms are defined in DP Legislation). In relation to any personal data which we provide, the partner hotel agrees to: only act on our instructions in relation to it and ensure that appropriate technical and organisation measures shall be taken against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data. The partner hotel shall ensure compliance with this clause 9 by any person who has access to the personal data we provide and shall not transfer personal data outside the EEA without our prior written consent and at all times will ensure that any permitted transfer complies with DP Legislation.
10.1.We agree that at all times, we shall maintain a public liability insurance policy with a reputable insurance company in relation to all risks arising from legal liability to third parties in respect of death or personal injury and damage to tangible and real property arising from our members' use of the facilities at the participating hotel.
11.1. We make no representations or warranties regarding:
11.1.1. The capacity of any user of the Site to make a booking with you.
11.1.2.The health or fitness of members to use the facilities at partner hotels.
11.2. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are hereby excluded.
11.3.To the extent permitted by law, we hereby expressly exclude all liability for any direct, indirect or consequential loss or damage (including, without limitation loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable) incurred:
11.3.1.By you as a result of the act or omission of any member or any failure of a member to perform or comply with any terms and conditions which may apply between you and the member pursuant to a booking.
11.3.2. By any member in connection with:
(1) The use or inability to use the facilities at a partner hotel under a booking.
(2) The Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it and any materials posted on it, including hotel content.
11.4.Nothing in these terms will affect either party's liability for death or personal injury arising from that party's negligence, fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
12. Interruptions in our service
12.1.Whilst we take every care to maintain the continuity of the Site, the internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. We do not accept any liability for any Site downtime and you agree that we shall have no obligation or responsibility to operate the Site or any particular part of it.
12.2.We will not be liable for any loss or damage caused by a distributed denial of service attack, viruses or any other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.
13. Links from our site
13.1.Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
14. No agency
14.1. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15. Confidential information
15.1.To the extent that either party has access to the other's confidential information, that party shall keep the other party's confidential information confidential and shall not use such confidential information except for the purpose of exercising or performing its rights and obligations under or in connection with these terms, or where required by law.
16. Compliance with applicable law
16.1.Each party shall comply with the laws, regulations, rules, orders or other legislative provisions which are applicable to it (Applicable Law) in connection with these terms.
17. Law and jurisdiction
17.1.These terms are governed by law of Ireland, and the courts of Ireland will have exclusive jurisdiction over any claim arising from, or related to them (although we retain the right to bring proceedings against you for breach of these terms in the partner hotel's country of operation or any other relevant country).
18. Rights of members
18.1. Please see our member terms and conditions available on the Site for the full list of rights and obligations of members.
19. Events beyond our control
19.1.We will not be in breach of these terms, or otherwise be liable for any failure or delay in performance, arising from any circumstances beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
20. Entire agreement
20.1.These terms shall contain all the terms agreed between you and us regarding their subject matter and shall supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
21.1.If and to the extent that any provision of these terms is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in these terms but without invalidating any of the remaining provisions in these terms.
22.1.We may revise these terms at any time on notice to you. An up to date copy of these terms will be available at all times on the Site. Continued participation by you in the service and Site shall be deemed acceptance by you of any revised terms and conditions.
23.1. Any questions you have in relation to these terms should be emailed to email@example.com.
23.2.Any other notices you wish to send to us should be directed to your Sanctifly account manager. Notices that we may wish to draw to your attention will be sent to you at the email address provided on the hotel registration form.