Terms & Conditions – Last Resort Reservations

USER AGREEMENT FOR SUBSCRIBERS...

THIS DOCUMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND LAST RESORT RESERVATIONS LIMITED. PLEASE READ THIS AGREEMENT CAREFULLY PAYING PARTICULAR ATTENTION TO THE LIABILITY PROVISIONS AT CLAUSE 16. THIS AGREEMENT SHALL BE DEEMED ACCEPTED BY CLICKING “ACCEPT” OR OTHERWISE PROCEEDING TO USE THE APP. ONCE ACCEPTED YOU UNDERSTAND THAT YOU WILL BE BOUND BY ITS TERMS.

IMPORTANT WORDS AND DEFINITIONS

In this User Agreement, the following words have the following meanings:

“Account” means an account which is individual to you, which is created for the purpose of becoming a User of the App.

“App” means the Last Resort Reservations app, version 1.0 or later.

“Appstore” has the meaning given to it in clause 1.1.

“Appstore Rules” has the meaning given to it in clause 1.1.

“App Transaction Fee” is the fee charged by us to post a Listing or make a Reservation, unless you have a Subscription.

“Business Day” means any day, other than a Saturday or Sunday or any public holiday, when the Banks in London are open for business.

“Business User” means any User who is not a Consumer. You will be considered a Business User if you represent a business including a Venue.

“Content” means any, including Content.

“Content” means any text, software, scripts, graphics, photos, sounds, music, videos, audio-visuals combinations, interactive features and other materials you may view on or access through the App which a User contributes, submits, uploads, publishes or otherwise makes available through the App.

“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

“Data Protection Legislation” means for such time as they are in force in England and Wales, all legislation which relates to the protection of individuals’ rights in their Personal Data and the protection of their privacy, including the DPA, GDPR, UK GDPR, PECR and all such legislation as may supplement, amend or replace them from time to time.

“Deposit” the price paid by you to a Venue to make a reservation before it is listed on the App.

“Deposit Surcharge” has the meaning in clause 7.4

“Device” means a mobile phone or other computing device (such as a ‘tablet’) with internet functionality.

“DPA” means the Data Protection Act 2018 and all subordinate legislation to it.

“Fees” means the App Transaction Fee, the Subscription Fee and the Deposit Surcharge.

“GDPR” means Regulation (EU) 2016/679.

“Intellectual Property Rights” means patents, trademarks, and service marks, rights in design, trade or business names or signs or domain names, copyrights (including without limitation rights in computer software, databases and websites), database rights, rights in confidential information (including without limitation know how and trade secrets), moral rights (and the benefit of any and all waivers thereof), rental and lending rights, topography rights (whether or not any of these is registered and including applications for registration of any such thin) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist at any time anywhere in the world and all rights of action and goodwill arising at any time in relation thereto.

“Listing” has the meaning given in clause 4.1 and Listed shall mean to make a Listing on the App.

“Last Resort” means Last Resort Reservations Limited, a company registered in England and Wales, with number 15589979 with its registered office Flat 10 Fordham Court 9-13 De Vere Gardens, London, England, W8 5AP.

“Payment Partner” means our chosen payment partner to process any payments made through the App.

“PECR” means the Privacy and Electronic Communications (EC Directive) Regulations 2003.

“Personal Data” has the meaning set out in the Data Protection Legislation.

“Privacy Policy” means Last Resort’s privacy policy supplied to Users via the App, as may be updated from time to time.

“Reservation” has the meaning given in clause 5.1

“Services” means your use of the App and the Content we provide to you through it.

“Subscription” means the ability to use the Services without payment of App Transaction Fees.

“Subscription Fee” means the fee payable for a Subscription during a Subscription Period.

“Subscription Period” means either a one month or one year period, as chosen by you, that the Services are provided, subject to payment of the Subscription Fee

“Transferee” has the meaning given in clause 4.1.

“Transferor” has the meaning given in clause 5.1.

“UK GDPR” means the version of the GDPR as amended and retained for UK law.

“Venue” means a restaurant, café, bar, eaterie or other bookable venue.

Where this User Agreement refers to “you” or “your” it means the individual accepting this agreement; where it refers to “us”, “our” or “we” it means Last Resort.

Agreed terms

1. 1. ACKNOWLEDGEMENTS

1. 1.1. Use of the App by you is governed by the terms of this User Agreement but may also be subject to any rules or policies applied by any appstore provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”). If there is any conflict between the terms of this User Agreement and the Appstore Rules, the Appstore Rules will apply instead of these terms.
2. 1.2. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the App. Any such new terms may be displayed on-screen when you next use the App, and you may be required to read and accept them in order to continue your use of the App.
3. 1.3. The terms of this User Agreement apply to the App and to any updates or supplements to the App, unless such additions are provided pursuant to separate terms, in which case those terms shall apply.
4. 1.4. From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Depending on the update, you may not be able to use the Services until you have downloaded, streamed or accepted the updates and accepted any new applicable terms.
5. 1.5. You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this User Agreement for the use of the App on any such Device, whether or not it is owned by you.
6. 1.6. You acknowledge that we will process your Personal Data on the basis set out in our Privacy Policy and accept that we will process some of your Personal Data in order to deliver the App and Services to you in accordance with this User Agreement. You must read our Privacy Policy. You can review our Privacy Policy at any time when using our App. You warrant that any Personal Data that you provide to us is accurate, complete and up to date in all respects.
7. 1.7. You acknowledge and agree that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
8. 1.8. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

1. 2. YOUR ACCOUNT

1. 2.1. In order to receive the Services, you must register and create an Account with us using the App.
2. 2.2. You agree that you will be solely responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username, password and Account information.
3. 2.3. You must notify Last Resort immediately of any breach of security or unauthorised use of your Account that you become aware of.
4. 2.4. You confirm that the information you provide when creating your Account is accurate and complete, and that you will update us through the App as and when your information changes.
5. 2.5. By setting up an Account you confirm that you are at least 18 years of age or, if higher, the appropriate age of majority in which you can lawfully use the Services, you are not precluded by domestic laws to use the Services and you have not been previously banned from using the App and/or the Services.

1. 3. LICENCE

1. 3.1. We grant you a revocable, non-transferable, non-exclusive licence to use the App and to receive the Services on your Devices, subject to these terms, the Privacy Policy and any other documents referred to hereunder. We reserve all other rights.
2. 3.2. We may suspend, terminate or withdraw the licence at clause 3.1 which may include your access to your Account, the App and Services where you breach these terms or where it is necessary to protect our legitimate business interests without notice to you.

1. 4. POSTING AN AVAILABLE RESERVATION

1. 4.1. The App enables you to post reservations at Venues and make these available to other Users (“Transferee”) (and each a “Listing.”) Listings are limited to reservations for up to six (6) persons. We cannot guarantee that a Listing will be taken up by a Transferee.
2. 4.2. When offering a Listing, the Venue may or may have imposed terms on which the reservation is available (such as stipulating a time that you must leave the table.) You shall provide details of such conditions in the Listing. We shall not be responsible for any claims against you for failure to pass on such information.
3. 4.3. You must keep your Listing up to date, including deleting the Listing if you make alternative arrangements to transfer the Listing (such as using another app or arranging something privately.) If you change your mind and intend to use the Listing, please delete the Listing as soon as possible.
4. 4.4. You must not attend a reservation you have Listed, if the Listing is reserved by another User.
5. 4.5. If you are a User that is also a Venue (or a representative of a Venue) you may use this App to support your reservations process. You shall be entitled to remove any Listing you have posted up until the point at which a Transferee has acquired that Reservation. At the point at which the Listing is acquired by a Transferee, you shall not be entitled to remove or revoke that Listing.

1. 5. MAKING A RESERVATION

1. 5.1. The App enables you to book reservations at Venues which are listed by other Users (“Transferor”) (and each a “Reservation”). Any reservations are subject to availability as offered by Transferors, and we cannot guarantee that a reservation will be available at any Venue at a particular location, date or time or at all.
2. 5.2. When making a Reservation, the Venue may impose terms on which the Reservation is available (such as stipulating a time that you must leave the table.) You will be deemed to have read and understood the information provided by the Transferors in relation to such terms and to have made your own enquiries of the Venue in relation to any terms that apply to a Reservation. We shall not be responsible for failure to read this information. Where the Venue has a cancellation policy that requires a payment card impression, this will be shared with the Venue. Failure to attend the Reservation may result in a cancellation charge being made to your payment card.
3. 5.3. At the time your Reservation is confirmed, a legally binding contract is formed between you and the Transferor pursuant to any terms and conditions that the Transferor and/or Venue may provide or make available to you through the App or otherwise. If your Reservation is rejected, no such contract will be formed, and you may continue searching for a reservation using the App.

1. 6. TRANSFEROR USING THE RESERVATION

1. 6.1. It is considered a breach of this User Agreement to attend a Reservation that you have Listed and another User has acquired as a Reservation. We are not responsible to you for any losses incurred by you for attending a Reservation that has been transferred.
2. 6.2. For the avoidance of doubt, if you attend a Reservation that you have Listed that has been acquired by a Transferee, you will be banned from using the App and will not be allowed to re-register as a user. Further, you will automatically be charged the App Transaction Fee which shall be refunded to the Transferee.
3. 6.3. We are not responsible to you for any losses that exceed the value of the App Transaction Fee, if the Transferor still uses the Reservation, despite you making the Reservation. You must immediately (and no later than 24 hours after the date and time of the Reservation) challenge the App Transaction Fee, in order to reclaim the App Transaction Fee.

1. 7. DEPOSITS AND TRANSFER OF DEPOSITS

1. 7.1. Where a Venue has charged you a Deposit in order to make a reservation, you can use the App to recharge a Transferor the Deposit.
2. 7.2. You must include the full detail of the Deposit in your Listing. We will independently verify the Venue’s policy in respect of your Deposit.
3. 7.3. It is considered a breach of this User Agreement to include a Deposit in a Listing when you have not paid a deposit or similar charge to the Venue in order to secure the reservation.
4. 7.4. We charge a 10% surcharge on the Deposit (“Deposit Surcharge”) to the Transferee upon payment of a Deposit to cover the cost of banking charges and administration of Deposits.
5. 7.5. The Deposit Surcharge will be taken from the payment card of the Transferee by our Payment Provider at the point in time at which a Transferee makes a Reservation subject to a Deposit. The Deposit will NOT be paid to the Transferor until 24 hours after the date and time of the Reservation (subject to any delays that may be caused to any issues reported or disclosed during this process), in order to minimise the risk of financial disputes.
6. 7.6. If your Reservation is not fulfilled by a Venue (for some reason) and you have agreed to pay a Deposit, you must immediately (and no later than 24 hours after the date and time of the Reservation (subject to any delays that me be caused to any issues reported or disclosed during this process) challenge the Deposit, in order to avoid paying the Deposit. Please note that the pre-authorisation may not expire from your payment card, despite challenging the Deposit.
7. 7.7. Either User may request Last Resort to review a dispute in accordance with our complaints policy at clause 17, at our discretion. We shall act as an arbitrator and our decision shall be final.

1. 8. CANCELLING A RESERVATION

1. 8.1. If you no longer want a Reservation, you may attempt to pass on the Reservation, by relisting the Reservation in the App. Alternatively, you can contact the Venue and notify them of a cancellation, subject to the Venue’s terms and conditions, which may include a cancellation charge.
2. 8.2. For the avoidance of doubt, offering a Reservation as a Listing does not guarantee that a Transferee will take the Listing.
3. 8.3. In the event that the Reservation has been transferred to the Transferee and the Transferee does not attend to the Reservation and the Transferor is charged a cancellation charge by the Venue, the Transferor will be entitled to charge the Transferee the cancellation charge levied by the Venue. Transferor must immediately upon being charged a cancellation charge (and no later than 24 hours after such charge is levied) notify the Transferee of such cancellation charge and the amount. Last Resort shall be entitled to charge the Transferee the cancellation charge and refund the same amount to the Transferor. We will independently verify the Venue’s policy in respect of any cancellation charge refund claimed by a Transferor.

1. 9. SUBSCRIPTIONS – NOT AVAILABLE AT PRESENT. NEW FEATURE TO BE INTRODUCED

1. 9.1. If you choose to purchase a Subscription to our Services, the Subscription Period will begin immediately we receive payment of the Subscription Fee.
2. 9.2. The Subscription Period shall renew and a further Subscription Fee shall be taken on the first day of each Subscription Period.
3. 9.3. You can cancel a subscription during the cooling off period and receive a full refund of the Subscription Fee. The statutory cooling off period is 14 days from the start of the first Subscription Period and each subsequent renewal Subscription Period if your subscription is annual. We will remind you of your right to cancel by email during the statutory cooling off period.
4. 9.4. You can cancel a subscription at any time and the cancellation shall take effect at the end of the Subscription Period. We will remind you by email of impending renewal of your Subscription, six (6) months after the start of the Subscription Period and no later than one month before a renewal of the Subscription.

1. 10. PRICE AND PAYMENT

1. 10.1. The Services can be purchased from Last Resort on a subscription or per transaction basis.
2. 10.2. We charge VAT within our Fees, and will pass on any increases in VAT, such that our Fees will increase.
3. 10.3. If you are a Consumer User and pay a Subscription Fee, you can make as many Listings or Reservations as you wish during the Subscription Period without incurring additional App Transaction Fees. However, you may need to pay Deposits, which will also incur a Deposit Surcharge in accordance with clause 6.5.
4. 10.4. If you do not have a Subscription, full payment of the App Transaction Fee is required when listing or making a Reservation. You can pay through your Account on the App. Payments are made using our Payment Partner. Use of our Payment Partner is subject to the Payment Partner’s terms and conditions. In order to process your payment, you will be required to accept our Payment Partner’s terms and conditions.
5. 10.5. Business Users may be charged different App Transaction Fees to Consumer Users.
6. 10.6. We may change or add to our payment methods from time to time. Such changes or additions will be as set out in the payment page on the App.
7. 10.7. You authorise us (or our payment processor) to charge your credit or debit card using the payment information provided when making your Reservation.
8. 10.8. The Subscription Fee, Deposit Surcharge and/or App Transaction Fee are our consideration for making the Services and App available to you and facilitating the booking of reservations. Youa re not paying us for the services provided by the Venue and we are not a party to any agreement between you and the Venue.

1. 11. USER CONTENT

1. 11.1. As a User, you may share or access Content when using the Services. We strongly advise you NOT to include personal data in your Content.
2. 11.2. We require you to ensure that your Content is accurate, complete and not misleading in any way, but we do not verify such content, nor do we have control over the subject matter or content of any such Content.
3. 11.3. You agree not to submit Content that is:
  (a) false, inaccurate or misleading;
  (b) in breach of any third party rights (including without limitation its Intellectual Property Rights, rights to privacy, or rights to confidentiality);
  (c) abusive of otherwise intended to bully, harass, insult, intimate or humiliate; or
  (d) defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Last Resort in its sole discretion.
4. 11.4. You represent and warrant to us that you have all rights, permissions and consents to submit any Content to us.
5. 11.5. You accept that other Users, and not us, are solely responsible for all aspects of their Content.
6. 11.6. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Last Resort with respect to any Content.
7. 11.7. We have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Services constitutes a violation of their rights, including, without limitation, their Intellectual Property Rights, right to privacy or confidentiality or is otherwise in breach of the terms of this User Agreement.
8. 11.8. Last Resort may, but shall not be obligated to, review, monitor, or remove your Content, at any time and for any reason, without notice to you.

1. 12. LINKS FROM THE APP

1. 12.1. The Service (including the Content) may include hyperlinks to other web sites that are not owned or controlled by Last Resort. Last Resort has no control and assumes no responsibility for the content, privacy policies or practices of any third-party websites.
2. 12.2. You acknowledge and agree that Last Resort is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
3. 12.3. You acknowledge and agree that Last Resort is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

1. 13. INTELLECTUAL PROPERTY

1. 13.1. All Intellectual Property Rights in the App and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the App or the Services other than the right to use them in accordance with these terms.
2. 13.2. You are the owners of all Intellectual Property Rights in your Content, and you shall be solely responsible for the same. You grant Last Resort a worldwide, perpetual, irrevocable, transferable, royalty-free licence, with the right to sub-licence, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Content in all formats and distribution channels now known or hereafter devised without further notice to or consent from you, and without the requirement of payment to you or any other person or entity in order to provide the Services.
3. 13.3. Except for your Content, you accept and acknowledge that all Content on the Service is either owned by or licensed to Last Resort by third parties, and is subject to the Intellectual Property Rights of Last Resort or Last Resort’ licensors. Any third-party trade or service marks present on such Content are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Last Resort or, where applicable, Last Resort’ licensors. Last Resort and its licensors reserve all rights not expressly granted in and to their Content.

1. 14. LICENCE RESTRICTIONS

Except as expressly set out in this User Agreement or as specifically permitted by any local law, you agree:
1. 1. 1. a. P not to copy the App or the Services except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
    2. b. not to rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us;
    3. c. not to translate, merge, adapt, vary or modify the whole or any part of the App or the Services, nor permit the App or the Services any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on Devices as permitted in these terms;
    4. d. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
    5. (i) is used only for the purpose of achieving inter-operability of the App with another software program;
    6. (ii) is not disclosed or communicated without our prior written consent to any third party;
    7. (iii) is kept secure; and
    8. (iv) is not used to create any software that is substantially similar to the App;
    9. e. not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any third party without prior written consent from Last Resort; and
    10. f. to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or Service.
Together, such conditions the “Licence Restrictions”.

1. 15. ACCEPTABLE USE RESTRICTIONS

As a condition of being granted access to the App and the Services you agree:
1. 1. 1. a. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that enforce limitation on use of the Service or the Content;
    2. b. not to launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more request messages to the Last Resort servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard web browser;
    3. c. not submit or transmit any material, including Content, that is unlawful, in breach of third party rights, inaccurate, false, defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
    4. d. not use the App or Service in an unlawful manner, for any unlawful purpose, or in any manner inconsistent with this User Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
    5. e. not use the App or Service to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is, or which would be unlawful;
    6. f. not infringe our rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not expressly licensed by this User Agreement);
    7. g. not use the App or Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
    8. h. not collect, extract or harvest any information or data from the App, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
Together, such conditions the “Acceptable Use Restrictions”.

1. 16. WARRANTIES AND DISCLAIMERS

1. 16.1. Although we make reasonable efforts to update all information which is provided by us through the App and the Service, we make no representations, promises, warranties or guarantees, whether express or implied, that such information is accurate, complete or up-to-date.
2. 16.2. All Content we submit on the App is for information purposes only.
3. 16.3. The App and Services have not been developed to meet your individual requirements. Please check that the features and functions of the App and Services (as set out in the App) meet your requirements.
4. 16.4. You agree that the Services (or any part thereof) will not be available during any maintenance carried out by us or our selected third parties. We shall use reasonable endeavours to notify you of any planned maintenance periods. Accordingly, you agree to back up any Content used in connection with the App to protect yourself in case of problems with the App or Services.
5. 16.5. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. 16.6. Save for as expressly set out in these terms and to the extent permitted by law, no implied terms, warranties or conditions shall apply to the App or Services, or their use by you.

1. 17. LIMITATION OF LIABILITY

1. 17.1. References to liability under this clause includes every kind of liability arising under or in connection with this User Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. 17.2. Last Resort shall not be liable for:
3. 17.3. If you are a Business User, in addition to the limitations and exemptions set out under clause 15.2, we shall not be liable to you for the following types of loss or damage: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss or damage to property; loss of or damage to goodwill or reputation; indirect or consequential loss.
4. 17.4. Our maximum aggregate liability under or in connection with this User Agreement (or any collateral contract) and your use of the App and Services shall in all circumstances be limited to £1,000.
5. 17.3. Nothing in this User Agreement shall limit or exclude our liability for:

1. 18. RELEASE FROM CLAIMS WITH OTHER USERS AND VENUES

1. 18.1. We do not own, create, sell, provide, control, manage or otherwise supply any of the services provided by Venues. We do not own, create, sell, provide, control, manage or otherwise have reservations. Venues alone are responsible for their services. Users alone are responsible for the reservations that are listed. We are not and do not become a party to any contractual relationship for or in connection with the purchase and sale of services from Venues or the arrangements between you and other Users.
2. 18.2. If there is a dispute between you and another User or a Venue, you hereby release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You shall indemnify us and our connected parties against any losses, damages, expenses, costs, liabilities or claims we or our connected parties may suffer or incur arising out of or in connection with any such disputes.

1. 19. COMPLAINTS

1. 19.1. You may submit a complaint to us about another User.
2. 19.2. When handling a complaint we shall:
3. 1. a. investigate the matter having regard to the information provided by the User and yourself including, but not limited to, accessing any relevant information available on our App such as any conversations which have taken place through the App’s chat functionality or any Content;
  2. b. where appropriate, notify the User who is the subject of the complaint;
  3. c. work with both parties to resolve the dispute; and
  4. d. determine any other actions that should be taken.
4. 19.3. Our handling of the complaint does not under any circumstances bind us as a party in any contractual relationship between Users and/or between Users and a Venue.
5. 19.4. This provision does not replace your or the other User’s rights to pursue proceedings or take any form of action against the other.
6. 19.5. You may also submit a complaint about our Services. We will do our best to resolve any complaint efficiently. If we do not resolve your complaint, you may find the use of alternative dispute resolution using an independent body is more efficient and effective and we agree to such a process. This does not limit your right to go to Court at any time.

1. 20. TERMINATION OF THIS USER AGREEMENT

1. 20.1. You may terminate this User Agreement at any time, by:
2. 1. a. notifying Last Resort; and
  2. b. closing your Account.
4. 20.2. Without prejudice to our rights hereunder, we may terminate this User Agreement immediately without notice to you:
5. 1. a. if you commit a breach of this User Agreement which you fail to remedy (if remediable) within 3 days after being notified to do so;
  2. b. if you breach any of the Licence Restrictions or the Acceptable Use Restrictions;
  3. c. if we have any reason to suspect that your use of the App and Services is unlawful, or that it would bring us and/or other Users or the App into disrepute;
  4. d. if we believe that we are required to terminate your use of the App and Services by law or any instruction of a regulator or other body with competent authority; or
  5. e. if we withdraw the App from service, or otherwise reorganise or restructure our business so as to necessitate the termination or suspension of provision of the App to you.
6. 20.3. Without prejudice to our rights hereunder, we may terminate this User Agreement, or generally cease offering or deny access to the App and Services or any portion thereof, at any time for any or no reason whatsoever, immediately by notifying you in writing.
7. 20.4. On termination for any reason:
8. 1. a. all rights granted to you under this User Agreement shall cease;
  2. b. you must immediately cease all activities authorised by this User Agreement, including your use of any Services; and
  3. c. you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so.

1. 21. COMMUNICATION BETWEEN US

1. 21.1. If you wish to contact us including making a complaint, please contact us by e-mail at contact@lastresortreservations.com
2. 21.2. If we have to contact you or give you notice in writing, we will do so by e-mail, text message, short message service or by pre-paid post using the contact details you have provided to us or via any messaging or notification service available on the App.
3. 21.3. Where any communication or notification is sent by:
4. 1. a. e-mail, text message, short message service or via the App, such communication or notification shall be deemed received at the time of transmission (provided that the sender does not receive any kind of transmission failure notice); and
  2. b. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

1. 22. EVENTS OUTSIDE OUR CONTROL

1. 22.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this User Agreement that is caused by any act or event beyond our reasonable control, including, without limitation, failure of public or private telecommunications networks (each an “Event Outside Our Control”).
2. 22.2. If an Event Outside Our Control takes place that affects the performance of our obligations under this User Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
3. 22.3. We shall take reasonable steps to prevent or minimise delay.

1. 23. OTHER IMPORTANT TERMS

1. 23.1. We may transfer our rights and obligations under this User Agreement to another organisation, but this will not affect your rights under this User Agreement.
2. 23.2. You may only transfer your rights or obligations under this User Agreement to another person if we agree in writing.
3. 23.3. Nobody else has rights under this User Agreement, including Venues (unless a Venue is a User for the purposes of this User Agreement.)
4. 23.4. If we fail to insist that you perform any of your obligations under this User Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
5. 23.5. Each of the terms of this User Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.
6. 23.6. This User Agreement, and any documents referred to therein, its subject matter and its formation, are governed by the law of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to settle any disputes (including non-contractual) arising from or in connection with this User Agreement.
7. 23.7. The use of this App is lawful in England and Wales. Should you choose to use the App, anywhere else in the world you are responsible for checking local law and ensuring your compliance with it.