Flexkeeping Product Terms

1.1. These Flexkeeping Product Terms ("Flexkeeping Terms") set out the product-specific terms and conditions for use of the Flexkeeping Services by the Partner.

1.2. The Flexkeeping Terms are supplemental to and must be read together with the Mews Master Terms and Conditions available at https://www.mews.com/en/terms-conditions/master (the "Master Terms and Conditions"). The Master Terms and Conditions and these Flexkeeping Terms, together with the applicable Agreement and other documents incorporated by reference, form the Agreement between Mews and the Partner.

1.3. In the event of any conflict or inconsistency between these Product Terms and the Master Terms and Conditions, these Product Terms shall prevail unless expressly stated otherwise herein.

1.4. These Flexkeeping Terms are published on the Mews Legal Hub and form an integral part of the Agreement.

2.1. Capitalised terms not defined in these Flexkeeping Terms shall have the meaning given to them in the Master Terms and Conditions or other applicable documents incorporated by reference into the Agreement.

2.2. Additional definitions specific to the Flexkeeping Services are set out in Schedule 1 – Definitions.

2.3. The headings and structure of these Flexkeeping Terms shall not affect their interpretation.

3.1. Description

(a) Flexkeeping Services

(I) Subject to the Agreement, Mews shall make the Flexkeeping Platform available to the Partner and provide the Flexkeeping Services for the Subscription Term specified in the Agreement.

(b) Standalone and bundled use

(I) The Flexkeeping Services may be purchased and used:

(B) standalone (without the Mews PMS), including by Partners using a third-party property management system; and/or

(B) bundled with one or more other Mews services (for example, PMS, RMS or POS), as specified in the Agreement.

4.1. Fees

(a) Flexkeeping-related Fees (including Platform Recurring Fees, One-Time Fees and any module-specific fees) are specified in the applicable Order Form and shall be paid in accordance with such Order Form and the Master Terms and Conditions.

4.2. Term and billing logic

(a) Unless expressly agreed otherwise in the Agreement:

(I) for standalone Flexkeeping subscriptions, the Start Date and the Subscription Term and billing logic shall be as specified in the relevant Agreement.

(II) the Parties agree that if a Partner has already purchased the Mews PMS from Mews and later purchases the Flexkeeping Services from Mews, the contract duration for the Flexkeeping Services will match the contract duration for the Mews PMS.

(B) If the Partner has subscribed to the Mews PMS with automatic renewal, the Flexkeeping Services will be provided for the remainder of the then-current Mews PMS subscription term. After that, the Flexkeeping Services will automatically renew at the same time as the Mews PMS, unless the Parties agree otherwise in writing.

(B) If the Partner has purchased the Mews PMS for an indefinite period and can terminate the contract with notice, the Flexkeeping Services will follow the same arrangement. The Flexkeeping Services will not have a fixed Subscription Term and can be terminated by either Party with the same notice period as the Mews PMS, unless the Parties agree otherwise in writing.

4.3. Modules and promotions

(a) Mews may, from time to time and at its discretion, offer the Partner a free trial of the Flexkeeping Services, its Modules or other Mews offerings as part of a promotion, upgrade opportunity, or similar initiative. Trials may be activated (i) upon the Partner’s request (opt-in); or (ii) automatically by Mews, including via system-based activation, email notification, or continued use (opt-out).

Unless the Partner cancels the applicable trial before the end of the trial period using the method designated by Mews, continued use of the relevant Flexkeeping Services or Mews offering after the trial period shall be deemed the Partner’s acceptance of (i) the applicable Fees, and (ii) any associated terms and policies, as notified to the Partner or published on the Mews Legal Hub at https://www.mews.com/en/legal or another designated location.

The Partner is solely responsible for monitoring any such trial activations and for cancelling any trial it does not wish to continue. Mews may, but is not obligated to, provide additional reminders prior to the end of the trial period, and it may terminate such free trial at any time for any reason at its sole discretion.

5.1. Use of Flexkeeping Services

(a) Subject to the terms and conditions of the Agreement and the payment of the Fees, Mews grants Partner a limited, non-exclusive, non-transferable right to allow Partner's authorized users to access and use the Flexkeeping Services during the Subscription Term solely for Partner's internal business purposes.

(b) The Partner shall use the Flexkeeping Services in accordance with:

(I) the Agreement (including these Flexkeeping Terms and the Master Terms and Conditions and any terms linked therein);

(II) the Documentation; and

(III) the Mews Acceptable Use Policy (as published on the Mews Legal Hub), which is incorporated by reference into these Flexkeeping Terms.

5.2. Integrations

(a) Where the Flexkeeping Services are integrated with a PMS (whether Mews PMS or a third-party PMS), the availability and scope of such integrations may depend on the relevant PMS. Unless expressly stated otherwise in the Agreement, third-party PMS systems are not part of the Flexkeeping Services and are governed by separate terms between the Partner and the PMS provider.

5.3. Documentation

(a) Partner may print, copy and internally distribute program documentation, user manuals, product technical manuals and other information (either provided by Mews or made available by Mews online) describing the operation and use of the Flexkeeping Services if and as available (the "Documentation"), for its internal business purposes only; provided, that Partner replicates all copyright and other proprietary rights notices contained in the original copy of the Documentation.

Any Documentation and any copies made are the property and Confidential Information of Mews.

6.1. Intellectual property

(a) Mews and its Affiliates, suppliers, and/or licensors, if applicable, shall own and retain all rights, title, and interest (including, but not limited to, all patent rights, trademark rights, copyright, trade secrets, and any other intellectual property rights) in and to (i) the Flexkeeping Platform, Flexkeeping Services, Documentation, and all improvements, enhancements, or modifications thereto; (ii) any software, applications, inventions, or other technology developed in connection with the implementation of Flexkeeping Services, Flexkeeping Platform, or support by Mews; (iii) information derived from aggregated and anonymised data; and (iv) all intellectual property rights related to any of the foregoing.

The Partner agrees that only Mews (or its Affiliates) shall have the right to enhance, alter, edit, adapt, or otherwise modify Flexkeeping Services and the Flexkeeping Platform.

In case of any modification by the Partner, or in case of interconnection with another system, Mews shall not be liable for any errors and does not warrant the proper functioning of Flexkeeping Services and the Flexkeeping Platform.

Any changes, implementations, and/or modifications of Flexkeeping Services or the Flexkeeping Platform may be performed only by Mews and/or with the previous written consent of Mews under the terms in the granted consent.

6.2. Partner Data and data protection

(a) As between Partner and Mews, Partner owns all right, title, and interest to the specific data and information about the Partner, its hotel(s), and its employees submitted, processed, or stored by Partner and authorized users using the Flexkeeping Services (the "Partner Data").

Partner is solely responsible for the accuracy and quality of the Partner Data. The Parties agree that under no circumstances will Mews be responsible or have any liability for Partner's or an authorized user's use of the Partner Data.

Partner and each authorized user are responsible for updating its own Partner Data.

Partner hereby grants to Mews a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, transferable license to use, copy, reproduce, adapt, combine with other data, edit and re-format, generate, store, disclose, distribute, maintain a database of, and make derivative works based upon, any and all Partner Data exchanged under the Agreement to improve the Flexkeeping Services.

If such Partner Data includes personal data, such data may only be used by Mews if anonymized.

(b) If the Partner provides Mews with any reports of defects and/or suggests modifications ("Report"), Mews shall have the right to use such Report, including incorporating such a Report into Flexkeeping Services or other software products, without any obligation to the Partner.

Unless specifically agreed otherwise in writing, Mews reserves all rights and grants the Partner no licences of any kind, whether by implication or otherwise.

(c) Data protection is governed by the specific Data Processing Addendum which forms an integral part of the Agreement.

The Data Processing Addendum is available at https://www.mews.com/en/terms-conditions/data-processing-transfer-policy-partners.

6.3. Platform improvements

(a) Notwithstanding anything to the contrary in the Agreement, Mews shall have the right to collect, track, and analyze data and other information relating to the provision, use, and performance of various aspects of the Flexkeeping Platform, Flexkeeping Services, and related systems and technologies (i.e., anonymized aggregate information derived from Partner).

Mews will be free (during and after the Subscription Term) to:

(I) use such information and data to improve and enhance the Flexkeeping Platform, Flexkeeping Services, and all capabilities of artificial intelligence that will increase the performance and effectiveness of the services for Partners or for other development, diagnostic, and corrective purposes, in connection with the Flexkeeping Platform, Flexkeeping Services and other Mews offerings (or offerings of its Affiliates);

(II) use such information and data to promote Flexkeeping Services and other Mews offerings (or offerings of its Affiliates);

(III) promote Mews, the Flexkeeping Services, and services of its Affiliates; and

(IV) publish or otherwise make available aggregated and anonymized industry insights.

7.1. Mews reserves the right, in its reasonable discretion, to suspend or terminate access to the Flexkeeping Services by Partner if Mews reasonably believes that Partner's use of the Flexkeeping Services may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Mews to civil or criminal liability, or otherwise threatens the Flexkeeping Services, or data therein provided that such right will not obligate Mews to monitor or exert editorial control over Partner's use of the Flexkeeping Services. Mews and Partner will cooperate to expeditiously determine the solution to the issue causing Mews's suspension of Flexkeeping Services. Once the violation is remedied, Mews will restore access to the Flexkeeping Services. Any other rights of Mews arising out of the Partner's breach remain unaffected.

(a) Mews may, from time to time, add, change or remove features or functions of the Flexkeeping Services as part of ongoing development and improvement, including making visual or functional modifications for the purpose of maintaining or improving security, ensuring optimal performance, meeting standard industry business requirements, and adding or improving functionality.

(b) If a change results in a material degradation of the Flexkeeping Services or a material change to Fees for existing Flexkeeping Services ("Changes") and the Partner does not agree, the Partner may terminate the Agreement by giving Mews written notice within thirty (30) days from the date the Partner received notice of the Changes.

Upon Mews' receipt of the Partner's written notice to terminate on these grounds, the Agreement will terminate as of the date the respective Changes take effect.

If the Partner does not give timely notice of termination, the Partner is no longer entitled to terminate the Agreement for reasons listed in this clause and is deemed to have accepted the Changes.

For the avoidance of doubt, changes that do not constitute Changes within the meaning of this section do not trigger the Partner's right to terminate in accordance with this section.

(c) Mews reserves the right to discontinue, temporarily or permanently, all or any part of the Flexkeeping Services, provided that if such discontinuation results in a material degradation of the Flexkeeping Services, the Partner shall have the right to terminate the Agreement in accordance with clause 8(b).

9.1. Partner will indemnify, defend and hold Mews, its owners, officers, employees, agents, successors and assigns harmless from and against any and all third-party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys' fees) arising from claims by a User or any third party that relate to a use of the Flexkeeping Services.

10.1. Survival

(a) The survival provisions set forth in the Master Terms and Conditions shall apply. Additionally, clauses 4, 6, and 9 of these Product Terms shall survive expiration or termination of the Agreement.

10.2. Entire Agreement

(a) These Flexkeeping Terms, together with the Master Terms and Conditions, any applicable Data Processing Addendum, any terms linkedin, and the relevant Agreement, constitute the entire agreement between the Parties in relation to the Flexkeeping Services.

For the purposes of these Flexkeeping Terms and unless the context requires otherwise:

1. "Flexkeeping Platform" means the cloud-based software platform and related applications provided by Mews that enable the Partner to manage housekeeping, maintenance, quality assurance, task management, staff coordination and related operational workflows.

Unless otherwise stated in the Agreement:

a. the Flexkeeping Base Subscription provides access to core Flexkeeping Platform functionality;

b. one or more Flexkeeping Modules may be purchased as optional add-ons; and

c. the specific modules, Facilities and Units covered by the Flexkeeping Services are set out in the applicable Agreement and/or Documentation.

2. "Flexkeeping Services" means a cloud-based software-as-a-service solution provided by Mews, together with any related applications, modules, features, updates, and documentation, that enables hospitality operators to manage and optimise operational workflows, including but not limited to:

a. housekeeping task and room status management;

b. maintenance and inspections;

c. quality assurance and checklists;

d. automation of operational tasks and schedules;

e. staff coordination and internal tasking;

f. guest feedback workflows;

g. related operational processes;

h. Hotel SOP;

i. Lost & Found.

3. "Flexkeeping Base Subscription" means the core, generally available configuration of the Flexkeeping Platform included in the Partner's subscription.

4. "Flexkeeping Module" or "Module" means an optional component or suite of the Flexkeeping Services (for example, Housekeeping & Collaboration, Maintenance, Quality Assurance, Automation or Guest Feedback Management) which may be purchased separately from the Flexkeeping Base Subscription, as specified in the Agreement.

5. "Facility" means a hotel, hostel, serviced apartment property or any other accommodation facility operated by the Partner and specified in the Agreement.

6. “PMS” means property management systems.

7. "Unit" means, collectively, Rooms and Specialty Units at a Facility for which the Partner subscribes to the Flexkeeping Services.

8. "Room" means a standard guest accommodation unit at a Facility.

9. "Specialty Unit" means an accommodation unit used for non-standard stays or configurations (for example, long-stay units or traveler beds), as described in the applicable pricing documentation.