Mews Marketplace Terms

These Mews Marketplace Terms ("Marketplace Terms") govern Partner's access to and use of the Mews Marketplace and any Integrations made available through it. These Marketplace Terms should be read in conjunction with the Mews Master Terms and Conditions ("MTC"), the applicable Commercial Schedule, and all incorporated terms (together, the "Agreement"). By accessing or using the Mews Marketplace or any Integration, Partner agrees to be bound by these Marketplace Terms. In the event of any conflict between these Marketplace Terms and the MTC, these Marketplace Terms prevail solely in respect of the Mews Marketplace and Integrations. 

Capitalised terms used but not defined here have the meanings given in the MTC. 

1.1 "Fees" means any fees payable by Partner  for access to or use of any Integration available through the Mews Marketplace. 

1.2 "Integration" means, collectively, any Mews Add-On and any Third-Party Integration. 

1.3 "Integration Specific Terms" means the terms of use or service applicable to a specific Mews Add-On or Third-Party Integration, as made available within the Mews Marketplace or communicated to Partner  prior to activation. 

1.4 "Mews Add-On" means any service, application, software, or integration offered directly by Mews through the Mews Marketplace that interoperates with the Subscription Services and is provided on a subscription basis.  

1.5 "Mews Marketplace" means the online catalogue operated by Mews through which Partner's may access Mews Add-Ons and Third-Party Integrations, as further described in the MTC. 

1.6 "Sub-Merchant Account" has the meaning given to it in the Payment Terms Hub. 

1.7 "Third-Party" means any third party whose Third-Party Integration is made available through the Mews Marketplace. 

2.1 Partner must log into its Mews account to access the Mews Marketplace and any Integrations. 

2.2 Partner must use the Mews Marketplace in accordance with these Marketplace Terms, the MTC, the Acceptable Use Policy, and all applicable laws. Partner must not use the Mews Marketplace: (a) in any way that causes, or is likely to cause, the Mews Marketplace or the Subscription Services to be interrupted, damaged, or impaired; or (b) for fraudulent purposes or in connection with any unlawful activity. 

2.3 Mews may, at its sole discretion, refuse access to or disable Partner from using the Mews Marketplace where Partner breaches these Marketplace Terms, the MTC, any Integration Specific Terms, or any applicable law. 

2.4 Partner may submit reviews of Integrations through the Mews Marketplace. By submitting a review, Partner grants Mews a non-exclusive, royalty-free licence to publish, edit, or remove that review at any time in Mews' sole discretion. Reviews must be accurate, not misleading, and must not violate the Acceptable Use Policy. Mews is not responsible for the content of any review submitted by a third party. 

3.1 By enabling an Integration, Partner accepts the applicable Integration Specific Terms, including any fees, cancellation periods, and trial periods specified therein. 

3.2 Some Mews Add-Ons may be offered free of charge for a trial period as specified in the relevant Integration Specific Terms. Unless otherwise stated, Partner may cancel a Mews Add-On at any time before the expiry of the trial period by delivering written notice to Mews or disabling the Integration within the Mews platform. From the expiry of the trial period, Partner will be liable for Fees as specified in the Integration Specific Terms. 

3.3 Mews is not liable for any damage, including unintended purchases or activations, resulting from unauthorised access to the Mews Marketplace or any Integration by any third party. 

4.1 Partner's use of any Integration is governed by, and solely in respect of the Mews Marketplace and Integrations, in the following order of priority: (a) the applicable Integration Specific Terms; (b) these Marketplace Terms; (c) the MTC. This order of priority does not affect the order of precedence set out in the MTC in respect of any other matter. 

4.2 Partner is entitled to support in relation to Mews Add-Ons as set out in its applicable support package. Mews does not provide support in respect of Third-Party Integrations. 

4.3 Mews and Third Parties may update Integrations from time to time. Mews is not responsible or liable for any changes or updates made by a Third Party to its Third-Party Integration. 

4.4 Before enabling any Third-Party Integration, Partner is responsible for reviewing the terms, privacy practices, and technical security standards on the basis of which the relevant Third Party provides its product or service. Mews does not endorse any Third-Party Integration and makes no representation regarding the adequacy of any Third Party's terms or security practices. Listing of a Third-Party Integration on the Mews Marketplace does not constitute an endorsement, recommendation, or warranty by Mews of that Integration or the relevant Third Party. 

5.1 Partner must pay Fees for any Mews Add-On that is not provided free of charge. Fees may be deducted from Partner's Sub-Merchant Account or invoiced as specified in the applicable Commercial Schedule or Integration Specific Terms. 

5.2 Mews reserves the right at any time to: (a) discontinue providing any Integration free of charge and convert it to a paid Integration; or (b) change the Fees applicable to any Mews Add-On. Mews will use reasonable efforts to notify Partner of any such change in advance. The details of any fee changes will be set out in the applicable Integration Specific Terms. 

5.3 Mews is not responsible for any fees, payment terms, or charges imposed by a Third Party in connection with a Third-Party Integration. 

5.4 For the avoidance of doubt, changes to Fees applicable to Mews Add-Ons are not subject to the material change mechanism in the MTC and are governed solely by the applicable Integration Specific Terms. 

6.1 All content made available through the Mews Marketplace, including text, graphics, logos, and software, is the intellectual property of Mews and/or the relevant Third Party and is protected by applicable intellectual property laws. Partner may not use any such content without the prior written consent of the relevant rights holder. 

7.1 By enabling a Third-Party Integration, Partner, as Controller, instructs Mews, as Processor, to transfer Personal Data and other data to the relevant Third Party and to receive data from that Third Party through the Integration. Any processing of Personal Data by Mews on Partner's behalf in connection with a Third-Party Integration is governed by the DPA. 

7.2 Mews does not process data on behalf of any Third Party and has no control over data processed within a Third Party's products or services. Such processing is governed solely by the terms agreed between the Third Party and Partner. 

7.3 Where a Mews Add-On involves the processing of Personal Data, the applicable Integration Specific Terms will set out the relevant data processing roles and description. Where Mews processes Personal Data on Partner's behalf, such processing is governed by the DPA. 

8.1 Partner may cancel its use of a Third-Party Integration by disabling it within the Mews platform. Mews is not responsible for any cancellation terms imposed by a Third Party. To cancel a Mews Add-On, Partner must comply with the applicable Integration Specific Terms. 

8.2 Mews may remove any Integration from the Mews Marketplace at any time, including where: (a) the relevant Third Party requests removal; (b) the Integration infringes applicable law or any third-party intellectual property rights; (c) Partner raises reasonable complaints regarding the quality of the Integration or associated support; (d) the Third Party  is in breach of the Mews Marketplace Partner Agreement; or (e) Mews discontinues the relevant Mews Add-On. 

8.3 Mews may monitor the usage of any Integration and the data fields and permissions associated with it, and may disable or remove any Integration, data field or permission that has not been in active use for a period of [90] days. Any Integration, data field or permission so disabled or removed will be restored on Partner's reasonable request.  

9.1 Nothing in these Marketplace Terms confers or is intended to confer any right or benefit on any third party, including any Third-Party whose Integration is listed on the Mews Marketplace. 

By enabling a Third-Party Integration, Partner, as Controller, instructs Mews, as Processor, to transfer Personal Data and other data to