Mews Master Terms and Conditions

We built Mews to give hospitality businesses the technology to run better, serve guests more meaningfully, and grow without limits. We are genuinely glad you are here.

You are in the business of making people feel welcome. So are we, starting here.

These Master Terms and Conditions (this "MTC") set out the terms of our relationship. We have written them in plain language wherever possible, because we want you to understand what you are agreeing to. Where legal language is unavoidable, we have kept it tight and also provided a plain English summary of each session, this is accessible by hovering on the ? button next to each section . If anything is unclear, ask us at support@mews.com.

We know you have a hotel to run so, we have kept this as short as we reasonably could.

This Mews Master Terms and Conditions 6.0 (this "MTC") applies to all Partners who execute a Commercial Schedule or a Statement for Work with Mews on or after [1 October 2026]. This MTC may be updated periodically, with such updates becoming effective as specified in the applicable version of the terms and in accordance with the notice provisions set out herein.

The existing terms (available at https://www.mews.com/en/legal/legacy-legal-documents) apply to Partners who executed an agreement (Existing Agreement) for Mews services prior to 1 October 2026.

Together, this MTC, each applicable Commercial Schedule, any Statement of Work, and all documents incorporated by reference into any of them constitute the full agreement between Mews and Partner in respect of the Services (the "Agreement"). In the event of any conflict between these documents, the order of precedence set out in clause 18 applies.

Each Commercial Schedule and Statement of Work constitutes a separate agreement between Mews and the Partner entity named in it, incorporating the terms of this MTC. Where multiple Commercial Schedules or Statements of Work are in effect between Mews and Partner or its Affiliates, each shall be construed as an independent agreement and termination or breach of one shall not, of itself, affect the validity or continuity of any other unless expressly stated otherwise.

(a) Subject to the terms of this Agreement, Mews will provide Partner with access to the Subscription Services during the Term. The Subscription Services include the Service Level Agreement. Partner is responsible for any Partner-managed or Partner-installed third-party products not included in the Subscription Services

(b) Partner acknowledges that, in order to provide the Subscription Services, Mews may host, use, transmit and display Partner Data and may review Partner's volume and type of usage of the Subscription Services. Mews will not acquire any title or interest in or to Partner Data or third-party products.

(c) The Partner shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use Mews Services, including but not limited to modems, hardware, servers, software, operating systems, and networking and web servers ("Equipment"). The Partner shall be responsible for maintaining the security of the Equipment and for any use of the Equipment.

(d) Partner will receive support, upgrades and updates during the Term in accordance with the terms of the applicable Commercial Schedule and the Partner Support Handbook.

(e) Mews will provide Partner with credentials or a URL to access the Subscription Services. The Subscription Services will be accepted upon delivery of the credentials or a URL and are not subject to any other contingencies or agreements.

(f) The parties acknowledge that the Subscription Services may include AI Systems. Partner agrees that Mews may use AI Systems to provide or deploy the Subscription Services ("Permitted AI Use"). Any use other than Permitted AI Use shall be notified to the Partner and agreed with the Partner.

(g) Mews shall not use Partner Personal Data to train Mews AI Systems models without Partner's prior written consent.

(h) Partner shall take all appropriate and reasonable efforts to ensure that its staff or contractors involved in the deployment and use of the Subscription Services have a sufficient level of AI literacy in accordance with the requirements of applicable AI Law.

(i) Partner's use of the Subscription Services will comply with this MTC, the Acceptable Use Policy and the Documentation. Partner agrees not to sell, resell, rent, outsource, timeshare, lease or sublicense the Subscription Services to any third party or otherwise use it except as permitted under this Agreement. Partner will not use shared User IDs to avoid or reduce the counting of individuals that use the Subscription Services.

(j) Partner's use of the Subscription Services will be in accordance with the Documentation. Unless and to the extent unavoidably permitted by unavoidable laws of Partner's jurisdiction for limited interoperability purposes, Partner shall not reverse engineer, decompile, unbundle or disassemble the whole or any part of the Services or otherwise attempt to determine source code or protocols from the Subscription Services, Documentation and/or Software.

(k) Mews and, where applicable, its third-party providers own all right, title and interest in the Subscription Services, Software and Background Materials. Software will contain Mews' copyright notice, and Partner will reproduce such notice in any permitted copy made by Partner.

(l) Partner is solely responsible for: (i) safeguarding any API credentials, tokens, or access keys issued by Mews and for any activity occurring under those credentials; (ii) testing any Partner-built integration or application against the Subscription Services, including in any test environment made available by Mews, before deploying that integration to a production environment; and (iii) any processing, storage, or use of Partner Data after it has been accessed via the Mews API and transmitted outside of Mews's systems. Mews is not liable for any loss or damage arising from Partner's failure to comply with this clause.

(m) Where the applicable Commercial Schedule includes a Proof of Concept period, Mews will provide Partner with access to the Subscription Services for the POC Period for evaluation purposes. The parties shall meet at least once per month during the POC Period to review progress, and before the end of the POC Period to evaluate outcomes.

(n) Curated Guest Services.

    (i) Mews provides a system for the continuous management of guests and members. Partner acknowledges that Mews may make additional guest-facing services available through the Mews Platform from time to time, fulfilled by curated third-party providers.

    (ii) Mews may make a Curated Guest Service available to Partner's guests during the Term. Partners may opt out of any Curated Guest Service at any time through the Mews Platform. Where a revenue component is payable to Partner in respect of a Curated Guest Service, the applicable amount will be notified to Partner. Mews does not guarantee any specific level or amount of revenue, which will vary by service and usage.

    (iii) Where a Curated Guest Service is fulfilled by a third party, the applicable third-party terms will be made available to the guest at the point of selection. Nothing in this clause makes Mews the provider of the underlying third-party service except where expressly stated.

(a) Mews may facilitate access to Payment Processing Services to Partner under a Commercial Schedule.

(b) Where specified in the applicable Commercial Schedule, Mews will facilitate access to Payment Processing Services through the Mews Platform by connecting the Partner with one or more third-party Payment Services Providers. The additional terms governing Payment Processing Services are set out in the Commercial Schedule and Payment Terms Hub, which are incorporated by reference into this MTC.

(c) Partner's use of Payment Processing Services requires entry into additional and separate terms, as contained in the Payment Terms Hub, with Mews and acceptance of the terms and conditions with the applicable Payment Services Provider. In the event of any conflict between this MTC and the Payment Terms Hub in relation to Payment Processing Services, the Payment Terms Hub shall prevail.

(d) Partner must complete Mews' know-your-customer verification process before Payment Processing Services are activated and must provide complete, accurate and up-to-date information as required. Mews and/or the applicable Payment Services Provider reserve the right to refuse, suspend or terminate access to Payment Processing Services if KYC verification cannot be completed or maintained.

(a) Mews may provide Professional Services to Partner under a Statement of Work or the Commercial Schedule (in case of onboarding-related services).

(b) All Partner Deliverables that Mews creates when providing Professional Services for Partner under this Agreement will be a "work made for hire" and will become, effective upon payment by Partner in full, the exclusive property of Partner. To the extent any Partner Deliverable does not vest in Partner by operation of law, Mews hereby assigns to Partner, effective upon payment by Partner in full, all right, title and interest in that Partner Deliverable. Partner will also retain all right, title and interest in any new configurations (other than configurations forming part of the Subscription Services or provided by Mews in the course of delivering Professional Services) that Partner develops for itself using the Software. So long as Mews has not used any Partner Confidential Information, Partner agrees not to challenge or make claims against Mews' ability to provide its products and services to other customers.

(c) Mews may use its Background Materials when providing Professional Services to Partner. Background Materials are the property of Mews, and if Mews incorporates any Background Materials in a Deliverable provided to Partner under a Statement of Work, Partner will receive a non-exclusive, non-transferable, fully paid-up licence to use those Background Materials solely in connection with the Partner Deliverables in which they were incorporated under the terms of the applicable Commercial Schedule or Statement of Work.

(a) During the Term, on request, Mews will provide the security standards as outlined in the Platform Documentation.

(b) Mews and Partner agree that each party may store, access and process the other party's Business Contact Data for the purpose of performing any obligations under this Agreement. Each party may share the other party's Business Contact Data with its contractors, partners, assignees and others acting on such party's behalf under this Agreement.

(c) Partner represents and warrants that it has complied, and will throughout the Term comply, with all applicable laws and regulations in relation to Partner Data, including that it has provided any necessary notices and obtained any necessary consents relating to Partner's collection and use of such Partner Data.

(d) To the extent Mews is processing any Partner Data that includes Personal Data, the DPA is incorporated by reference. In the event of any conflict between the DPA and this MTC regarding the processing of Personal Data, the DPA shall prevail.

(a) This MTC is binding upon execution of its Commercial Schedule and will continue through the Term of its Commercial Schedule.

(b) In the event that either party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following receipt of written notice from the non-breaching party, the non-breaching party may terminate this MTC and/or such Commercial Schedule and/or Statement of Work by providing written notice of the breaching party's failure to cure. If such termination is due to Mews' breach, Mews will refund Partner any unused, pre-paid fees for the Subscription Services. In the event of Partner's breach, Mews reserves the right to either suspend or terminate Partner's use of the Subscription Services or Mews' provision of other products or services.

(c) Either party may, by written notice to the other party, terminate this MTC or any Commercial Schedule in the event such other party terminates or suspends its business, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceedings not dismissed within sixty (60) days.

(d) If the Agreement is terminated or expires, each party will return to the other, or certify in writing the destruction of all Confidential Information or property of the other, provided that neither party is required to delete Confidential Information saved to a back-up or archiving system in accordance with ordinary back-up or document retention policies, or required for litigation or regulatory reasons.

(e) Upon termination of a Commercial Schedule and/or Statement of Work (other than termination under clauses 5(b), 5(c), 5(d)), all fees for the full applicable term of the Commercial Schedule will be paid to Mews. If a Commercial Schedule and/or Statement of Work is terminated or expires, unless otherwise stated under the Commercial Schedule, all rights granted under that Commercial Schedule will terminate.

(f) Sections 1(k), 3(b), 3(c), 8, 10(d), 11 through 14, 15, 16 and 18 and any outstanding payment obligations will survive the termination of this Agreement.

(a) The Services will be provided for the Term as set forth in the applicable Commercial Schedule or Statement of Work. Unless either party provides timely written notice of non-renewal at least thirty (30) days before the expiry of the Term (Partner must provide such written notice to Mews at support@mews.com), the Initial Term of a Commercial Schedule (including any additional Mews Subscription Services or Payment Processing Services purchased, which will be made co-terminus to the Commercial Schedule) shall automatically renew for successive one-year Renewal Terms.

(b) If either party gives notice of non-renewal in accordance with 6(a) above, the Commercial Schedule will expire at the end of the then-current Term. The relevant Commercial Schedule in effect at the time of expiry will terminate in accordance with the Term provisions contained in them. Partner's payment obligations for the current Term are not affected by a notice of non-renewal.

(a) Mews may suspend provision of the Subscription Services to Partner in the event of: (i) Partner's delay with the payment of any Fees for more than seven (7) days after the expiration of the payment due date as contained in section 8(a); (ii) a material breach of this Agreement by Partner; or (iii) as specified in any applicable Payment Terms Hub or other terms incorporated into this MTC.

(b) During any suspension period, the Subscription Services will remain live (for data preservation purposes), but Partner will have no access to its account or the Subscription Services. Suspension does not affect any other rights or remedies available to Mews arising out of Partner's breach.

(c) Mews will notify Partner promptly upon exercising its right to suspend. Mews will restore access to the Subscription Services promptly following the cure of the event giving rise to suspension, provided all outstanding amounts have been paid and any breach has been remedied to Mews' reasonable satisfaction.

(a) Fees and expenses are specified in the applicable Commercial Schedule and are payable in the currency stated therein. All payments are due within fourteen (14) days of the date of Mews’ invoice and will be subject to a late charge of 0.667% per month or the maximum amount permitted by applicable law, whichever is less. Where Partner operates a Sub-Merchant Account, Partner agrees that payment of Fees may be collected directly from that account, and Partner hereby authorises Mews to do so.

(b) Once due, all fees are non-cancellable and non-refundable, except to the extent expressly provided in this Agreement, or as required by applicable law. Where the applicable Commercial Schedule specifies monthly billing, this reflects the frequency at which invoices are issued, not the duration of Partner's commitment. Partner's subscription runs for the full Term set out in the Commercial Schedule. All fees for the full Term are due and payable regardless of billing frequency. Monthly instalments do not create a right to terminate at the end of any monthly period.

(c) Partner is responsible for any applicable taxes, including sales, use, GST, VAT, customs or excise tax, excluding only those taxes based upon the net income of Mews.

(d) Fees for the Services will be increased by Mews once per year by such percentage contained in the Commercial Schedule, effective on each anniversary of the applicable Commercial Schedule.

(e) Changes to Fees:

    (i) From time to time, Mews may introduce changes to the applicable Fees stated in the applicable Commercial Schedule and will notify Partner of such changes. Notified changes to Fees will take effect upon expiration of a notice period of thirty (30) calendar days, unless a later effective date is specified.

    (ii) If Partner does not agree to a notified change to Fees, the objection and resolution process in clause 18(c)(ii) applies.

    (iii) Changes to Fees that result solely from Partner's increase in usage, from Partner's addition of new Subscription Services, or from the annual adjustment under section 8(d), do not constitute a material change to Fees for the purposes of this clause.

(f) Without prejudice to Mews' right of suspension under Section 7, if any undisputed Fees remain unpaid after the fourteen (14) day payment period specified in Section 8(a):

    (i) Mews may set off any amounts owed to it against any amounts otherwise payable to Partner; and 

    (ii) Mews may require that all future Fees are paid by direct debit, pre-payment, or such other payment method as Mews reasonably specifies, until the account is brought current and remains current for a period of ninety (90) days.

(a) Additional Products - Mews may, from time to time, make Additional Products available to Partner through the Mews Platform. Where fees or product-specific terms apply, these will be displayed to Partner (or updated in the Product Documentation) at the point of availability. Partner's continued use of an Additional Product constitutes acceptance of those fees and terms. Where Partner has used an Additional Product for a continuous period of thirty (30) days, that use is deemed acceptance and the Additional Product will be billed for the remainder of the then-current Term on a pro-rated basis. Fees for Additional Products are non-cancellable and non-refundable for the remainder of that Term. Unless otherwise stated, Additional Products renew on the same terms as the applicable Commercial Schedule.

(b) Service Evolution - Mews may at any time add, modify, remove, or replace features, functionality, or components of the Subscription Services as part of the ongoing development and improvement of the Mews Platform. This right is separate from, and does not constitute a change to, these Master Terms and Conditions or any incorporated terms for the purposes of clause 18(c)(i). Mews will provide reasonable advance notice of any modification that materially removes functionality that Partner is actively using, but is not obliged to provide notice of additions, enhancements, or changes that are neutral or positive for Partner.

(c) Usage Overages - Mews reserves the right to monitor Partner's use of the Subscription Services. Any use of the Subscription Services by Partner in excess of the quantities specified in the applicable Commercial Schedule or otherwise agreed in writing is subject to billing in arrears. Mews shall have the right to issue a true-up invoice for payment of any additionally incurred Fees arising from such excess use.

(d) True Up - True-up invoices will be issued on a monthly basis and will be payable within fourteen (14) days of the invoice date. Partner's obligation to pay true-up Fees is covered by the non-cancellable and non-refundable nature of the Fees under the applicable Commercial Schedule.

(a) Each party represents and warrants the following: (i) entering into and carrying out the terms of this Agreement will not violate any obligation binding upon it; (ii) each party will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the executing persons have the authority to bind their respective parties.

(b) Partner represents and warrants

    (i) that any individual who signs a Commercial Schedule or Statement of Work, accepts terms, or takes actions within the Mews Platform on Partner's behalf has full authority to bind Partner to those actions, and that Mews may rely on any such action as a valid and binding act of Partner; and

    (ii) that Partner will comply with all applicable laws and regulations in connection with its use of the Services.

(c) Mews warrants that:

    (i) it will not intentionally or knowingly introduce into the Subscription Services any disruptive or corrupting software that would damage, disable or compromise the security of Partner Data; and

    (ii) the Professional Services will be performed in a good and workmanlike manner, consistent with applicable industry standards.

(d) EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES, THE MEWS PLATFORM, THE SOFTWARE, THE DOCUMENTATION AND ANY AI OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEWS EXCLUDES ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS THAT MIGHT OTHERWISE BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT, WHETHER BY STATUTE, COMMON LAW, CUSTOM OR OTHERWISE, INCLUDING ANY IMPLIED TERMS RELATING TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE SKILL AND CARE, ACCURACY, TITLE, NON-INFRINGEMENT OR THE ABILITY TO ACHIEVE A PARTICULAR RESULT.

(e) Without limiting Section 10(d), Mews does not warrant that the Subscription Services, the Mews Platform, the Software, the Documentation or any Mews content will meet the Partner's requirements, or that their operation or availability will be uninterrupted, timely, secure, error-free or free of viruses or other harmful components, or that all errors will be corrected. Mews makes no warranty as to the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the foregoing. The Partner acknowledges and agrees that, to the extent it relies on any of them, it does so at its own risk.

(a) "Confidential Information" means all non-public information provided by or on behalf of a party to the other party unique to the disclosing party's business, including but not limited to the Subscription Services, Software and Documentation.

(b) Each party agrees that any Confidential Information is the exclusive proprietary property of the disclosing party or its licensors and may include trade secrets and other highly confidential information.

(c) Each party agrees to receive and hold any Confidential Information supplied by the other party in confidence and agrees:

    (i) not to disclose or publish any such Confidential Information to third parties except as provided in Section (11)(c)(iii);

    (ii) not to use any such Confidential Information except for those purposes specifically authorised by the disclosing party;

    (iii) to disclose such Confidential Information only to those of its officers, directors, agents, subprocessors and employees who have a need to know, have been advised of the confidential nature of the Confidential Information, and who are under obligations of confidentiality to the receiving party; and

    (iv) to follow the other party's reasonable on-site security procedures.

(d) The above confidentiality provisions will not apply to information that:

    (i) is in the public domain at the time of its disclosure;

    (ii) is disclosed with the prior written consent of the disclosing party;

    (iii) becomes known to the receiving party from a source other than the disclosing party, provided such source is legally entitled to have and disclose the information; or

    (iv) is independently developed by a receiving party without use of the Confidential Information of the disclosing party, as demonstrated by written records.

(e) In the event that a receiving party is required by a court of law or by a governmental, regulatory or administrative agency to disclose any Confidential Information, the receiving party shall, to the extent legally permitted: (i) provide the disclosing party with prompt prior written notice; and (ii) furnish only that portion of the Confidential Information which is legally required to be disclosed.

(f) If, in connection with the Subscription Services, Partner communicates suggestions for improvements to the Subscription Services, Partner assigns to Mews all of its right, title and interest (including all intellectual property rights) in such suggestions and Mews will own all right, title and interest in the same and shall be entitled to use the same without restriction. 

(a) Mews will indemnify and defend Partner against any third-party claim that the Subscription Services or a Deliverable infringe upon a third-party Intellectual Property Rights ("Third Party IPR Claim"). If the Subscription Services or a Deliverable is found to be infringing, or if Mews deems it advisable as a result of a claim or threatened claim, Mews will, in its reasonable discretion:

    (i) procure for Partner the right to continue using the Subscription Services or Deliverable;

    (ii) replace or modify the Subscription Services or Deliverable so that it becomes non-infringing; or

    (iii) if Mews cannot reasonably do either of the foregoing in its discretion, terminate the Commercial Schedule to which the Third Party IPR Claim relates.

These remedies will be Partner's sole remedy for any Third Party IPR Claim.

(b) Mews will not indemnify Partner when the alleged infringement results from: (i) content provided by Partner or developed for Partner as a Deliverable pursuant to written specifications or instructions provided by Partner; (ii) modifications made to the Subscription Services or Deliverable by Partner or a third party; (iii) configurations created by Partner or a third party; or (iv) Partner's failure to implement an update or upgrade to the Subscription Services made available by Mews, where Mews has notified Partner that the update or upgrade was designed to address or would have avoided the alleged infringement.

(c) Mews shall indemnify and defend Partner against any third-party claim to the extent attributable to bodily injury or death of any person or damage to or destruction of any tangible property, resulting from the wilful or grossly negligent acts of Mews, its agents or employees.

(d) Partner will indemnify and defend Mews from and against any third-party claim that: (i) arises from any use of the Subscription Services by Partner that is not in compliance with this MTC or the applicable Commercial Schedule (other than a Third Party IPR Claim subject to indemnification by Mews); (ii) alleges that any Partner configuration of the Services infringe or misappropriate any third-party intellectual property rights, (iii) arises out of, any use of the Payment Processing Services by the Partner, including for all transactions, chargebacks, refunds, claims, fines associated with such use, or use of the Payment Processing Services in a manner prohibited in this MTC and/or the Payment Terms Hub, or (iv) arises from Partner's use of any Third-Party Integration, connector, or application made available through or in connection with the Subscription Services, where such claim results from (A) Partner's misuse of that integration or (B) Partner's violation of the terms on which the relevant third party makes its product or service available, including any terms governing use of payment networks, channel connectivity, or data access.

(e) In asserting any claim for indemnification, the relevant party must provide prompt written notice describing the claim and cooperate fully with the indemnifying party. The indemnifying party will be entitled to control any proceedings or litigation for which it is indemnifying the other party, except that it will not, without the other party's prior written consent (not to be unreasonably withheld), enter into any settlement that would require the other party to take any action or refrain from taking any action, other than permitting the indemnifying party to pay money damages on its behalf.

(a) Each party will have unlimited liability to the other party under this Agreement for actual, direct damages arising out of, or related to:

    (i) a party's obligation to indemnify the other party for third-party claims under Section 12 and clause 15(c) of this MTC (including related reasonable attorneys' fees and court costs); or

    (ii) the Partner's infringement or misappropriation of Mews' intellectual property rights.

(b) The Partner will have unlimited liability to Mews under this Agreement for all damages arising out of, or related to the Partner's use of the Payment Processing Services (including all transactions, chargeback fees, refunds, claims, fines associated with such activity).

(c) Subject to clause 13 (d), neither Party shall be liable to the other Party for any indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill or loss of anticipated savings, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, under or in connection with this Agreement, even if that Party has been advised of the possibility of such damages.

(d) Notwithstanding any other provisions of this Agreement, nothing in this Agreement shall limit or exclude either party's liability for:

    (i) fraud;

    (ii) death or personal injury caused by such party's negligence;

    (iii) any liability to the extent the same may not be excluded as a matter of law.

(e) Subject to clause 13(a) and 13(b) above, each party's liability for all claims or damages arising under or related to this Agreement (regardless of the type of damages, and whether for breach of contract, breach of warranty, tort or otherwise) will be limited to the amount of fees received by Mews from Partner in the prior one (1) month in connection with the Commercial Schedule (or an authorised entity order form, if applicable) under which such damages arose.

Notices under this MTC will be given in writing. The form of notice required depends on its subject matter:

(a) Formal notices: including but not limited to notice of termination, material breach must be delivered by certified mail (return receipt requested) or internationally recognised overnight courier to:

Mews: Mews Systems OPCO B.V
Wibautstraat 137 D, Scalehub 2nd floor, 1097DN
Amsterdam, Netherlands
Attention: Chief Legal Officer.

Partner: The address set out in the applicable Commercial Schedule.

(b) Operational notices: including but not limited to billing queries, account changes, additional purchase orders, support escalations, usage notifications, and renewal or non-renewal notices, may be given by email to the addresses set out in the applicable Commercial Schedule, or as otherwise notified by a party in writing from time to time.

The following additional terms apply to Mews Generative AI services only:

(a) Partner acknowledges that Mews Generative AI features utilise third-party Generative AI services and Partner's use of Mews Generative AI shall comply with the applicable third-party terms of service.

(b) Mews does not own results from Partner's use of Mews Generative AI. Partner understands and acknowledges that Generative AI systems may produce similar responses to similar prompts from multiple individuals, and that Partner's rights in results may not be enforceable against third parties.

(c) Partner will indemnify and defend Mews from and against any third-party claim that: (i) arises from any use of Mews Generative AI that is not in compliance with this Agreement, the Acceptable Use Policy or the applicable Commercial Schedule; or (ii) Partner Data provided by Partner infringes third-party intellectual property rights.

(d) The Partner agrees and acknowledges that the Subscription Services are not intended to be deployed as a HRAI and that Partner shall not use the Subscription Services for any purpose that may cause the Subscription Services to be deemed a HRAI. Should Partner cause the Subscription Services to be deemed a HRAI, Partner shall be responsible for compliance with AI Law.

Where Mews makes Beta Services available to Partner, Partner's access to and use of those Beta Services is governed by the Mews Beta Terms. In the event of any conflict between these MTCs and the Mews Beta Terms in respect of a Beta Service, the Mews Beta Terms prevail. Beta Services are not Subscription Services under this MTC unless and until Mews includes them and expressly designate them as Subscription Services in a signed Commercial Schedule. 

The Subscription Services may interoperate with, or facilitate Partner access to, products and services provided by third parties, including those listed on the Mews Marketplace ("Third-Party Integrations"). Partner's access to and use of any Third-Party Integration is subject to the Mews Marketplace Terms, as updated from time to time. Mews provides Third-Party Integrations for Partner's convenience only; Mews has no control over, and is not responsible for, the availability, performance, or content of any Third-Party Integration, and provides no warranty in respect of them. Mews may add, modify, or remove any Third-Party Integration at any time without liability to Partner. In the event of any conflict between the provisions of this Agreement and the Mews Marketplace Terms in respect of a Third-Party Integration or any matter arising from Partner's access to the Mews Marketplace, the Mews Marketplace Terms prevail solely to the extent of that conflict. This clause does not apply to Curated Guest Services. 

(a) Insurance. During the Term of any applicable Commercial Schedule, Mews will maintain appropriate insurance with limits appropriate to the services provided. Evidence of Mews' insurance coverage is available upon written request.

(b) Cooperation. In the event of any dispute which cannot be readily resolved within thirty (30) days, the parties will each escalate the matter to senior management who will meet in person or by telephone within fifteen (15) days of receipt of notice of the dispute, to attempt to resolve the open issues.

(c) Changes.

    (i) Mews may update these Master Terms and Conditions and its incorporated terms (other than the Documentation) from time to time by giving Partner no less than 30 days' written notice before the changes take effect, except where an update is required by applicable law or regulation, in which case shorter notice may apply. Partner's continued use of the Services after the effective date of any update constitutes acceptance of the updated terms. For the avoidance of doubt, this clause does not apply to the Documentation, which may be updated from time to time without notice.

    (ii) Objection to Material Changes - Where an update results in a material reduction of the Services or a material increase in Fees applicable to existing Services (Material Change) and Partner does not accept the Material Change, Partner must notify Mews in writing within 30 days of receiving notice under clause 18(c)(i). Upon receipt of Partner's notice, the parties will negotiate in good faith to resolve the disagreement during the period commencing on the date of Partner's objection notice and expiring within the 30-day notice period in clause 18(c)(i) (the Resolution Period). If the parties reach agreement before expiry of the Resolution Period, the agreed terms will apply. If no agreement is reached within the Resolution Period, Partner may terminate the affected Service on written notice to Mews, with termination taking effect on the date the Material Change would otherwise have applied and no early termination fees applying. If Partner does not notify Mews within the initial 30-day period, Partner is deemed to have accepted the Material Change and may not terminate on these grounds. For the avoidance of doubt, the following shall not constitute a Material Change: (i) the annual price increase under section 8(d), or fee changes for circumstances described under 8(e)(iii); (ii) the introduction or availability of any Curated Guest Service, being an optional guest-facing service that Partner may switch off through the Mews Platform at any time; and (iii) any addition, modification, removal, or replacement of features, functionality, or components of the Subscription Services made in accordance with clause 9(b).  

(d) Assignment or Delegation. Mews may assign or novate this MTC, in whole or in part, to any Mews Affiliate or, in connection with a merger, acquisition or sale of all or substantially all of its assets, to any third-party successor, without Partner's prior consent. Mews will notify Partner of any such assignment within a reasonable time. Partner may not assign, novate or otherwise transfer any of its rights or obligations under this MTC without the prior written consent of Mews, such consent not to be unreasonably withheld or delayed. Any purported assignment by Partner in breach of this clause shall be void. Neither party may assign this MTC to a direct competitor of the other party without prior written consent.

(e) Compliance with Export Controls Laws. The export and re-export of Mews Software and Services are subject to applicable export control and sanctions laws and regulations, including UK Export Control legislation, EU dual-use regulations, and US Export Administration Regulations (EAR). Partner agrees that it will not export, re-export or transfer the Subscription Services to, or allow access by, any person or in connection with any transaction that would violate applicable Export Control Laws.

(f) Anti-Corruption. Mews and Partner each represent and warrant: (i) that it is aware of all anti-corruption legislation applicable to this Agreement, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977; (ii) it has implemented rules and procedures enabling compliance with these regulations; (iii) it has not made or offered or received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of the other party's employees or agents in connection with this MTC (reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction). If a party learns of any violation, it will use reasonable efforts to promptly notify the other party.

(g) Publicity. Mews may use Partner's name, logo and type of licensed software in its marketing and advertising materials, subject to any branding guidelines provided by Partner.

(h) Cooperation and Usage Validation. Mews and Partner agree that each will execute and deliver documents and take such other actions as may reasonably be requested to effect the transactions contemplated by this Agreement. Mews reserves the right to validate Partner's usage of the Services and its compliance under this Agreement.

(i) Reports and Certifications. Upon request and not more than once annually, Mews will deliver executive summaries of security, data backup and monitoring events for the Partner's environment. Details of Mews certification are available at https://trust.mews.com/

(j) Platform Analytics. Mews may collect, aggregate and analyse data and information relating to the provision, use and performance of the Services, including usage patterns, performance metrics and operational telemetry derived from Partner's environment. All such data will be anonymised and aggregated such that it does not identify Partner or any individual. Mews may use such data to: (a) operate, maintain, improve and develop the Services and Mews' other products and services, including the enhancement of AI capabilities within those services; (b) generate and publish anonymised industry benchmarks and trend analysis; and (c) promote the Services and Mews' other offerings. These rights are not affected by expiry or termination of this Agreement.

(k) Force Majeure. Neither party will be responsible for performance delays caused by circumstances outside its reasonable control.

(l) Third Party Rights. No term of this Agreement shall be enforceable, by virtue of any applicable third-party beneficiary or similar law (e.g., the Contracts (Rights of Third Parties) Act 1999), by any person who is not a party to this Agreement.

(m) No Waiver. Neither a failure of a party to exercise any power or right provided by law or this Agreement, nor a custom or practice of the parties with regard to the terms or performance under this Agreement, will constitute a waiver of the rights of such party to demand full compliance with the terms of this Agreement unless it is in writing and signed by authorised representatives of the party giving the waiver.

(n) Counterparts. This Agreement may be signed in counterparts, including facsimile, PDF or electronic counterparts, each of which will be a legally binding method of execution of this Agreement.

(o) Entire Understanding. This Agreement constitutes the entire understanding of the parties with respect to the Subscription Services and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this MTC. This MTC also supersedes any conflicting language contained in any applicable past or future purchase order. In the event of any conflict between the terms of this MTC and the terms of any Commercial Schedule, the terms of the applicable Commercial Schedule will control. This MTC will not be modified except in a writing signed by an authorised representative of each party.

(p) Severability and Enforceability. If any portion of this MTC is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of this MTC.

(q) Hierarchy - In the event of any conflict between the documents comprising this Agreement, the following order of precedence applies, with each document taking priority over those listed below it:

    (i) The applicable Commercial Schedule or Statement of Work;

    (ii) the Payment Terms Hub;

    (iii) Data Processing Addendum (for any data protection matters);

    (iv) These Master Terms and Conditions;

    (v) The Platform Documentation and Product Documentation;

    (vi) Any other incorporated terms.

(r) Governing Laws and Jurisdictions.

This Agreement and all obligations arising out of or in connection with it (whether contractual or non-contractual) are governed by:

    (i) the laws of the State of Delaware, if Partner is domiciled or incorporated in the United States, Canada, or Central or South America; or

    (ii) the laws of England and Wales, if Partner is domiciled or incorporated anywhere else in the world;

in each case excluding conflicts of laws provisions.

Each party irrevocably submits to the exclusive jurisdiction of the courts of the applicable governing law territory as determined above, and waives any objection to proceedings in such courts on grounds of venue or inconvenient forum. This clause does not prevent either party from seeking urgent injunctive or other provisional relief in any competent court.

"Acceptable Use Policy" means a set of guidelines regarding the use of the Services. Available at https://www.mews.com/en/legal/acceptable-use-policy;

"Additional Products" means Services offered by Mews that are not included within Partner's then-current Commercial Schedule, which Partner may activate through the Mews Platform.

"Affiliates" means those entities that control, are controlled by, or are under common control with a party to this Agreement. For any Commercial Schedule to which an Affiliate is a party, the Affiliate will be additionally considered the Partner for purposes of this Agreement.

"Agreement" this MTC (and all its incorporated terms), the applicable Commercial Schedule, any applicable Statement of Work, and the POS Specific Terms, together constituting the full contractual relationship between Mews and Partner.

"AI Law" means any of the following: (i) the European Union's Artificial Intelligence Act (Regulation (EU) 2024/1689) and any national implementing laws, regulations and secondary legislation, as amended from time to time; (ii) all applicable artificial intelligence legislation as implemented by EU member states, Switzerland or in the United Kingdom; (iii) any successor legislation to the EU AI Act or other applicable AI laws; (iv) all artificial intelligence legislation, regulations, guidance, directions, codes of practice or orders issued by any supervisory authority and any applicable national, international or regional laws or regulations applicable to the provision of the Subscription Services.

"AI Systems" means machine-based systems that are designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infer from the input they receive how to generate outputs such as predictions, content, recommendations or decisions that can influence physical or virtual environments.

"Background Materials" means processes, methods, software (including the Software), related documentation, designs and know-how which Mews creates independently of the services for Partner. Background Materials also include all tangible and intangible materials created by Mews that generally apply to other Mews customers, products or services and/or within the Mews development roadmap which do not include any Partner Confidential Information.

"Beta Services" means features, modules, or functionality made available by Mews on a pre-general-availability basis for evaluation purposes, which are not Subscription Services unless and until included in a Commercial Schedule.

"Business Contact Data" means business contact information (the names, titles and roles, business phone and facsimile numbers, business office and email addresses) of Partner's or Mews' employees and contractors.

"Commercial Schedule" means a commercial order signed by both parties specifying the Subscription Services and the Payment Processing Services to be provided, applicable fees, Term and scope of use. Payments under each Commercial Schedule is non-cancellable and non-refundable, except to the extent expressly provided in this MTC or such Commercial Schedule or under applicable law.

"Curated Guest Services" means guest-facing products or services that Mews makes available through the Mews Platform in connection with the management of guests and members which Mews may make available to a Partner's guests. Each Curated Guest Service made available by a curated third-party provider carries a revenue component payable to Partner as notified at the point where the service is made available.

"Documentation" means as applicable, the Platform Documentation and/or the Product Documentation.

"DPA" means the Data Processing Addendum available at https://www.mews.com/en/legal/data-processing-addendum.

"Fees" means the amounts payable by Partner to Mews for the Services as specified in the applicable Commercial Schedule or Statement of Work, including any amounts arising from true-ups or usage overages.

"Generative AI" means technology and algorithms utilising a large language model or similar technology to generate new text, code or any other form of content in response to an input or prompt.

"Guest" means any individual who accesses or receives hospitality services from the Partner where those services are delivered, managed, or facilitated through the Services.

"HRAI" means a high-risk AI System or any equivalent high risk use cases as prescribed under AI Law.

"Initial Term" means as defined in the applicable Commercial Schedule.

"Mews" means Mews Systems OPCO B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office at Wibautstraat 137 D, Amsterdam, The Netherlands, and includes any Affiliate of Mews Systems OPCO B.V. that provides Services to Partner under the Agreement.

"Mews Beta Terms" means the terms governing Partner's participation in any Beta Services made available by Mews, as published at [insert URL] and incorporated by reference into this Agreement.

"Mews Marketplace Terms" means the terms governing Partner's access to and use of Mews Marketplace, as published at [insert URL] and updated from time to time.

"Mews Platform" means the proprietary cloud-based platform operated by Mews through which Subscription Services and Payment Processing Services are delivered to Partner made available under the applicable Commercial Schedule, as further described in the Documentation.

"Mews POS SLA" means the Mews POS availability commitments as described at https://help.mews.com/s/article/Mews-Pointof-Sale-Service-Level-Agreement-POS-SLA.

"Partner" means the entity identified as "Partner" in the applicable Commercial Schedule, including its permitted successors and assigns. Where an Affiliate of Partner executes a Commercial Schedule, that Affiliate is deemed to be the Partner solely for the purposes of that Commercial Schedule and the Agreement as it applies to it 

“Partner Data” means any information received from or on behalf of Partner, including but not limited to content, prompts and inputs, that is stored, transferred or processed during the provision of the Services. 

“Partner Deliverables” means documents and other tangible work product produced by Mews for Partner during the course of the performance of Professional Services under a Statement of Work  excluding any Background Materials. 

“Partner Personal Data” means Partner Data that constitutes Personal Data. 

“Partner Support Handbook” means the terms for Mews’ provided support, upgrades and updates available at https://help.mews.com/s/topic/0TOQC000002VvYj4AK/client-support-handbook; 

"Payment Processing Services" means payment processing and acquiring services provided by respective Payment Services Provider.

"Payment Services Provider" means the payment services provider identified in the relevant Commercial Schedule.

Payment Terms Hub - means the terms governing Payment Processing Services as published by Mews at [copy and paste the actual link to the Payment Terms Hub page here], as updated from time to time, and incorporated by reference into this MTC.

Payment Terms Hub - means the terms governing Payment Processing Services as published by Mews at https://www.mews.com/en/legal/payment-terms-hub, as updated from time to time, and incorporated by reference into this MTC. 

"Personal Data" means any Partner Data or other information relating to any identified or identifiable natural person that is transferred, processed or stored during the provision of the Services by or on behalf of Partner. For the purposes of data processing activities governed by the DPA, Personal Data has the meaning given to it in the DPA.

"Platform Documentation" means the operational documentation governing the delivery, availability, security, and support of the Subscription Services as available at https://www.mews.com/en/legal/payment-terms-hub.

"POC Period" means the duration of a Proof of Concept as set out in the applicable Commercial Schedule, commencing on the go-live date.

"POS Specific Terms" means the terms governing Partner's access to and use of Mews Point of Sale (POS) as published at https://www.mews.com/en/legal/pos-terms-of-use.

"Product Documentation" means the documentation published by Mews available at https://help.mews.com/s/topic/0TOQC000002Vvbx4AC/product-documentation describing the features, functionality, technical specifications, and applicable use terms and guides of the Subscription Services, including module-specific feature guides, API documentation, release notes, and any AI or integration terms published within that documentation. For the avoidance of doubt, user support content (other than Documentation) published at http://help.mews.com is provided for operational reference only and does not form part of this MTC.

"Professional Services" means consulting, optimization, technical advisory, implementation, system audits, and similar project-based services provided by Mews to the Partner as specified in a Statement of Work.

"Proof of Concept" means a time-limited evaluation period during which Mews provides Partner with access to the Subscription Services for assessment purposes, as specified in the applicable Commercial Schedule.

"Renewal Term" means each successive period of one year commencing on the expiry of the Initial Term or the preceding Renewal Term (as applicable), unless a different duration is specified in the applicable Commercial Schedule, and unless either party provides timely notice of non-renewal in accordance with Section 6.

"Services" means the Payment Processing Services, Professional Services or Subscription Services, either individually or collectively.

"Service Level Agreement" means the Mews production environment availability commitments as described at https://help.mews.com/s/article/Mews-Service-Level-Agreement .

"Software" means the software listed in the applicable Commercial Schedule and managed by Mews as part of the Subscription Services, including any enhancements, updates, upgrades, modifications or other releases provided to Partner. Software may include artificial intelligence and machine learning capabilities, including Generative AI capabilities.

"Statement of Work" means an agreement signed by both parties for the provision of Professional Services by Mews, setting out the scope, deliverables, fees and timeline for those services.

Sub-Merchant Account has the meaning given in the Merchant Terms and Conditions.

"Subscription Services" means the Mews Software made available to Partner for use within defined scope of use, including technical support and any enhancements, updates, upgrades, configurations, modifications, releases, environments and data and file storage. Subscription Services may include AI Systems.

"Term" means in respect of Subscription Services and Payment Processing Services, as defined in the applicable Commercial Schedule; and in respect of Professional Services, the period specified in the applicable Statement of Work.

"Third-Party Integration" means any third-party product, service, or connector that interoperates with or is accessible through the Subscription Services, including those listed on the Mews Marketplace.