Reselling Specific Terms

1.1  These Reselling Specific Terms (“Reselling Terms") set forth the legally binding terms and conditions for the Reselling of the Partner's Services to Customers through the Mews Platform. 

1.2 Reselling applies to Partners where payments are provided via Stripe Cross Border in regions outside U.S.A and Mexico. In such cases, Mews resells payments services. The terms and conditions of services provided by Stripe in such set up are governed by a recipient agreement between Mews and Partner (the “Recipient Agreement”). 

2.1  Definitions.  Capitalised words not defined in these Reselling Terms have the meaning given to them in the Master Terms and Conditions or Merchant Terms and Conditions. In the event of any conflict between the definitions in the Master Terms and Conditions, or Merchant Terms and these Reselling Terms, the definitions in these Reselling Terms take precedence. 

3.1  Subject. 

Subject to the terms and conditions set out in these Reselling Terms, the Partner will provide Mews with the Listing during the term of the Agreement for Reselling the Partner's Services to Customers, and Mews will issue corresponding Payouts to the Partner. For the avoidance of doubt, Mews does not directly provide any of the Partner's Services to the Customer. Reselling is a Mews Service under the Master Terms and Conditions, which apply accordingly. 

3.2  Appointment. 

The Partner hereby appoints Mews as its non-exclusive reseller of certain Partner's Services through the Mews Platform worldwide to Customers during the term of the Agreement. The Partner is solely responsible for providing Partner's Services to the Customer. 

4.1  Listing. 

The Partner agrees to submit the Listing in the Mews Platform in accordance with any instructions or specifications provided by Mews. The Partner has full control and is entirely responsible for uploading the availability of accommodation and other Partner's Services forming part of the Listing, as well as keeping the terms and conditions governing those services up to date. 

4.2  Customer Fees. 

Mews is authorised by the Partner to charge the Customer the Customer Fees. 

4.3  Licence Grant. 

By uploading its Listing to the Mews Platform, the Partner authorises Mews to use any trademarks, service marks, trade names, proprietary logos, domain names, and any other source or business identifiers in connection with the Reselling of the Partner's Services under the Agreement. 

4.4  Warranties. 

The Partner represents and warrants that the Listing or any other content uploaded by the Partner on the Mews Platform: (i) will not breach any agreements made by the Partner with any third party; (ii) will comply with all applicable legislation; and (iii) will not conflict with the rights of any third parties. Mews is entitled, at any time and at its sole discretion, without prior notice, to remove or disable access to any available Listing and any Partner's content uploaded to the Mews Platform if it is deemed objectionable for any reason, particularly if it violates applicable laws and regulations. 

5.1  Payouts. 

The Partner acknowledges and agrees that the Payouts are provided by Stripe on behalf of Mews. As the Payouts are subject to Cross-border Transfers, the Partner acknowledges that there may be additional requirements or fees imposed by the Partner's local receiving bank. The Partner expressly consents to being contacted directly by Stripe or Partner’s receiving bank regarding these requirements and will pay any additional fees that may arise. 

5.2  Payout Delay. 

The Partner acknowledges that there may be a delay or withheld Payout in the event caused by: (a) the unavailability of Stripe or their banking partners, governmental authority, telecommunications provider or other service provider; (b) incorrect information, such as bank account numbers, provided to Mews; (c) Partner's equipment, software or other technology; or (d) an event over which Mews has no reasonable control. Mews may also delay or withhold a Payout if Mews or Stripe reasonably believes that a Dispute is likely to occur in relation to the Transaction. In such cases, the Payout may be held until the Dispute is resolved. 

5.3  Currency Conversion. 

The Partner acknowledges that the Customer Fees will be subject to currency conversion, and it is at the Stripe's sole discretion to determine at the time of the Transaction the conversion rate that will apply. In the event of a Refund, the conversion rate used will be the rate in effect at the time of the Refund. 

5.4  Taxes. 

If Mews is required to withhold any taxes, Mews may deduct those taxes from the amount otherwise owed to the Partner and pay those taxes to the appropriate taxing authority. If the Partner is exempt from paying, or is otherwise eligible to pay a reduced rate on, those taxes, the Partner may provide Mews with an original certificate attesting to its tax-exempt status or reduced rate eligibility, in which case Mews will not deduct the taxes covered by the certificate. The Partner must provide accurate information regarding its tax affairs as Mews reasonably requests. 

Partner verification, know-your-customer requirements, and the prerequisites for using Payment Processing Services are governed by Clauses 6 and 7 of the Merchant Terms and Conditions 

7.1  Liability. 

The Partner shall be responsible and fully liable to Mews for all applicable fees including but not limited to  Merchant Fees  and any and all fees arising from Disputes, claims, and fines associated with Partner's activity in breach of these Reselling Terms.

7.2 Indemnity.

The Partner shall fully indemnify, defend, and hold Mews and its Affiliates harmless from third-party claims arising from: (i) Reselling; (ii) providing Partner's Services to Customers, including all associated payments, expenses, Transactions, Chargeback Fees, Refund Fees, claims, and fines; (iii) the cancellation of Partner's Services ordered through the Mews Platform; and (iv) Partner's gross negligence, wilful misconduct or fraud.

7.3 Unlimited Liability.

Mews’ liability under these Reselling Terms will be as stated in clause 13 of the Master Terms and Conditions. The Partner's liability under these terms shall be unlimited.

8.1 Termination and Suspension by Mews.

In addition to the reasons listed in clause 6 or elsewhere in the Agreement, Mews may suspend Mews Services and retain any Customer Fees, or terminate this Agreement if: (i) Mews determines, in its sole discretion, that the Partner is ineligible for the Mews Services due to a significant fraud risk or any other risk of illegal activity associated with the Partner's use of Mews Services; or (ii) Mews is required to do so by applicable law, Stripe, or any applicable Card Scheme Rules.

9.1 Changes to these Reselling Terms will be made in accordance with the provisions set out in the Master Terms and Conditions.