1.1 - These RMS Terms of Use set forth the legally binding terms and conditions for use of the RMS Services and shall apply to anyone using the RMS Services in any manner.   

1.2 - These RMS Terms of Use are published on the Mews website and form an integral part of the Agreement. 

2.1- In these RMS Terms of Use, unless the context requires otherwise, the capitalised words and expressions shall have the meanings defined in Schedule 1 – Definitions.

2.2- The headings and structure of these RMS Terms of Use, as well as any examples provided under certain clauses, if any, shall not affect their interpretation.

3.1- RMS Services.

Subject to these RMS Terms of Use, Mews shall make the RMS Platform available to the Partner for the Subscription Term and provide the Partner with other RMS Services as specified in the Agreement and subject to Clause 3 hereof within the Territory. Partner shall pay Mews the Fees set forth in the Agreement in accordance with Clause 4 of these RMS Terms of Use.

3.2- Availability.

RMS Services shall be made available by Mews for the Subscription Term subject to any unavailability caused by circumstances beyond Mews’ reasonable control, including any Force Majeure Events, any computer, communications, internet service, or hosting facility failures, delays involving hardware, software, power, or other systems not within Mews’ possession or reasonable control. RMS Services may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades, or relocation.

3.3- RMS Service Level Agreement

The RMS Service Level Agreement, set out in Schedule 2, forms an integral part of these RMS Terms of Use.

3.4- Equipment.

The Partner shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use RMS 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.

3.5- Unauthorized Access.

The Partner is obliged to keep its access credentials for the RMS Services details confidential and secure. Mews shall not be liable for any damage caused by misuse, unauthorised disclosure of access details, or unauthorised access to the RMS Services by Partner or any third party.

3.6- Subcontractors.

Mews may also use subcontractors to provide certain parts of RMS Services. Mews shall be liable for the acts and omissions of its subcontractors to the same extent Mews would be liable if performing the services of each subcontractor directly under the terms of the Agreement except as otherwise set forth in the Agreement.

3.7 - Changes to RMS Services.

Without limiting any other terms herein, as a part of on-going development of RMS Services, Mews reserves the right in its sole discretion to add, change, discontinue or otherwise modify any elements and features to the RMS Services specified in the Agreement, including changes to RMS Platform. If any change materially degrades the provided RMS Services (e.g. if a material feature is removed from the applicable RMS Services), Mews will notify the Partner and Clause 14.7 hereof will apply.

4.1 - Fees.

The Partner shall pay to Mews all Fees specified in the Agreement. Unless otherwise specified in the Agreement, Platform Recurring Fees and One-time Fees must be prepaid in advance prior to the Start Date. Changes to the scope of RMS Services made through the RMS Platform may affect the amount of Platform Recurring Fees payable hereunder. Payment obligations are non-cancellable and non-transferrable and paid Fees are non-refundable. 

4.2 - Payment terms.

All Fees shall be paid as specified in the Agreement. If the Partner has a Sub-Merchant Account, the Partner agrees payment of any Fees will be taken from the Sub-Merchant Account. If the Partner does not have a Sub-Merchant Account, Mews shall issue an invoice, and the Partner shall pay the Fees within the payment terms specified below, calculated from the invoice date. If specifically agreed in the Agreement, Mews shall be authorized to withdraw the respective funds from a payment instrument saved and pre-authorized in RMS Platform. All amounts under the Agreement are payable in currency stipulated in the Agreement. The Partner agrees that Mews may issue invoices electronically or otherwise. If the Platform Recurring Fees are payable on annual billing cycle, such fees, in addition to the One-time Fees payable, will be included in a proforma invoice(s) for prepayment. Platform Recurring Fees and any One-time Fees must be prepaid in advance by Partner prior to the Start Date. Mews will issue log-in details to the production environment of the RMS Platform only upon receipt of the payment of such pro-forma invoice. The Partner agrees that Mews is not obliged to issue log-in details if the applicable pro-forma invoice is not paid. Unless otherwise agreed, all invoices issued on the basis hereof are due within fourteen (14) days of the invoice date. Payments shall be deemed to be made on the day when such payments are credited to the bank account of Mews. Any amounts not paid when due shall accrue default interest at the rate of 0.1% per day. If such amount would exceed maximum default interest possible under applicable law, then the Partner shall be obliged to pay only such maximum default interest. Both Mews and Partner declare that the consideration pursuant hereto is made upon the mutual consent of both Parties.

4.3 -Taxes.

The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). The Partner is responsible for paying all Taxes associated with the Agreement. If Mews has a legal obligation to pay or collect Taxes for which Partner is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Partner unless the Partner provides Mews with a valid tax exemption certificate authorized by the appropriate taxing authority. The Partner is responsible to provide Mews with a valid VAT number and a correct bank account to enable correct billing, Mews is not responsible for any inaccurate details given by Partner nor any repercussions resulting from that. 

4.4 - Changes to Fees.

From time to time, Mews may introduce changes to the applicable Fees stated in the Agreement and notify the Partner. Notified changes to Fees will take effect upon expiration of the notice period of thirty (30) calendar days unless a later effective date is specified. If the Partner does not agree to a material change to Fees, it may provide written notice of termination in accordance with Clause 14.7. Continued use of the RMS Services after the effective date of change(s) constitutes acceptance of the change(s) such that it is legally binding. 

4.5 - True-ups.

Mews reserves the right to monitor Partner’s use of the RMS Services. Any use of the RMS Services by Partner in excess of the quantities as described in the Platform Recurring Fees or as otherwise specified in the Agreement, is subject to billing in arrears and Mews shall have the right to issue a true-up invoice for payment of such additionally incurred Fees. 

4.6 - Free trials.

Mews may, from time to time and at its discretion, offer the Partner a free trial of the RMS Services 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 RMS 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. 

5.1 -  Data Analysis and Sources.

The RMS Services are supplied by proprietary artificial intelligence algorithms that analyse relevant data from the Partner’s Central PMS, online booking site, and any applicable third-party sources. 

5.2- No Guarantee of Revenue Increase.

Mews shall perform the RMS Services with the aim of supporting the Partner in optimizing revenue. Notwithstanding the foregoing, Mews makes no representation, warranty, or guarantee regarding the accuracy of Price Recommendations or that the use of the RMS Services will result in increased revenue or any other specific outcome, nor does it assume responsibility for the accuracy of Price Recommendations or Partner’s financial results in any way. 

5.3- Revenue Insight Terms.

If the Partner uses Revenue Insight, provided by Lighthouse (formerly OTA Insight), the following terms shall apply specifically to that module: https://www.mylighthouse.com/terms-and-conditions 

5.4- Additional Fees for Modules.

Mews is entitled to charge additional fees for its Modules (such as the Group Pricing Module, Forecasting Module, etc.), as they are considered separate products, and the Partner agrees to pay such fees. The Partner may purchase these modules via Mews Marketplace or by other means.  

5.5 - Trial period for Modules.

Some Modules may be offered free of charge for a trial period as specified for the given Module. Within a trial period, the Partner is entitled to cancel its purchase (via the respective features of Mews Platform or any applicable means afforded by the Agreement) of given Module any time via the respective feature of Mews Platform. Upon expiration of the trial period, the Partner is deemed to have accepted all terms and policies (if any) applicable to the Module and is obliged to pay the Fees for Module. 

5.6 - PMS Migration Fee.

In the event of a PMS migration (change of PMS), Mews shall be entitled to charge the Partner a one-time migration fee per Facility, as such migration necessitates a new onboarding process. The Partner shall be responsible for the timely payment of this fee in accordance with Mews’ applicable billing terms. 

6.1 - Price Recommendation Frequency.

The frequency of Price Recommendation delivery depends on the Central PMS the Partner is using. 

6.2 - Price Recommendation Delivery Methods.

Mews shall deliver Price Recommendations generated through the RMS Services based on the Partner’s selected delivery method, which may be either of the following or a combination of both:

1. The Partner receives Price Recommendations only and retains full discretion on whether to implement them. 
2. Automatic price overwriting, where Mews' Price Recommendations automatically update the prices in the system where the Partner manages its pricing. By selecting this method, the Partner grants prior acceptance for Mews to implement Price Recommendations without further approval.
   

6.3 - Availability of Price Recommendations.

Notwithstanding the foregoing, Price Recommendations may not be provided if Mews lacks sufficient data from the Partner’s Central PMS. 

6.4 - Modification of Delivery Method.

The Partner shall specify its chosen delivery method in the Agreement but may modify the selected method at any time by contacting support or adjusting the settings in its Central PMS. The Partner may also opt for a combination of delivery methods. 

6.5 - Activation of RMS Service by the Partner.

The Partner shall activate the RMS Service in its Central PMS in accordance with the given information on the devices that shall be used for the use of the RMS Services. If applicable, the Partner shall instead of activating the RMS Service provide requested information to Mews so that such activating of the RMS Service can be made by Mews. 

6.6 - No Liability for Automatic Price Overwriting Limitations.

The Partner acknowledges that Mews may not be able to automatically overwrite prices in the Central PMS, depending on the specific PMS used by the Partner. Any failure to perform automatic price overwriting shall not constitute a material breach of the Agreement. 

6.7 - Requirement for PMS Access for Login Credentials.

The Partner shall provide Mews with access to its Central PMS, including all necessary information contained therein, as a prerequisite for Mews to issue the required login credentials. 

6.8 - Activation of RMS Service by Mews (If Applicable).

The Partner shall activate the RMS Service in its Central PMS in accordance with the provided instructions and on the designated devices intended for use with the RMS Services. If applicable, instead of activating the RMS Service itself, the Partner shall provide Mews with the necessary information to enable Mews to complete the activation on its behalf. 

6.9 -Service Change Request.

Mews reserves the right to charge €100 for each of the following service change requests – competitor set changes, optimizer weightage changes, price recommendation analysis, rate writing code changes and room code changes.  

7.1 - Purpose.

The Partner or any of its Affiliates (if and to the extent specifically agreed by the Parties in the Agreement) is entitled to use RMS Services only for its internal business processes. The Partner is not entitled to allow any third party to use or access the RMS Services, inter alia, by any technical means or by processing any requests for the third parties or other Facilities. If the Partner violates this clause either by using RMS Services for any third parties, by allowing the use of or access to RMS Services by a third party, or by using RMS Services for any purpose or Facility other than as expressly authorized under the Agreement, this shall be deemed a material breach and Mews shall be entitled to immediately terminate the Agreement and suspend or withdraw any and all of its contractual obligations to the Partner, without notice. Termination under this clause shall be without prejudice to any other rights or remedies available to Mews, including its right to claim damages. 

7.2 - Scope.

The Partner may use the RMS Services only as specified in the Agreement, Documentation, and Acceptable Use Policy.  

7.3 - Partner use.

The Partner is obliged to use the RMS Services in accordance with the Purpose for which the RMS Services are provided and in compliance with these RMS Terms of Use and all applicable laws. The Partner shall not use RMS Services (i) in any way that causes, or is likely to cause, any RMS Service, or any access to it, to be interrupted, damaged, or impaired in any way, or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity. 

7.4 - Conduct.

Partner shall keep the working environment (including but not limited to the functioning of the network) in compliance with the Documentation, and in line with standard business working environment practices for similar systems. Mews shall not be liable for any limited or non-functioning RMS Services arising out of non-compliance with these requirements. Mews shall neither be liable for any damage arising thereof. 

7.5 - Cooperation. 

Partner shall provide all reasonable assistance and cooperation to Mews in order to enable Mews to provide all RMS Services as specified in the Agreement in an efficient and timely manner. All reasonable cooperation shall be provided in scope, resources, and personnel, free of charge and inter alia, by providing technical resources, qualified personnel obliged to provide such cooperation, or by providing specifications and undertaking tests, by taking over the work duly provided by Mews, etc. The Partner acknowledges that any delay on its part in the performance of its obligations may have an impact on Mews’ performance of its activities under the Agreement, and Mews shall not be liable for any delay resulting therefrom. 

7.6 - Changes.

The Partner shall not be entitled to make any changes to the RMS Services or RMS Platform with the exception of standard administration settings in line with the Documentation. 

8.1 - No warranty.

Unless stipulated otherwise in any relevant Agreement, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE RMS PLATFORM, RMS SERVICES, DOCUMENTATION AND ANY MEWS CONTENT ARE PROVIDED “AS IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MEWS EXPLICITLY DISCLAIMS ALL EXPRESS AND IMPLIED, STATUTORY, OR OTHERWISE, CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEWS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE RMS PLATFORM, RMS SERVICES, DOCUMENTATION, OR ANY MEWS’ CONTENT. Mews makes no warranty that the RMS Platform, RMS Services, Documentation, or any Mews content will meet the Partner's requirements or be available on an uninterrupted, secure, virus-free or error-free basis. Mews makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the RMS Platform, any service levels with respect to the RMS Platform, RMS Services, Documentation, or any Mews content. The Partner acknowledges and agrees that if the Partner relies on the RMS Platform, any service levels with respect to the RMS Platform, RMS Services, Documentation, or any Mews content, the Partner does so solely at its own risk. 

9.1 - Information duty.

The Partner shall without any undue delay inform Mews about the occurrence of any event that may affect the due fulfilment of the obligation set out herein and shall undertake its best endeavours to cooperate with Mews to overcome such events. 

9.2 - Force majeure.

Neither Party will be in violation of the Agreement or shall not be liable for failure or delay in performance to the extent caused by Force Majeure Event. 

9.3 - Relief Events.

Where Mews’ provision of any RMS Service, or performance of any obligation set out herein, is prevented as a direct or indirect result of any act or omission by the Partner (“Relief Event”), then Mews shall be granted an extension to all affected deadlines reasonably proportionate to the length of delay caused by the relevant Relief Event. 

9.4 - Liability limitation.

NEITHER MEWS, ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE RMS PLATFORM OR RMS SERVICES , WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, GOODWILL, PRODUCTION, BUSINESS OPPORTUNITIES, OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, OR FROM THE USE OF, OR INABILITY TO USE, THE RMS PLATFORM OR RMS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEWS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. In no event shall Mews be liable to the Partner for more than the amount of any actual direct damages up to the amount corresponding to the Platform Recurring Fees payable by the Partner hereunder for the last calendar month preceding the first incident from which the liability arose. The Parties agree that this clause represents a reasonable allocation of risks. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE PARTNER. HOWEVER, IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

11.1 - Intellectual Property Rights.

Mews and its relevant Affiliates shall own and retain all rights, title, and interest, including all intellectual property rights (such as patents, trademarks, copyrights, trade secrets, and other proprietary rights) in and to (i) the RMS Platform, RMS Services, Documentation, and all improvements, enhancements, or modifications thereto; (ii) any software, applications, inventions, or other technology developed by or on behalf of Mews in connection with the implementation, support, or use of the RMS Services or RMS Platform; (iii) information or insights 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 RMS Services and the RMS 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 RMS Services and the RMS Platform. Any changes, implementations, and/or modifications of RMS Services or the RMS Platform may be performed only by Mews and/or with the previous written consent of Mews under the terms in the granted consent. The Partner acknowledges that certain components of RMS Services may be licensed to Mews or Partner by third parties and remain the property of such third-party licensors or suppliers. Nothing in this Agreement shall be construed to grant the Partner any rights, by license or otherwise, in or to any of the foregoing, except for the limited rights expressly set out herein.  

11.2 - Reports and modifications.

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 RMS 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. 

11.3 - Data Protection.

For the purpose of providing the RMS Services, Mews may process Personal Data. This typically occurs when the Partner uses the Central PMS, which does not automatically exclude Personal Data from other data required to be provided to Mews in order for Mews to effectively deliver the RMS Services. In such instances, Mews, acting as a data processor, will remove and process the Personal Data. Mews also processes the Personal Data of individuals (typically the Partner's personnel) who have an account within the RMS Platform. 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. 

11.4 - Artificial Intelligence Services.

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 RMS Platform, RMS Services , and related systems and technologies (i.e., anonymized aggregate information derived from Partner), and Mews will be free (during and after the Contract Term hereof) to (i) use such information and data to improve and enhance the RMS Platform, RMS Services, other Mews offerings (or offerings of its Affiliates), 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 RMS Platform, RMS Services  and other Mews offerings (or offerings of its Affiliates), (ii) to use such information and data to promote RMS Services  and other Mews offerings (or offerings or its Affiliates), and (iii) make such data available in an aggregated and anonymized from (I.e., via so-called anonymized industry standard trends). 

12.1 - General.

Each Party represents and warrants to the other Party that: (i) it is a legal entity duly incorporated, validly existing, and in good standing (where such concept is applicable) under the laws of the jurisdiction of its incorporation; (ii) it has full corporate power, legal right, authority, and financial capacity to enter into, execute, deliver, and perform its obligations under this Agreement; and (iii) the individual executing this Agreement on its behalf has been duly authorized to do so and notwithstanding any lack of actual authority, that this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms. Each Party expressly waives any defense based on lack of authority where the other Party reasonably relied on the individual’s apparent authority to bind the Party. 

12.2 - Restrictions.

The Partner shall not (and shall not authorise or support any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on the RMS Platform or RMS Services, except to the extent that enforcement of the foregoing restrictions is prohibited by applicable Legislation; (ii) circumvent any user limits or other timing, use, or functionality restrictions built into the RMS Platform or RMS Services ; (iii) remove any proprietary notices, labels, or marks from the RMS Platform or RMS Services ; (iv) frame, embed, or mirror any content forming part of the RMS Platform or RMS Services ; (v) access the RMS Platform or RMS Services  in order to (a) build a competitive product or service, or (b) copy any ideas, modules, functions, or graphics of the RMS Platform or RMS Services ; (vi) register, directly or indirectly trademarks, business names, or other designations of Mews (or related or similar business names or other designations); (vii) use Mews’ intellectual property rights (or any related or similar logos and/or trademarks of Mews) for its benefit, e.g., by combination of Mews logos and/or trademarks with its own business name and/or company name or its own products or services; (viii) use the RMS Platform or RMS Services  in a way that is prohibited by the Acceptable Use Policy. 

13.1 - Addresses of the Partner.

Any and all communication addressed to the Partner (including any notice having a legal effect and all invoices) may be sent by electronic means (i) to the email address specified by the Partner in the Agreement or any other email address provided by the Partner or (ii) through RMS Services used by the Partner. 

13.2 - Partner References.

Mews shall be entitled to publicly refer to the Partner as a user of RMS Services  and use Partner's trademark and logo for this purpose. 

14.1 - Subscription Term.

Mews shall provide the RMS Services for the Subscription Term as set forth in the Agreement. Unless terminated in accordance with the Agreement, the Initial Subscription Term shall automatically renew for a Renewal Subscription Term each year. 

14.2 - Notwithstanding the foregoing, Mews will provide notice of renewal to Partner at least 45 days prior to the End Date, and in the event Partner wishes not to renew the RMS Services  for a Renewal Subscription Term, Partner must inform Mews of its intent not to renew by providing written notice to support@mews.com at least 30 days prior to the End Date of the current Subscription Term. For the avoidance of doubt, written notice of intent not to renew will not terminate the current Subscription. 

14.3 - RMS Term Alignment for Partners Already Using the Mews Platform (Mews PMS).

Regardless of any other terms in these RMS Terms of Use, the Parties agree that if a Partner has already purchased the Mews Platform (Mews PMS) from Mews and later purchases the RMS Services from Mews, the contract duration for the RMS Services will match the contract duration for the Mews Platform (Mews PMS).  

1.  If the Partner has subscribed to the Mews Platform (Mews PMS) with automatic renewal, the RMS Services will be provided for the remainder of the then-current Mews Platform (Mews PMS) subscription term. After that, the RMS Services will automatically renew at the same time as the Mews Platform (Mews PMS), unless the Parties agree otherwise in writing.
2. If the Partner has purchased the Mews Platform (Mews PMS) for an indefinite period and can terminate the contract with notice, the RMS Services will follow the same arrangement. The RMS Services will not have a fixed subscription term and can be terminated by either Party with the same notice period as the Mews Platform (Mews PMS), unless the Parties agree otherwise in writing. 

14.4 - Suspension.

Mews may suspend provision of RMS Services  to the Partner in the event of (i) the Partner’s delay with the payment of Fees for more than ten (10) days, or (ii) material breach of the Agreement by the Partner. Any other rights of Mews arising out of the Partner’s breach remain unaffected.  

14.5 - Termination.

The Agreement may, in addition to the reasons stipulated in this Section 14, be terminated as follows: (i) if either Party breaches any material term or condition of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (ii) a Party may terminate this Agreement with immediate effect, without prejudice to any rights or remedies available to, or obligations or liabilities of, the Parties at the date of termination, if: (a) the other Party shall pass a resolution for winding up or a court shall make an order to that effect; (b) the other Party shall cease to carry on its business or substantially the whole of its business; or (c) the other Party is declared bankrupt, has been granted suspension of payments or has entered into voluntary liquidation, insolvent, or makes or proposes to make any arrangement or composition with its creditors. The Partner shall provide a prior notice for discontinuing any integration connectivity and the reduction of associated fees. If the Partner breaches the Acceptable Use Policy, Mews may terminate the Agreement with immediate effect; Mews shall notify the Partner of the breach of the Acceptable Use Policy prior to termination provided such notification is reasonable considering the nature of the Partner’s breach and potential damages that may be caused by such breach. Upon expiration or termination of the Agreement, the Partner shall cease all use of the RMS Services.  

14.6 - Changes to the RMS Terms of Use.

These RMS Terms of Use may be changed from time to time by Mews. If Mews makes a change to these RMS Terms of Use, Mews will inform the Partner at least thirty (30) calendar days before the changes take effect, unless change to the RMS Terms of Use is required by applicable law, in which case shorter notice may apply. Partner's continued use of the Services after the effective date of any update or modification constitutes acceptance of the updated RMS Terms of Use. Partner further agrees that updates or modifications do not require additional signatures or express acceptance beyond continued use of the RMS Services after such effective date.  

14.7 - Objection against Changes and Termination in case of Changes.

If the changes made in accordance with Clause 14.6 hereof result in a material degradation of RMS Services in accordance with Clause 3.7 hereof or material change to Fees for existing RMS Services (“Changes”) and Partner does not agree, the Partner may terminate the Agreement by giving Mews written notice within 30 days from the date Partner received notice of Changes. Upon Mews’ receipt of Partner’s written notice to terminate on these grounds, the Agreement will terminate as of the date the respective Changes take effect. If Partner does not give timely notice of termination, the Partner is no longer entitled to terminate the Agreement for reasons listed in this Clause 14.7 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 Partner’s right to terminate in accordance with this section. 

15.1 - Applicable law.

The Agreement shall be governed by and construed in accordance with the laws stipulated in the Agreement excluding the United Nations Convention on Contracts for the International Sale of Goods and conflicts of law rules. 

15.2 - Jurisdiction.

Any dispute arising from or in connection with the Agreement, including a dispute regarding the existence, validity, or termination of the Agreement, or the consequences of its nullity, shall be finally decided by competent courts of a country stipulated in the Agreement. The Parties waive any right to trial by jury. 

16.1 - Severability.

If any provision in this Agreement is shown to be (or later becomes) illegal, unenforceable, invalid, inefficient, or inapplicable, it will not affect other provisions hereof that will remain valid and effective. 

16.2 - Set-off.

The Partner is not authorised to offset any of its claims against any of Mews’ claims, nor is it authorised to retain payments, in any manner, intended for Mews regardless of the nature and/or purpose of such payments. Mews is authorised to offset its claims against the claims of the Partner. 

16.3 - Assignment.

The Partner hereby grants its consent to the assignment of the rights and the assumption of the obligations of Mews that arise hereunder to any Mews Affiliate or any third party. For avoidance of any doubt, the Partner may assign the Agreement or any of its rights, interests, or obligations under the Agreement to any third party exclusively with the prior written approval of Mews. 

16.4 - Waiver.

Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. 

16.5 - No third-party Beneficiaries.

The provisions of the Agreement will be binding upon and inure to the sole benefit of the Parties, their respective successors and permitted assigns, and it will not be construed as conferring any rights to any third party. 

16.6 - Survival.

The Parties agree the provisions set forth in the Clauses 4.2 (Payment terms), 4.3 (Taxes), 4.5 (True-ups), 8.1 (No warranty), 9.4 (Liability Limitation), 10 (Confidentiality), 11.1 (Intellectual Property Rights), 11.4 (Artificial Intelligence Services), 15.1 (Applicable Law), 15.2 (Jurisdiction), 16.2 (Set-off) shall survive termination of this Agreement.. 

16.7 - Entire Agreement.

The Agreement, including these RMS Terms of Use and other applicable terms to the relation of Parties as mentioned herein constitutes the entire agreement between Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the Parties. 

“Acceptable Use Policy” means a set of guidelines regarding the use of RMS Services. Available at https://www.mews.com/en/terms-conditions/acceptable-use-policy; Acceptable Use Policy is incorporated by reference into the RMS Terms of Use and shall form an integral part of the RMS Terms of Use.  For the purposes of the Acceptable Use Policy with respect to the RMS, any reference to "Mews Services" shall be understood as referring to "RMS Services", and any reference to "Mews’ General Terms and Conditions" shall be understood as referring to the "RMS Terms of Use" 

“Affiliate(s)” means with respect to an entity, the “Affiliate” is any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control by the initial entity. An entity controls another entity if such entity, directly or indirectly, either owns (i) 20% or more of the shares having ordinary voting rights for the election of directors of such entity; or (ii) the power to direct or cause the direction of management or policies of the other entity, whether through the ownership of voting securities, by contract, or otherwise. 

“Agreement” means any agreement, regardless of its title, between Mews and the Partner concerning the provision of RMS Services, including all its schedules, appendices, and documents incorporated by reference; this includes, but is not limited to, the Order Form; by concluding the Agreement Mews and Partner agree to be bound by all Terms & Policies applicable to the RMS Services, and these RMS Terms of Use. Partner may be bound by applicable Terms & Policies by various acceptable means offered by Mews, which may include signing an agreement, accepting them electronically or via clickwrap, continuing to use RMS Services after being notified of or given access to the applicable Terms & Policies, or otherwise accepting through conduct such as usage. 

“Changes” means material changes as specified in the RMS Terms of Use that Partner may object to in accordance with Clause 14.7.  

“Central PMS” shall mean the central system where Partner stores all its historical and future booking information, pricing, cancellation, and rate codes. 

“Confidential Information” means technical and non-technical information including patents, copyright, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software, source documents, and information about current, future and proposed products and services, research, experimental work, development, design details and specifications, engineering, and any other information marked “confidential” or “proprietary” or which the recipient knows or has reason to know that the information shall be deemed confidential; for the avoidance of doubt, this term does not include any information that the receiving party may demonstrate by its written records: (i) was known to it prior to its disclosure by the disclosing party; (ii) is or has come into the public domain through no violation of confidentiality obligations; (ii) has been rightfully received from a third party authorised to make such disclosure; (iv) has been independently developed by the receiving party; (v) has been approved for release with the written authorisation of the disclosing party; or (vi) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt notice to enable the other party to seek a protective order or otherwise prevent such disclosure. 

“Documentation” means user manuals, guides, technical documentation, technical requirements, and FAQs designed for some or all RMS Services that may be made available to the Partner by Mews. 

“End Date” means (a) for the Initial Subscription Term, the end date as identified in the Order Form; and (b) for a Renewal Subscription Term, the date that is twelve (12) months (365 days) from the Start Date of the Renewal Subscription Term, unless otherwise specified in the Agreement. 

“Facility(-ies)” means hotel, hostel or any other facility operated by the Partner as specified in the Agreement. 

“Fees” means Platform Recurring Fees, One-time Fees, and any other fees payable by the Partner for RMS Services or any other services specified in the Agreement. 

"Force Majeure Event" means event beyond control of either Party, including, without limitation to, failure of power grid, failure of the Internet, natural disaster, weather event, war, riot, insurrection, epidemic, strikes, floods, acts of terror, a third party breach, failures, downtime, or delays by an internet service provider or Hosting Provider, or labour action, terrorism, denial of service attacks or other events beyond such Party’s reasonable control. 

“Initial Subscription Term” means the first Subscription Term for which the Partner subscribes to the RMS Services, as specified in the Order Form, beginning on the Start Date and continuing until the End Date identified in the Order Form.  

“Legislation” means all generally binding legal regulations of the country of registration of Mews and of the European Union, provided that such regulation directly and/or indirectly applies to the Parties’ legal relationships or RMS Services. 

“Mews” means Mews’ Affiliate, specified as the contracting party in the Agreement. 

“Module” means a separate product which Mews is entitled to charge extra for. 

“One-Time Fees” means charges that are one-off and not reoccurring in nature.  

“Order Form” means a quote, or other written or online ordering document, issued by Mews, which has been agreed to by Partner by means of signature (including electronic signature), or, if applicable, online acceptance.  

“Party” or “Parties” refers to both Mews and the Partner, individually, or Mews and the Partner jointly. 

“Partner” means accommodation or other services provider or any other entity using the RMS Platform, based on the Agreement with Mews or use of RMS Services provided by Mews. 

“Platform Recurring Fees” means any fees agreed upon for the use of the RMS Platform, as specified in the Agreement. 

“Price Recommendations” shall mean the dynamic pricing suggestions generated by the RMS Platform. 

“Renewal Subscription Term” means any subsequent Subscription Term that follows the End Date of a preceding Subscription Term, with the Start Date of the renewal commencing on the date immediately following the End Date of the prior Subscription Term and the duration running for a subsequent twelve (12) month period.  

“RMS Platform” means software solution and related tools, which analyse and optimize the Partner’s room revenues by automatically recommending price adjustments at every given moment and every room type through machine learning algorithms. 

“RMS Services” mean the services provided by Mews to the Partner related to the RMS (Revenue Management System), including but not limited to access to and use of the RMS Platform, as well as any other services specified in the Agreement.  

“Start Date” means (a) for the Initial Subscription Term, the date on which the Initial Subscription Term begins, as identified in the Order Form or the date on which login credentials for the RMS Platform are issued, whichever occurs first; and (b) for a Renewal Subscription Term, the date immediately following the End Date of the previous Subscription Term. 

“Sub-Merchant Account” means Sub-Merchant Account as defined in the Merchant Terms. 

“Subscription Term” means the period during which the Partner is entitled to access and use the RMS Platform, the duration of which is determined by the Start Date and End Date. The Subscription Term renews automatically for the same duration of time unless terminated in accordance with the Agreement.  

“Contract Term" or “Term” means the term of the Agreement, as specified in clause 14.1. of the RMS Terms of Use. 

“Terms & Policies” means the agreements, terms, policies, guidelines, and other legal documents governing the use of RMS Services , as published and updated from time to time on the Mews Legal Hub [https://www.mews.com/en/legal]. The specific Terms & Policies incorporated into the Agreement and applicable to Partner shall be determined based on the RMS Services  that Partner has subscribed to or uses, and the Partner’s applicable region where the distinction is relevant. For the avoidance of doubt, only those Terms & Policies that apply to Partner based on the contracted RMS Services used, and those relevant to Partner’s region where any distinction exists, shall be legally binding.  

“Territory” means the territory defined in the Agreement. 

“Total Revenue” shall mean the total room revenue of all of the Partner’s hotel rooms that are subject to the RMS Services minus any VAT and City Taxes. 

RMS Platform 

SLAs can be complicated technical documents full of terminology that is difficult to decipher. We would like to take a moment to explain, in plain language, what the details are. 

1. The RMS Service Level Agreement (RMA SLA) for all Partners using the RMS Platform guarantees 99.99% monthly uptime. 

1. We have designed our SLA to be transparent, based directly on the information publicly available at https://status.mews.com/. 

1. Scheduled downtimes are rare, and we will avoid them whenever possible. 

1. If, despite our efforts, the 99.99% monthly uptime is not met, we will offer financial credits as described below. 

Scope 

This SLA covers the RMS Platform only. It does not cover external integrations with the Mews Platform (Mews PMS), competitor rate providers, or other third-party providers. 

Uptime 
Monthly uptime is the percentage of total possible minutes that the RMS Platform was available to you. Here is how we calculate it: 

Monthly uptime = 1 - (monthly downtime minutes / total possible monthly minutes) 

Downtime 

Downtime is based on two factors: the number of minutes the RMS Platform was unavailable and the percentage of Partners that were affected. If the RMS Platform is down, we use server monitoring software to measure server-side error rates, ping test results, and other performance and availability metrics. At the end of each month, we sum up downtime periods to calculate the overall monthly downtime period. 

Please note that downtime does not affect everyone at the same time or in the same way—Mews could be experiencing an outage, but your property may remain unaffected, and vice versa. 

Some scenarios do not count towards downtime. Here are some examples: 

1. Slowness with certain features (e.g., reports, search, delays in background operations and jobs). 

1. Issues affecting only your enterprise that are related to external apps or third parties. 

1. Communication issues caused by third-party systems (e.g., PMS downtimes). 

1. External network problems outside of our control (e.g., misconfiguration on the ISP side). 

1. Scheduled downtimes. 

1. Issues resulting from your breach of the Agreement under which we provide you with our RMS Services or from your failure to follow our instructions or documentation. 

1. Issues caused by any actions or inactions by you or a third party. 

1. Issues arising from our suspension or termination of your right to use RMS Services in accordance with the Agreement. 

1. Other issues caused by factors outside of our reasonable control. 

Scheduled Downtime 

If scheduled downtime is necessary, we will provide at least 48 hours' advance notice. However, we have never had to schedule downtime during the lifetime of the RMS Platform, and we intend to keep it that way. We continuously strive to maintain the system without impacting its uptime and have already committed to this by implementing zero-downtime updates. 

Financial Credits for Uptime 

If Mews fails to meet the 99.99% monthly uptime, we will offer financial credits. These credits are calculated as a percentage of your Monthly Fee for the RMS Platform (excluding installation fees, training fees, travel and other costs, and any applicable one-off fees). The credited amount will be applied to your future invoice. 

Calculation of Financial Credits: 

Financial credits = (99.99 – actual monthly uptime) × 5% of Monthly Fee 

This formula represents the difference between the guaranteed uptime (99.99%) and the actual monthly uptime, multiplied by 5% of the Monthly Fee. 

Example: 
If the actual monthly uptime is 99.5%, the financial credit calculation would be: 

(99.99 - 99.5) × 5% of Monthly Fee = 2.45% of your Monthly Fee. 

The maximum amount of credits that Mews may award shall not exceed 100% of the Monthly Fee payable to Mews. 

As downtime does not affect all users equally, financial credits are provided only upon request. We trust that you will request credits only if you believe you are entitled to them. To claim financial credits, please contact your account manager via email by the 15th of the month following the month in which uptime fell below 99.99%. 

The financial credits described in this section are your sole and exclusive remedy, and Mews’s sole and exclusive liability, for any failure to meet its obligations under this RMS Service Level Agreement. 

Helpdesk 

Mews operates the Helpdesk for RMS services from Monday to Friday, between 9:00 AM and 5:00 PM CET/CEST (“Business Hours”).  

You can contact our Helpdesk by submitting a ticket via email to support.rms@mews.com. 

If you contact us via Helpdesk, we guarantee to respond to your request and resolve the reported incident within the time scale in the table below. There are different response and resolution times depending on the seriousness of the reported incident. While we aim to assist you in your preferred language where possible, we only guarantee support in English. 

There is no phone support available for RMS services. 

Types of Requests 

At Mews, we distinguish between three types of incidents/requests (Critical, High Priority, and General), each with different guaranteed response and resolution times. 

• Critical Requests: Support requests concerning errors that render the entire RMS Platform completely unavailable, resulting in automated rate updates not being pushed to distribution channels. 

• High Priority Requests: Support requests related to: 

• A failure of one or more core system functions that does not cause complete system unavailability. 

• Core system functions and features are available and operational, but performance is significantly impaired (e.g., slow system performance or major disruptions to essential components). 

• General Requests: Support requests related to: 

• Errors that do not prevent system operation but impair non-production functions. 

• Procedural issues encountered while using the system. 

• Other minor errors. 

Response and Resolution Time  

If you contact our Helpdesk, Mews will acknowledge receipt of your request within the specified response time and will resolve the reported incident within the designated resolution time. This may involve solving the root cause of the incident, implementing a workaround, or applying another method to resolve the request/incident. 

The nature of incidents can vary, making it difficult to determine a fixed resolution time in general. However, resolving the most severe incidents as quickly as possible is our priority. Therefore, we have decided that critical requests will be resolved within 6 Business Hours.  

This SLA does not define a specific resolution time for high-priority requests. However, we guarantee that upon receiving a high-priority request during Business Hours, Mews will immediately begin working on a resolution plan, which will be shared with you. This plan will outline the estimated resolution time and the steps we will take to resolve the incident. 

*Response and resolution times apply exclusively during Business Hours (9 AM to 5 PM CEST/CET), Monday to Friday. It means that for any requests submitted outside Business Hours, the response and resolution times will start at 9:00 AM CEST/CET on the next business day. 

Legal provisions 

If we use the term “you” within this RMS SLA, we refer to the “Partner” as defined in the Agreement. The term “we” refers to “Mews” as defined in the Agreement. Other capitalised words shall have the meaning ascribed to such words in the RMS Terms of Use.  

Mews enters with the Partners into the Agreement. This SLA applies only to Partners who’ve concluded the Agreement.  

From a legal point of view, it is important to determine what document prevails in the event is conflicting terms in different documents, and therefore: 

• In the event of conflicting provisions between this RMS SLA and the Agreement, the Agreement always prevails. 

• In the event of conflicting provisions between this RMS SLA and the RMS Terms of Use, this RMS SLA always prevails. 

Mews reserves the right to change this RMS SLA from time to time. Any such change will be notified via our website or your account at least 30 days before the effectiveness of such change.