1. Initial Provisions

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

2. Definitions

2.1 Definitions. Capitalized words not defined in these Product Specific Terms have the meaning to such words in the Master Terms and Conditions. In the event of any conflict between the definitions of terms in the Master Terms and Conditions and these Product Specific Terms, the definitions provided in these Product Specific Terms will take precedence.

 

  1. "Card Fee” means the fee for the use of payment card networks;
  2. “Cross-border Transfer” means Payment Service Provider services that facilitate the cross-border transfer of funds;
  3. “Customer” means a person purchasing Partner’s Services from the Listing;
  4. “Customer Fee” means the fee listed on the Mews Platform as the amount payable by the Customer for the Partner's Services;
  5. "Chargeback" means a Transaction that is successfully charged back at the request of the Customer or the issuing bank, pursuant to the relevant Scheme Rules, resulting in a partial or full reversal of the Transaction;
  6. "Chargeback Fee" means the fee in respect of a Chargeback;
  7. “Dispute” means an instruction initiated by a Customer to reverse or invalidate a processed Transaction;
  8. "Effective Date" means the date on which these Product Specific Terms comes into force and effect;
  9. “Listing” means the Partner’s Services offered to Customers through the Mews Platform;
  10. "Merchant Fees" means Card Fees, Card Protection & Tokenisation Fee, Chargeback Fee, Payment Request Fee (if applicable), Refund Fee, Cross-border Fee and other fees as specified in the Agreement or later communicated by Mews to Partner. All Merchant Fees are paid by the Partner to Mews.
  11. "Payment Processing Services" means payment processing services provided by the Payment Services Provider;
  12. "Payment Request Fee" means the fee charged for every payment request processed through a Payment Terminal;
  13. "Payment Services Provider" means Stripe Inc., a Delaware corporation and/ or Stripe Payments Company or other Stripe’s Affiliate as the case may be;
  14. “Payout” means the final amount of funds transferred by Mews to the Partner. It is calculated as the Customer Fees received by Mews minus Merchant Fees and other Fees or amounts payable by the Partner to Mews and other fees payable to the Payment Service Provider or Partner’s receiving bank as the case may be.
  15. “Product Specific Terms” means these Product Specific Terms applicable to Reselling;
  16. "Publication Date" means the date on which the Product Specific Terms is published on the Mews website;
  17. "Refund" means a partial or full credit of a particular Transaction whereby the funds are reimbursed to the Customer on the initiative or request of Partner;
  18. "Refund Fee" means fees in respect of a Refund;
  19. "Reselling“ means the arrangement in which Mews assumes the role of a reseller of certain Partner’s Services through the Mews Platform.
  20. "Scheme Owners" mean parties that regulate a specific payment method, such as VISA, MasterCard, Discover, or comparable bodies;
  21. "Scheme Rules" mean guidelines, bylaws, rules, regulations, procedures, and/or waivers issued by the Scheme Owners and other financial institutions that operate payment methods and networks supported by the Payment Services Provider (this includes the payment card network operating rules for Visa, MasterCard, or the American Express networks, Bacs, CHAPs, and SEPA operating rules);
  22. “Taxes” mean all taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction;
  23. "Transaction" means a payment method transaction request initiated through the Mews Platform to transfer funds to or from an associated account of a payer.

3. Reselling

3.1 Subject. Subject to the terms and conditions specified in these Product Specific Terms, the Partner will provide Mews with the Listing during the term of the Agreement for Reselling the Partner's Services to the Customers, and Mews will issue corresponding Payouts to the Partner. Mews does not directly provide any of the Partner’s Services to the Customer. Reselling is considered a Mews Service under the Master Terms and Conditions and Master Terms and Conditions will apply to the Reselling.

3.2 Reselling 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. Partner is solely responsible for providing Partner’s Services to Customer.

4. Listings

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 being part of the Listing, as well as keeping the terms and conditions governing the Partner’s Services made available through Listing up to date.

4.2 Customer Fees. Mews is authorized by the Partner to charge the Customer the Customer Fees.

4.3 License Grant. By uploading its Listing to the Mews Platform, the Partner authorizes 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. Payouts

5.1 Payouts. Mews is responsible for disbursing Payouts to the Partner. The Partner acknowledges and agrees that the Payouts are provided by the Payment Service Provider on behalf of Mews. As the Payouts are subject to Cross-border Transfers, the Partner acknowledges that there might be additional requirements or fees imposed by the Partner’s local receiving bank. Therefore, the Partner expressly consents to being contacted directly by the Payment Service Provider or their receiving bank regarding these requirements and to pay any additional fees they may require.

5.2 Set off. The Partner hereby authorizes Mews to offset all Merchant Fees, Fees, and other sums payable by the Partner against Payouts. If the Payouts do not fully cover the amounts owed to Mews, the Partner is obligated to immediately pay Mews a sum equal to the remaining balance.

5.3 Payout Delay. The Partner acknowledges that Mews may delay or withhold paying out a Payout in the event caused by (a) the unavailability of a Payment Service Provider or their financial partner, 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; (d) an event over which Mews has no reasonable control. Additionally, Mews may delay or withhold a Payout if Mews or the Payment Service Provider 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.

5.4 Currency Conversion. The Partner acknowledges that the Customer Fees will be subject to currency conversion, and it is at the Payment Service Provider's sole discretion to identify at the time of the Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.

5.5 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 to Mews an original certificate that satisfies applicable legal requirements 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.

5.6 Deposit. Mews may request that the Partner provide a deposit or reserve to mitigate the risk of loss to Mews associated with the Reselling model. The Partner acknowledges that Mews is authorized to fund the reserve or deposit from the Customer Fees or by directly requesting funds from the Partner. The Partner agrees to promptly provide the required funds upon Mews' request. Mews may retain the deposit or reserve during the Term and for a period of one (1) year after its termination.

6. Know your customer (KYC) verification

6.1 Partner´s obligation to undergo KYC verification. The Partner must undergo (Know Your Customer) verification to enable Mews to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services, and other applicable laws and regulations. The Partner acknowledges and agrees that the Payment Service Provider may also conduct KYC verification of the Partner and directly request information or documents from the Partner for KYC verification purposes.

6.2 KYC verification process. Upon Mews's or Payment Service Provider’s request, the Partner will, at any time and without undue delay, complete the KYC verification form, provide Mews or Payment Service Provider with the requested information related to its operations, shareholders, ultimate beneficial owners, and other relevant details, and submit any required supporting documentation. The Partner is obligated to provide comprehensive, accurate, and up-to-date information.

6.3 Additional examination. The Partner agrees that Mews or the Payment Services Provider may conduct additional examinations of the Partner's identity, creditworthiness, and background by contacting and consulting relevant registries and governmental authorities.

6.4 KYC Verification Results. After the submission of all required information and documents, Mews and/or the Payment Services Provider will verify the Partner. Following Partner verification, Mews has the sole discretion to accept or refuse to provide Mews Services to the Partner.

6.5 Changes to information. The Partner agrees to provide Mews with advance notice of any changes to the information provided during the KYC verification process.

6.6 Authorized disclosure. Mews retains the right to share the information and documents collected during the KYC verification process about the Partner with the Payment Service Provider, the Payment Service Provider's Affiliates and Mews' Affiliates.

6.7 Suspension and Termination. The Partner acknowledges and agrees that Mews may: (a) suspend the provision of Mews Services to the Partner with immediate effect, and/or (b) terminate the Agreement with immediate effect if any of the following conditions occur: (i) the Partner does not complete the KYC verification form or provide Mews with the requested information or documents without undue delay after a request, (ii) the KYC verification process cannot be completed in a timely and proper manner for any reason, (iii) the Partner fails to provide advanced notice of changes to the KYC information as outlined in Clause 6.5, (iv) the Partner does not meet current or future KYC verification requirements, or (v) Mews refuse, at their sole discretion, to provide Reselling to the Partner as a result of KYC verification.

7. Liability and Indemnity

7.1 Liability. Partner shall be responsible and fully liable to Mews for Chargebacks, Chargeback Fees, Refunds, Refund Fees, and fees arising from Disputes, claims, and fines associated with Partner’s activity in breach of these Product Specific 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, Chargebacks, Chargeback Fees, Refunds, Refund Fees, claims, 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 Partner's liability as per clause 7 shall be unlimited.

8. TERMINATION AND SUSPENSION

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) any applicable law, Payment Service Provider, or Scheme Rules require Mews to do so.

9. CHANGES TO THESE PRODUCT SPECIFIC TERMS

9.1 Changes to the Product Specific Terms. Mews may, at its sole discretion and at any time, make any changes to these Product Specific Terms. Mews agrees to notify the Partner of respective changes in advance of the changes taking effect by placing a new updated version of the Product Specific Terms on the Mews website. 9.2 Termination right. If the Partner disagrees with the changes made by Mews to these Product Specific Terms, the Partner is entitled to terminate the Agreement (and cease the use of Mews Platform and Reselling) any time within 30 days from placing a new version on the Mews website.