1. Initial Provisions
1.1 These Service Partner Terms shall apply to and form an integral part of the Agreement between MEWS and the Service Provider for the provision of the Service as specified in the Agreement.
1.2 This version of the Service Partner Terms is valid and effective from the effective date as stated above.
1.3 In these Service Partner Terms, unless the context requires otherwise, the words and expressions set out herein shall have the meaning ascribed to them herein:
1.3.1 "Affiliate" means any entity controlling, controlled by, or under common control of a Party where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.
1.3.2 "Agreement" means any agreement concluded between MEWS and the Service Provider, which outlines the terms under which the Service Provider will provide Services to MEWS’ Customers; by concluding the Agreement MEWS and Service Provider agree to be bound by these Service Partner Terms and Data Processing Agreement, which are hereby incorporated by reference.
1.3.3 “Customers” refers to the customers of MEWS who have entered into an agreement with MEWS to utilize MEWS’ Products.
1.3.4 "MEWS" means Mews’ Affiliate, specified as the contracting party in the Agreement.
1.3.5 “Service Provider” means a company that provides Services to Customers, specified as the contracting party in the Agreement.
1.3.6 "Party" or "Parties" refers to both MEWS and the Service Provider, individually, or MEWS and the Service Provider jointly.
1.3.7 “Products” means cloud-based solutions for the operation of hotels and other specialized SaaS (software as a service) services related to property management provided by MEWS, as well as other associated products and services facilitated by MEWS.
1.3.8 “Purchase Order” means any relevant order of the Services issued by MEWS to the Service Provider under the Agreement which includes a description of the Services, the fees payable, and any additional terms applying to the Services. Each Purchase Order form will be governed by these Service Partner Terms and the Agreement.
1.3.9 “Services” refer to professional consultation, promotional activities, and deployment services provided by the Service Provider under the Agreement. These services may include training, support, installation, configuration, customization, and integration of specialized software products.
2. Agreement
2.1 Subject to terms and conditions stipulated in these Service Partner Terms, the Service Provider shall be obliged to provide Services as specified by the Parties in the Agreement and relevant Purchase Orders, during the term of the Agreement. When MEWS wishes to purchase Services, MEWS and Service Provider will execute an Agreement and MEWS will subsequently issue a Purchase Order. Both Parties acknowledge that the provision of Services is contingent upon the issuance and acceptance of the Purchase Order, which serves as a prerequisite for the provision of Services under the Agreement. These Service Partner Terms, the terms of the Agreement and the terms of the Data Processing Agreement shall apply to all Purchase Orders issued by MEWS during the term of the Agreement even if they do not specifically reference these Service Partner Terms, the Agreement, and the Data Processing Agreement. In the event of a conflict between these Service Partner Terms, Data Processing Agreement, Agreement, and any Purchase Order, the order of precedence shall be as follows: (a) Purchase Order, (b) the Agreement (c) Data Processing Agreement and (d) these Service Partner Terms.
2.2 The Parties agree that the Service Provider shall act as a subcontractor of MEWS and any of its Affiliates and shall not enter into a direct contractual relationship with the Customers in connection with the provision of the Services to Customers.
3. Purchase Order
3.1 Services shall be provided to Customers based on the Purchase Order issued by MEWS (email suffices). The Purchase Order constitutes an offer by MEWS to purchase the Services from the Service Provider in accordance with the terms and conditions set herein and in the Agreement.
3.2 The Purchase Order shall be deemed to be accepted when the Service Provider issues a written acceptance of the Purchase Order (email suffices), or when the Service Provider or its personnel perform any act consistent with carrying out the Services as described in the Purchase Order, whichever occurs earlier.
4. Contractual Relationship
4.1 The Service Provider shall not be entitled to conclude any contracts with the Customers on behalf of MEWS. MEWS will conclude contracts for the purchase of the Products and Services with Customers directly on its own behalf. The Service Provider shall not make any representations or warranties on behalf of MEWS or in any way bind or attempt to bind MEWS contractually or otherwise with any of the Customers. The Parties hereby acknowledge that the Parties are and shall remain, during the entire term of the Agreement, independent commercial partners and that the Agreement cannot confer on one or the other of the Parties the capacity of an agent or representative of the other Party, each Party bearing the risks of its own operations itself. Nothing in the Agreement is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise.
5. Compliance
5.1 The Service Provider must ensure all its personnel performing Services on the Customer's premises will comply, with all applicable laws, regulations, and standards related to the provision of the Services under the Agreement, including but not limited to labor laws, health and safety regulations, environmental laws, industry standards, and security policies implemented by MEWS or Customers. The Service Provider itself shall also comply with these requirements. Both Parties shall comply with all applicable privacy laws, regulations, and requirements, in relation to the processing of personal data and shall implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data, as required by applicable privacy laws.
5.2 The Service Provider hereby represents and warrants that it will not promote, sell, or license or will not attempt to promote, sell or license any products in any territory that is subject to sanctions or economic embargoes imposed by any relevant authority. The Service Provider further agrees that it will not engage in any activities that may cause MEWS to violate applicable anti-corruption, anti-money laundering, or economic sanctions laws. If the Service Provider becomes aware of any violation of applicable laws, regulations, and policies relating to sanctions, anti-corruption, anti-money laundering and economic sanctions, it shall immediately notify MEWS and take all necessary steps to remedy such violation. Any breach of this clause by the Service Provider shall be deemed a material breach of the Agreement, and MEWS shall have the right to terminate the Agreement with immediate effect and pursue any legal remedies available to it.
6. Data Processing Agreement
6.1 The Service Provider hereby agrees to and shall comply with the Data Processing Agreement available at https://www.mews.com/en/terms-conditions/service-partner-dpa (“DPA”), the terms of which are incorporated herein by reference and form an integral part of the Agreement.
7. Professional Conduct
7.1 The Service Provider shall perform Services pursuant to the Agreement, only if it exercises its mandate duly, in a timely manner and in line with the Agreement and instructions communicated by MEWS. If due and/or timely performance of Service Provider’s obligations pursuant to the Agreement is prevented due to applicable legislation and/or such action could constitute a liability of MEWS, the Service Provider is obliged to notify MEWS thereof without any undue delay and propose a solution to harmonize the Agreement with the applicable legislation.
7.2 The Service Provider is obliged, during the entire term, to act with the maximum possible professional care and in line with the Agreement, as well as in accordance with the applicable legislation in order to guarantee, under all circumstances, the purpose of the Agreement and to not threaten and/or damage commercial interests or the reputation of MEWS and/or its activities or services or in any way threaten and/or damage the relationship between MEWS and Customer.
8. Insurance
8.1 The Service Provider shall maintain appropriate insurance coverage for the term of the Agreement, including but not limited to commercial general liability insurance, workers' compensation insurance, and professional liability insurance. The Service Provider shall provide certificates of insurance to MEWS upon request. The Service Provider shall ensure that its personnel performing the Services are covered by such insurance policies. The Service Provider shall indemnify and hold harmless MEWS from any claims, damages, or losses arising from the Service Provider's or its personnel's actions or omissions in connection with the provision of the Services.
9. Cooperation and Certification
9.1 The Service Provider shall closely cooperate with MEWS and stay continuously updated on any changes, releases, updates, and upgrades from MEWS that may impact the Service Provider's performance under this Agreement.
9.2 The Service Provider acknowledges and understands that it is mandatory for the Service Provider to obtain MEWS certification before commencing the provision of Services under the Agreement. The Service Provider shall keep the certification updated by attending regular refresher training sessions organized by MEWS every six months or as requested in writing by MEWS. To obtain the MEWS certification, the Service Provider is required to successfully pass a certification test as provided by MEWS. The Service Provider shall pay MEWS a Certification Fee in the amount specified in the Agreement within 14 days of the invoice date received from MEWS. In the event that the Service Provider fails to obtain or update the required certification as stated in this Clause, MEWS reserves the right to terminate the Agreement immediately.
9.3 MEWS undertakes to provide the Service Provider with relevant information relating to its Products. In this respect, MEWS will provide the Service Provider with the necessary technical support, and commercial documents relating to the Products and respective Customers (“Documentation”), it being specified that these documents remain the property of MEWS.
10. Targets
10.1 In order to ensure adequate levels of support provided to the Customers in connection with their use of the Products, the Service Provider agrees to meet the targets set by MEWS, the current version of which is specified in the Agreement. MEWS is entitled to change targets from time to time whereas any change shall be communicated to the Service Provider at least fifteen (15) days prior to its effectiveness. If MEWS determines that the Service Provider does not meet the targets communicated to the Service Provider by MEWS, MEWS is entitled to immediately terminate this Agreement by delivery of termination notice to the Service Provider.
11. Remuneration
11.1 The remuneration for the performance of Services and payment terms will be specified in the Agreement and respective Purchase Order.
12. No Exclusivity
12.1 This Agreement shall not limit either Party's ability to enter into similar agreements with other persons.
13. Intellectual Property Rights
13.1 MEWS (or any of its Affiliates) hold, or is an exclusive licensee, of all proprietary rights in Products, as well as their design, analytical materials, testing scripts, user and technical documentation and other related materials, as may be further developed by MEWS ("IP Materials"), including copyright and other intellectual property rights. MEWS retains all such rights.
13.2 Service Provider shall not use Products unless it is specifically stipulated by statute or the Agreement.
13.3 The Service Provider acknowledges and agrees that MEWS may identify the Service Provider as a subcontractor and sub-processor of MEWS on its websites, during communication with Customers, and in advertising and marketing materials. The Service Provider hereby grants MEWS the right to use the Service Provider’s name, country of location, scope of Services, and trademarks in connection with such identification.
14. Confidentiality
14.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business, operations and services (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) to use the same degree of care to protect the Proprietary Information as it uses to protect its own Proprietary Information of like nature, but in no circumstances less than reasonable care, and (ii) not to use or divulge to any third person any such Proprietary Information except as expressly permitted herein or to its officers, employees, consultants, contractors, Affiliates, or legal advisors who need access to such Proprietary Information in order to effect the intent of the Agreement and who have entered into a confidentiality agreement at least as restrictive as the requirements in this clause. The Service Provider shall take all necessary measures to prevent the unauthorized use or disclosure of MEWS’s Proprietary Information. In particular, the Service Provider shall not disclose any of MEWS’s Proprietary Information or IP Materials to any competitors of MEWS and shall take reasonable steps to prevent any employees, agents, or representatives of the Service Provider from doing so. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no breach of this Agreement, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required by law to be disclosed, provided that Receiving Party first provides the Disclosing Party with reasonable prior notice and obtains, or provides the Disclosing Party with an opportunity to obtain, a protective order or confidential treatment of the Proprietary Information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose the Proprietary Information of the Disclosing Party to the extent required by an information disclosure request made under applicable law, provided that the Receiving Party promptly notifies the Disclosing Party of the information disclosure request before disclosing the Proprietary Information and comply with the Disclosing Party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, the Receiving Party is not obliged to notify the Disclosing Party of the information disclosure request if it could result in a violation of applicable law by the Receiving Party. Upon termination of the Agreement, the Service Provider shall return to MEWS or, with MEWS’s written consent, destroy all MEWS’s Proprietary Information and IP Materials. At MEWS’ request, the Service Provider shall certify in writing to MEWS that all such information and data has been deleted or returned, and that no copies or duplicates have been retained.
15. Representations and Warranties
15.1 Each Party represents and warrants to the other Party that: (a) such Party is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and the execution, delivery, and performance of the Agreement constitute a legal, valid, and binding obligation of such Party; (b) such Party has all requisite corporate power and financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement; and (c) the persons acting on such Party’s behalf have been granted sufficient legal and/or contractual mandate for establishing rights and obligations of the Party arising hereunder. Furthermore, the Service Provider represents and warrants that all information provided to MEWS, including but not limited to financial information, invoices, and other relevant documentation, is accurate, complete, and in accordance with applicable laws and regulations.
16. Indemnification
16.1 The Service Provider shall be liable for and shall fully indemnify, defend and hold harmless MEWS, Customers, their Affiliates, and representatives for any loss, liability, costs (including reasonable legal costs), damages, fines and expenses of any kind arising from any breach of the terms of the Agreement or applicable legislation by the Service Provider or any of its personnel, including any negligent or reckless act, omission, or default in the provision of the Services.
17. Limitation of Liability
17.1 IN NO EVENT SHALL THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF MEWS TOGETHER WITH ALL OF ITS RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL REMUNERATION PAID BY MEWS TO SERVICE PROVIDER UNDER TE AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE PARTIES AGREE THAT THIS CLAUSE REPRESENTS A REASONABLE ALLOCATION OF RISKS.
17.2 IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, GOODWILL OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18. Term and Termination
18.1 Term
18.1.1 The Agreement shall come into force upon the signing of the Agreement by the Parties.
18.1.2 The Agreement is concluded for an unlimited period.
18.2 Termination for convenience
18.2.1 Either Party may unilaterally terminate the Agreement for convenience, via a written notice, with a notice period of three (3) months. The notice period shall commence on the first day of the calendar month following the delivery of the notice and terminate upon the expiry of the last day of the relevant calendar month or upon completion of the Services under the last effective Purchase Order, whichever occurs later.
18.3 Termination for cause
18.3.1 Either Party may terminate the Agreement if the other Party materially breaches its obligation under these Service Partners Terms or the Agreement, and such breach is not cured within thirty (30) days after delivery of the non-breaching party’s notice or such longer time as the non-breaching party may specify in the notice.
18.3.2 Without prejudice to the preceding clause, MEWS may terminate the Agreement, via a written notice, with immediate effect in the event of Service Provider's infringement of Clause 9.2 (Cooperation), Clause 10.1 (Targets), Clause 13 (Intellectual Property Rights), and Clause 14 (Confidentiality). In such a case, the Service Provider shall cease providing Servicer immediately.
19. Notices
19.1 Addresses
19.1.1 All notices, requests, claims, demands or other communication hereunder shall be in writing and shall be delivered to the email address specified by the Service Provider in the Agreement or any other email address provided by the Service Provider or via MEWS’s website. A notice is deemed to have been received within 1 day from the date the notice was emailed or published on [Service Provider Interface or MEWS’s website].
20. Final Provisions
20.1 Waiver
20.1.1 Failure of any of the Parties to enforce any of the provisions of the Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way to affect the validity of the Agreement.
20.2 Entire Agreement
20.2.1 The Agreement, including these Service Partner Terms, constitutes the entire agreement between the 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.
20.3 Modifications, Amendments
20.3.1 MEWS can, at any time, and at its sole discretion, make changes to these Service Partner Terms. If MEWS makes changes to these Servicer Partner Terms, Mews will notify the Service Provider of such changes by publishing the revised version of the Service Partner Terms on https://www.mews.com/en/terms-conditions/service-partner-terms.
20.3.2 If the Service Provider does not agree with the changes made to the Service Partner Terms in accordance with Clause 20.3.1 (“Changes”) the Service Provider may terminate the Agreement via written notice provided to MEWS pursuant to this Clause within 30 days from the publication of the revised version of the Service Partner Terms. The termination pursuant to this Clause will be effective either (i) as of the Effective Date of the revised Service Partner Terms or (ii) within 30 days from the publication of the revised version of the Service Partner Terms or (iii) upon completion of the Services pursuant to the last effective Purchase Order, whichever occurs later. If the Service Provider fails to provide such notice within the specified timeframe, the Service Provider will no longer be entitled to terminate the Agreement for the reasons stated in this Clause.
20.4 Assignment
20.4.1 Service Provider shall not assign the Agreement and any of its rights, obligations, or privileges (by operation of law or otherwise) hereunder without the prior written consent of MEWS.
20.4.2 MEWS may assign the Agreement and all rights and obligations hereunder to any of its Affiliates at any time without the written consent of the Service Provider.
20.5 Severability
20.5.1 The provisions of the Agreement are severable, and if any part of the Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement will not be affected.
20.6 Negotiated Agreement
20.6.1 Each Party has been given the opportunity to independently review the Agreement, including these Service Partner Terms with legal counsel and each Party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of these provisions.
20.7 Governing Law a Dispute Resolution
20.7.1 The Agreement shall be governed and construed in accordance with the laws of the Netherlands, excluding the United Nations Convention on Contracts for the International Sales of Goods, and conflict of rule principles.
20.7.2 Any dispute arising out of and in connection with the Agreement hereunder shall be exclusively and finally decided by the courts of the Netherlands.