Terms and Conditions
TABLE OF CONTENTS
Rose Connects - Terms and Conditions
Last modified 7th November 2024 v1.1
Rose Connects is operated by Rose Hospitality Limited ("Rose Hospitality"). Throughout these conditions, the terms “we”, “us” and “our” refer to Rose Hospitality.
Rose Hospitality offers the Rose Connects application service including all information, tools and services available from this Application Service to you, the hospitality venue (the "Subscriber"), conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or using the Rose Connects application service from us, you engage in using our “Ongoing Services” (as defined below) and agree to be bound by the following terms and conditions (“Terms and Conditions”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
These Terms and Conditions apply to all the users of the Subscriber's use of Ongoing Services including how Rose Connects can collect guest preferences for automatic insertion into the Subscriber's Property Management System ("Subscriber's PMS"), including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms and Conditions carefully before accessing or using our Ongoing Services. By accessing or using any part of the Services, you agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions, then you may not access the Ongoing Services or use any service therein. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms and Conditions.
Any new free-to-use features or tools which are added to the current Rose Connects Free-Use application service shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our website is hosted by Hubspot Inc. Hubspot provides us with the website platform that allows us to communicate with and provide services to you.
Our Rose Connects service is provided by Rose Hospitality using Amazon Web Services. AWS provides servers on the cloud to help Rose Hospitality ask questions of guests and store their personal preferences as a service to support their individual bookings and visits to hospitality venues.
1. DEFINITIONS
1.1 The following definitions apply in these Subscription Terms and Conditions:
“Applicable Laws” means all applicable laws, statutes and regulations from time to time in force.
“Applicable Data Protection Laws” means:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data and privacy.
(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data and privacy.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
“Deliverables” means any output of the Services to be provided by the Supplier to the Subscriber and any Software to be supplied.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Ongoing Services” means the provision of the Supplier’s guest intelligence webservices and support services as further set out in Schedule 2.
“Services” means the Ongoing Services.
“Subscriber Materials” means all documents, information, items and materials in any form, whether owned by the Subscriber or a third party, which are provided by the Subscriber to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1.4, and any questions drafted by the Subscriber as part of receiving the Services.
“Subscriber Personal Data” means any personal data which the Supplier processes in connection with these Terms and Conditions, in the capacity of a processor on behalf of the Subscriber, such as guest data.
“Supplier Personal Data” means any personal data which the Supplier processes in connection with these Terms and Conditions, in the capacity of a controller.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“Venue” means any venue as identified by the Subscriber.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. INTERPRETATION
2.1 The following rules of interpretation apply to these Terms and Conditions:
2.1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.1.2 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
2.1.3 A reference to writing or written includes email;
2.1.4 Any obligation on a party not to do something includes an obligation not to allow that thing to be done; and
2.1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. COMMENCEMENT AND DURATION
3.1 These Terms and Conditions apply from the moment the Subscriber requests use of the Services from the Supplier, typically by the request to subscribe via the marketplace of the Property Management System (PMS) the Subscriber already uses in a hospitality venue, or by subscribing via the Supplier's website.
3.2 Note these Terms and Conditions apply only to the free-use version of Rose Connects (and the Ongoing Services) which uses pre-pack Question Sets with feature only pre-defined quivers of standard questions where only the answers are customisable by each venue.
4. SUPPLIER'S RESPONSIBILITIES
4.1 The Supplier shall use reasonable endeavours to supply the Services and deliver the Deliverables to the Subscriber, in accordance with these Terms and Conditions in all material respects.
4.2 The Supplier shall only be required to provide the Services in respect of a Venue where it is owned or operated by the Subscriber.
4.3 Where the Supplier is given access to the Subscriber’s data, systems, premises, office accommodation and other facilities, including any systems it has licensed from third parties, the Supplier shall only access them for the purpose of providing the Services, or delivering the Deliverables, unless otherwise set out in these Terms and Conditions, and shall take all reasonable precautions to maintain the security and confidentiality of such data, systems, premises, office accommodation or other facilities.
5. SUBSCRIBER'S OBLIGATIONS
5.1 The Subscriber shall:
5.1.1 co-operate with the Supplier in all matters relating to the Services;
5.1.2 appoint a point of contact for the Services, such person as identified in the Agreement Details as the Subscriber’s representative. That person shall have the authority to contractually bind the Subscriber on matters relating to the Services;
5.1.3 provide, for the Supplier, its agents, contractors, subcontractors, consultants, officers, representatives and employees, in a timely manner and at no charge, access to the Subscriber’s data, systems (including any systems licensed by the Subscriber from third parties), premises, office accommodation and other facilities as required by the Supplier to provide the Services;
5.1.4 provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Subscriber or third party) reasonably required by the Supplier in connection with the Services and acknowledges the Supplier will be entitled to assume and rely on them in all material respects;
5.1.5 comply with the Brand Requirements;
5.1.6 confirm any information provided via the Services with the applicable guests before relying on it;
5.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, in all cases before the date on which the Services are to start;
5.1.8 use its best endeavours to implement the requests and preferences of its guests, received via the Subscriber’s use of the Services;
5.1.9 comply with the Use Restrictions; and
5.1.10 only permit those Venues identified in the subscription process to use the Services and Deliverables.
5.2 The Subscriber shall not:
5.2.1 use the Services to distribute content which is illegal or which would not be expected of a reputable venue providing equivalent services to the Subscriber, including which may:
(i) Be defamatory of any person;
(ii) Be obscene, offensive, hateful or inflammatory;
(iii) Bully, insult, intimidate or humiliate;
(iv) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or
(v) Infringe any copyright, database right or trade mark of any other person.
5.2.2 introduce, permit the distribution of or distribute Viruses via the Services; or
5.2.3 seek to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to any Software.
6. DELAYS
6.1 If the Supplier’s performance of its obligations under these Terms and Conditions is prevented or delayed by any act or omission of the Subscriber, its agents, contractors subcontractors, consultants, officers, representatives or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused.
7. CHARGES AND PAYMENT
7.1 In consideration of the provision of the Services by the Supplier, the Subscriber shall pay zero (£0.00 or $0.00) for the use of Rose Connects for Ongoing Services when using the pre-built Question Sets, supplied at the outset of Subscription. What we call "Rose Connects LITE": Questions Sets have a fixed set of questions to be included or excluded, with answers customisable by each Subscriber, for each venue.
7.2 Financial charges will only apply for any future Questions Sets purchased by the Subscriber using Stripe (or via other payments system) to make advance payment, when requesting either custom solutions or new tools and services from the Supplier. Such financial charges would require a separate agreement, beyond these Free-Use Terms and Conditions, that would include a Scope of Work Document, an Implementation Plan for new and specific deliverables, and a separate Agreement to be countersigned by both Subscriber and Supplier.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 In relation to the Deliverables:
8.1.1 the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Subscriber Materials, and own any Intellectual Property Rights in feedback regarding the Deliverables, excluding any Subscriber Materials, and Services;
8.1.2 the Supplier grants the Subscriber, or shall procure the direct grant to the Subscriber of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of these Terms and Conditions in application to copy and modify the Deliverables (excluding the Subscriber Materials and Software) for the purpose of receiving and using the Services in its business;
8.1.3 the Supplier grants the Subscriber, or shall procure the direct grant to the Subscriber of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of these Terms and Conditions to use the Software, at the Venues, for the purposes of providing hospitality services for its guests .
8.2 The Subscriber shall not, in respect of the licences granted under clause 8.1:
8.2.1 sub-license, assign or novate the benefit or burden of the licence in whole or in part; or
8.2.2 allow the Deliverables (other than the Subscriber Materials) to become the subject of any charge, lien or encumbrance,
without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
8.3 In relation to the Subscriber Materials, the Subscriber:
8.3.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Subscriber Materials; and
8.3.2 grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Subscriber Materials for the term of this Agreement for the purpose of providing the Services to the Subscriber.
9. DATA PROTECTION
9.1 For the purposes of this clause 9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
9.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws in respect of any processing in relation to these Terms and Conditions. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
9.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in Schedule 1 as processor on behalf of the Subscriber.
9.4 Should the determination in clause 9.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 9 and Schedule 1.
9.5 Without prejudice to clause 9.2, the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Subscriber Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of these Terms and Conditions.
9.6 In relation to the Subscriber Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
9.7 Without prejudice to clause 9.2, the Supplier shall, in relation to Subscriber Personal data:
9.7.1 process that Subscriber Personal Data only on the documented instructions of the Subscriber, which shall be to process the Subscriber Personal Data for the purposes set out in Schedule 1 unless the Supplier is required by Applicable Laws to otherwise process that Subscriber Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Subscriber Personal Data, the Supplier shall notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Subscriber on important grounds of public interest. The Supplier shall inform the Subscriber if, in the opinion of the Supplier, the instructions of the Subscriber infringe Applicable Data Protection Laws;
9.7.2 implement the technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Subscriber Personal Data and against accidental loss or destruction of, or damage to, Subscriber Personal Data, which the Subscriber has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
9.7.3 ensure that any personnel engaged and authorised by the Supplier to process Subscriber Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
9.7.4 assist the Subscriber insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Subscriber’s cost and written request, in responding to any request from a data subject and in ensuring the Subscriber’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.7.5 notify the Subscriber without undue delay on becoming aware of a personal data breach involving the Subscriber Personal Data;
9.7.6 at the written direction of the Subscriber, delete or return Subscriber Personal Data and copies thereof to the Subscriber on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Subscriber Personal Data. For the purposes of this clause 9.7.6, Subscriber Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
9.7.7 maintain records to demonstrate its compliance with this clause 9, and allow for reasonable audits by the Subscriber or the Subscriber’s designated auditor, for this purpose, on reasonable written notice. The Supplier may reject a designated auditor where it is reasonable to do so (and the Subscriber may elect another auditor in its place) and the Supplier may require a designated auditor to sign a confidentiality agreement on reasonable terms, before permitting them access.
9.8 The Subscriber provides its prior, general authorisation for the Supplier to:
9.8.1 appoint processors to process the Subscriber Personal Data, provided that the Supplier: FAQ
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 9;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Subscriber of any intended changes concerning the addition or replacement of the processors, thereby giving the Subscriber the opportunity to object to such changes provided that if the Subscriber objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Subscriber shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
9.8.2 transfer Subscriber Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Subscriber shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
9.9 The Supplier’s liability for losses arising from breaches of this clause 9 is as set out in clause 11.
10. CONFIDENTIALITY
10.1 Each party undertakes that it shall not at any time during the use of Ongoing Services, and for a period of five years after termination or expiry of use of Services, disclose to any person any confidential information concerning the business, affairs, customers, guests, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
10.2.1 to its employees, officers, representatives, contractors, subcontractors, consultants or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, consultants or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the use of Services
11. LIMITATION OF LIABILITY
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with these Terms and Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
11.3 Nothing in this this clause 11 shall limit the Subscriber’s payment obligations under this Agreement.
11.4 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
11.4.1 death or personal injury caused by negligence; and
11.4.2 fraud or fraudulent misrepresentation.
11.5 Subject to clause 11.2, clause 11.4 and clause 11.7 the Supplier’s total liability, other than to the extent set out in clause 11.6, to the Subscriber shall not exceed the total fees paid by the Subscriber to the Supplier under this Agreement.
11.6 Subject to clause 11.2, clause 11.4 and clause 11.7 the Supplier’s total liability for its failure to comply with its data processing obligations under clause 9 shall not exceed the Data Protection Cap.
11.7 Subject to clause 11.2, clause 11.3, clause 11.4 and clause 11.8, this clause 11.7 specifies the types of losses that are excluded:
11.7.1 loss of profits;
11.7.2 loss of sales or business;
11.7.3 loss of agreements or contracts;
11.7.4 loss of anticipated savings;
11.7.5 loss of use or corruption of software, data or information;
11.7.6 loss of or damage to goodwill; and
11.7.7 indirect or consequential loss.
11.8 The exclusions of loss set out under clause 11.7 shall not apply to any liability incurred by the Subscriber for a breach of clause 8.
11.9 Subject to clause 11.2 and clause 11.4 the Supplier shall not have liability for information provided by guests of the Subscriber, which the Supplier provides to the Subscriber in the performance of the Services.
11.10 Subject to clause 11.2 and clause 11.4 the Supplier and Subscriber shall not be liable under this Agreement for any fines or other regulatory penalties imposed on the other party for a breach of Applicable Data Protection Laws.
11.11 Unless the Subscriber notifies the Supplier that it intends to make a claim in respect of an event within 3 months of becoming, or when it ought reasonably to have become, aware of the event having occurred, the Supplier shall have no liability for that event.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
12.1.2 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12.1.3 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
12.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Subscriber if:
12.2.1 the Subscriber fails to pay any amount due under this Agreement 30 days after the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
12.2.2 the Subscriber acts in a manner which the Supplier reasonably determines may harm the reputation of the Supplier or any aspect of its business (including its brands, products or services); or
12.2.3 there is a change of Control of the Subscriber.
12.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement at the end of the Initial Term or a Renewal Period by giving written notice to the other party at least 30 days’ prior to the end of the Initial Term or Renewal Period, as applicable.
13. CONSEQUENCES OF TERMINATION
13.1 Where the Agreement terminates in accordance with clause 12:
13.1.1 the Supplier shall immediately return all of the Subscriber Materials;
13.1.2 the Subscriber shall no longer have the right to use any of the Services or the Deliverables (excluding the Subscriber Materials);
13.1.3 the Subscriber shall return all of the Deliverables (excluding the Subscriber Materials). If the Subscriber fails to do so, then the Supplier may enter the Subscriber’s premises and take possession of the applicable Deliverables. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
14. GENERAL
14.1 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of using the Services shall remain in full force and effect.
14.2 Termination of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms and Conditions which existed at or before the date of termination or expiry.
14.3 Neither party shall be in breach of these Terms and Conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (which include epidemics or pandemics and non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause)). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
14.4 The Subscriber shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions, without the consent of the Supplier (not to be unreasonably withheld or delayed).
14.5 The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these Terms and Conditions.
14.6 Subject to clause 14.7, no variation of these Terms and Conditions shall be effective unless it is published on the Suppliers website.
14.7 The Supplier may vary these Conditions, Schedule 1 and the Brand Requirements from time to time, provided that there is no material reduction in the Services or Service standards and such changes are notified to the Subscriber.
14.8 A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.9 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.10 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.
14.11 If any provision or part-provision of these Terms and Conditions is deemed deleted under clause 14.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.12 These Terms and Conditions constitutes the entire agreement between the parties.
14.13 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
14.14 Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.15 These Terms and Conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15. NOTICES
15.1 Any notice or other communication given to a party under or in connection with these Terms and Conditions shall be in writing and shall be:
15.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
15.1.2 sent by email to the address specified in the Subscription Details for the Subscriber or Supplier representative, or as otherwise notified in writing.
15.2 Any notice shall be deemed to have been received:
15.2.1 if delivered by hand, at the time the notice is left at the proper address;
15.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
15.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. DISPUTES
16.1 If a dispute arises out of or in connection with these Terms and Conditions or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:
16.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Subscriber representative and Supplier representative shall attempt in good faith to resolve the Dispute;
16.1.2 if the Subscriber representative and Supplier representative are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Chief Executive Officer (or equivalent) of both parties who shall attempt in good faith to resolve it; and
16.1.3 if the Chief Executive Officers (or equivalents) of are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 21 days after the date of the ADR notice.
16.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.
16.3 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved in accordance with clause 18.
17. GOVERNING LAW
17.1 These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18. JURISDICTION
18.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
SCHEDULE 2 - ONGOING SERVICES
2 Supply and Organisational Measures which ARE Provided
2.1 Collection of Guest Data
The Supplier will collect data from Subscriber’s incoming guests prior to, or upon, arrival by deploying Rose Connects and its Intelligent Questions software service.
2.2 Integration with third party software suppliers
By agreeing to these Terms and Conditions, the Subscriber permissions the Supplier to access the relevant third party software accounts for each of the Subscribers Named Venues, and for the Supplier to contact these third-party suppliers directly to connect its Software via API to the accounts for each Named Venue. Third party software in this clause can include one or more of PMS, EPOS, CRS, CRM, or Guest Communications platforms.
2.3 Software
2.3.1 The Supplier will supply the Rose Connects with standard question sets and customisable answer sets for use by employees and representatives of the Subscriber's Named Venues, using a common web-browser, to create sets of questions and candidate answers for any Subscriber’s guests to receive and complete.
2.3.2 Answers from guests will be relayed back to one or more staff employed at the Named Venues staff using the Supplier’s Rose Connects software to populate web browser and/or hardware interfaces including inserting “Rose Notes” inside PMS Guest Profiles within the Subscriber’s PMS interface for each Named Venue, via API, and help inform Smart Tips (in the case of the Mews PMS) with intelligence gathered direct from the guest via the Supplier’s Rose Connects 'Intelligent Questions' and 'Rose Link' tools.
3 Supply and Organisational Measures NOT Provided within these Terms and Conditions
3.1 Training
The Supplier can develop, facilitate, and deliver training to operational management and teams to enable the full utilisation of the Software on-site prior to any launch and throughout the duration of use, only by agreeing and signing a separate commercial Agreement.
3.2 Customisable Questions
The Supplier can extend the functionality of Rose Connects to the Subscriber by offering more Question Sets (for Spa, Weddings, and more use cases); but only by agreeing and signing a separate commercial Agreement.
3.3 Customisable Brand and Tone of Voice
The Supplier can extend the functionality of Rose Connects to the Subscriber by offering more flexibility to control the venue's own brand and tone of voice of Questions and Answer sets; but only by agreeing terms in a separate commercial Agreement with the Subscriber.
3.4 Hardware
As a development partner, the Supplier can supply tablets to be used by the Subscriber’s operational staff teams at the Named Venues to display a “Cheat Sheet” User Interface (similar in concept to a second-screen car device). These tablets would remain the property of the Supplier and would be supplied by agreeing a separate Agreement to these Terms and Conditions for Free-Use Rose Connects.
3.5 Quarterly Business Reviews
Supplier can schedule and host quarterly business reviews (QBR’s) throughout the use of Rose Connects; but by separate Agreement with a recurring set agenda in addition to AOB.
3.6 Technical Support
The Supplier uses Amazon AWS systems for scalable internet infrastructure and deploys APIs to connect to third party software systems. Any specified technical support and SLA response times require a separate commercial Agreement with explicit terms for any technical escalation and response procedures. Please contact support@rose-hospitality.com for more information and advice on support service options.