CleverRooms Customer Terms

These terms (the Terms) apply when a hotel or hospitality business (the Customer) uses CleverRooms under an Order Form signed with CleverRooms Tech Ltd, a company registered in England and Wales with company number 17508054, whose registered office is at 120 Warstone Lane, Birmingham B18 6NZ, United Kingdom (CleverRooms, we, us).

1. How this agreement fits together

1.1 The agreement between the Customer and CleverRooms (the Agreement) is made up of: (a) the Order Form; (b) the Data Processing Agreement (the DPA); (c) these Terms, including their Schedules; and (d) the Documentation.

1.2 If these documents conflict, they apply in this order: (a) any special terms written in the Order Form; (b) the DPA, for anything about personal data; (c) these Terms; (d) the Documentation.

1.3 Schedule 1 (United States Customers) applies only where the Customer's billing address in the Order Form is in the United States. Where it applies, it changes these Terms as it says.

1.4 No terms that the Customer puts forward (for example in a purchase order or a supplier portal) form part of the Agreement, even if we accept or sign that document.

2. Definitions

In the Agreement:

• Authorised User means a person the Customer allows to use the Service, such as a manager, member of staff, agency worker or contractor.
• Connected System means a third-party system the Customer chooses to connect to the Service, such as a property management system (for example Mews, Apaleo or Oracle OPERA Cloud), a rota or time-keeping system, a till or point-of-sale system, an accounting system or a mailbox.
• Customer Data means all data, documents and content that the Customer, its Authorised Users or its Connected Systems put into the Service, and everything the Service produces from them for the Customer.
• Customer Personal Data means personal data within the Customer Data.
• Documentation means the user guides and product descriptions we publish for the Service, as updated from time to time.
• Fees means the fees set out in the Order Form.
• Order Form means an order form for the Service signed by both parties, in the form of Schedule 2 or any other form we agree.
• Pilot means a free trial period of the Service described in an Order Form.
• Service means the CleverRooms hotel operations software described in the Order Form and the Documentation, delivered online and through our mobile apps, including Clever Ask, Clever Build, the Control centre, Housekeeping, Financials and Taps, and any updates we make available.
• Subscription Term means the paid period set out in the Order Form, including any renewal.
• Usage Data means information about how the Service is used and performs (for example feature use, response times and error rates), combined and de-identified so that it does not identify the Customer, any venue or any person.
• Venue means each hotel, site or outlet named in the Order Form.

3. The Service

3.1 We will provide the Service to the Customer for the Venues, during the Pilot and the Subscription Term, in line with the Agreement and with reasonable skill and care.

3.2 We may change and improve the Service. We will not make a change that materially reduces the core functions the Customer has paid for during a Subscription Term without the Customer's agreement. If we must make such a change for legal or security reasons, or because a Connected System changes, we will tell the Customer as soon as we reasonably can and, if the Customer is materially affected, it may end the affected part of the Service and receive a refund of prepaid Fees for the time not used.

3.3 Some features may be marked "Beta", "preview" or "coming". These are offered as they are, may change or be withdrawn, and are not covered by clause 13.1 or Schedule 3.

3.4 The Service is hosted in the United Kingdom (London) by default. Clause 9 and the DPA cover where personal data may be processed.

4. The Pilot

4.1 If the Order Form includes a Pilot, the Customer may use the Service for the Venues free of charge for the Pilot period stated (if none is stated, [90] days).

4.2 During the Pilot: (a) no Fees are payable; (b) Schedule 3 (support and availability) does not apply, though we will provide support in good faith; (c) either party may end the Pilot at any time by giving [7] days' written notice; and (d) the liability cap in clause 15.4(b) applies.

4.3 The DPA applies in full during the Pilot. The Pilot is not a reason for lower data protection or security.

4.4 At the end of the Pilot, the Service continues as a paid subscription only if the Customer has signed an Order Form (or accepted a written subscription offer) for a Subscription Term. If it has not, the Pilot ends and clause 16.5 (Customer Data after the end) applies.

5. Subscription, Fees and payment

5.1 The Subscription Term starts on the date in the Order Form and lasts for the period stated (if none is stated, 12 months). It then renews automatically for further periods of 12 months unless either party gives written notice at least [60] days before the end of the current period.

5.2 We will invoice the Fees [annually / monthly] in advance. The Customer will pay each invoice within 30 days of its date, in the currency stated in the Order Form.

5.3 Fees do not include VAT, sales tax or similar taxes, which the Customer will pay in addition where they apply. Each party pays its own taxes on income.

5.4 We may change the Fees for a renewal period by giving the Customer at least [60] days' written notice before that renewal period starts. Fees do not change during a Subscription Term unless the Customer adds Venues or features.

5.5 If an undisputed invoice is more than 30 days overdue, we may: (a) charge interest on the overdue amount at 4% a year above the Bank of England base rate from time to time, or, for Customers to whom Schedule 1 applies, at the rate set there; and (b) after giving at least 14 days' further written notice, suspend the Service until payment is made. Suspension does not reduce the Fees.

5.6 If the Customer disputes an invoice in good faith, it will tell us in writing within 15 days of receiving it, pay any undisputed part, and both parties will try to settle the dispute promptly.

5.7 Fees for a Connected System (for example a property management system's connectivity add-on, a rota system's minimum plan or an accounting system's subscription) are payable by the Customer to that system's provider and are not part of the Fees, unless the Order Form says otherwise.

6. The Customer's responsibilities

6.1 The Customer will: (a) make sure its Authorised Users use the Service in line with the Agreement, and is responsible for what they do in it; (b) keep sign-in details secure and tell us promptly of any unauthorised use it becomes aware of; (c) have the rights and permissions it needs to connect each Connected System and to put the Customer Data into the Service; (d) give its staff any notices, and carry out any consultation or impact assessment, that the law requires for its use of the Service, including for clock-in taps, rotas and records of checks (see clause 9.4); and (e) keep its own Connected Systems and accounts in good standing.

6.2 The Customer will not, and will not allow anyone to: (a) use the Service unlawfully, or to harass, discriminate against or harm anyone; (b) upload malicious code, or try to break, overload or get around the Service's security; (c) copy, resell, sublicense or provide the Service to anyone other than its Authorised Users, except as the Order Form allows; (d) take apart or reverse engineer the Service, except where the law allows it and cannot be excluded; (e) use the Service to build a competing product; or (f) use automated means to access the Service other than through interfaces we provide.

6.3 The Customer will not put the following into the Service, and will set up its Connected Systems so that they are not sent: (a) payment card numbers or bank account credentials; (b) guests' identity documents, dates of birth or other guest personal data, except where the Order Form expressly includes a feature that needs it; and (c) special category personal data (for example health information or biometric data) or criminal records data, except where the Order Form expressly includes a feature that needs it and the DPA covers it.

7. Connected Systems

7.1 The Customer authorises CleverRooms to connect to, and read from, each Connected System the Customer chooses to connect, on the Customer's behalf and for the purpose of providing the Service.

7.2 Read-only by default. The Service reads from Connected Systems and does not write to, change or delete anything in them, unless: (a) the Order Form lists a write feature for that Connected System; and (b) an Authorised User confirms each write in the Service before it is made. Any write the Service makes can be reversed by a further action rather than by deletion, where the Connected System allows it.

7.3 Connected Systems are provided by third parties under their own terms, which the Customer accepts with them. We are not responsible for a Connected System, its availability, its data or its provider's acts, and naming a Connected System does not mean it is endorsed by, certified by or affiliated with its provider unless we say so in writing.

7.4 A Connected System's provider may change, restrict or withdraw access to its system or require approval for our access. If that happens, we will tell the Customer promptly and use reasonable efforts to restore or replace the connection. We will not be in breach of the Agreement to the extent the Service cannot work because of a Connected System, and if a connection the Order Form describes as essential cannot be restored within [60] days, either party may end the affected part of the Service with a refund of prepaid Fees for the time not used.

7.5 The Customer can disconnect a Connected System at any time. When it does, we stop reading from it and delete the stored access credentials for it.

8. AI features and records the Service keeps

8.1 Some features of the Service use artificial intelligence to answer questions, summarise, draft text, propose automations or build small programs for the Customer (AI Features). AI output can be wrong or incomplete. The Service shows where an answer comes from where it can, and says when it does not know.

8.2 The Customer is responsible for reviewing AI output before relying on it or acting on it. The Service does not send messages, make payments, publish anything, change a Connected System or delete records on the strength of AI output alone: an Authorised User must press to confirm.

8.3 We do not use Customer Data to train artificial intelligence models, and we do not allow our AI providers to do so. We use Customer Data only to provide the Service to the Customer, as the DPA sets out.

8.4 The Customer will not use the Service to make decisions about a person that have legal or similarly significant effects (for example dismissal, discipline or pay) based solely on automated processing. Features that propose or rank (for example suggesting who might cover a shift) are suggestions for a person to decide on.

8.5 No advice and no compliance guarantee. The Service helps the Customer keep records and run checks (for example temperature logs, cleaning schedules, fire checks and certificates). It does not provide legal, employment, tax, accounting, health and safety, food safety or fire safety advice, and it does not guarantee that the Customer complies with any law, licence or inspection standard. Any rule, template or checklist the Service shows is a general starting point, labelled with its source where it has one. The Customer remains responsible for its own compliance and for taking professional advice where it needs it.

9. Data protection

9.1 For Customer Personal Data, the Customer is the controller and CleverRooms is the processor, and the DPA applies. For Customers to whom Schedule 1 applies, CleverRooms is also a "service provider" or "processor" under US state privacy laws as the DPA sets out.

9.2 CleverRooms is the controller of personal data it collects to run its own business, such as the names and contact details of the Customer's contacts, billing details and records of support requests. Our Privacy Notice at cleverrooms.io/privacy explains how we handle it.

9.3 We may collect and use Usage Data to operate, secure, support and improve the Service. Usage Data never identifies the Customer, a Venue or any person, and we will not publish it in a way that does.

9.4 The Customer recognises that clock-in taps, rotas, records of checks completed and similar features process information about its staff. The Customer is responsible for deciding to use those features, for telling its staff about them, and for any impact assessment. We will help as the DPA describes, including with a template staff notice and a description of the processing. The Service does not score or rank individual staff performance.

10. Security

10.1 We will maintain the technical and organisational security measures described in the DPA, and will not materially reduce them during a Subscription Term.

10.2 We will notify the Customer of a personal data breach affecting Customer Personal Data as the DPA requires.

11. Intellectual property

11.1 We (and our licensors) own the Service, the Documentation, and all templates, catalogues, models and software within them, and all improvements to them. Nothing in the Agreement transfers those rights to the Customer.

11.2 Subject to the Agreement and to payment of the Fees, we grant the Customer a non-exclusive, non-transferable right, during the Pilot and the Subscription Term, for its Authorised Users to use the Service and the Documentation for the internal business purposes of the Venues.

11.3 The Customer owns the Customer Data, including the content of any app, automation, report or record it builds in the Service. The Customer grants us a non-exclusive licence to host, copy, process and display the Customer Data only as needed to provide and support the Service and as the DPA allows.

11.4 If the Customer gives us suggestions or feedback about the Service, we may use them freely, without payment, as long as we do not identify the Customer as their source without its permission.

12. Confidentiality

12.1 Each party will keep the other's Confidential Information confidential, use it only to perform or receive the benefit of the Agreement, and disclose it only to its employees, contractors, sub-processors and professional advisers who need it for that purpose and are bound by confidentiality duties at least as protective as this clause.

12.2 Confidential Information means information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data and the non-public parts of the Service and our pricing. It does not include information that is or becomes public through no breach, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party without a confidentiality duty.

12.3 A party may disclose Confidential Information where the law, a court or a regulator requires it, after giving the other party notice where lawful and practicable.

12.4 This clause continues for [5] years after the Agreement ends, and for trade secrets and Customer Data for as long as they remain confidential.

13. Warranties

13.1 We warrant that during the Subscription Term the Service will perform materially as described in the Documentation. If it does not, the Customer will tell us with enough detail for us to reproduce the problem, and we will use reasonable efforts to fix it promptly. If we cannot fix a material failure within 30 days, the Customer may end the affected part of the Service and receive a refund of prepaid Fees for the time not used. This clause states the Customer's only remedy for a breach of clause 13.1, without affecting clause 15.1.

13.2 Each party warrants that it has the authority to enter into the Agreement.

13.3 Except as expressly set out in the Agreement, all warranties, conditions and terms implied by law are excluded to the extent the law allows. We do not warrant that the Service will be uninterrupted or error-free, that AI output will be accurate, or that the Service will meet requirements the Customer has not agreed with us in writing.

14. Indemnities

14.1 We will defend the Customer against any claim by a third party that the Customer's use of the Service in line with the Agreement infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Connected Systems, the Customer's changes, or use of the Service with things we did not supply. If such a claim is made or likely, we may get the right for the Customer to keep using the Service, change it so it does not infringe, or, if neither is reasonably possible, end the affected Service and refund prepaid Fees for the time not used.

14.2 The Customer will defend us against any claim by a third party arising from the Customer Data, or from the Customer's use of the Service in breach of clause 6, and will pay the damages and costs finally awarded or agreed in settlement.

14.3 The party being defended must tell the other promptly, let it control the defence and settlement (though no settlement may admit fault by the defended party without its consent), and give reasonable help at the other's cost.

15. Liability

15.1 Nothing in the Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer's duty to pay the Fees; or (d) anything else that cannot be limited or excluded by law.

15.2 Subject to clause 15.1, neither party is liable for: (a) loss of profits, revenue, business, contracts or anticipated savings; (b) loss of goodwill or reputation; (c) loss or corruption of data, except our duty to restore Customer Data from our most recent backup and our obligations under the DPA; or (d) any indirect or consequential loss, in each case however it arises.

15.3 Subject to clause 15.1, each party's total liability arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited as set out in clause 15.4.

15.4 The limits are:

(a) General cap. For all claims other than those in clause 15.4(c): the total Fees paid and payable by the Customer under the Agreement in the 12 months before the event giving rise to the claim.

(b) During a Pilot, or where less than 12 months of Fees have been paid and payable: the greater of the amount in clause 15.4(a) and [£5,000] (or [US$6,500] for Customers to whom Schedule 1 applies).

(c) Data protection cap. For claims arising from a breach of the DPA, of clause 10 or of data protection laws, and for our obligations under clause 14.1: the greater of [three] times the amount in clause 15.4(a) and [£100,000] (or [US$130,000]). Amounts paid under this cap do not count towards the general cap.

16. Term, ending the Agreement and Customer Data

16.1 The Agreement starts on the date the first Order Form is signed and continues until the Pilot and all Subscription Terms have ended.

16.2 Either party may end the Agreement immediately by written notice if the other: (a) materially breaches it and, where the breach can be remedied, does not remedy it within 30 days of being asked in writing; or (b) becomes insolvent, enters administration or liquidation (other than a solvent reorganisation), has a receiver appointed, or stops trading, or anything equivalent happens in another country.

16.3 If the Customer ends the Agreement under clause 16.2, we will refund prepaid Fees for the time not used. If we end it under clause 16.2, the Customer will pay any unpaid Fees for the rest of the current Subscription Term.

16.4 When the Agreement ends, the Customer's right to use the Service ends, and each party will return or destroy the other's Confidential Information, except Customer Data, which clause 16.5 covers.

16.5 Customer Data after the end. For [30] days after the Agreement (or a Pilot that does not continue) ends, the Customer may export its Customer Data using the Service's export features, or ask us to provide an export in a common format. After that we will delete the Customer Data from the Service within [30] days, and copies in our backups will be overwritten within a further [35] days, unless the law requires us to keep them or the Customer has placed a legal hold in writing. We will confirm deletion in writing on request.

16.6 Clauses 6.2, 11, 12, 14, 15, 16.5, 20 and 21 and anything else intended to survive continue after the Agreement ends.

17. Suspension

We may suspend access to the Service (or part of it) for some or all Authorised Users if reasonably necessary to: (a) stop a security threat or an attack on the Service; (b) comply with law or a regulator; (c) stop use that breaches clause 6.2 and is causing harm; or (d) deal with non-payment under clause 5.5. We will limit the suspension to what is needed, tell the Customer in advance where we can (and otherwise promptly), and restore access as soon as the reason has been dealt with.

18. Support and availability

During a Subscription Term, we will provide support and aim for the availability set out in Schedule 3.

19. Changes to these Terms

We may update these Terms for future Order Forms and for renewals by giving at least [60] days' written notice before a renewal. A change that materially harms the Customer does not apply during a current Subscription Term without the Customer's agreement, unless the law requires it.

20. General

20.1 Subcontracting and assignment. We may use subcontractors and sub-processors (as the DPA allows) and remain responsible for them. Neither party may assign the Agreement without the other's written consent (not to be unreasonably withheld), except that either party may assign it to a company that acquires all or substantially all of its relevant business, with written notice.

20.2 Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations), as long as it tells the other promptly and takes reasonable steps to limit the effect. If such an event lasts more than 60 days, either party may end the affected Service by written notice, with a refund of prepaid Fees for the time not used.

20.3 Notices. Notices must be in writing and sent by email to the addresses in the Order Form (for us, hello@cleverrooms.io), or delivered by hand or courier to the registered office. Notices of breach or termination must also be sent by courier or recorded post.

20.4 Entire agreement. The Agreement is the whole agreement between the parties about its subject and replaces earlier discussions and agreements about it. Neither party relies on any statement not set out in it, but this does not limit liability for fraud.

20.5 Variation and waiver. A change to the Agreement must be in writing and signed by both parties. A failure or delay in using a right is not a waiver of it.

20.6 Severance. If any part of the Agreement is found invalid or unenforceable, the rest continues, and the affected part is changed to the minimum extent needed to make it valid.

20.7 Third parties. No one other than the parties has any right to enforce the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20.8 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or agency.

20.9 Signing. The Agreement and any Order Form may be signed electronically and in counterparts.

20.10 Anti-bribery and sanctions. Each party will comply with applicable anti-bribery, anti-slavery, sanctions and export control laws in performing the Agreement.

20.11 Publicity. Neither party will use the other's name or logo in publicity without written consent, except that we may list the Customer as a customer if the Order Form says so.

21. Governing law and courts

21.1 Except where Schedule 1 applies, the Agreement and any dispute or claim (including non-contractual disputes or claims) arising from or in connection with it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

21.2 Before going to court (other than for urgent relief), the parties will try in good faith to settle a dispute by escalating it to a senior person on each side for at least [20] business days.

Schedule 1: United States Customers

This Schedule applies where the Customer's billing address in the Order Form is in the United States. Where it conflicts with the rest of these Terms, this Schedule prevails.

S1.1 Governing law and courts. [Option A: clause 21.1 applies unchanged (English law and courts).] [Option B: the Agreement is governed by the laws of the State of [Delaware], without regard to its conflict of laws rules, and the state and federal courts in [Wilmington, Delaware] have exclusive jurisdiction.] The United Nations Convention on Contracts for the International Sale of Goods does not apply.

S1.2 Jury trial. To the extent allowed by law, each party waives any right to a jury trial in any dispute arising from the Agreement.

S1.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICE IS PROVIDED WITHOUT ANY OTHER WARRANTY, AND CLEVERROOMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

S1.4 Limitation of liability. CLAUSE 15 APPLIES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THEIR POSSIBILITY, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED AS SET OUT IN CLAUSE 15.4.

S1.5 Late payment. Interest under clause 5.5 is charged at the lesser of 1% a month and the highest rate allowed by law.

S1.6 Taxes. The Customer will pay any sales, use or similar tax that applies to the Service, unless it gives us a valid exemption certificate.

S1.7 Workplace laws. The Customer is responsible for complying with workplace laws that apply to its use of the Service, including predictive scheduling ("fair workweek") laws, employee electronic monitoring notice laws (for example New York Civil Rights Law section 52-c) and wage and hour laws. The Service does not collect biometric identifiers; clock-in taps use NFC tags, not fingerprints or face scans.

S1.8 US state privacy laws. Part 12 of the DPA (US state privacy laws) applies.

S1.9 Export. Each party will comply with US export control and sanctions laws. The Customer will not allow the Service to be used in a country or by a person subject to US embargo or sanctions.

S1.10 Currency. Fees are in US dollars unless the Order Form says otherwise.

Schedule 2: Order Form (template)

Part A. The parties

Part B. Venues and Service

Part C. Pilot (delete if no Pilot)

Part D. Subscription (complete when the Customer subscribes)

Part E. Special terms

[None]

Signatures

By signing, each party agrees to this Order Form, the CleverRooms Customer Terms version [0.1] and the Data Processing Agreement version [0.1].

Schedule 3: Support and availability

S3.1 Support. We provide support by email at hello@cleverrooms.io [and through the Service's help button], from 09:00 to 17:30 UK time on business days in England. We aim to reply to every request within one business day.

S3.2 Urgent problems. If the Service is unavailable or a security problem is suspected, the Customer should email with "URGENT" in the subject. We aim to start work within [2] business hours and to fix urgent problems the same business day where we can.

S3.3 Availability target. We aim for the Service to be available 99.5% of the time in each calendar month, not counting planned maintenance announced at least 48 hours in advance (normally outside 07:00 to 23:00 UK time), problems caused by Connected Systems, the internet or the Customer, and events under clause 20.2.

S3.4 If we miss the target. [Option A: if availability falls below the target in a month, the Customer may ask for a credit of [5]% of that month's Fees for each full 1% below the target, up to [25]% of that month's Fees. Credits are the Customer's only financial remedy for missing the target.] [Option B: no service credits in version 1; repeated failure (below the target in any three months in a row) lets the Customer end the Agreement with a refund of prepaid Fees for the time not used.]

S3.5 Status updates. During an incident we will post updates [on a status page / by email to the Customer's contacts].