Partner Terms and Conditions

Sweeply ehf., who operates the Sweeply service (Sweeply), provides hospitality operation solutions that help teams improve their workflows around housekeeping, maintenance and guests' special requests (Software).

These terms and conditions (Partner Terms) govern the marketing and distribution by you of Sweeplys' hotel operation solution. Once you accept these Partner Terms, together with any registration form, Marketing Partner Cover Agreement or other written agreement, constitute a formal agreement between you and Sweeply (Partner Agreement). Your partnership with Sweeply is conditioned on your acceptance of and compliance with these Partner Terms.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in Iceland when banks in Reykjavik are open for business.

Claim: means any claim, proceeding, cause of action, action, demand or suit (including by way of contribution or indemnity).

Extension: means three (3) separate one (1) year periods, immediately and consecutively succeeding expiry of the Term, (together, the Extensions), that can be applied by Sweeply in accordance with clause 8.

Initial Term: means a period of one year from the date you execute or accept this Partner Agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Loss: means any cost (including legal costs on a solicitor and own third party basis, whether incurred by or awarded against the relevant party), expense, loss, damage, charge or liability, whether direct, indirect or consequential (including pure economic loss), present or future, ascertained, unascertained, actual, prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is incurred in connection with a Claim, including the defence or settlement of that Claim.

Parties: means you and Sweeply (each a "party")

Privacy Laws: means all applicable laws, regulations and regulatory guidance in force from time to time relating to or impacting privacy or the protection of Personal Information, privacy or data protection, including all national implementation legislation thereof in the relevant jurisdictions, including any laws that modify or replace any of the foregoing, including without limitation, to the extent applicable, The General Data Protection Regulation (GDPR) (EU) 2016/679.

Privacy Policy: means Sweeply's privacy policy, as amended from time to time.

Services: the marketing to, referral of and engagement of Users by you in accordance with the terms of this Partner Agreement.

Sweeply IP: means the Intellectual Property Rights in Sweeply's Materials and the Software.

Sweeply Materials: means documents, information and materials, including marketing materials, provided or made available by Sweeply to you for the purposes of this Partner Agreement or used by Sweeply in performing its obligations under this Partner Agreement.

Sweeply Policies: means rules, policies, procedures, processes, guidelines, manuals and standards applying to Sweeply, as amended or varied from time to time.

Subscription Fee Payments: All income generated through subscription payments from Users or other sales of the Software to Users.

Term: means the Initial Term plus any Extensions as exercised by Sweeply in accordance with the terms of this Partner Agreement.

User: a user of Sweeplys hotel operation solutions.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) A reference to writing or written includes email. 

2.1 Sweeply's role involves the following:

(a) at all material times acting in good faith towards you as a Marketing Partner;

(b) work in cooperation with you to integrate and onboard the Software with your system and clients; and

(c) provide you with copies of all Sweeply's Policies with which you will be required to comply under this Partner Agreement.

3.1 Your role as a "Marketing Partner" involves the following:

(a) help integrating the Software into your system(s) such that it is made available to your customers and clients;

(b) perform the Services diligently and to a professional standard, and be open and honest about your relationship with Sweeply;

(c) not misrepresent or embellish the relationship between you and Sweeply or imply any relationship or affiliation between you and Sweeply or any other person or entity except as expressly permitted by this Partner Agreement;

(d) not represent yourself as an agent or employee of Sweeply or represent that you have the authority to bind Sweeply to a contract;

(e) comply with all applicable copyright and other laws that pertain to your system (Sweeply will not be responsible if you use another person's copyrighted material in violation of the Law);

(f) be primarily responsible for the delivery of the Services;

(g) act in an honest, ethical and responsible manner when performing the Services;

(h) not infer that you will be undertaking any training and/or assessment for, or on behalf of Sweeply;

(i) not register or purchase domain names that include Sweeply's company name or any misspellings or variations of Sweeply's company name to run promotions as a partner of Sweeply;

(j) not include Sweeply's company name, variations of Sweeply's company name, or the look and feel of Sweeply's own social media pages on any social media pages where you run promotions as a partner of Sweeply;

(k) not promote the Services on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Sweeply, in its sole discretion;

(l) not use marketing practices that are designed to attract fake Users being Users who are not legitimate Users or real entities (Sweeply, in its sole discretion, will make the determination whether someone is a fake User);

(m) ensure that any of your affiliates and sub-contractors, to the extent they are involved in the Services, follow the terms of this Partner Agreement;

3.2 Any samples, drawings, descriptive matter or advertising issued by Sweeply, and any descriptions or illustrations contained in Sweeply's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Partner Agreement or have any contractual force.

4.1 Any Subscription Fee Payments shall be allocated between you and Sweeply in the proportions laid out in the Marketing Partner Cover Agreement (Revenue Shares).

4.2 If Sweeply changes the Revenue Shares, it will provide you with thirty (30) days' notice via email or other prominent notice.

4.3 Fifteen (15) days after the end of each quarter, Sweeply will provide you with a report (Revenue Report) setting out the Revenue Share to which you are entitled.

4.4 Your Revenue Share is payable to you within thirty (30) days of receipt by Sweeply of an invoice from you in a form required by Sweeply.

4.5 Subject to clause 4.3, Sweeply must pay the amount of any correctly rendered invoice received from you, as set out in clause 4.4, except to the extent that the payment or amount of the payment is in dispute.

4.6 Sweeply is entitled to withhold all or part of the Revenue Share in respect of any Services that Sweeply considers not to have been provided by you in accordance with this Partner Agreement.

4.7 Payment of an invoice is not:

(a) evidence or an admission that you have performed your obligations in relation to the Services in accordance with this Partner Agreement;

(b) evidence of the value of the Services provided by you under this Partner Agreement;

(c) an admission of liability; or

(d) acceptance or approval of your performance, but must be taken only as payment on account.

5.1 In relation to the information you receive about Users that is provided to you through the Services (User Related Data), you agree to indemnify Sweeply for any Loss or Claim arising out of your use of any User Related Data.

5.2 Each party must at all times comply with the Privacy Laws and the Privacy Policy.

5.3 If Sweeply provides you with any Personal Information or you become aware of any Personal Information collected or held by you as a result of the parties' activities under this Partner Agreement, you must:

(a) not use, disclose, store, transfer, or handle the Personal Information except in accordance with Privacy Laws and the Privacy Policy;

(b) take all steps to ensure that the Personal Information is protected from misuse, loss, unauthorised access, modification, or disclosure;

(c) use or disclose the Personal Information only for a purpose connected with this Partner Agreement or as permitted by the Privacy Laws and the Privacy Policy; and

(d) cooperate with any reasonable request or direction from Sweeply that relates to (i) data subject requests for access to, or rectification of, an individual’s Personal Information; (ii) regulatory investigations or litigation related to such Personal Information; or (iii) compliance with applicable Privacy Laws and regulations.

6.1 Sweeply grants to you, for the duration of the Term, a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise Sweeply IP solely for the purpose of performing the Services, and for no other purpose.

6.2 You acknowledge and agree that you are not entitled to continue to use any of the Sweeply IP after the expiration or termination of this Partner Agreement.

6.3 You grant to Sweeply a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise your Intellectual Property Rights in your materials (Partner IP) for the purpose of complying with Sweeply's obligations under this Partner Agreement, including the right to grant sub-licences to particular Users and affiliates of Sweeply and other persons for that purpose (if required).

6.4 Any Intellectual Property Rights in or arising out of or in connection with further development of the Software or the provision of the Services shall be owned by Sweeply. 

6.5 If a party makes available to the other party any documents, information or materials (including marketing materials) for use under this Partner Agreement and any of the Intellectual Property Rights in those documents, information or materials are owned by a third party, that party must:

(a) ensure that it has all necessary rights to grant the licence specified in clauses 6.1 to 6.3 (as the case may be); and

(b) notify the other party prior to, or at the same time as, making available those documents, information or materials of any limitations on the other party's rights to use those documents, information or materials pursuant to clauses 6.1 to 6.3 (as the case may be). 

6.6 You must promptly notify Sweeply in writing of any:

(a) actual, suspected or anticipated infringement by a third party of any Sweeply IP; or

(b) allegation or Claim (written or otherwise) that the use of any Sweeply IP by you or Sweeply infringes any third party rights (including Intellectual Property Rights).

6.7 You must provide to Sweeply (at Sweeply's reasonable cost) all assistance reasonably requested by Sweeply relating to proceedings that Sweeply may take against any third party for any actual, suspected or anticipated infringement of Sweeply IP.

6.8 Sweeply must provide to you (at your reasonable cost) all assistance reasonably requested by you relating to proceedings that you may take against any third party for any actual, suspected or anticipated infringement of Partner IP.

7.1 Nothing in the Partner Agreement shall limit or exclude your liability for fraud or fraudulent misrepresentation. This clause 7 shall survive termination under clause 8.

7.2 Each party (Indemnifying Party) indemnifies and agrees to keep indemnified the other party (Indemnified Party) and its officers, employees, agents and subcontractors, from and against any Loss arising from:

(a) any Claims by third parties that the use of (where Sweeply is the indemnifying party) Sweeply Materials or (where you are the indemnifying party) any of your own materials infringes a third person's rights (including any Intellectual Property Rights); and  

(b) Claims with respect to damage to physical property or injury or death to persons where that Claim arises as a result of any negligent act or omission or wilful misconduct of the indemnifying party.

7.3 A party will not be liable under the indemnity in clause 7.2(a) to the extent that the liability has been caused by the acts or omissions of any of the indemnified persons.

7.4 Any person claiming under the indemnity in clause 7.2(a) must use all commercially reasonable efforts to mitigate any Loss which is the subject of the indemnity.

7.5 Subject to limitations herein, you release and shall at all times indemnify Sweeply and its employees, directors, officers, agents and representatives from and against any and all claims, losses, damages, costs, liabilities and expenses (including legal costs and expenses) arising, whether directly or indirectly, from or in connection with:

(a) your breach of any third party’s Intellectual Property;

(b) your use of any User Related Data;

(c) any breach or non-observance by you of any term of the Partner Agreement; or

(d) any negligence, breach of statutory duty or wilful, wrongful or unlawful act or omission by you.

7.6 Subject to limitations herein, Sweeply's aggregate liability for any Loss suffered by, or Claim by you in connection with this Partner Agreement is limited to the amounts paid by Sweeply to you under this Partner Agreement during the twelve (12) month period immediately preceding the Loss or Claim.

7.7 In relation to any proceedings in respect of which a person is entitled to make any Claim for indemnity under clause 7.2:

(a) if the Indemnifying Party requests, the Indemnified Party must allow the Indemnifying Party to conduct the proceedings in its own name (including by seeking leave to withdraw from the proceedings and withdrawing from the proceedings if such leave is granted, if the Indemnifying Party requests);

(b) if the relevant Indemnified Party conducts the proceedings, it must keep the Indemnifying Party reasonably informed as to the progress of the proceedings and consult with the Indemnifying Party before lodging any pleadings or agreeing to any settlement; and

(c) if the Indemnifying Party conducts the proceedings, each Indemnified Party must provide the Indemnifying Party with any assistance and information that the Indemnifying Party reasonably requests.

7.8 Neither party will have any liability whatsoever to the other party for any loss of contract, loss or damage of the character of loss of profit or revenue, loss of opportunity, loss of production, loss of customers or goodwill, production stoppage, loss or corruption of data, loss of use of data, loss of privacy of communications, or any special, indirect or consequential loss or damage.  Notwithstanding the foregoing, nothing in the Partner Agreement is intended to exclude any liability, rights or remedies available under any law which cannot be contractually excluded or restricted. 

8.1 This Partner Agreement will remain in force for the Term, unless terminated under the terms of this Partner Agreement.

8.2 Sweeply may, by written notice to you fourteen (14) days prior to the expiration of the Initial Term, or the immediately preceding Extension, notify you that it wishes to apply an Extension. The Term of the Partner Agreement will be extended for the duration of an applied Extension

9.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 3 months' written notice.

9.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Partner Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Partner Agreement has been placed in jeopardy.

9.3 Without limiting its other rights or remedies, Sweeply may terminate the Partner Agreement with immediate effect by giving written notice to you if:

(a) you fail to pay any amount due under the Partner Agreement on the due date for payment and the payment remains in default not less than 20 days after you have been notified in writing to make such payment; or

(b) a controlling interest in your business passes or is likely to pass to any other company or person.

10.1 On termination of the Partner Agreement for any reason: 

(a) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Partner Agreement which existed at or before the date of termination or expiry; and

(b) clauses which expressly or by implication survive termination shall continue in full force and effect.

11.1 You acknowledge and agree that neither you nor Sweeply shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund for the Software after you have received Revenue Share in respect of that subscription to the Software, Sweeply reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to you, or (2) require you to refund Revenue Share in respect of any amounts refunded to Users to the extent no additional payments are due from Sweeply to you or such payments due to you are insufficient to cover the amounts refunded to Users.

12.1 Relationship of the parties. Except to the extent expressly provided in this Partner Agreement, nothing in this Partner Agreement creates a relationship of employment, trust, agency or partnership between the parties.

12.2 Non-disparagement. The parties must:

(a) not make or procure the making of any remark, statement or announcement (whether publicly or otherwise) that disparages the other party or its personnel in relation to any matter connected with this Partner Agreement; and

(b) use reasonable endeavours to present a positive image and protect the reputation of the other party.

12.3 Force majeure. Neither party shall be in breach of this Partner Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Partner Agreement if such delay or failure is a result of forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that both parties shall use all reasonable efforts to resume performance as soon as practicable under the circumstances.

12.4 Assignment and other dealings.

(a) Sweeply may assign transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Partner Agreement.

(b) You may not, without the prior written consent of Sweeply, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Partner Agreement.

12.5 Confidentiality.

(a) This clause shall survive termination under clause 8.

(b) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.5(c).

(c) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Partner Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.5; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(d) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Partner Agreement.

12.6 Variation. No variation of the Partner Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.7 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

12.8 Severance. If any provision or part-provision of the Partner Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Partner Agreement.

12.9 Third parties. No one other than a party to the Partner Agreement shall have any right to enforce any of its terms.

12.10 Governing law. The Partner Agreement 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 laws of Iceland. This clause shall survive termination under clause 8.

12.11 Jurisdiction. Each party irrevocably agrees that the courts of Iceland shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Partner Agreement or its subject matter or formation. This clause shall survive termination under clause 8.