Terms and Conditions

Clause 1Reading and Accepting These Terms

1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
2. By creating an Account, purchasing a Subscription, accepting these Terms during checkout in the Platform, or otherwise accessing or using the Platform, you agree to be bound by these Terms. These Terms form a binding contract between LuxDirect Limited and you (and, if applicable, the company or other entity you represent) ("the Client", "you" or "your").
3. We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

Clause 2Eligibility

1. By accepting these Terms, you represent and warrant that:
   1. you have the legal capacity and authority to enter into a binding contract with us; and
   2. you are authorised to use the payment you provided when purchasing a Subscription.
2. The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are over the age of 18 years.
3. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity ("Represented Entity"), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

Clause 3Duration of Your Subscription

1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the initial subscription period as agreed on the Website ("Subscription Period"), unless terminated earlier in accordance with clauses 7 and 13.
2. Upon expiration of the Subscription Period, this agreement will automatically renew for successive periods of the same length ("Renewal Period"). Each Renewal Period will begin on the day after the previous Subscription Period or Renewal Period expires (the "Renewal Date").
3. This agreement will not automatically renew on a Renewal Date if either party provides written cancellation notice prior to that Renewal Date.

Clause 4The Solution

Scope of Your Subscription and the Solution

1. We will provide you, to the extent described in your Subscription, the Platform.
2. Your Subscription includes the benefits and limitations of your Subscription as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

Accounts

1. (Accounts) To use the Platform, you may be required to sign-up, register and receive an account through the Platform (an "Account").
2. (Provide Information) As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, and other information as determined by us from time to time.
3. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
4. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

Disclaimer

You acknowledge and agree that:

1. any information provided to you as part of or in connection with the Platform or the Services is general in nature, based on the available data and our experience and does not constitute financial, legal or any other kind of professional advice;
2. we make no guarantees that by using our Platform or paying for a Subscription you will achieve any particular outcomes;
3. whilst LuxDirect monitors and reports on third-party AI platforms, we do not control or guarantee their outputs or rankings of your business. Third-party AI platforms may change their algorithms, outputs, or terms of service at any time without notice to us, and we are not responsible for such changes or their effect on your visibility;
4. you are solely responsible for implementing any recommendations from the Platform;
5. it is your responsibility to comply with applicable Laws relevant to your business, including consumer protection, advertising, data protection, ePrivacy and PECR regulations, and any platform terms applicable to your marketing activities;
6. LuxDirect does not act as an agent, reseller, partner, or representative of any third-party AI platform. All references to third-party platforms within the Platform are descriptive and for informational purposes only; and
7. the Platform is designed to operate without collecting or storing Guest Personal Data, and any recommendations are produced from publicly available hotel-related content, business identifiers, and aggregated signals.

Platform Licence

1. While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform.
2. We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform ("Enhancements"). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
3. We may change any features of the Platform at any time on notice to you.

Support Services

We will provide general support where reasonably necessary to resolve technical issues with the Platform ("Support Services"). Unless otherwise agreed in writing:

1. we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);
2. we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
3. you are responsible for all internal administration and managing access, including managing your access credentials and assisting your Users to access and use the Platform; and
4. you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

Clause 5Data Hosting

We will store User Data you upload to the Platform using a third party hosting service selected by us ("Hosting Services"), subject to the following terms:

1. (Hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside the United Kingdom.
2. (Service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
3. (Security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
4. (Backups and disaster recovery) We maintain commercially reasonable backup procedures. However, in the event of data loss due to a system failure (e.g. a database or webserver crash), we do not guarantee that any backup will be complete, up-to-date, or free from errors or defects.

Clause 6Client Obligations

You agree to:

1. provide us with all documentation, information and assistance reasonably required by us to perform the Services;
2. provide us with access to relevant third-party accounts via read-only API or OAuth authorisation only, as reasonably required to perform the Services. For clarity, unless otherwise agreed in writing, such access is limited to non-guest, business-level analytics and configuration data; and
3. ensure that neither you nor your Users upload, transmit or otherwise provide to us any Guest Personal Data (including names, contact details, booking references, stay details, payment details, or private communications), unless we have expressly agreed in writing to process such data under a separate data processing arrangement.

Client Material

1. You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Platform is complete, accurate and up-to-date.
2. You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

Your Obligations

1. You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
2. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
   1. upload sensitive information or commercial secrets using the Platform;
   2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
   3. use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
   4. upload any material that is owned or copyrighted by a third party;
   5. make copies of the Documentation or the Platform;
   6. adapt, modify or tamper in any way with the Platform;
   7. remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
   8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
   9. use the Platform in a way which infringes the Intellectual Property Rights of any third party;
   10. create derivative works from or translate the Platform or Documentation;
   11. publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
   12. integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
   13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
   14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;
   15. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
   16. share your Account or Account information, including access credentials to your Account, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform's security;
   17. make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent;
   18. attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
   19. permit any use of the Platform in addition to the Number of Platform Users.
3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
4. You agree, and you must ensure that all Users agree:
   1. to comply with each of your obligations in these Terms;
   2. to sign up for an Account in order to use the Platform;
   3. that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
   4. that we may cancel your, or any User's, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

Clause 7Fees and Payment

Subscription Fees

1. You must pay subscription fees to us in the amounts specified on the Website for your Subscription, or as otherwise agreed in writing ("Subscription Fees").
2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
3. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.

Automatic Recurring Billing

Subject to the "Grace Period" and "Changes to Subscription Fees" sections below:

1. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 7.
2. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

Grace Period

If you do not cancel before a renewal and you are charged for a new Renewal Period, you may request cancellation within 2 Business Days of the renewal date ("Grace Period"). If you cancel within the Grace Period, we will refund the renewal charge upon request. To request a refund, contact us at support@luxdirect.co.uk.

Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and provide you with 30 days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the "Grace Period" section above will apply.

How to Cancel

To cancel your Subscription under this clause 7, you must notify us in writing by emailing support@luxdirect.co.uk or by using the cancellation function within the Platform (where available). Cancellation will take effect at the end of the then current Subscription Period or Renewal Period, and your access to the Platform will continue until that date. No refund will be provided for any remaining portion of a paid period, except where the Grace Period applies.

Late Payments

We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 7.

Online Payment Partner

1. We may use a third-party online payment partner, currently Stripe ("Online Payment Partner") to collect Subscription Fees.
2. Provided that we have notified the Client of such Third Party Terms and provided the Client with a copy of those terms, you acknowledge and agree that:
   1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at stripe.com/gb/legal/ssa;
   2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment; and
   3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
3. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 13 will apply.

Clause 8Intellectual Property and Data

Software Content Intellectual Property

1. (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) ("Platform Content") and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
2. (Licence to you) You are granted a licence to the Platform Content, for the Number of Platform Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for internal business purposes only. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

User Data

Our Rights and Obligations

1. While you have User Data on our Platform, you grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use User Data:
   1. to the extent reasonably required to provide you with the Platform and always in accordance with our privacy policy; and
   2. on an anonymised and aggregated basis only, for our internal business purposes including to improve the Platform, develop industry benchmarks, and gain commercial insights, which may include the application of machine learning and other analytical processes to such anonymised and aggregated data.

   For the avoidance of doubt, no individually identifiable User Data will be used for the purposes described in sub-clause (b).

2. We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

1. You are responsible for ensuring that:
   1. you share User Data only with intended recipients; and
   2. all User Data is appropriate and not in contravention of these Terms; and
   3. User Data does not include Guest Personal Data, unless we have agreed in writing to process that data under a separate data processing arrangement.
2. You:
   1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
   2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

Clause 9Third Party Software and Terms

Third Party Terms

1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party ("Third Party Terms").
2. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Platform to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
3. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Platform to you and clause 13 will apply.

Third Party Software Integrations

1. You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.
2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.
3. If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code ("User Platform Changes"), then:
   1. you acknowledge and agree that User Platform Changes can have adverse effects on the Platform;
   2. you will indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;
   3. we will not be liable for any failure in the Platform, to the extent such failure is caused or contributed to by a User Platform Change;
   4. we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;
   5. we may suspend your access to the Platform until you have changed or removed the User Platform Change; and/or
   6. we may change or remove any User Platform Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.

Clause 10Confidentiality

1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

Clause 11Privacy

1. We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at luxdirect.ai/privacy.
2. Unless otherwise agreed in writing, LuxDirect does not collect, store or process Guest Personal Data. You must not upload Guest Personal Data to the Platform except in accordance with clause 6. If we agree in writing to process Guest Personal Data, we will do so only under a separate data processing arrangement and on documented instructions of the controller.
3. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information. Where you request a free AI visibility audit via our website, we may collect and process your personal data for the purpose of providing and delivering your audit results. By submitting the audit form and ticking the relevant acceptance box, you consent to such processing.
4. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

Clause 12Liability

Warranties and Limitations

1. (Warranties) We warrant that:
   1. during the Subscription Period, the Platform will perform substantially in accordance with the descriptions on the Website and as set out in these Terms;
   2. during the Subscription Period, the Platform will be provided as described to you in, and subject to, these Terms; and
   3. to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
2. (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
   1. result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;
   2. result from any misuse of the Platform; or
   3. result from the use of the Platform by you other than in accordance with these Terms or the Documentation.
3. (Service Limitations) While we will use our best endeavours to ensure the Platform is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
   1. the Platform may have errors or defects;
   2. the Platform may not be accessible at times;
   3. messages sent through the Platform may not be delivered promptly, or delivered at all;
   4. information you receive or supply through the Platform may not be secure or confidential; or
   5. any information provided through the Platform may not be accurate or true.
4. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

Liability

1. (Liability) To the maximum extent permitted by applicable law, we limit all liability in aggregate of all claims to you (and any third parties who encounter the services or goods through your business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by us to the amount paid by you in the 3 months preceding the date of the event giving rise to the relevant liability.
2. (Indemnity) You agree to indemnify us and our employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through your business) arising from your or your employee's, client's, contractor's or agent's:
   1. breach of any third party intellectual property rights;
   2. breach of any term of this agreement;
   3. negligent, wilful, fraudulent or criminal act or omission; or
   4. use of the Platform.
3. (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by us.
4. (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
5. Nothing in this agreement shall exclude or limit a party's liability for: (i) fraud or wilful misconduct; (ii) death or personal injury resulting from negligence; or (iii) any other liability that cannot be excluded or limited under applicable law.
6. The liability cap set out above in this clause applies to all claims arising under or in connection with this agreement, including claims under the indemnity provisions.

Clause 13Cancellation

Cancellation at Any Time

1. Either party may cancel or terminate your Subscription for convenience by providing written notice to the other party.
2. If you cancel your Subscription, your Subscription will not renew and will terminate upon the expiry of the then current Subscription Period. You will not be entitled to a refund of any fees paid for the current Subscription Period.

Cancellation for Breach

1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
2. A "Breach" of these Terms means:
   1. a party ("Notifying Party") considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
   2. the other party is given 10 Business Days to rectify the breach; and
   3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

Effect of Termination

Upon termination of this agreement:

1. you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
2. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
3. each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 8 and 12.

Retrieval of Data

1. You may download or export your User Data from the Platform within 30 days of the termination or expiry of your Subscription ("Retrieval Period").
2. After the expiry of the Retrieval Period, we shall not be obliged to store any User Data on our Platform. We will not be liable to you for any losses you suffer if you do not retrieve your User Data during the Retrieval Period.

Clause 14Dispute Resolution

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

Clause 15Force Majeure

1. We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.
3. Subject to compliance with clause 15(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a "Force Majeure Event" means any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strikes or other industrial action outside of the control of us;
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. any decision of a government authority in relation to a Force Majeure Event beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

Clause 16Notices

1. A notice or other communication to a party under these Terms must be:
   1. in writing and in English; and
   2. delivered via email to the other party, to the email address:
      1. for us: support@luxdirect.co.uk;
      2. for you: the email address you provided with your Account, or if no email address is specified then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement ("Email Address").
2. The parties may update their Email Address by notice to the other party.
3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in England, in which case the notice will be taken to be given on the next occurring Business Day; or
   2. when replied to by the other party,

   whichever is earlier.

Clause 17General

Governing Law and Jurisdiction

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Interpretation

1. (Singular and plural) words in the singular includes the plural (and vice versa);
2. (Currency) a reference to £, or "GBP", is to pound sterling currency of Great Britain, unless otherwise agreed in writing;
3. (Gender) words indicating a gender includes the corresponding words of any other gender;
4. (Defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
5. (Person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
6. (Party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. (This agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
8. (Document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
9. (Headings) headings and words in bold type are for convenience only and do not affect interpretation;
10. (Includes) the word "includes" and similar words in any form is not a word of limitation; and
11. (Adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

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Definitions

Term	Definition
Business Day	Means a day other than a Saturday, Sunday or public holiday in England.
Confidential Information	Means information of or provided by a party that is by its nature confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	Means all manuals, help files and other documents supplied by us to you relating to the Platform, whether in electronic or hardcopy form.
Guest Personal Data	Means any personal data relating to a Client's customers, guests or travellers, including names, contact details, booking references, stay information, payment details, identification documents, special requests, and private communications.
Hosting Services	Has the meaning given in clause 5.
Intellectual Property Rights	Means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material	Means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Number of Platform Users	Means the number of Users that you may make the Platform available to, in accordance with your Subscription.
Personnel	Means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Platform	Has the meaning given in the first paragraph of these Terms.
Platform Content	Has the meaning set out in clause 8.1(a).
Subscription	Has the meaning given in the first paragraph of these Terms.
Subscription Fees	Has the meaning set out in clause 7 of these Terms.
Subscription Period	Means the initial period of your Subscription to the Platform as agreed on the Website, as defined in clause 3(a).
Support Services	Has the meaning given in clause 4.5.
User	Means you and any third party end user of the Platform who you make the Platform available to.
User Data	Means any files, data, documents, information or other Materials uploaded to the Platform by you or any User, or otherwise provided to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials. User Data does not include Guest Personal Data, which must not be uploaded to the Platform unless we have agreed in writing to process it under a separate data processing arrangement.
Website	Means our marketing website at luxdirect.ai. For the avoidance of doubt, the Website does not include the Platform.