Terms and Conditions | Silverstream

“HOSPITALITY RESERVATIONS” TERMS AND CONDITIONS OF USE FOR RESTAURANTS AND COMMERCIAL CLIENTS
Background
These terms and conditions ("T's & C's" / this "Agreement") form part of the "Hospitality Reservations Subscription Agreement" ("Subscription Agreement"), and set out the terms upon which Hospitality Reservations Limited (trading as "Hospitality Reservations") provides the Hospitality Reservations Restaurant Reservation and Management Service ("the Service") and licenses the Software to restaurant and commercial client users ("User/s"). By subscribing to the Service, the User confirms its intention to be bound by terms contained hereunder from the date that the subscription commences (the "Commencement Date").
These T's & C's apply to the exclusion of any other terms that Hospitality Reservations or the User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Service
Hospitality Reservations provides a restaurant reservation and management cloud-based software as a Service in accordance with these T's & C's. Details of the Service and the Software can be found at www.hospres.com/soft
User Subscriptions to the Service
The Service is available to Users as a rolling subscription ("Subscription"), which is provided on the following basis:
The Subscription shall constitute a single revocable non-transferrable licence to use the Service and the Software for the exclusive enjoyment of the subscribing User for the duration of the Subscription, pursuant to the terms of this Agreement.
The Subscription shall begin upon the Commencement Date and shall subsist until such time as it is terminated or revoked.
The Subscription to the Service shall be available to the User for use in relation to a single venue ("Subscription Venue") only. The Service is offered to individual restaurants, cafes, dining venues, and any variations thereof only, whether independent businesses, part/s of a franchise, or partly or wholly-owned subsidiaries. The Service shall be available for the use of the User, and any of its employees or agents, in relation to the Subscription Venue only. The Service is not offered for use in multiple venues to a User with a single Subscription, however nothing in this Agreement shall prevent a User from obtaining multiple Subscriptions for the use of the Service in multiple venues.
In the process of account registration, each User will provide secure login information for access to the Service. The User warrants that it will keep confidential the login information, notwithstanding its communication to any employees or agents of the User for the purpose of access to and use of the Service in relation to the Subscription Venue.
Hospitality Reservations will provide each User with a segment of programming code, which is to be inserted into the User's public website for the purpose of providing an online booking form for use in connection with the Service.
Eligibility
The User hereby warrants to Hospitality Reservations that he/she has legal capacity to enter into this Agreement and the authority to do so on behalf of the Subscription Venue. The User warrants that he/she has read fully all the terms of this Agreement, is capable of understanding those terms, and does understand them.
Payment & Charges
The Subscription Fees are set out in the Subscription Agreement. The Subscription Fees are based on the Subscription Venue's Average Covers Turnover (the average number of customers that may book at the Subscription Venue at any one time, viz., the number of "Covers"). The User hereby agrees to inform Hospitality Reservations immediately in the event of a permanent change in the Subscription Venue's Average Covers Turnover.
Hospitality Reservations reserves the right to change the price of its Subscription Fees for existing Users no more than once per annum, and at its sole discretion. Hospitality Reservations expressly warrants that any increase in Subscription Fees will be by an amount no greater than 5% above the annual variance in the UK Retail Price Index, as published by the Office for National Statistics, for the period between any amendments. All Users will be notified of any changes to their Subscription Fees at least three (3) months in advance of any changes taking effect.
In subscribing to the Service, the User agrees to pay the monthly Subscription Fee for each Payment Month of the Subscription no later than the last day of that same Payment Month. Each User will receive an invoice of the monthly Subscription Fee approximately 7 days before the start of the Payment Month. Payment of the Subscription Fees will fall due upon the first day of the Payment Month.
Payment falls due on the first (1st) of the month for that month's usage of Silverstream. In cases where the User's Commencement Date is different from the first day of the month, any additional usage days shall be billed individually at one thirtieth (1/30) the monthly subscription value and payment for these days shall be due and will be debited on the first of the following month. Except where stated otherwise, all dates and times in this Agreement are set according to Greenwich Mean Time.
The User is responsible for ensuring that payment of the Subscription Fee is successfully completed to Hospitality Reservations by an appropriate method and before the close of the Payment Month. Payment must be made by way of Direct Debit. In the absence of express prior agreement to the contrary between Hospitality Reservations and the User, payment by cash, cheque or any other unspecified form will not be accepted. Please allow up to 5 business days in advance of payment falling due for bank transfers to be completed.
SMS bundles required or used up by the User shall be billed along with the monthly subscription on the first (1st) of each month.
The User may prefer to pay multiple iterations of the monthly Subscription Fee in advance of payment of falling due. Hospitality Reservations will accept advance payment of the Subscription Fees, up to a maximum of 12 months' instalments of Subscription Fees in advance.
All amounts and fees stated or referred to in this Agreement shall be payable in pounds sterling (£) and are exclusive of value added tax, which shall be added to Hospitality Reservations invoice(s) at the appropriate rate.
One Month Grace Period
Hospitality Reservations recognises that unexpected payment complications can sometimes occur. Hospitality Reservations therefore allows each User a Grace Period of one additional Payment Month from the date that payment falls due, during which no additional fees or interest will accrue.
Eg., for a User whose Payment Month starts and ends on the first day of every calendar month, the Subscription Fee for March will be invoiced on or about 1st March, and payment will fall due upon the close of the Payment Month at 12 noon on 1st April. The User will then enjoy a Grace Period of one month until 12 noon on 1st May, within which no additional fees or interest for the March Subscription Fee will accrue.
Late Payment Fees & Interest
If any payment of the Subscription Fees has not been completed before the expiry of the Grace Period, interest will be payable by the User on any part of the unpaid payment which remains due. The interest will begin to accrue from the first day after the expiry of the Grace Period at a rate of 10% per annum above the Bank of England Base Rate, to be calculated daily on a compound basis.
If any monthly payment of the Subscription Fees has not been completed before the expiry of the Grace Period, a fixed Late Payment Fee of £15 will be payable by the User upon the expiry of the Grace Period in relation to that same monthly Subscription Fee.
Hospitality Reservations reserves the right to suspend access to the Service for any User who has failed to make timely payment of the Subscription Fees before the expiry of the Grace Period.
Introductory Offer: Three Month Money-Back Guarantee
Hospitality Reservations understands the importance of trying out a new service before committing to a Subscription. This promotion is intended to offer peace of mind to new Users. As a short-term introductory offer, Hospitality Reservations will provide a Satisfaction Guarantee to all new Users, which shall subsist for the first three Payment Months of the User Subscription. If, during this period, the User is dissatisfied with the Service, Hospitality Reservations will refund to the User any Subscription Fee payments made prior to Termination, and Hospitality Reservations will also waive any invoices of the Subscription Fees otherwise payable for use of the Service within that three-month period. In order to receive the benefit of this Guarantee, the User must cancel their Subscription before the expiry of the third Payment Month (please see the paragraph below for how to cancel a Subscription) and explain the reason for the User's dissatisfaction in the cancellation e-mail. The reason for the User's dissatisfaction must relate to the Service or some part thereof, external and frustrating events (e.g. the User's business is sold, closed down or the business changes) will not be deemed to be a valid reason for cancellation of the Subscription for the purposes of this Guarantee. Upon valid Notice of Cancellation being served before the expiry of the third Payment Month, along with a valid reason being provided for doing so, Hospitality Reservations will immediately waive any outstanding sums payable for the Subscription Fees in the first three Payment Months, and Hospitality Reservations will refund to the User any sums paid for the Subscription Fees prior to Termination. All refunds will be processed using the same method by which they were paid by the User, and refunds will be completed within 28 days of Termination. This promotion is only applicable to Users who have never previously taken out a Subscription. The offer is only applicable to a User in relation to a single Subscription only. Hospitality Reservations reserves the right to withdraw this offer without notice at any time.
Termination & Revocation
All Users are free to cancel their Subscription at any time. Notice of Cancellation must be served by e-mail only, to support@hospres.com. Any attempt to cancel a Subscription by any other means will not be valid. Cancellation of a direct debit or standing order will not result in cancellation of a User Subscription, but will be treated as resulting in non-payment of the Subscription Fees as they fall due. Notice of Cancellation will be deemed to be served on the second business day after the notice is sent (by e-mail).
Upon valid Notice of Cancellation, the User's Subscription will terminate at the close of the Payment Month during which the Notice of Cancellation was served. Any monthly Subscription Fees paid by the User in advance of Termination will be refunded in full for any whole Payment Month which has not yet commenced.
Hospitality Reservations reserves the right to suspend, without notice, access to the Service for any breach of this Agreement. Serious, extended or repeated breaches of the T's & C's contained within this Agreement will result in the immediate revocation of the User's licence to use the Service, and the permanent cancellation of the User's subscription.
Obligations of the User
The User shall:

1. Make every reasonable effort to accommodate any and all booking requests submitted by Customers through the Service, including any requests submitted in the ‘customer comments' section of the booking form.

2. Respond promptly by e-mail to all booking requests submitted by potential Customers through the Service directly to those potential Customers' provided e-mail addresses.

3. Promptly update the booking information on the Hospitality Reservations Server in the event that a Customer informs the User by telephone of amendments or cancellations to their booking reservation.

4. Promptly notify any and all affected Customers of any changes, closures or other unforeseen events which shall affect confirmed booking reservations made by those Customers.

5. Provide consent that (i) the User's business name, (ii) the address of the Subscription Venue and (iii) a link to the User's public website shall be made available on Hospitality Reservations public website.

6. Make available to all potential Customers the User's privacy policy on the User's public website, clearly explaining how all Personal Data (as defined in the Data Protection Act 2018) relating to those Customers will be handled, and in the event of any change to that privacy policy, promptly notify those Customers who shall be affected by the changes.

7. Provide at the earliest reasonable opportunity written signed agreement to the Hospitality Reservations User Data Processing Agreement.

8. Provide Hospitality Reservations with all necessary co-operation in relation to this Agreement. and all necessary access to such information as may be required by Hospitality Reservations in order to provide the Service, including but not limited to the User's data, security access information and configuration services.

9. Comply with all applicable laws and regulations with respect to its activities under this Agreement.

10. Ensure that its network and systems comply with the relevant specifications provided by Hospitality Reservations from time to time. The User shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Hospitality Reservations data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.

11. Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Software and, in the event of any such unauthorised access or use, promptly notify Hospitality Reservations.

Except as may be allowed by any applicable law which is incapable of exclusion by agreement, and except to the extent expressly permitted under this Agreement, the User shall not:

1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display in public (save and except to the extent necessary for access to and use of the Service), transmit, or distribute all or any portion of the Software in any form or media or by any means. or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, or access all or any part of the Service in order to build a product or service which competes with the Service.

2. use the Service to provide services to third parties.

3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party.

4. attempt to obtain, or assist third parties in obtaining, access to the Service and/or the Software.

5. access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts material of a sexual nature, promotes unlawful violence, is discriminatory on the basis of any protected characteristic under the law of England and Wales, or is otherwise illegal or causes damage or injury to any person or property of any form whatsoever. Hospitality Reservations reserves the right, without prejudice or liability to its other rights in relation to the User, to disable the User's access to any material that breaches the provisions of this paragraph.

Hospitality Reservations obligations
Hospitality Reservations will:

1. Co-operate with the User in all matters relating to the Service, and comply with all reasonable instructions of the User.

2. Provide the Service with reasonable care and skill.

3. Maintain and warrant that it has all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

Hospitality Reservations will not:

1. Warrant that the User's use of the Service will be uninterrupted or error-free, or that the Service, Software and/or the information obtained by the User through the Service will meet the User's requirements. or

2. Be held responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service and Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Customer Data and Personal Information
The Service requires that any Customers of the User wishing to make a booking reservation through the Silverstream Service will have to provide Personal Data (as defined in the Data Protection Act 2018) relating to that Customer to Hospitality Reservations for the process of making, confirming or amending any booking reservations made through the Service for and on behalf of the User. Hospitality Reservations may also collect other information about those customers, including but not limited to,

1. Information about the Customer's use of the Service, including the name and location of any User Venues at which the Customer makes booking reservations, the time of any reservations made, the number of people the reservation is made for, the number of times that Customer makes reservations through the Service, and any customer comments provided in relation to those reservations as to the duration and purpose of the booking, or otherwise.

2. Technical information, including the Internet protocol (IP) address used by the Customer to connect the Customer's computer to the Internet, their login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform.

3. Information about the Customer's visit, including the full Uniform Resource Locators (URL) clickstream to, through and from Hospitality Reservations website (including date and time), products or services the Customer viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any e-mail address used to contact us directly.

So far as is compatible with any applicable enacted legislation, the User, and not Hospitality Reservations, shall own all right, title and interest in and to all of the information uploaded by the User's Customers ("Customer Data") through the Customer's use of the Service, and the User shall have sole responsibility for the legality of any of the User's actions involving the use of the Customer Data obtained through the User's use of the Service. Except as expressly provided in the Hospitality Reservations User Data Processing Agreement, Hospitality Reservations assumes no control or responsibility whatsoever over or for the handling of the Customer Data.
Direct Marketing
The User may wish to make use of the Customer Data for the marketing purposes of advertising the services offered in any of the User's Subscription Venues, or any other services offered in its other business premises, those of its affiliates, holding companies, subsidiaries or otherwise. Such marketing purposes may include contacting Customers directly by using the Customer's Personal Information or other Customer Data to advertise its services or make promotional offers or discounts available to those Customers. Such purposes may also include passing on the Customer Data to third parties for those same marketing purposes, including advertising agencies, or other electronic or telecommunications marketing services.
Where the User is to carry out any such marketing activities, it represents, warrants and covenants that it will comply with all applicable laws, enactments, regulations, orders, standards and other similar instruments, and will indemnify, keep indemnified and hold harmless Hospitality Reservations against any claims or penalties arising out of any breach by the User of those laws.
When any Customers of the User make booking reservations through the Service, they will be given an opportunity to opt out of receiving direct marketing communications from the User (or any connected third parties) offering promotional discounts, special offers, or any other marketing from the User. Hospitality Reservations will endeavour to communicate to the User the identity of all Customers who have opted out of receiving direct marketing communications. Since Hospitality Reservations currently provides the Service on an ‘as is' basis, the User acknowledges that to ensure compliance with the current data protection laws and regulations, it will be required to do, and shall do, the following in relation to the Customer Data obtained via the use of the Service by the User and the User's Customers:

1. Only send or permit third parties to send marketing communications to Customers:
1. By e-mail or (SMS) text message.
2. Using Customer Data obtained exclusively through the Customer's use of the Service and by no other means.
3. Relating to similar goods and services to those offered by the User at the relevant Subscription Venue or Venues at which the Customer has made booking reservations.

2. Give the recipient Customer a simple means, without charge, at the time of each marketing communication sent to refuse or opt out of the use of the Customer's contact details for direct marketing purposes (for example, by offering an unsubscribe link or "text STOP to 12345").

3. Honour any communication by the Customer of his/her wish to not permit his/her Customer Data to be used for direct marketing purposes.

User Data, Archiving and Confidentiality
The User shall own all right, title and interest in and to all of the information uploaded by the User ("User Data"), and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.
Hospitality Reservations shall follow its archiving procedures for User Data and Customer Data as set out on its website, as such document may be amended by Hospitality Reservations in its sole discretion from time to time. In the event of any loss or damage to User Data, the User's sole and exclusive remedy shall be for Hospitality Reservations to use reasonable commercial endeavours to restore the lost or damaged User Data or Customer Data from the latest back-up of such User Data or Customer Data maintained by Hospitality Reservations. Hospitality Reservations shall not be responsible for any loss, destruction, alteration or disclosure of User Data or Customer Data caused by any third party.
Insofar as is reasonably practicable for the purpose of the provision of the Service, Hospitality Reservations shall, in providing the Service, keep private and confidential the User Data and Customer Data.
The User acknowledges and agrees that Personal Information may be transferred or stored outside the EEA or the country where the User or Customer is located in order to carry out the Service and Hospitality Reservations other obligations under this agreement.
The User shall ensure that the User is entitled to transfer any relevant personal data to Hospitality Reservations so that Hospitality Reservations may lawfully use, process and transfer the personal data in accordance with this agreement on the User's behalf.
Confidential Information
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
The User acknowledges that details of the Service and the Software constitute Hospitality Reservations Confidential Information. Hospitality Reservations acknowledges that the User Data and Customer Data is the Confidential Information of the User.
Proprietary Rights
The User acknowledges and agrees that Hospitality Reservations own all intellectual property rights in the Service and the Software. Except as expressly stated herein, this Agreement does not grant the User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Software.
Hospitality Reservations confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
Maintenance & Technical Support
Hospitality Reservations is on hand to assist with any unexpected technical difficulties you may encounter. Please contact support@hospres.com for technical support or general assistance.
Hospitality Reservations uses commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for occasional planned maintenance carried out during the maintenance window of between 12am and 7am (User's local time), and unscheduled maintenance, where necessary. Hospitality Reservations will endeavour to provide up to 24 hours' notice of maintenance work where practicable.
Limitation of Liability
Hospitality Reservations shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information (including by hacking), or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement
Except as expressly and specifically provided in this Agreement, the User assumes sole responsibility for results obtained from the use of the Service by the User, and for conclusions drawn from such use. Hospitality Reservations shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Hospitality Reservations by the User in connection with the Service, or any actions taken by Hospitality Reservations at the User's direction.
Except as provided in the Subscription Agreement and this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement
Indemnity
The User shall defend, indemnify and hold harmless Hospitality Reservations against claims, actions or proceedings brought against Hospitality Reservations, and any losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) suffered or incurred by Hospitality Reservations, arising out of or in connection with any breach of this Agreement or the Subscription Agreement, or the User's use or misuse of the Service. In no event shall Hospitality Reservations, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on a modification of the Service by anyone other than Hospitality Reservations, or the User's use of the Service in a manner contrary to the instructions given to the User by Hospitality Reservations, or the User's use of the Service after notice of the alleged or actual infringement from Hospitality Reservations or any appropriate authority.
Severance
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

ASSIGNMENT, VARIATION AND WAIVER
The User shall not, without the express prior consent of Hospitality Reservations, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. In the event that the User sells any or all of its business assets, including any Subscription Venue or contract of management relating to a Subscription Venue, the User's subscription which relates to that same Subscription Venue may be assigned to the buyer provided that:

1. Prior to the sale the selling User notifies Hospitality Reservations of the intention to assign the Subscription to a third party buyer, and informs Hospitality Reservations of the identity of that buyer.

2. The selling User complies with any disclosure requests made by Hospitality Reservations and complies with any other conditions that Hospitality Reservations may attach to the assignment.

3. Hospitality Reservations provides its express consent to the assignment.

4. The buyer promptly signs the Data Processing Agreement and agrees to bear all of the selling User's obligations and liabilities under this Agreement from the completion date of the sale.

Hospitality Reservations may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Hospitality Reservations reserves the right to update or vary these T's & C's from time to time. Users will be asked to agree to any significant changes which are made as and when they take effect. The current version of the T's & C's available at www.hospres.com is the version which shall have effect.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).