Terms & Policies

1. Scope and order of precedence

1.1 This Agreement governs your access to and use of the Channex platform and related services (together, the "Services"). It applies to your first Order and to any later Order that references it. It includes our Privacy Policy, our Acceptable Use Policy, our Security Policy and the Data Protection Addendum at Section 21 below.

1.2 Order of precedence. If there is any conflict or inconsistency between documents, the following order applies, with the first listed prevailing: (a) in respect of the processing of personal data, any European Commission standard contractual clauses, UK International Data Transfer Agreement or Addendum, or other data protection agreement signed between us — these rank first because the clauses themselves require it; (b) any service agreement, partner agreement or addendum signed by an authorised representative of both parties, including its appendices; (c) your Order; (d) this Agreement; (e) any policy referenced in this Agreement. A signed agreement varies this Agreement only to the extent of the conflict — the rest of this Agreement continues to apply.

1.3 This Agreement does not apply to third party products or services that you choose to connect to the Services, which are covered by Section 18 (Third party channels and services).

2. The Services

2.1 Channex provides a hosted inventory management and distribution platform that connects property, hotel and vacation rental systems to online travel agents, booking engines, metasearch channels and other systems that need availability, rate and booking data. The Services are provided over the internet on a subscription basis. There is no software for you to install or host.

2.2 Subject to this Agreement and payment of the applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Services during your Subscription Term, for your own business purposes and in accordance with your Order and our documentation.

2.3 We may change, improve or add to the Services from time to time. We will not make a change that materially reduces the core functionality you are paying for during a Subscription Term without giving you notice under Section 20 (Changes to this Agreement).

2.4 You decide which channels, applications and third parties your properties connect to and share data with. We do not make that choice for you.

3. Your account

3.1 You need a Channex account to place Orders and use the Services. The registration information you give us must be accurate, current and complete, and you must keep it up to date so that we can send you notices, statements and invoices.

3.2 User credentials are issued to named individuals and must not be shared. You must keep them confidential, and tell us promptly if you become aware of any unauthorised use of your account. You are responsible for everything done through your account.

4. Orders and scope of use

4.1 Your Order sets out your authorised scope of use — which may include the number of properties, rooms or units, the number of user seats, and any applicable limits ("Scope of Use") — together with the fees, the currency and the Subscription Term.

4.2 Your users may be your own staff, or contractors, agents or other people acting on your behalf. You are responsible for their compliance with this Agreement.

4.3 You may increase your Scope of Use at any time, through the platform or by placing a new Order. We will charge the additional fees at the rates then applying to your account, in your next billing cycle.

4.4 If you purchase the Services through an authorised reseller or partner, your Scope of Use is as stated in the Order that partner places for you, and your commercial relationship — including payment, support and cancellation — is with them.

5. Your data

5.1 "Your Data" means all data and content you or your users submit to, or generate through, the Services — including property details, room types, rate plans, availability, prices, restrictions, bookings and guest details.

5.2 Your Data belongs to you. You retain all right, title and interest in it. We claim no ownership of it.

5.3 You grant us a non-exclusive, worldwide, royalty-free right to host, copy, store, transmit and process Your Data solely to the extent necessary to provide the Services to you — including transmitting it to the channels and third parties you have chosen to connect — to provide support you request, and to comply with our legal obligations. We will not use Your Data for any other purpose.

5.4 We will not approach your customers. We will not use Your Data to contact, market to, or enter into a business relationship with your clients or their guests, other than as necessary to deliver the Services you have asked us to deliver. This Section 5.4 survives termination of this Agreement.

5.5 You are responsible for the accuracy and legality of Your Data, and for having the rights and permissions needed to provide it to us and to have us transmit it to the channels you connect. Personal data is dealt with in Section 21 (Data Protection Addendum).

5.6 We may generate aggregated, anonymised statistics from platform usage in order to operate, secure and improve the Services. Such statistics never identify you, your properties, your guests or your data.

6. Acceptable use and content

6.1 Your use of the Services must comply with our Acceptable Use Policy and with all applicable laws, including travel, consumer, data protection and anti-spam laws.

6.2 We take a zero tolerance approach to unsolicited messaging. You must not use the Services to send spam, and if you resell or provide access to the Services to your own clients, your terms with them must prohibit the same. The transmission of adult content through the Services is prohibited.

6.3 We have no obligation to monitor content submitted to the Services, and we do not routinely inspect Your Data. Where we reasonably believe content or activity breaches this Agreement, endangers the Services, or exposes us or other customers to legal risk, we may remove the content or suspend the affected access under Section 12 (Suspension).

7. Security

7.1 We implement appropriate technical and organisational measures designed to protect Your Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. Those measures are described in our Security Policy, which forms part of this Agreement.

7.2 Using the Services necessarily involves transmitting data across networks we do not own or control. While we encrypt data in transit and take the measures described in our Security Policy, no system can be guaranteed impenetrable, and we cannot warrant that our measures or those of our suppliers will never be defeated.

7.3 Card processing for the Services is carried out by PCI DSS compliant service providers. Each party is responsible for its own compliance with the Payment Card Industry Data Security Standard in respect of cardholder data within its own environment.

8. Support

8.1 Technical support is included in your subscription fees at no additional charge. We provide support by web chat, email and telephone during our published support hours.

8.2 Where you provide the Services to your own clients under a partner or reseller arrangement, you provide first line support to those clients and we provide second line support to you.

9. Service availability

9.1 We will provide the Services with the level of skill and care reasonably expected of a competent provider of comparable services, and will use commercially reasonable efforts to correct any error or interruption as soon as possible.

9.2 Uptime commitment. We will provide at least 99.5% uptime availability, measured monthly. At 99.5%, permitted unavailability is approximately 3 hours 39 minutes per month, or 1 day 19 hours 49 minutes per year.

9.3 The uptime commitment excludes scheduled maintenance — including regular error corrections and software updates — and unavailability caused by a Force Majeure Event, by your own systems or connectivity, or by a third party channel or service you have connected. We will not carry out scheduled maintenance between 06:00 and 18:00 GMT.

9.4 Remedy. If we fail to meet the uptime commitment in any month, you may terminate this Agreement immediately on written notice, and we will refund any fees you have prepaid for the unused remainder of your Subscription Term.

10. Fees and payment

10.1 Currency and rates. Fees are charged in the currency stated in your Order, at the rates set out in it.

10.2 Invoicing. Unless your Order says otherwise, fees are invoiced monthly in arrears on the 1st of each month and are due within fourteen (14) days of the invoice date. Where you pay by card, you authorise us to charge that card for subscription fees, renewals and any additional usage.

10.3 Price changes. We may change our fees on ninety (90) days' advance written notice. A change takes effect at the end of that notice period and applies to existing and future properties alike. If you do not accept a price change, you may terminate under Section 13.4 before it takes effect.

10.4 Taxes. Fees exclude VAT and any other applicable taxes or duties, which you will pay in addition where they are chargeable. If you hold a valid exemption, tell us and we will provide the invoicing documentation you need.

10.5 Except as set out in Section 9.4 (service availability remedy), Section 11 (30-day satisfaction refund), Section 20.3 (changes you do not accept) and Section 21.7 (subprocessor objection), fees are non-refundable and non-creditable once due.

11. 30-day satisfaction refund

If you are a new customer and you are not satisfied with the Services, you may cancel within 30 days of your first payment and we will refund your first monthly invoice in full. This right applies to new customers only and is limited to the first monthly invoice. To use it, contact us at support@channex.io within the 30-day period.

12. Suspension

12.1 We may suspend your access to the Services, without liability, if an invoice remains unpaid more than thirty (30) days after its due date, or if your use of the Services breaches the Acceptable Use Policy or applicable law.

12.2 We will give you notice and a reasonable opportunity to put things right before suspending, unless the problem is urgent — for example where your account is compromised, or your use threatens the security or operation of the Services or other customers — in which case we may suspend immediately and tell you promptly afterwards.

12.3 Suspension is limited to what is necessary, and we will restore access promptly once the cause is resolved.

13. Term, renewal and termination

13.1 Term. Unless your Order says otherwise, the initial Subscription Term is one (1) year from the start date in your Order.

13.2 Renewal. The Subscription Term renews automatically for successive periods of one (1) year unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

13.3 Termination for breach or insolvency. Either party may terminate immediately on written notice if the other materially breaches this Agreement and does not remedy the breach within thirty (30) days of a written request to do so, or if the other enters into bankruptcy, administration, liquidation, composition proceedings or any similar proceedings.

13.4 Termination for convenience. Either party may terminate this Agreement for any reason on thirty (30) calendar days' written notice.

13.5 Effect of termination. On termination, your right to access the Services ends. Rights and obligations that accrued before termination — including your obligation to pay fees already due, and either party's right to claim for a breach that existed at or before termination — are unaffected. Except where this Agreement says otherwise, you will not receive a credit or refund for prepaid but unused fees on a termination for convenience by you.

13.6 Transition assistance. If you ask us in writing, we will provide reasonable transition assistance for up to sixty (60) days after termination, at your cost. We will agree the scope and fees with you in writing before we start. This is conditional on your account not being in material payment breach.

13.7 Return and deletion of Your Data. During the Subscription Term and for thirty (30) days after it ends, you may export Your Data from the platform, or ask us to provide it to you in a commonly used format. After that period we may delete Your Data in accordance with the retention schedule in our Security Policy.

13.8 Survival. The following survive termination: Sections 5.2 and 5.4 (ownership of and non-approach to Your Data), 10 (Fees and payment, in respect of amounts already due), 13.5 to 13.8 (effect of termination, transition assistance, return and deletion of Your Data, and this Section), 14 (Restrictions), 16 (Ownership and feedback), 17 (Confidentiality), 19.2 (Warranty disclaimer), 19.3 (Limitation of liability), 19.4 (Indemnities), 21.13 and 21.14 (deletion of personal data, and liability under the Data Protection Addendum), 22 (Governing law and jurisdiction) and 25 (General).

14. Restrictions

Except as expressly permitted in this Agreement, in your Order, or in a separate agreement signed by us, you will not:

• rent, lease, sell, sublicense, transfer or provide access to the Services to a third party;
• use the Services for the benefit of, or to provide a service to, a third party;
• incorporate the Services into a product or service you supply to a third party;
• reverse engineer, decompile or disassemble any part of the Services, or attempt to derive their source code or non-public APIs, except to the extent the law permits despite this restriction;
• circumvent or interfere with any mechanism in the Services intended to limit your use, or with any security or authentication measure;
• remove or obscure any proprietary notice in the Services; or
• access the Services in order to build a competing product.

Partners and resellers. The first three restrictions above do not apply to the extent we have appointed you as a reseller, or granted you white label or embedding rights, under a signed agreement. If you have such an agreement, that agreement defines what you may do and prevails under Section 1.2.

15. Branding and attribution

15.1 Unless we have agreed otherwise in writing, where you present the Services or their output to your own users you should include a reasonable attribution to Channex.

15.2 White label. This attribution requirement does not apply where we have granted you white label rights under a signed agreement. Under such an agreement you may apply your own branding and styling to the platform, and no Channex attribution is required. Fees may apply where custom development work is needed to deliver your branding.

16. Ownership and feedback

16.1 The Services are made available to you on a subscription basis. We and our licensors retain all right, title and interest in the Services, the platform, all underlying technology, and any modifications or derivative works of them. No rights are granted to you except those expressly set out in this Agreement.

16.2 If you choose to send us suggestions, ideas or other feedback about the Services, we may use it freely to develop and improve our products, without obligation or payment to you. Feedback is not your Confidential Information. This does not give us any rights in Your Data.

17. Confidentiality

17.1 Each party may receive information from the other that is identified as confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure ("Confidential Information"). Your Data is your Confidential Information. The non-public technical and commercial details of the Services are ours.

17.2 The receiving party will keep the other's Confidential Information confidential, use it only to perform this Agreement, and disclose it only to those of its personnel and professional advisers who need it and are bound by equivalent obligations.

17.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information where required by law, regulation or court order, giving the other party advance notice where it is lawful to do so.

18. Third party channels and services

18.1 The Services connect to online travel agents, booking engines, metasearch providers, property management systems, payment providers and other third parties. Those third parties are not under our control. Your relationship with each of them — including their commercial terms, their commission, their content rules and their treatment of your data — is between you and them.

18.2 We do not warrant the availability, accuracy or performance of any third party channel or service, and we are not liable for a third party's acts, omissions, outages or changes to its interfaces. Where a channel changes or withdraws its interface, we will use commercially reasonable efforts to update the Services, but we cannot guarantee continuity of any particular connection.

18.3 When you connect a third party to your account, you authorise us to exchange Your Data with it as needed for that connection to work.

19. Warranties, liability and indemnities

20. Changes to this Agreement

20.1 We may update this Agreement and the policies it references — to reflect changes in the law, new regulatory requirements, or changes to the Services.

20.2 If a change materially reduces your rights, we will notify you at least thirty (30) days before it takes effect, by email to your billing or technical contact or by a notice in the platform. Other changes take effect when published.

20.3 If you do not accept a change that materially reduces your rights, you may terminate before it takes effect, and we will refund a pro rata share of any fees you have prepaid for the period after termination. Continuing to use the Services after the change takes effect means you accept it.

20.4 Signed agreements. Where you have a signed service agreement, partner agreement or addendum with us, we may not vary the terms of that signed document by updating this Agreement. Changes to a signed document require a written instrument executed by authorised representatives of both parties.

21. Data Protection Addendum

22. Governing law and jurisdiction

22.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of England and Wales.

22.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

22.3 Before starting proceedings, the parties will consult in good faith and try to reach a resolution. This does not prevent either party from applying to any court of competent jurisdiction for injunctive or other urgent relief, in particular to protect intellectual property rights or Confidential Information.

23. Publicity

We will not identify you as a Channex customer, or use your name or logo in our promotional materials, without your prior written consent. Where you give consent, you may withdraw it at any time by emailing support@channex.io, and we will remove the reference from materials under our control within thirty (30) days.

24. Force majeure

24.1 Neither party is liable for any delay or failure to perform (other than a failure to pay amounts due) caused by an event beyond its reasonable control — including strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, failure of power, telecommunications or data networks, or refusal of a licence by a government agency (a "Force Majeure Event").

24.2 The affected party will give written notice within five (5) business days of the event, describing its nature and expected duration, and will use commercially reasonable efforts to mitigate and overcome it. If a Force Majeure Event continues for sixty (60) consecutive days or more, either party may terminate this Agreement on fourteen (14) days' written notice without liability, other than for fees already due and payable.

25. General

25.1 Notices. Notices under this Agreement must be in writing, in English. Notices to us go to support@channex.io. Notices to you go to the email address on your account, or through the platform, and are deemed given on the next business day after sending.

25.2 Assignment. You may not assign or transfer this Agreement without our prior written consent, which we will not unreasonably withhold if the assignee agrees to be bound by it. We may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of our assets. On a merger or consolidation of either party, the surviving entity is bound by this Agreement.

25.3 Independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. Neither party may bind the other.

25.4 Costs. Except as a court orders, each party bears its own legal costs in relation to any dispute.

25.5 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be applied in the narrowest way that makes it enforceable, or severed if that is not possible, and the remaining provisions continue in full force.

25.6 Waiver. A failure or delay in enforcing a provision is not a waiver of it, and does not prevent later enforcement.

25.7 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

25.8 Entire agreement. This Agreement, together with your Order and any signed agreement or addendum between us, is the entire agreement between the parties about the Services, and supersedes all prior communications, proposals and representations about them. Section 1.2 governs any conflict between those documents. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

25.9 Interpretation. "Including" means "including without limitation". Section headings are for convenience and do not affect interpretation.