1.1 About Amberdwell

Amberdwell is an independent hospitality evaluation organisation operated by SIA Amberdwell (“Amberdwell”, “we”, “us” or “our”).

Amberdwell identifies, evaluates and recognises hospitality properties through independent research, structured assessment and professional evaluation using the proprietary Amberdwell Index methodology.

The Amberdwell Index is a structured 150-point hospitality evaluation framework designed to assess hospitality performance, guest experience and quality consistency across multiple dimensions.

Amberdwell may maintain registries, publish Evaluation Results and hospitality research, issue recognition materials, provide professional evaluation-related services and support independent hospitality discovery initiatives.

1.2 Purpose and Scope

These Terms govern, where applicable:

1. the independent identification and consideration of hospitality Properties;

2. Evaluations conducted through the Amberdwell Index;

3. Evaluation Results, classifications and Qualification;

4. inclusion in and administration of the Amberdwell Registry;

5. monitoring, reassessment, correction, suspension and withdrawal of Qualification;

6. optional Services and Materials supplied by Amberdwell;

7. use of Amberdwell names, Marks, Materials, reports and Intellectual Property Rights;

8. the relationship between Amberdwell Evaluation Results and eligibility for separate hospitality platforms, including HOTELS WE TRUST; and

9. contractual relationships between Amberdwell and Clients where separate paid Services are accepted.

1.3 Independent Evaluation Does Not Automatically Create a Contract

Amberdwell may independently identify, research, consider and evaluate a Property without the Property requesting such Evaluation and without creating a contractual or commercial relationship between Amberdwell and the Property.

A Property may therefore be evaluated, Qualified, included in the Amberdwell Registry or referred to in Amberdwell publications without becoming a Client.

A contractual payment obligation arises only where a person or entity expressly accepts a paid Service or enters into a separate commercial agreement with Amberdwell.

1.4 Acceptance of these Terms

Where a Client enters into an agreement with Amberdwell, orders or accepts a paid Service, receives licensed Materials or otherwise expressly agrees to these Terms, these Terms form part of the contractual relationship between Amberdwell and that Client.

Where a separate written agreement applies, these Terms shall be incorporated into that agreement unless expressly stated otherwise.

1.5 Business-to-Business Scope

Paid Services governed by these Terms are intended for persons or entities acting for purposes relating to their trade, business, craft or profession.

By entering into a commercial agreement with Amberdwell, the Client confirms that it is acting in a professional or business capacity and not as a consumer.

1.6 Independent and Non-Governmental Nature

Amberdwell is a private and independent hospitality evaluation organisation.

Neither Amberdwell nor the Amberdwell Index constitutes:

1. a governmental authority;

2. a governmental licence, permit or approval;

3. statutory or regulatory certification;

4. an official hotel classification;

5. a hotel star-rating system;

6. legal, technical, health, fire, security or safety certification;

7. regulatory inspection; or

8. governmental endorsement.

1.7 Nature of Amberdwell Opinions

Any Evaluation, score, classification, Qualification, observation or other Evaluation Result represents Amberdwell’s independent professional opinion based on its methodology and the information reasonably available at the relevant time.

It does not constitute a guarantee, warranty or representation that any Property will provide any particular experience to any individual guest or continue to perform at the same level in the future.

3.1 Independent Identification

Amberdwell independently identifies Properties for research, consideration and potential Evaluation based on criteria determined by Amberdwell.

Identification or consideration does not guarantee that a Property will be evaluated, Qualified, published or invited to participate in any separate platform or commercial service.

3.2 No Automatic Right to Evaluation

No Property has an automatic right to require Amberdwell to conduct an Evaluation.

Where Amberdwell accepts enquiries or information from Properties, such communication does not create an entitlement to Evaluation or Qualification.

3.3 Selection Cannot Be Purchased

Payment, commercial participation, advertising expenditure, sponsorship, subscription or purchase of any Amberdwell or HWT service cannot purchase or guarantee selection for independent Evaluation.

3.4 Independence from Commercial Relationships

Where Amberdwell conducts an Evaluation, the Evaluation Result shall be determined independently under the methodology applicable at the relevant time.

The Evaluation Result shall not be influenced by whether the Property:

1. has purchased a commercial Service;

2. intends to purchase a commercial Service;

3. participates in HWT;

4. declines commercial participation;

5. has previously purchased Services; or

6. has any other commercial relationship with Amberdwell or HWT.

4.1 Evaluation Framework

The Amberdwell Index is a proprietary 150-point hospitality evaluation framework.

Amberdwell evaluates hospitality performance across multiple dimensions of the Property and guest experience in accordance with the methodology applicable at the time of Evaluation.

4.2 Sources of Information

Amberdwell may use information lawfully obtained from sources including:

1. official Property websites and booking channels;

2. online travel agencies and booking platforms;

3. guest-review platforms;

4. publicly available business profiles and directories;

5. social media;

6. photographs, videos and other publicly accessible information;

7. media publications;

8. information supplied by the Property or Client;

9. independent observations or verification activities; and

10. other sources Amberdwell reasonably considers relevant.

4.3 Assessment of Evidence

Amberdwell retains independent professional judgement regarding:

1. which sources are considered;

2. the reliability and relevance attributed to individual sources;

3. the weight given to available evidence;

4. the interpretation of conflicting information;

5. scoring of individual criteria;

6. classifications and Qualification decisions; and

7. whether additional research or verification is appropriate.

4.4 Third-Party Information

Amberdwell uses reasonable professional care when assessing available information but does not warrant that information obtained from independent third parties is complete, accurate, current or free from error.

Third-party ratings, reviews, listings, photographs and other information may change without notice.

4.5 Property-Supplied Information

A Property or Client supplying information to Amberdwell is responsible for ensuring that such information is accurate, current and not materially misleading.

Amberdwell may correct or revise an Evaluation Result where information relied upon during an Evaluation is subsequently shown to have been materially inaccurate, incomplete, manipulated or misleading.

4.6 Methodology Development

Amberdwell may modify, refine or develop the Amberdwell Index, including its criteria, scoring principles, evidence requirements, assessment procedures and classifications.

Different versions of the methodology may therefore apply to Evaluations conducted at different times.

Unless expressly stated otherwise, an Evaluation shall be assessed according to the methodology applicable when that Evaluation is conducted.

4.7 Proprietary Methodology

Amberdwell may publish general information explaining the purpose and structure of the Amberdwell Index.

Amberdwell is not required to disclose proprietary scoring logic, internal weighting, detailed criteria, evaluator notes, internal procedures, confidential assessment methods, algorithms, trade secrets or other proprietary know-how.

5.1 Nature of Evaluation Results

Evaluation Results constitute Amberdwell’s independent professional opinion based on the evidence reasonably available at the time of Evaluation.

Evaluation necessarily involves professional judgement and does not constitute an objectively verifiable guarantee regarding every aspect of the Property.

5.2 Qualification Threshold

A Property achieving an Amberdwell Index score of 130 out of 150 or higher meets the general Amberdwell Qualification threshold, subject to the applicable methodology and any integrity, verification or eligibility requirements in force at the time of Evaluation.

A score below 130 does not meet the Qualification threshold.

5.3 Qualification Cannot Be Purchased

Qualification is determined independently of payment.

A Property cannot purchase:

1. Qualification;

2. a particular score;

3. an increased score;

4. a particular classification;

5. a favourable Evaluation Result;

6. continued Qualification; or

7. protection from future reassessment.

5.4 No Payment Obligation from Qualification

A Property does not incur any payment obligation merely because Amberdwell:

1. identifies or researches the Property;

2. conducts an independent Evaluation;

3. assigns an Evaluation Result;

4. determines that the Property is Qualified;

5. records the Property in the Amberdwell Registry; or

6. informs the Property of its Evaluation Result or Qualification.

Payment becomes due only where a Client separately orders, accepts or contracts for a paid Service.

5.5 Point-in-Time Assessment

An Evaluation Result reflects Amberdwell’s assessment at the relevant time.

The quality, management, condition, reputation, service delivery and other characteristics of a Property may subsequently change.

Qualification must therefore not be interpreted as a permanent guarantee of future quality or performance.

5.6 No Permanent Entitlement

Qualification does not create a permanent or irrevocable status.

It may be reassessed, superseded, corrected, suspended, withdrawn or allowed to expire in accordance with these Terms and Amberdwell’s applicable methodology.

5.7 No Right to a Particular Outcome

No Property has a contractual or other entitlement to:

1. any particular Evaluation Result;

2. Qualification;

3. continued Qualification;

4. publication;

5. Registry inclusion;

6. any particular presentation or prominence; or

7. participation in any separate platform or commercial service.

5.8 Factual Correction Requests

A Property may notify Amberdwell of a demonstrable material factual error in information relied upon for an Evaluation or published by Amberdwell.

Amberdwell may review substantiated correction requests in good faith and correct verified factual inaccuracies where appropriate.

A factual correction request does not constitute an appeal or negotiation of Amberdwell’s methodology, weighting, professional judgement, scoring or evaluative conclusions.

6.1 Purpose

Amberdwell may maintain the Amberdwell Registry as an official record or publication of Properties that have achieved Qualification.

6.2 Registry Information

Subject to applicable law and Amberdwell’s publication policies, Registry information may include:

1. Property name;

2. Property location;

3. Amberdwell Index score;

4. classification;

5. Qualification status;

6. Evaluation or Qualification year;

7. selected Evaluation observations;

8. Property website;

9. factual Property information; and

10. other information reasonably relevant to the purpose of the Registry.

6.3 Registry Inclusion

A Qualified Property may be included in the Registry at Amberdwell’s discretion.

Qualification does not create an enforceable contractual right to publication or continued publication.

6.4 Editorial Control

Amberdwell retains editorial discretion concerning:

1. Registry design;

2. information architecture;

3. presentation;

4. descriptions;

5. categories;

6. search and filtering;

7. geographic organisation;

8. maps; and

9. other Registry functionality.

6.5 Modification or Discontinuation

Amberdwell may modify the structure, functionality, design or content of the Registry or discontinue any Registry, map or related publication.

6.6 Historical Records

Amberdwell may retain historical records of Evaluations and Qualification for legitimate methodological, evidential, statistical, archival, business or legal purposes, subject to applicable law.

Where appropriate, Amberdwell may identify a historical status as expired, superseded, suspended or withdrawn.

7.1 Separate Functions

HOTELS WE TRUST is a separate traveller-facing hospitality discovery and distribution platform.

Amberdwell provides the independent evaluation layer through which Properties may be assessed for potential HWT eligibility.

7.2 Minimum Evaluation Requirement

Unless HWT expressly establishes otherwise for a specific category or purpose, a Property must achieve an Amberdwell Index score of at least 130 out of 150 to be eligible for consideration for HWT participation.

7.3 Qualification Does Not Guarantee HWT Participation

Amberdwell Qualification establishes that the Property has met the general Amberdwell quality threshold.

It does not automatically confer:

1. invitation to HWT;

2. acceptance into HWT;

3. publication on HWT;

4. continued HWT participation; or

5. any contractual right to participate in HWT.

7.4 Additional HWT Considerations

HWT may consider additional legitimate factors when deciding whether to invite or continue to include a Qualified Property, including:

1. relevance to the HWT collection;

2. quality consistency;

3. geographic representation;

4. Property type and positioning;

5. portfolio composition;

6. operational status;

7. suitability for traveller discovery;

8. availability of appropriate booking or enquiry channels; and

9. other reasonable editorial, operational or portfolio considerations.

7.5 Commercial Separation

Commercial participation in HWT is governed by separate HOTELS WE TRUST Property Participation Terms or another applicable agreement.

Any HWT subscription, participation fee or other commercial payment:

1. does not purchase an Amberdwell Evaluation Result;

2. does not purchase Qualification;

3. does not increase or alter an Amberdwell Index score;

4. does not guarantee continued Qualification;

5. does not prevent reassessment; and

6. does not guarantee continued HWT eligibility.

The independent Amberdwell Evaluation process and commercial HWT participation are separate.

8.1 Optional Services

Amberdwell may offer Clients optional Services including, where applicable:

1. detailed Evaluation Reports;

2. Executive Evaluation Reports;

3. licensed digital Materials;

4. physical recognition Materials;

5. analytical services;

6. additional reassessments or verification; and

7. other professional hospitality-related services.

8.2 No Requirement to Purchase

Unless expressly stated otherwise, purchasing an optional Service is voluntary and is not required to obtain or retain an independently determined Qualification.

8.3 No Influence on Qualification

Purchasing, declining, cancelling or not renewing an optional Service shall not retrospectively alter the independent Evaluation Result upon which Qualification was determined.

8.4 Separate Commercial Terms

The scope, deliverables, timing, fee and conditions applicable to an optional Service may be specified in a separate proposal, order, invoice, agreement or service description.

9.1 Fees

Where paid Services are ordered, the Client shall pay the applicable fees specified in the relevant agreement, proposal, order or invoice.

Unless otherwise stated, fees are expressed in Euro (EUR) and exclude VAT where applicable.

9.2 Nature of Fees

Any fee charged by Amberdwell constitutes consideration solely for the specific Services, rights, Materials or deliverables identified in the applicable commercial arrangement.

No fee constitutes payment for Qualification, a predetermined score or a guaranteed Evaluation Result.

9.3 Payment

Amberdwell may require full or partial payment before commencing or completing a paid Service, issuing licensed Materials or delivering agreed commercial deliverables.

9.4 Late Payment

Where a Client fails to pay an undisputed amount when due, Amberdwell may, subject to applicable law:

1. suspend performance of affected paid Services;

2. withhold undelivered Materials;

3. charge applicable late-payment interest;

4. recover legally permitted collection costs; and

5. exercise other remedies available under applicable law or agreement.

Non-payment for a commercial Service does not retrospectively alter an independently determined Evaluation Result or Qualification.

9.5 Refunds

Except where required by applicable law or expressly agreed otherwise, fees attributable to Services already performed, commenced, produced, reserved, licensed or delivered are non-refundable.

Any entitlement to a refund relating to Services not yet performed shall be determined according to the applicable agreement and mandatory law.

10.1 Evaluation Reports

Amberdwell may provide Clients with detailed Evaluation Reports, Executive Evaluation Reports or other analytical Materials.

10.2 Confidential Status

Unless expressly designated for public use, detailed Evaluation Reports, internal scoring materials and similar documents supplied by Amberdwell are confidential and intended for the Client’s internal management and business use.

10.3 Restrictions

Without Amberdwell’s prior written consent, the Client shall not:

1. publish a confidential Report in full;

2. distribute it publicly;

3. sell or sublicense it;

4. materially alter it and represent the altered version as an Amberdwell document;

5. selectively quote it in a materially misleading manner; or

6. use it as or represent it to be statutory, legal, technical or safety certification.

10.4 Permitted Public Information

Amberdwell may separately authorise publication of specified scores, classifications, observations, extracts, badges or other Materials.

Permission to publish an extract does not constitute permission to publish the complete Report.

11.1 Factual Information

Amberdwell may research, analyse, reference and publish factual information concerning Properties where permitted by applicable law.

11.2 Client-Supplied Materials

Where a Client supplies Amberdwell with photographs, logos, descriptions, videos or other Materials for publication or use in Services, the Client grants Amberdwell a non-exclusive, worldwide, royalty-free licence to use, reproduce, resize, crop, format, adapt, display and publish those Materials to the extent reasonably necessary to provide the relevant Services and associated promotion.

11.3 Rights Warranty

The Client represents and warrants that it owns or otherwise possesses sufficient rights and permissions to provide Client-supplied Materials and to grant the rights described in Section 11.2.

11.4 Third-Party Intellectual Property

The fact that photographs, text, logos or other content are publicly accessible does not by itself transfer copyright or other Intellectual Property Rights to Amberdwell.

Amberdwell may use third-party protected content only where such use is permitted by applicable law, licence, authorisation or another lawful basis.

11.5 Accuracy

A Client shall promptly notify Amberdwell if it becomes aware that material factual information supplied by that Client and published by Amberdwell is materially inaccurate.

Amberdwell may correct verified factual inaccuracies where reasonably appropriate.

12.1 Ownership

All Intellectual Property Rights relating to:

1. Amberdwell;

2. the Amberdwell Index;

3. evaluation methodologies;

4. criteria and scoring systems;

5. internal assessment processes;

6. Marks;

7. proprietary Registry and database elements;

8. Evaluation Materials;

9. reports, templates and documentation;

10. proprietary text, graphics and digital Materials; and

11. related know-how, systems and confidential information,

shall remain the property of Amberdwell or the applicable rights holder.

12.2 No Transfer of Ownership

Nothing in these Terms or any Service transfers ownership of Amberdwell Intellectual Property Rights to a Property or Client.

12.3 Limited Licence

Where Amberdwell expressly provides Materials for public use, the Client receives only a limited, non-exclusive, non-transferable and revocable licence to use those Materials for the purposes and period specified by Amberdwell.

12.4 Restrictions

Except where expressly permitted by Amberdwell or mandatory law, the Client shall not:

1. reproduce or replicate the Amberdwell Index;

2. copy proprietary evaluation criteria;

3. reverse engineer or attempt to derive confidential scoring logic or weighting;

4. reproduce proprietary assessment procedures;

5. create derivative evaluation systems substantially reproducing Amberdwell proprietary methodology;

6. modify Amberdwell Marks in an unauthorised manner;

7. sublicense Amberdwell Materials;

8. use Property-specific Materials for another Property; or

9. register or attempt to register any trademark, domain, company name, social-media identifier or other identifier that unlawfully infringes or is confusingly similar to Amberdwell Marks.

12.5 Publication Does Not Disclose Methodology

Disclosure of a score, category score, classification, Qualification or Evaluation observation does not constitute disclosure, transfer or licensing of the underlying methodology, weighting, scoring logic, criteria or know-how.

12.6 Protection of Rights

Amberdwell may require correction or removal of unauthorised, misleading or infringing use of its Marks or Materials and may pursue remedies available under applicable law.

13.1 Right to Reassess

Amberdwell may review or reassess a Property where reasonably appropriate to determine whether its Evaluation Result or Qualification remains appropriate.

13.2 Relevant Changes

A reassessment may be initiated following:

1. material changes in guest feedback;

2. material changes in reputation;

3. ownership or management changes;

4. rebranding;

5. significant operational changes;

6. significant renovation or deterioration;

7. changes in service standards;

8. credible information relevant to Qualification;

9. material changes in publicly available information; or

10. the passage of time since the previous Evaluation.

13.3 Methods of Reassessment

Reassessment may be conducted through:

1. desk research;

2. digital evaluation;

3. publicly available information;

4. information requested from the Property;

5. independent verification;

6. an on-site evaluation where Amberdwell considers one appropriate; or

7. any reasonable combination of these methods.

13.4 Cooperation

Where a contractual relationship exists, the Client shall reasonably cooperate with legitimate requests for information relevant to reassessment.

13.5 No Continuous Monitoring Obligation

Amberdwell is not obliged to continuously monitor, inspect or reassess every Qualified Property.

The absence of monitoring or reassessment does not constitute confirmation or a warranty that a Property continues to meet the Qualification standard.

14.1 Right to Act

Amberdwell may correct, revise, suspend or withdraw an Evaluation Result, Qualification, Registry status or related recognition where it reasonably determines that such action is necessary to protect the accuracy, credibility or integrity of the Amberdwell evaluation system.

14.2 Grounds

Relevant grounds may include:

1. materially false, inaccurate or misleading information;

2. material deterioration in hospitality performance;

3. failure to continue meeting the applicable Qualification standard;

4. material operational or reputational changes;

5. misuse of Amberdwell Marks or Materials;

6. fraud, manipulation or attempted interference with the Evaluation process;

7. closure or material change in the identity of the Property;

8. credible legal or regulatory circumstances materially relevant to the integrity of Qualification; or

9. any other material circumstance that makes continued Qualification reasonably inappropriate.

14.3 Immediate Suspension

Amberdwell may temporarily suspend Qualification or publication while a material concern is being reviewed where it reasonably considers immediate action necessary.

14.4 Opportunity to Clarify

Where reasonably appropriate, Amberdwell may request information or clarification from the Property before making a final withdrawal decision.

Amberdwell is not obliged to provide such an opportunity where immediate action is reasonably necessary or where doing so would be impracticable.

14.5 Consequences

Following suspension or withdrawal, Amberdwell may:

1. change the Property’s Registry status;

2. remove the Property from current Registry presentation;

3. retain an appropriate historical record;

4. withdraw permission to use applicable licensed Materials; and

5. communicate the changed Evaluation or Qualification status to HWT where relevant to HWT eligibility.

14.6 Payment Does Not Prevent Action

Payment for any Amberdwell or HWT commercial Service does not prevent Amberdwell from correcting, suspending or withdrawing Qualification where justified under these Terms.

15.1 Independent Platforms

Amberdwell may rely upon, reference or link to independent websites, booking platforms, review services, social networks and other third-party services.

Unless expressly stated otherwise, Amberdwell does not own or control those services.

15.2 No Responsibility for Third-Party Information

To the maximum extent permitted by applicable law, Amberdwell is not responsible for:

1. third-party platform availability;

2. errors or omissions in third-party information;

3. changes in third-party ratings or reviews;

4. third-party algorithms or ranking systems;

5. third-party policies;

6. removal or alteration of third-party content; or

7. acts or omissions of independent third-party providers.

15.3 Third-Party Marks

Third-party names, logos and trademarks remain the property of their respective owners.

Reference to a third-party platform does not imply endorsement, sponsorship or affiliation unless expressly stated.

16.1 No Commercial Guarantee

Neither Evaluation, Qualification, Registry inclusion, publication, Materials, Reports nor Services guarantee:

1. bookings;

2. occupancy;

3. revenue;

4. profitability;

5. customer acquisition;

6. direct bookings;

7. website traffic;

8. improved reputation;

9. media coverage;

10. market positioning;

11. search-engine rankings;

12. visibility in artificial-intelligence systems;

13. recommendation by AI assistants, search engines, travel platforms or other third parties; or

14. any other commercial, financial or business outcome.

16.2 No Guest Guarantee

Qualification does not guarantee that every guest will have the same experience or that a Property will be suitable for every traveller.

16.3 No Professional Advice

Unless expressly contracted as such, Amberdwell Evaluation Materials do not constitute legal, financial, investment, tax, engineering, safety or regulatory advice.

18.1 Mandatory Law

This Section applies to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

18.2 Excluded Losses

To the maximum extent permitted by applicable law, Amberdwell shall not be liable for indirect, incidental, special or consequential losses arising out of or in connection with a paid Service, including loss of:

1. profit;

2. revenue;

3. business;

4. bookings;

5. anticipated savings;

6. business opportunity;

7. goodwill;

8. reputation; or

9. data.

18.3 Liability Cap for Paid Services

To the maximum extent permitted by applicable law, Amberdwell’s aggregate contractual liability arising out of or in connection with a paid Service shall not exceed the total fees actually paid by the relevant Client to Amberdwell for the specific Service giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

18.4 Independent Unpaid Evaluations

Where no fee has been paid to Amberdwell in connection with an independent Evaluation, Qualification or Registry publication, no contractual relationship or contractual liability shall arise merely from that unpaid activity.

Nothing in this Section excludes any liability arising independently under mandatory applicable law.

18.5 Third-Party Decisions

Amberdwell shall not be responsible for decisions independently made by guests, customers, lenders, investors, travel platforms, business partners or other third parties based upon or influenced by an Evaluation Result, Qualification or publication.

18.6 Property Operations

Amberdwell shall not be liable for the acts, omissions, services, facilities, employees, contractors or operations of any Property.

20.1 Confidential Information

Where Amberdwell and a Client exchange non-public commercial, technical or proprietary information, each party shall use reasonable measures to protect such information and shall use it only for legitimate purposes connected with the relationship between the parties.

20.2 Exclusions

Confidentiality obligations do not apply to information that:

1. is lawfully public;

2. was lawfully known before disclosure;

3. is independently developed without use of the confidential information;

4. is lawfully obtained from another source without confidentiality obligations; or

5. must be disclosed under applicable law or by a competent authority.

20.3 Amberdwell Proprietary Information

Amberdwell confidential and proprietary information may include:

1. unpublished Amberdwell Index criteria;

2. scoring logic and weighting;

3. internal Evaluation procedures;

4. evaluator notes;

5. unpublished research;

6. confidential Evaluation Reports;

7. internal documentation; and

8. unpublished commercial, technical or strategic information.

20.4 Required Disclosure

Where legally permitted, a party required to disclose confidential information shall provide reasonable notice to the other party where practicable.

20.5 Survival

Confidentiality obligations shall survive termination of the relevant commercial relationship for five (5) years.

Trade secrets and proprietary methodology shall remain protected for so long as they remain confidential or protected under applicable law.

21.1 Compliance

Amberdwell shall process personal data in accordance with applicable data-protection legislation, including Regulation (EU) 2016/679 (GDPR) where applicable.

21.2 Business Contact Information

Amberdwell may process personal data relating to Property owners, directors, managers, employees, representatives and other professional contact persons where lawfully necessary for purposes including:

1. conducting and administering Evaluations;

2. communicating with Properties;

3. administering Services;

4. maintaining appropriate business records;

5. responding to enquiries;

6. protecting Amberdwell’s legal rights and legitimate interests; and

7. complying with legal obligations.

21.3 Independent Controllers

Unless otherwise expressly agreed in writing, Amberdwell and a Client each act as independent controllers of personal data processed for their respective purposes.

21.4 Privacy Policy

Further information regarding Amberdwell’s processing of personal data, including applicable purposes, legal bases, categories of data, retention, recipients and data-subject rights, is provided in the Amberdwell Privacy Policy.

22.1 Right to Amend

Amberdwell may amend these Terms from time to time to reflect changes in:

1. applicable law or regulation;

2. the Amberdwell Index or Evaluation processes;

3. Services;

4. operations;

5. technology;

6. security requirements; or

7. business structure.

22.2 Effective Date

Updated Terms shall apply to new commercial agreements and Services from the effective date stated in the published version.

22.3 Existing Paid Agreements

Where an amendment materially affects an existing paid contractual relationship, Amberdwell shall provide reasonable notice where required by applicable law or the applicable agreement.

No amendment shall retrospectively remove accrued rights or alter obligations that cannot lawfully be modified unilaterally.

23.1 Entire Agreement

For a paid Service, these Terms together with the applicable signed agreement, accepted proposal, order, schedule or other expressly incorporated document constitute the agreement between Amberdwell and the Client regarding that Service.

23.2 Order of Precedence

In the event of inconsistency, the following order shall apply unless expressly agreed otherwise:

1. a specifically signed individual agreement;

2. a specific order, schedule or service-specific terms;

3. these Terms.

23.3 Severability

If any provision of these Terms is determined to be invalid, unlawful or unenforceable, that provision shall be interpreted or limited to the minimum extent necessary, and the remaining provisions shall continue in effect.

23.4 No Waiver

Failure or delay by Amberdwell to exercise any right does not constitute a waiver of that right.

A waiver relating to one event does not constitute a waiver relating to another event.

23.5 Assignment

A Client may not assign or transfer a commercial agreement or licence granted by Amberdwell without Amberdwell’s prior written consent.

Subject to applicable law, Amberdwell may transfer its contractual rights and obligations in connection with a genuine corporate reorganisation, transfer of business or legal succession, provided that this does not materially reduce the Client’s contractual rights.

23.6 Subcontractors and Service Providers

Amberdwell may use employees, independent contractors, professional advisers, technology providers and other service providers in connection with Evaluations, administration and Services.

Use of such providers does not transfer responsibility for Amberdwell’s contractual obligations where such responsibility exists under an applicable agreement.

23.7 No Partnership, Agency or Employment

Nothing in these Terms creates a partnership, joint venture, franchise, employment, fiduciary or agency relationship between Amberdwell and a Property merely because the Property has been researched, evaluated, Qualified or included in the Registry.

No Client or Property has authority to bind Amberdwell unless expressly authorised in writing.

23.8 Third-Party Rights

Unless expressly stated otherwise, no person who is not a party to an applicable commercial agreement acquires contractual enforcement rights under that agreement merely as a result of these Terms.

23.9 Survival

Provisions which by their nature are intended to survive shall continue after termination or expiry, including provisions concerning:

1. Intellectual Property Rights;

2. confidentiality;

3. accrued payment obligations;

4. limitation of liability;

5. indemnification; and

6. dispute resolution.

25.1 Electronic Communications

Amberdwell may communicate with Properties and Clients electronically, including by email.

25.2 Client Contact Information

Where a contractual relationship exists, the Client is responsible for providing and maintaining reasonably accurate business contact information.

25.3 Evaluation Communications

Evaluation notifications, requests for factual clarification, Evaluation Results and other professional communications may be sent to an official or reasonably identifiable professional contact associated with the Property, subject to applicable law.

25.4 Contractual Notices

Where a separate agreement specifies a particular method or address for contractual notices, that provision shall prevail.

26.1 Governing Law

These Terms and any contractual relationship expressly governed by them shall be governed by and construed in accordance with the laws of the Republic of Latvia.

26.2 Good-Faith Resolution

Before commencing formal proceedings, Amberdwell and a Client shall use reasonable efforts to resolve any contractual dispute through good-faith negotiations.

26.3 Jurisdiction

Subject to mandatory applicable law, disputes arising out of or in connection with a commercial agreement governed by these Terms shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Latvia having jurisdiction over Amberdwell’s registered office.