THP Terms – The hospitality portal

The Hospitality Portal Terms

Our terms and conditions (“Terms”) are there to help and protect you and anyone you’re introduced. If you have any questions on the Terms please don’t hesitate to ask however we ask all users of our portal to abide by the same rules so we do not alter the Terms below unless in exceptional circumstances.

These Terms apply whenever you use our portal thehospitalityportal.com (the “Portal”), whether to submit, review or assess any ideas, concepts, brands, projects or inventions (“Concepts”) through the Portal or otherwise from us.

Please read these Terms carefully and print a copy for your future reference. By using the Portal (“User”) or by submitting any Concept(s) (“Contributor”), or requesting further information on a Concept or requesting an introduction to a Contributor (“Client”), you agree that you have read, understood and agree to these Terms (as amended from time to time). If you do not agree to these Terms, you must not use the Portal.

About us
1. The Portal is a division of the Swipe Right Group Ltd, a limited liability company registered in England and Wales company number 11813867 whose registered office is at Kemp House, 152 – 160 City Road, London, EC1V 2NX, United Kingdom (referred to in these Terms as “we”, or “us”).
2. We operate as a confidential portal intermediary for lifestyle led hospitality Concepts for the hospitality industry to connect to projects and operators across the globe.
3. Should you have any questions about these Terms or wish to contact us for any reason whatsoever, please contact us on register@thehospitalityportal.com

About you You confirm that you are (i) over 18 years old (ii) not resident in any country which is subject to any export control regulations and restrictions (including but not limited to those regulations of the United Kingdom, European Union and the United States of America). If any of the above is incorrect, you must notify us and we reserve the right, in our sole discretion, to refuse access to the Portal.

Access to the Portal / Becoming a User
1. Access to the Portal is with express approval only and must be applied for by navigating to ‘Apply for Access’ or ‘Submit a Concept’ button on the Portal and providing your details. We will assess the eligibility of the applicant based on the information furnished via the Portal, the information published on the applicant’s website, public platforms and/or other information otherwise available to us. We may choose, in our sole discretion, whether to accept or reject the application and shall have no obligation to provide any justifications for any acceptances or rejections of an application.
2. If you are accepted as a user, we will create an account for you. By creating an account, you become a registered user (User) and will be able to view and request introductions to Concepts.
3. Each time you enter the Portal you will use your registered email only. You will be sent a link which will give you access to the Concepts section of the Portal. You are responsible for not allowing any third parties to access this link or send this link on as doing so would contravene these Terms and you shall:
  1. not permit any other person to use your email system or disclose the link.
  2. not disclose or provide any other person with any Concepts/names or information within the Portal in any attempt to circumvent the terms or intent of these Terms and accept there would be legal implications or claims against you and/or the third party accordingly.
4. We will use your information to create your personal account. Our collection of your personal data submitted via the Portal is subject to our Privacy Policy.
5. If you wishing to submit Concepts on the Portal you will be required to click on the ‘Submit a Concept’ button on the Portal and subscribe and pay the relevant Subscription Fees as set out in clause 8 of these Terms at the point of submission of the Concept. When you complete the form to submit a Concept in the Portal and click ‘Submit’, this represents an offer to us to subscribe to our Portal and review your Concept, which we may choose to accept or refuse – it does not represent a legally binding contract. Whilst we will do our best to process your Concept (once it is accepted), we cannot guarantee to do so (for example, where your card issuer refuses to authorise your payment). Your offer is accepted by us and becomes binding only when we expressly accept your Concept and confirm your subscription in writing (either by invoice, e-mail or otherwise). If your Concept is not accepted by us for submission to the Portal or you are rejected as a Contributor, you will be notified within 5 working days of your submission and you will be refunded any payments of the relevant Subscription Fees within 14 days.
6. If your Concept is accepted and you are accepted as a Contributor, you will be asked to complete your payment option. All highlighted fields must be completed. We accept payments online including PayPal and when using Visa or MasterCard debit or credit cards. Please note that if you opt to pay via debit or credit card on our Portal, our third-party payment partner will handle your card details via their secure connection. We will not retain your credit card information but we do recommend that you retain a copy of transaction records and associated policies and rules. All card payments are subject to authorisation by your card issuer. If your payment is not authorised, we will cancel your subscription and notify you in writing (which may include e-mail) that we have done so. If you would like to request payment by way of a bank transfer please contact us on register@thehospitalityportal.combefore trying to submit your Concept and such payment may be subject to an additional administration fee and bank charges. If we approve this, we will hold your bank details on file in a secure manner in accordance with the terms of our Privacy Policy.
7. The standard duration for a contributor to have a submitted concept listed is for a period of 12 month known as “the initial period”, this duration commences from the date of payment of the submission fee.
8. Submission fees are required to submit the concept to the hospitality portal as a contributor.
9. Subscription fees are required on a monthly basis to continue listing the submitted concept. Any contributor with lapsed subscription fees will be notified and shall remediate the missing payments within 14 days.

Use of the Portal
1. You agree to use the Portal in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else’s use and enjoyment and only for lawful purposes in accordance with all applicable laws and regulations including but not limited to media laws, publishing laws, e-commerce laws, advertising and marketing laws and consumer protection laws and any relevant sector-specific laws and regulations (“Applicable Laws”).
2. Access once into the Concepts section of the Portal is restricted and fully monitored. We will track all user behaviour, for example, who has viewed a Concept and when. We reserve the right to apply any technological restrictions as we may introduce from time to time in accordance with Applicable Laws and you are not permitted to attempt to download, copy or print any content from the Portal for any other reason. You are not entitled to modify or redistribute the content of the Portal or reproduce, print screen, link, frame or deep-link it on any other website without our express written permission. Unless agreed in a separate agreement with the relevant Contributor, you are not entitled to use the content of the Portal for commercial exploitation in any circumstances.
3. Without limiting any other rights and remedies we may have available, we may, without giving any notice, limit your activities on the Portal, deny you access to the Portal or refuse you access to the Concepts if you breach these Terms, or, if a specific Contributor has requested us to restrict your access to their Concepts or other information, or, if we consider your use of the Portal to be inappropriate.

Our communications and Blogs
1. We will advertise the Portal through a number different mediums; email communications, direct messages, phone calls and or advertising or social media channels within the internet.
  1. We will also use our social media accounts including but not limited to LinkedIn, Instagram, WhatsApp and other channels that we may add in the future (“Social Media Channels”).
  2. We may from time to time include a blog section (“Blog”), which is a specialised part of the Portal that allows an individual or a group of individuals to share a running log of events and personal insights with other users of the Portal.
2. We will be free to copy, disclose, distribute, incorporate and otherwise use any posted or shared material on the Blog for any and all commercial and non-commercial purposes including but not limited to our Social Media Channels. Any views represented on the Blog by any of our employees are the individual views alone and in no way represent our official view. We will not be responsible for the accuracy or completeness of any of the information supplied by the author.
3. Without prejudice to any rights or remedies we have under the Terms and the law, we reserve the right to remove any materials from the Portal that breach these Terms or that we deem inappropriate.

Concept information
1. All Concept descriptions, information and illustrations shown on the Portal are provided by the relevant Contributor and are intended as guidance only and the content and financial performance of the actual Concepts may vary accordingly. You acknowledge that any figures (such as turnover, profit, cost per square foot to fit out etc) on the Portal are intended as indicative only and shall not be relied upon by you as an inducement for action. We do not make any guarantee, warranty or representation in connection with the Concept descriptions, information and illustrations shown on the Portal.
2. Unless otherwise stated on the Portal, prices or financial information shown on the Portal in relation to the Concepts are either in Pounds Sterling or United States Dollars.

Provision of Concepts

If you are a Contributor with us, all your Concepts must comply with the requirements set out in this Clause 7 and such other requirements notified to you from time to time. We reserve the right to reject or remove any Concepts that do not comply with these requirements.
You warrant and represent that:

the information provided with the Concepts is true, accurate and complete in all material respects;
nothing in the Concepts shall be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, discriminatory, scandalous, inflammatory, or which may incite racial hatred, cause annoyance or inconvenience;
nothing in the Concepts shall include anything for which you have not obtained all necessary licences and approvals;
nothing in the Concepts shall include anything which is technically harmful (including, but not limited to, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
the Concepts shall comply with all Applicable Laws;
all the copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights, patents and all other present and future intellectual property rights and other rights in the nature of intellectual property rights anywhere in the world (“Intellectual Property Rights”) in the Concepts is owned by, or licensed to, you and you have all necessary rights, licences, consents, permits and releases (including but not limited to music rights and any licences required by any Applicable Laws) that are necessary to use the Concepts as anticipated on the Portal; and
the Concepts do not infringe any Intellectual Property Rights or other third party rights.
We have the right, at our sole discretion, to reject or remove any Concept at any time without explanation. Where the Concept is rejected or removed due to non-compliance with these Terms or Applicable Laws or a complaint from a member of the public or governmental authorities, you shall not be entitled to a refund or credit of any amounts paid.

Financial Terms for Contributors
1. All Contributors are obliged to pay us the then-current annual subscription fees advertised on our Portal (under the section ‘Fees’ on the ‘Submit a Concept’ section) or otherwise agreed in writing with us (“Subscription Fees”) in advance to access the Portal.
2. We may from time to time offer an initial trial period for Contributors at a reduced rate. We may choose, in our sole discretion, whether to accept or reject any requests for a trial and may modify or cancel any trials without notice and without any liability.
3. As a Contributor, you are free to set the price for your Concepts on the Portal.
4. If your Concept has been introduced to a Client and a contract is signed between you (directly or indirectly) and the Client (“Client Agreement”) in relation to the Concept, whether by way of license, franchise, development, consultancy, investment, loan, partnership, collaboration, joint venture, assignment of IP, share swap or any other form of transaction or business arrangement in relation to the Concept, in addition to the Subscription Fees, a success fee (“Success Fee”) is payable to us by you as follows:
  1. Franchise or Licence Agreements: Minimum of either (i) £10,000 or (ii) 20% of the total franchise or licence fees, whichever is larger;
  2. In relation to all other forms of Client Agreement:
    1. Investment, Funding or Loans: 5% of the total investment, funding or loan.
    2. Where the total value to the Contributor is less than £50,000: Minimum of either (i) £5,000 or (ii) [20]% of the total value, which is larger;
    3. Where the total value to the Contributor is less than £100,000 but equal to or more than £50,000: Minimum of either (i) £10,000 or (ii) [20]% of the total value, which is larger; and
    4. Where the total value to the Contributor is £100,000 or more: Minimum of either (i) £10,000 or (ii) 10% of the fee whichever is larger.
  3. Unless otherwise mutually agreed, payment of our Success Fee shall be made within five (5) days of receipt of payment(s) from the Client(s). This obligation shall survive any termination or expiry of these Terms for whatever reason.
  4. All amounts payable to us are exclusive of any VAT and any other assessment, tax, duty, levy or charge required under the Applicable Laws, which shall be payable by you in addition. If you are required by Applicable Laws to deduct or withhold any taxes from or in respect of any amounts payable to us the payment shall be increased as may be necessary so that after making all deductions or withholdings we receive an amount equal to the payment it would have received if no deduction or withholding had been made.

Financial Terms for Clients
1. If you are interested in any of the Concepts on our Portal (or receiving an introduction to the relevant Contributors) click the relevant ‘Request Connection’ button on our Portal and we will make the introduction.
2. It will be up to you and the Contributor to agree on the terms and conditions for the Client Agreement in relation to the Concepts. We will not be a party to such agreements and shall have no rights or obligations under them (other than the right to the Success Fee under clause 8.4 of these Terms).

Liability
1. We act as a marketplace intermediary by connecting Contributors with Clients. Whilst we (i) contractually oblige the Contributors to ensure compliance with Applicable Laws in relation to the Concepts and (ii) carry out our own high-level screening of the Concepts, we cannot guarantee the description, quality, profitability or content of the Concepts provided by the third party Contributors.
2. We are not regulated by the Financial Conduct Authority (or any other similar financial regulatory authority around the world) and do not provide any regulated brokerage services, such as offering, promoting or selling financial services or products, advisory, investments or legal advice in relation to the Concepts. We strongly recommend you take your own independent financial, tax and legal advice and undertake due diligence before entering into any agreements with the Contributors. We work with a number of preferred professional partners who will be able to assist you in this regard.
3. We will use reasonable skill and care in operating and maintaining the Portal but we exclude, however, subject to Clause 10.8, all other representations, warranties, conditions and terms express or implied by law or otherwise to the fullest extent permitted by law.
4. We will not be liable for any special, indirect, incidental, consequential or economic loss or for loss of profits or revenues howsoever caused arising in connection with any use of the Portal or any Concepts.
5. Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall, subject to Clause 10.8, be limited to the then-current Subscription Fees.
6. We will not be liable to you where we breach these Terms due to any cause that is beyond our reasonable control, including acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage on and offline, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, decrees or laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining products from vendors, materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
7. This Portal may contain links to other third party websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to this Portal, or any use of personal data by such third party.
8. Nothing in these Terms shall limit our liability for personal injury or death caused by our negligence, fraud or any other liability which cannot be excluded or limited by Applicable Laws.

Intellectual Property Rights
1. As between you and us, we own all present and future Intellectual Property Rights existing in or in relation to the Portal. You acknowledge that the Intellectual Property Rights in the Portal shall remain our exclusive property and all goodwill and reputation arising from the use of the Portal will accrue to us.
2. As between you and us, each Contributor owns all present and future Intellectual Property Rights existing in or in relation to their own Concepts. Subject to anything contrary expressly agreed in any Client Agreement signed between the relevant Contributor and the Client, the Intellectual Property Rights in the Concepts shall remain the exclusive property of the relevant Contributor and all goodwill and reputation arising from the use of the Concepts will accrue to the relevant Contributor.
3. As a Contributor, you hereby grant to (i) us a non-exclusive, revocable, license to copy, access, upload and circulate the Concepts via the Portal for the purposes anticipated in these Terms and (ii) each User a non-exclusive, non-transferable, revocable, license to view the Concepts on the Portal solely for evaluation purposes.
4. As a Contributor, where you have agreed to provide us with exclusivity to promote your Concept, in addition to clause 11.3, you hereby grant us to an exclusive, revocable, license to advertise and promote the Concepts in any format whatsoever including but not limited via our Social Media Channels for the purposes anticipated in these Terms.
5. As a Contributor, unless agreed with you otherwise in writing, you also hereby grant us the right to use your name, trademark, photo and other details on our Portal and Social Media Channels for the purposes of identifying you as one of our Contributors.

Indemnity You agree to indemnify and keep us indemnified from and against all costs, claims, demands, liabilities, expenses, damages or losses (including, but not limited to, direct losses, consequential losses, loss of profit and loss of reputation and all interest, penalties, and legal and other professional costs and expenses) arising out of and in connection with any breach of these Terms by you.

Confidentiality
1. Each of us hereby agree and irrevocably undertake to the other that it shall at all times respect the confidentiality of any information belonging or relating to the other or any Contributor including (but not limited to) its business, finances, dealings, transactions or affairs, these Terms and the Concepts (“Confidential Information”) which comes into its possession directly or indirectly as a consequence of these Terms or use of the Portal.
2. The party receiving the Confidential Information (“Receiving Party”) shall not give or disclose any such Confidential Information to any third party without the prior written consent of the party disclosing the Confidential Information (“Disclosing Party”) unless such Confidential Information is: (a) disclosed to any professional adviser of the parties; (b) ordered or required to be disclosed by any Applicable Law or competent judicial, governmental or other authority; (c) information which, at the time of disclosure, was in the public domain; or (d) received from a third party that is not under an obligation of confidentiality to the Disclosing Party.
3. The Receiving Party shall (a) not use or exploit the Confidential Information in any way except for the purposes of evaluating the Concepts and (b) keep the Disclosing Party’s Confidential Information in a secure manner and shall ensure that no unauthorized party may gain access to the Confidential Information.
4. The restrictions in this clause 13 shall survive expiry or termination of these Terms.

Non Circumvention
1. As a Contributor, you agree not to directly or indirectly solicit opportunities, promote any Concepts, initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertaking with any User or Client registered within the Portal or any other third party identified or introduced to you by us, other than via the Portal, without express approval in writing from us.
2. As a User and/or Client, you agree not to directly or indirectly solicit Concept opportunities or attempt to purchase, licence or otherwise procure the rights to any Concepts or initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertaking with any Contributor (or their shareholders or personnel) or any other third party identified or introduced by us in relation to any Concepts other than via the Portal, without express approval in writing from us.
3. You covenant that any financial gain made by you, or any associated party, from a breach of this clause 14 shall be held on trust for our benefit and then be transferred to a nominated account of ours, until which time such outstanding amount shall incur interest at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and you shall pay the interest together with the overdue amount. Nothing in this clause 14 c shall affect our ability to claim damages or claim our rights to be indemnified should the covenants in clause 14 be breached in any way.
4. The restrictions in this clause 14 shall survive for a period of three (3) years from expiry or termination of these terms.

Term and Termination As a User, these Terms shall continue to apply whilst you use the Portal. In addition, if you have been accepted as a Contributor and paid your applicable Subscription Fees, these Terms will be valid for a period of 12 months from acceptance. We may terminate these Terms or suspend your access to the Portal at any time in the event of any actual or suspected breach of these Terms (including but not limited to non-payment of any Subscription Fees or Introduction Fees) or Applicable Laws.

Other important terms
1. We may update or amend these Terms from time to time to comply with the law or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Portal and your continued use of the Portal confirms your acceptance of the updated or amended Terms.
2. These Terms supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.
3. You may not assign or sub-contract any of your rights or obligations under these Terms to any third party unless we agree in writing.
4. We may assign, transfer or sub-contract any of our rights or obligations under these Terms to any affiliate or a third party at our discretion.
5. No relaxation or delay by us in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
6. If any of these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms shall remain in full force and effect.
7. Only you and we shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms.
8. These Terms are governed by and shall be construed in accordance with the laws of England. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the English courts.