Terms & Conditions

Last updated: 07 October 2026

Disclaimer: Lighthouse does not accept a redlined download of these Terms & Conditions. Please contact your sales representative for more information.

These Terms and Conditions govern the use of Lighthouse Products & Services as set forth in the Ordering Document, quote or any other form of agreement that references these terms (together “the Agreement”). 

By signing an Ordering Document or other form of agreement with Lighthouse the Customer agrees to be bound by these Terms and Conditions.

The Effective Date of the Agreement is set out on the Ordering Document or as otherwise agreed between the Parties.

In this Agreement, “Lighthouse” means Lighthouse Intelligence Ltd. and any Lighthouse Intelligence Ltd. Group Member shall mean any entity which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with that entity, where “control” means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise). Any Products or Services provided by Lighthouse may be performed by one of its Group Members as a subcontractor. 

A. GENERAL TERMS AND CONDITIONS

Any Product / Service specific terms are set out under section B of these Terms & Conditions.

1. PRODUCTS & SERVICES

1.1.     Description: The Products and Services consist of cloud-based business intelligence platforms (“the Platform(s)”) in subscription form (“Subscription”) or as otherwise set out between the Parties that enables the Customer to make informed revenue management, distribution and marketing decisions.

1.2.     Future functionalities, modifications, enhancements, alternative offering. Lighthouse does not commit to the delivery of any future feature or functionality. Our Products and Services are regularly updated and enhanced. Lighthouse may deprecate, diminish or remove certain features and functionalities. Such changes will never have a materially adverse impact on the Customer’s use of such Products and Services unless Customer consents to such materially adverse change in writing. Lighthouse reserves the right to replace the Product or Service with an alternative offering that provides substantially the same material functionality. If such a replacement is made, the terms of the existing agreement shall continue to apply to the replacement Product or Service unless Parties agree otherwise.

1.3.     Professional Services. Any Professional Services procured will be described in writing on a per-project basis through a Statement of Work (“SOW”). Lighthouse does not provide any custom deliverables or services under this Agreement which would qualify as work-made-for-hire.

1.4.     Support. Lighthouse’s standard support services (“Support Services”) are included at no additional cost during the Term of this Agreement. The Support Services are provided in accordance with Lighthouse's Technical Support Policy, as updated from time to time.

1.5.     Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for the duration of the Trial Subscription period as granted by Lighthouse (the "Trial Period"). Trial Subscriptions are permitted solely for Customers use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Lighthouse has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Lighthouse WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

1.6.     Beta Offerings. The Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Products and/or Services. Beta Offerings are not subject to the same security measures as in the Security Policy. Lighthouse will have no liability arising out of or in connection with Beta Offerings.

1.7. Freemium Products. Lighthouse may discontinue or modify any free-of-charge product or service (“Freemium Product”) at any time, with or without notice, and without liability. Freemium Products are provided “as is” without warranties, support, or refunds.

1.8. Service Entitlements. The implementation, onboarding and support services included with Customer's Subscription are described in the Description of Lighthouse Service Entitlements, as updated from time to time and incorporated herein by reference. The current version is available at: https://www.mylighthouse.com/service-entitlements.

2. GRANT OF RIGHTS

2.1.     Grant of rights. Subject to full payment of the applicable fees following the Effective Date, Lighthouse shall set-up the Customer in respect of the Product and/or Service(s) to which they have the right to access and use solely for the Customer’s internal business operations or any other Permitted Purpose as set out in the Agreement. The Customer has the non-exclusive, non-transferable, revocable right to (i) access and use the Products offered on any of the Lighthouse Platforms; (ii) any Services as described in any SOW as agreed between the parties in writing (“Professional Services”); and (iii) Support Services in accordance with Lighthouse’s standard practices (all together “the Services”).

2.2.    Lighthouse ​​retains all right, title, and interest in and to the Products and Services and all related intellectual property rights, including without limitation any modifications, updates, customizations, apps or add-ons.

3. IMPLEMENTATION

3.1.    Where the provision of the Services requires implementation assistance of the Customer to allow Lighthouse to deliver the Services, the Customer agrees to take all reasonable measures to allow Lighthouse to perform its obligations under this Agreement. If Lighthouse’s performance under this Agreement is prevented or delayed by any act or omission by the Customer Lighthouse shall not be in breach of this Agreement as a result of such act or omission.

4. TERM & TERMINATION

4.1.     Subscription Term. Each Subscription shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue for an initial term of the duration set out on the Ordering Document or similar Agreement ("Initial Term"). Unless otherwise specified on the applicable Agreement, each Subscription Term will automatically renew for additional twelve month periods (each a “Renewal Term”).

4.2. Termination. Either party may notify the other that it does not wish for the Subscription Term to be renewed by giving the other at least 60 days prior written notice before the end of the then-current Subscription Term. In such event the Agreement shall expire at the end of the then-current Subscription Term (either an Initial Term or a Renewal Term). If no notice has been given the Agreement shall automatically be renewed for another Renewal Term. Termination and non-renewal notices are to be submitted via the following form: https://mylighthouse.typeform.com/CR-EN.

4.3.     Termination for cause. Either party may terminate this Agreement, at any time, by giving the other written notice if the other: (a) materially breaches any term of this Agreement and it is not possible to remedy that breach; (b) materially breaches any term of this Agreement and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or (c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. For the purposes of this clause, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

4.4.     Termination Due to Sanctions Compliance. Lighthouse reserves the right to immediately terminate this Agreement or suspend access to the Products and Services, without prior notice or any liability, if any individual, entity, operation, beneficial owner, or associated party involved with the use of the Products and Services becomes subject to sanctions or restrictions, or is connected to a jurisdiction or entity under such sanctions or restrictions imposed by the UN, the UK, the EU, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), or any other applicable sanctions authority.

This right applies irrespective of whether such sanctions directly impact the use of the Products and Services.

The Customer represents and warrants that neither they, nor any affiliated individual, entity, operation, beneficial owner, or associated party involved in the use of the Products and Services, are currently subject to any sanctions or restrictions imposed by any applicable sanctions authority. Furthermore, the Customer agrees to immediately notify Lighthouse in writing if they, or any such affiliated party, become subject to, or are reasonably likely to become subject to, any such sanctions during the term of this Agreement. Any failure to provide this notification may result in immediate suspension or termination of services without liability.

4.5.     Lighthouse may, in addition, and without liability, terminate this Agreement, or alternatively, suspend access to and use of any Product and/or Service, by giving the Customer written notice if: (a) any invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment; (b) the Customer is in persistent or repeated breach of any of their obligations under this Agreement.

4.6.     Effects of termination. All sections of this Agreement which by their nature should survive termination will survive termination.

4.7.     Product / Service End of Life. Lighthouse reserves the right, at its sole discretion, to discontinue or "end-of-life" any Product or Service at any time. In the event that a Product or Service is designated for end-of-life, Lighthouse will provide the Customer with a minimum of thirty (30) days’ prior written notice. Upon discontinuation, the Customer shall be entitled to a pro-rata reimbursement of any prepaid fees for the remaining unused portion of the product or service. Such reimbursement will be processed within sixty (60) days of the end-of-life effective date. Lighthouse will not be held liable for any costs, damages, or losses, direct or indirect, arising from the discontinuation of the product or service, except for the aforementioned reimbursement.

5. FEES, PAYMENT & TAXES

5.1.     Upon mutual signature of the Agreement, Lighthouse shall invoice the Customer for the Fees in advance in accordance with the agreed Subscription Term, commencing on the Effective Date. Where applicable, usage-based products will be invoiced monthly in arrears, based on the actual usage recorded for the relevant billing period.

5.2.     Unless otherwise set out in the Agreement, invoices are payable, in full within 30 days of receipt, without deduction, set off or withholding of any kind. All invoices will be delivered electronically using the billing and contact information provided by the Customer.

5.3.     The Fees stated in the Ordering Document (or any other Agreement) do not include Taxes. Customer is responsible for paying all applicable Taxes. In the event Lighthouse determines it has a legal obligation to pay or collect Taxes, Lighthouse will add such Taxes to the applicable invoice and Customer will be obligated to pay such Taxes unless Customer provides Lighthouse with a valid tax exemption certificate from the appropriate tax authority. Any Taxes not reflected on the invoice will be taken care of and paid by the Customer.

5.4.     Credit Card Payment. If the Customer purchases the Products/ Services via credit card the following terms apply: Lighthouse utilises third party payment providers to process credit card payments on our behalf (“Payment Provider”). Such Payment Provider’s policies govern the processing of a Customer’s payment, and Customer must refer to those policies and not this Agreement to determine their rights and liabilities. By providing credit card information to the Payment Provider, Customer authorises Lighthouse, through such Payment Provider, to immediately charge the Fees for the Service during any applicable Term on a recurring basis until expiration or termination of this Agreement. The Customer may update credit card information by entering updated information through the user interface of the Service.

5.5.     If Lighthouse has not received payment by the due date, and without prejudice to any other rights and remedies of Lighthouse may, without liability to the Customer, disable the Customer's access to all or part of the Products and Services and Lighthouse shall be under no obligation to provide any or all of the Services while the sums concerned remain unpaid.

5.6.     If Customer believes that Lighthouse has billed the Customer incorrectly, the Customer must contact Lighthouse no later than 30 days after receipt of the invoice in which the error or problem appeared, with a request to receive an adjustment or credit. The Customer may direct this request to: finance@mylighthouse.com.

5.7. Unless agreed otherwise in writing, Lighthouse shall have the right to increase the Fees at the start of each Renewal Term.

5.8. Lighthouse may make credit-based functionalities available, which will be charged as set out in the applicable Ordering Document and in the relevant product terms of the Agreement, including clause 27.12 for Ernest.

6. RESTRICTIONS & ACCEPTABLE USE

6.1.     The Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or any software developed, trained or owned by or licenced to Lighthouse and which forms part of, or is used in the provision the Services, documentation or data related to the Services (“Software”) including to build a competitive product or service using similar ideas, features, functions or graphics of the Service and/or copy any ideas, features, functions or graphics of the Service;(ii) copy, translate, modify, adapt or create derivative works from any Product or the Service (except to the extent expressly permitted by Lighthouse or authorised within the Services); (iii) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the employees or agents of the Customer or as otherwise permitted by the Agreement; (iv) use the Services in a manner that is illegal or causes damage or injury to any person or property; (v) attempt to interfere with the proper working of any Product, the Service or Software and, in particular, must not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt any Product, the Service or Software or any associated website, computer system, server, router or any other internet-connected device; (vi) amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, any Product, the Service or Software; or (vii) use the Service to: upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person in breach of any contractual duty or any obligation of confidence), knowingly false or misleading, or that does not comply with all applicable laws and regulations; (viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Data transmitted through the Service; (ix) attempt to gain unauthorised access to any Product or the Service or its related systems or networks; and/or use automated systems, software (incl. but not limited to “crawlers” or “screen scraping”) or any other method to extract data from the Product (either through a browser or through access to the API) for any purpose (incl. but not limited to commercial, personal, research purposes). This activity is strictly prohibited unless the Customer has concluded a written agreement with Lighthouse which permits said usage for a pre-defined purpose.

6.2.     Breach by the Customer of (one of) these provisions will result in Lighthouse blocking and/or deactivating access to the Service. No refund of fees paid in advance shall be due in respect of any unexpired portion of the then-current term.

6.3.     The Customer shall:

6.3.1.     provide Lighthouse with all necessary co-operation in relation to this Agreement (and all necessary access to such information as may be required by Lighthouse in order to provide the Services, including to Customer Data, security access information and configuration services;

6.3.2.     comply with all applicable laws and regulations with respect to its activities under this Agreement;

6.3.3.     carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Lighthouse may adjust any agreed timetable or delivery schedule as reasonably necessary; and

6.3.4.     obtain and maintain all necessary licences, consents, and permissions necessary for Lighthouse, its contractors and agents to perform their obligations under this agreement, including providing the Services. Lighthouse reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

6.4. User Access Responsibility. The Customer is solely responsible for managing and securing all user accounts, credentials, and permissions associated with its use of the Products and Services. The Customer shall  ensure that access is granted only to Authorised Users and the Customer shall be solely responsible for maintaining the Authorised Users access up to date and remove access where required. The Customer shall promptly notify Lighthouse of any actual or suspected unauthorised access or compromise of credentials. Lighthouse reserves the right to suspend or revoke access where it reasonably suspects unauthorised use or a breach of this clause. Lighthouse shall not be liable for any loss, damage, or unauthorised activity resulting from the Customer’s failure to maintain adequate access controls or safeguard user credentials.

7. WARRANTY & DISCLAIMER

7.1.     Lighthouse undertakes that the Services will be performed with reasonable skill and care and warrants that the Service shall, under normal operating conditions, substantially conform to the functionality described in the specification set out in the Agreement or as otherwise provided by Lighthouse. Lighthouse's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Lighthouse to use commercially reasonable efforts to correct the reported non-conformity, or if Lighthouse determines such remedy to be impracticable, either party may terminate the applicable Subscription and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Product or Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

7.2.     If the Services are not provided in accordance with the Agreement or are not provided with reasonable skill and care, Lighthouse will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. This constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause.

7.3.     For the avoidance of doubt Lighthouse: (i) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; (ii) is not 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 Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; (iii) shall use reasonable endeavours to maintain the availability of the Services to the Customer, but does not guarantee 100% availability; (iv) does not control the Customer Data and, as such, Lighthouse does not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of the foregoing content or data; and (v) reserves the right to update or maintain the Services at any time.

7.4.     The Customer assumes sole responsibility for results obtained from the use of the Products/Services by the Customer, and for conclusions drawn from such use. Lighthouse shall have no liability for any damage caused by errors or omissions in any information, instructions provided to Lighthouse by the Customer in connection with the Services, or any actions taken by Lighthouse at the Customer's direction. The Customer acknowledges that the Services are intended to be a useful tool, but are not intended to be a substitute for the Customer’s own skill and judgement in determining its own pricing decisions for its own unique inventory.

7.5.     Third-Party Applications disclaimer. This Agreement does not govern Customer's use of Third-Party Applications used in connection with the Products and Services. Third-Party Applications are governed solely by the terms and conditions between Customer and the Third-Party Application. Lighthouse makes no commitments or claims regarding security, confidentiality, or performance of any Third-Party Applications, and specifically disclaims any liability regarding use of or integration by Lighthouse with Third-Party Applications.

8. CONFIDENTIALITY

8.1.     Each party shall: (a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement; (b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement; (d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and subcontractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 8; and (e) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so. Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

9. INTELLECTUAL PROPERTY RIGHTS

9.1.    In this clause, "Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

9.2.    Lighthouse, Lighthouse Group Members and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Lighthouse brands, software, database, trademarks and logos, the Services and the Software. Except as expressly permitted by this Agreement, the Customer may not use any of Lighthouse Intellectual Property Rights without prior written consent by Lighthouse.

9.3.    The Customer shall promptly bring to the attention of Lighthouse any improper or wrongful use of any Intellectual Property Rights of Lighthouse which comes to the Customer's notice. The Customer shall assist Lighthouse in taking all steps to defend Lighthouse's Intellectual Property Rights, but not institute legal proceedings of its own accord.

9.4.     The Customer grants Lighthouse a free of charge, non-exclusive, worldwide royalty-free licence to use the Customer Data to such extent as is necessary to enable Lighthouse to perform its obligations under this Agreement or as otherwise set out in this Agreement.

9.5.    Customer warrants that they own the Customer Data and/or are otherwise entitled to grant the foregoing licence. If this Agreement is terminated, the foregoing licence will automatically terminate.

9.6.     Lighthouse and/or its Group Members shall own and retain all right, title and interest in and to: (i) the Services and Software, all improvements, enhancements, modifications and derivatives thereto; (ii) any software, applications, inventions or other technology developed in connection with the Services; (iii) deliverables and work product (including drafts) arising in the course of the provision of the Implementation Services; and (iv) all Intellectual Property Rights related to any of the foregoing.

9.7.    Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Lighthouse to the Customer. The Customer warrants to Lighthouse that any data it supplies to Lighthouse will not infringe upon the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law or regulation.

10. PRIVACY & SECURITY

10.1.     Security. Lighthouse will establish and maintain appropriate administrative, technical, and physical safeguards and controls to: (i) ensure the ongoing confidentiality, integrity, availability, and resilience of the Products and Services and Customer Data; (ii) restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; and (iii) have in place a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing through the Products and Services.

10.2.   Lighthouse is ISO 27001 certified for information security management.

10.3.     Personal Data Processing. Lighthouse will comply with applicable privacy and data protection laws governing its processing and storage of Personal Data. For more information please consult the Privacy Policy page here.

10.4. Agreement to Data Processing Addendum.  By entering into this Agreement, the Customer also agrees to be bound by the terms of Lighthouse’s Data Processing Addendum (“DPA”), which governs the processing of personal data in connection with the Products and Services. The current version of the DPA is available on our Trust Center. The DPA shall be deemed incorporated into and form part of this Agreement as of the Effective Date.

10.5. Affiliated Controllers. Certain products or features may be operated by affiliated entities of Lighthouse. Where an affiliated entity determines the purposes and means of processing of personal data, that entity acts as the data controller for such processing, as described in the applicable privacy notice.

11. DATA

This section expressly excludes Personally Identifiable Information (please see the Privacy & Security section).

11.1.     Customer Data. "Customer Data" means all data, information, know-how, material or input uploaded to any Software or transmitted through the Services by or for the Customer and/or any authorised user.

11.2.   Customer grants Lighthouse a non-exclusive, worldwide, royalty-free licence to process, reproduce, display, copy, communicate, create derivative works and otherwise use Customer Data solely: (i) to the extent necessary to perform its obligations or enforce its rights under the Agreement, (ii) where required or authorised by law or (iii) as otherwise set out in this Agreement.

11.3.     The Customer shall own all right, title and interest in the Customer Data. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

11.4.     Customer is solely responsible for ensuring that Customer Data does not violate applicable laws and regulations or third-party intellectual property rights, and Customer will take reasonable steps to identify and promptly remove any such Customer Data that does not conform. Customer represents and warrants that it has all the necessary rights and consents to collect, share and use all Customer Data as contemplated in this Agreement (including access to Customer Data through Third Party Applications) and that no Customer Data will violate or infringe (i) any third party intellectual property rights, (ii) laws, regulations or policies, (iii) any other terms or agreements governing the Customer’s rights and obligations with third parties. Customer warrants that Customer Data will not include any Personally Identifiable Information (e.g. hotel guest personal information), , except to the extent the processing of such information is required for the provision of the relevant Product or Service. Any such information is processed in accordance with the DPA and does not constitute Customer Data for the purposes of this Section 11.

11.5.     Lighthouse shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Lighthouse to perform services related to Customer Data maintenance and back-up).

11.6.     Aggregated and anonymous data. Lighthouse shall have the right to collect, use, analyse or otherwise process Customer Data and other information relating to the provision, use and performance of various aspects of the Products and Services and related systems and technologies (including information concerning Customer Data and data derived therefrom) in an anonymised and aggregated form for product development, product improvement or otherwise exploit for commercial purposes. More specifically, Lighthouse will be free (both during and after the term of this Agreement):

11.6.1.     to use such Customer Data to improve and enhance the Products and Services and for other development purposes;

11.6.2.     to use such derived data in connection with its business, including for the training of machine learning algorithms (on an aggregated and anonymised basis) and for any other data processes deployed by Lighthouse; and

11.6.3.     to disclose such data to third parties solely in aggregated and anonymised form reasonably necessary.

11.6.4.     develop, publish and commercialise benchmarks and similar informational reports.

11.7.     Lighthouse will not process or otherwise incorporate Customer Data, Personally Identifiable Data or Confidential Information in a form that could serve to identify Customer or any individual.

11.8.     Lighthouse retains all intellectual property rights in information derived from aggregated and anonymised Customer Data.

12. THIRD PARTY INTERACTIONS

12.1.     Third Party Applications.  The Services may enable access to or include an integration with third party software or applications (collectively, “Third Party Applications”). Any such activity (and any terms, conditions, warranties or representations associated with such activity), is governed solely between the Customer and the Third Party Application. The Customer warrants that it has obtained the necessary licences and permissions to permit Lighthouse access to such Third Party Application (including access to Customer’s Data hosted on such Third Party Application and use thereof). Lighthouse disclaims any and all liabilities arising from or related to Third Party Applications including access thereto and data usage. Customer acknowledges and agrees that Lighthouse is not responsible for, and has no obligation to control, monitor, or correct Third Party Applications. Customer acknowledges that: (i) the nature, type, quality and availability of Third Party Applications may change at any time; and (ii) features of the Services that interoperate with Third Party Applications depend on the continuing availability of such Third Party Application. Lighthouse may need to update, change or modify the Services as a result of a change in, or unavailability of, such Third Party Applications.

12.2. Third Party Dependencies. The Services may rely on, integrate with, or otherwise depend on technology, systems, software, data, or services provided by third parties (“Third Party Dependencies”). Such Third Party Dependencies may be required for the operation or availability of the Products and Services. Lighthouse does not control Third Party Dependencies and shall not be responsible for their availability or performance. However, Lighthouse shall use commercially reasonable efforts to ensure that Third Party Dependencies used in the operation of the Services are reputable and appropriate for their intended purpose. Lighthouse makes no representations or warranties with respect to Third Party Dependencies. To the extent any unavailability, degradation, or interruption of the Services is directly caused by a failure of Third Party Dependencies outside Lighthouse’s reasonable control, such event shall not constitute a breach of this Agreement by Lighthouse. Nothing in this Section is intended to limit Lighthouse’s express obligations under applicable data protection laws.

13. INDEMNIFICATION

13.1.     Lighthouse. Lighthouse will: (a) defend at its expense and (b) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Lighthouse) for third-party claims alleging the following: (i) the Products and Services directly infringe a third party’s intellectual property rights; (ii) a breach by Lighthouse of its obligations under applicable data protection laws and regulations.

13.2.     Customer. Customer will: (i) defend at its expense and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer) for third-party claims as a result of (i) an alleged infringement or violation by the Customer Data of such third-party’s intellectual property rights; or (ii) Lighthouse’s use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement.

13.3.     Conditions. The indemnification obligations under this article are subject to the indemnified Party: (i) promptly giving written notice of the claim to the indemnifying Party; (ii) giving the indemnifying party sole control of the defense, negotiation, and settlement of the indemnified portion of the claim; and (iii) providing the indemnifying Party with all reasonable assistance required to effectively defend the claim.

13.4.     Exceptions. Neither party will have any indemnification obligation or liability regarding a third-party intellectual property infringement claim when the infringement was caused by: (i) a combination of the Products and Services with any component not supplied by Lighthouse; (ii) unauthorised alteration or modification of the Products and Services by anyone other than Lighthouse.

13.5.     IP Remedies. In the defense or settlement of any third-party intellectual property infringement claim, Lighthouse may, at its sole option and expense: (i) procure for Customer a licence to continue using the Products and Services in the same manner as anticipated by the Agreement; (ii) replace or modify the allegedly infringing Products and Services to avoid the infringement at no additional cost to Customer; or (iii) terminate Customer’s licence and access to the Products and Services (or its infringing part) and refund any prepaid unused Fees as of the date of termination. Customer will not be entitled to direct damages for any third-party intellectual property infringement Claim resolved by Lighthouse pursuant to this section.

14. LIMITATION OF LIABILITY

14.1.     Nothing in this Agreement shall exclude the liability of Lighthouse (i) for death or personal injury by Lighthouse’s negligence; (ii) for fraud or fraudulent misrepresentation or (iii) for any liability for which it would be unlawful to exclude or attempt to exclude liability.

14.2.   To the extent permitted by law, neither Party will, under any circumstances, be liable to the other Party or to any third party for indirect, consequential, incidental, special or exemplary damages, business interruption, lost profits, loss of sales, loss of turnover, revenue or business, loss of customers, loss of contracts or opportunity; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of any software or data; loss of use of hardware, software or data; loss or waste of management or other staff time arising out of or relating to this Agreement.

14.3.     To the fullest extent permitted by applicable law, the Customer shall not initiate or pursue any legal proceedings or assert any claims against any directors, officers, employees, or agents of Lighthouse.

14.4.     Liability cap. To the extent permitted by law and except for the liabilities set out in clause 14.1, under no circumstances will either Party’s total liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort or otherwise, exceed two times the total amounts payable by the Customer under the Agreement during the 12 months immediately preceding the date of the event giving rise to the claim.

15. MISCELLANEOUS

15.1.     Purchase Order. Terms or conditions in a Customer’s purchase order or similar document submitted by the Customer do not form part of this Agreement and are null and void unless otherwise agreed between the Parties.

15.2.     Entire Agreement & variations. The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral, regarding the subject matter. All variations to this Agreement must be agreed, set out in writing and signed on behalf of both Parties before they take effect.

15.3.     Assignment. A Party shall not, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement to any third party other than an Affiliate. Notwithstanding the foregoing, either Party may assign the Agreement in its entirety (including all rights and obligations) without consent of the other Party in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns

15.4.     Notice. All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be made in writing (email to suffice).

15.5.     Waiver.  No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies.

15.6.     Force Majeure. Neither Party will be liable for, or be considered to be in breach of, the Agreement on account of any delay or failure to perform as required by the Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control, so long as the non-performing Party: (i) did not cause such situation by its own negligent acts or omissions and (ii) exercised all due diligence and used commercially reasonable efforts to avoid such situation and mitigate the impact.

15.7.     Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remainder of the Agreement will remain in full force and effect.

15.8.     Relationship. Nothing in this Agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implying it) that it is an agent of the other or has such authority.

15.9.     Governing law, venue. Unless otherwise agreed, 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 laws of of England & Wales, and the parties submit to the exclusive jurisdiction of the courts of London, UK.

15.10.     Changes to these Terms and Conditions Lighthouse reserves the right to modify or update these Terms & Conditions at any time, without prior notice to you unless otherwise agreed between the Parties. Any changes made will be effective 30 days after they are posted on this website. Your continued use of this website, the Lighthouse Platform or any Lighthouse Product or Service  after the updated Terms & Conditions have come into effect will constitute your acknowledgment and acceptance of the changes. It is the Customer’s responsibility to review this page periodically for updates.

B. PRODUCT & SERVICE SPECIFIC TERMS AND CONDITIONS

These Product and Service Specific Terms supplement the General Terms & Conditions and apply where the Customer subscribes to, has access to, or uses the respective Product or Service, whether subscribed to on a standalone basis or included in a plan or other bundled offering. References in this Section B to a Product or Service include its functionality however it is named, presented, packaged or bundled, including under a renamed or successor designation. In case of contradiction, this Section B prevails over Section A to the extent applicable and permissible.

16. Artificial Intelligence

16.1. Scope and Availability of AI Products. We may offer products, features, tools or services as part of our offerings that are powered by artificial intelligence, machine learning or similar technology (collectively “AI Products”). This section governs the Customer’s use of any AI Products made available to the Customer as part of a Product or Service. The AI Products may be offered to the Customer as part of a Beta Offering, a Product, Service, a feature or may be offered optional for the Customer to toggle on or off by default.

16.2. Use of Data for AI and Machine Learning. Lighthouse does not use, process or otherwise handle any personal data for machine learning purposes unless in an anonymised and aggregated manner.

16.3. Definition and Characteristics of AI Output. AI Output shall mean the results generated by an artificial intelligence system after processing input data using machine learning algorithms, deep learning neural networks, or other AI techniques. The AI Output can take many forms, such as text, images, graphs, audio, video, or numerical data. AI Output is based on the patterns and predictions learned by the AI model from the input data and can be used for a variety of purposes, such as making predictions, generating recommendations, automating tasks, or detecting anomalies. The accuracy and quality of AI Output depend on the quantity, quality of the input data, the complexity of the AI model, and the performance of the training and validation process.

16.4. Conditions of Use for AI Products. In addition to the conditions of use as set out in these Terms and Conditions the following conditions apply to the Customer’s use of AI Products.

The Customer must:

• comply with the Agreement and all applicable laws when using AI powered features;

• evaluate the accuracy of any AI Output as appropriate for its use case, including by using human review of the AI Output.

The Customer must not:

• use AI Output to develop models that compete with Lighthouse

• use any automated or programmatic method to extract data or Output from the AI Products, including web scraping, web harvesting or web data extraction;

• represent that Output was human-generated when it is not;

• input into any AI Products personally identifiable information

16.5. Termination or suspension of AI Products. Lighthouse may terminate a Customer's access to AI Products immediately and without liability by giving notice to the Customer in the following circumstances:

• compliance with any applicable laws and regulations

• a change in contractual agreements between Lighthouse and third parties

• a material breach of the Customer of this Agreement

16.6. Customer Acknowledgements Regarding AI Output. By  accessing and using the AI Products Customer acknowledges and agrees to the following:

• the nature of machine learning means that the AI Output may not be unique and that AI Products may generate the same or similar AI Output for Lighthouse, other users, customers or third parties;

• the probabilistic nature of machine learning means that use of AI Products may result in incorrect AI Output that does not accurately reflect facts or laws;

• responses that are requested by and generated for other users are not the Customer’s Content.

16.7. Use of Customer Data for AI Improvement. Any Customer Data utilised for AI machine learning is utilised for the sole purpose of improving our Product and / or Service to the Customer itself unless otherwise consented by the Customer (including but not limited to in-app consent). 

16.8. Warranty Disclaimer for AI Products. To the maximum extent permitted by law, the AI Products and Content are provided “as is”. Lighthouse and its licensors make no warranties (express, implied, statutory, or otherwise) with respect to the AI Products and Content, and disclaims all warranties (including warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, quiet enjoyment, and any warranties arising out of any course of dealing or trade usage). Lighthouse does not warrant that AI Products and Content will be uninterrupted, accurate or error free.

16.9. Ownership and rights. The Customer retains all rights it may have to its Output. Lighthouse retains all ownership in and to the AI Products, including but not limited to models and aggregated results of AI Products development. The Output may be used for any lawful purpose in accordance with these Terms & Conditions.

16.10. AI Service Providers. The Customer acknowledges and agrees by accessing and using the AI Products that some parts are provided through AI Service Providers. As such the Input and Output will be shared with and processed by AI Service Providers to enable use of the AI Products.

16.11. Artificial Intelligence Use Policy. The Customer’s use of AI Products is also governed by Lighthouse’s Artificial Intelligence Use Policy, as updated from time to time and incorporated herein by reference. The current version is available at: Artificial Intelligence Use Policy. By accessing or using AI Products, the Customer confirms that it has read, understood, and agrees to comply with the Artificial Intelligence Use Policy.

17. Pricing Manager (presented in the platform as "My pricing" or "Monthly view")

17.1. The Customer acknowledges and agrees that Pricing Manager outcomes and recommendations are for informational purposes only and do not serve as a substitute for human verification or decision-making. Any action undertaken by the Customer based on Pricing Manager outcomes or recommendations is at the Customer’s own risk and responsibility. Lighthouse expressly disclaims liability for any direct or indirect loss or damage arising from the reliance on the Pricing Manager outcomes or recommendations.

17.2. By accessing and using Pricing Manager the Customer acknowledges to have read and agrees to this disclaimer and agrees to release Lighthouse from any and all liability for any direct or indirect loss or damage that may arise as a result from the use of the Pricing Manager outcomes or recommendations. Lighthouse makes no warranties express or implied as to the accuracy, completeness or suitability of the outcomes or recommendations for the Customer’s particular use-case or circumstance.

18. Benchmark Insight

18.1. By subscribing (including a trial subscription) to Benchmark Insight the Customer consents to (a) use by Lighthouse of Customer Data in anonymised and aggregated benchmarking Products including but not limited to Benchmark Insight; (b) the inclusion of the Customer’s Participating Property name in the compset selection feature. Any data derived from the compset selection feature shall be anonymous and aggregated.

18.2. Benchmark Insight is only available in Activated Markets, meaning markets where Lighthouse determines that sufficient data coverage exists to provide Benchmark Insight to the Customer. Lighthouse will not be required to provide Benchmark Insight to the Customer and/or its Participating Properties in non-Activated Markets.

18.3. Benchmark Insight Freemium. A Benchmark Insight Freemium version is made available to Customers that have (a) terminated their Benchmark Insight subscription or (b) have conducted a trial for Benchmark Insight and decided not to pursue a paying subscription to Benchmark Insight. With the Freemium Benchmark Insight version the Customer continues to gain access to a limited version of Benchmark Insight provided that the Customer continues to grant Lighthouse access to the Customer Data via the applicable integration (including but not limited to Property Management system (“PMS”) integration) whereby Lighthouse can continue to use the Customer Data in an anonymised and aggregated manner as set out in section 11.6 of these terms and conditions.
By accessing and using the Benchmark Insight Freemium version the Customer agrees to include the Participating Property name in the Benchmark Insight compset selection feature. Discontinuing the integration between Benchmark Insight and the Customer’s PMS shall (a) automatically lead to the cancellation of the access and right to use the Freemium version (b) use by Lighthouse of the Customer Data as set out herein.

19. Commercial Strategy Services (“CSS”) / Lighthouse One

19.1. In deviation of section 4.2 of the General Terms & Conditions CSS / Lighthouse One Customers may terminate the Commercial Strategy Services / Lighthouse One at any time with 90 (ninety) days written notice prior to end-of-month provided that the termination shall take effect on the final day of the then-current calendar month.

19.2. Notwithstanding the above, the CSS / Lighthouse One requires a mandatory subscription to certain Lighthouse Products. The Term and Termination of these mandatory Lighthouse Products subscriptions shall be governed by section 4 of the General Terms and are therefore not eligible for the 90-day notice of termination for convenience that applies specifically to CSS  / Lighthouse One.

19.3. In deviation of section 4.2 of the General Terms & Conditions CSS Task Force Customers may terminate the Commercial Strategy Services at any time with 45 (forty-five) days written notice prior to end-of-month provided that the termination shall take effect on the final day of the then-current calendar month.

19.4. The Customer is solely responsible for compliance with regulations in relation to pricing transparency. Lighthouse expressly disclaims any liability for non-compliance with these regulations.

19.5. During the term of this Agreement and for a period of eighteen (18) months following its termination for any reason, Customer shall not, without the prior written consent of Lighthouse, directly or indirectly solicit for employment or hire any employee of Lighthouse who materially participated in the performance or delivery of the Services under this Agreement. In the event of a breach of this clause, Customer shall pay to Lighthouse liquidated damages in an amount equal to twelve (12) months of the employee’s then-current base salary, representing a reasonable estimate of the costs and losses Lighthouse would incur. Such liquidated damages shall not be subject to the limitation of liability set forth in clause 14.

19.6. Mandatory Trainings and Requirements. The Customer or third parties connected to the Customer or its Participating Properties, including but not limited to franchisors, brand owners, hotel management companies, ownership groups or asset managers, may require personnel performing the Commercial Strategy Services to complete certain trainings or certifications, or to use mandated accounts, software or technology ("Mandatory Requirements"). As such requirements arise solely under the Customer's own affiliations, agreements or internal policies, all fees and costs associated with Mandatory Requirements, however invoiced, shall be borne exclusively by the Customer as a cost of its own business operations. Lighthouse shall have no obligation to pay, reimburse or credit any such fees, and the Fees payable to Lighthouse shall not be reduced, set off or withheld on account thereof.

20. Data Solutions

20.1. Data Solutions shall mean a data set furnished by Lighthouse to the Customer either in the form of a dashboard, data feed or via an application programming interface (‘API’).

20.2. In deviation of section 4.1 a fixed Term shall apply to Data Solutions unless otherwise set out in the Ordering Document between Lighthouse and the Customer.

20.3. The Customer is expressly prohibited from sharing any Lighthouse Data received under the Agreement to third parties (including but not limited to hotels in the Customer’s portfolio) unless expressly authorised by Lighthouse in writing.

20.4. Lighthouse Data Solutions is strictly for the Customer's internal business use and may not be used for any other purpose without prior written consent.

20.5. The Lighthouse Data provided to the Customer must be removed by the Customer from its infrastructure upon expiration or termination of the Agreement. The Customer shall certify in writing confirmation of this obligation.

21. Whitelabeled Add-Ons

21.1. Certain Add-Ons provided by Lighthouse may include access to third-party systems and services operated and maintained by independent providers (“Whitelabeled Services”). 

21.2. Access to and use of a Whitelabeled Service is conditional upon the Customer accepting the specific terms and conditions of the relevant third-party provider (“Third-Party Terms of Use”). The Customer is solely responsible for reviewing and complying with all applicable Third-Party Terms of Use prior to using any Whitelabeled Services. Such acceptance may be required within the Lighthouse application or directly within the Whitelabeled Service. If the Customer does not accept the Third-Party Terms of Use, the Customer will not be permitted to access or use the corresponding Whitelabeled Service. 

21.3. Lighthouse acts solely as a facilitator of access to the Whitelabeled Services and does not warrant, support, or assume any responsibility for the availability, performance, legal compliance, or functionality of the Whitelabeled Services. All claims, liabilities, or disputes arising from the use of the Whitelabeled Services are subject exclusively to the applicable Third-Party Terms of Use.

21.4. Without prejudice to the foregoing and in addition to any limitations of liability set out in these Terms and Conditions, the Customer agrees that, to the extent any claim is brought against Lighthouse in connection with the Whitelabeled Services, Lighthouse shall be entitled to rely on, and invoke, any and all limitations of liability, warranty disclaimers, and other legal defenses available to the providers of the Whitelabeled Services under the Third-Party Terms of Use, as if such provisions were directly applicable to Lighthouse.

21.5. In the event that Lighthouse’s partnership with any Whitelabeled Service provider terminates or expires, access to the relevant Whitelabeled Service shall cease immediately. The Customer will be invoiced only up to the effective date of such termination, with no further fees payable thereafter. The Customer acknowledges and agrees that such prorated adjustment of fees constitutes the Customer’s sole and exclusive remedy in connection with the discontinuation of any Whitelabeled Service, and Lighthouse shall have no further liability or obligation arising from or related to such discontinuation.

21.6. This clause shall be read in conjunction with, and without limitation to, the liability provisions set out elsewhere in these Terms and Conditions.

22. Payment Manager

22.1. Service Overview. The Payment Manager is a white-label payment solution powered by a Payment Service Provider. ("PSP"). Lighthouse provides access to the Payment Manager within its Software, while PSP handles all payment processing.

22.2. Customer Obligations. The Customer (i) must create and maintain a PSP account and comply with all applicable terms in the PSP User Agreement; (ii) is responsible for ensuring compliance with all payment-related laws and regulations, including AML and KYC requirements; (iii) must maintain security and confidentiality of account credentials.

22.3. PSP User Agreement. Lighthouse is not a party to the User Agreement between the Customer and PSP and is not responsible for PSP’s obligations under that User Agreement.

22.4. Fees & Invoice. Fees will be deducted from processed funds before settlement, and will be invoiced monthly by Lighthouse. 

22.5. Liability & Indemnification. The Customer is fully responsible for its use of the Payment Manager and indemnifies Lighthouse against any claims arising from its transactions, refunds, or non-compliance.

22.6. Change of Payment Service Provider. Lighthouse reserves the right, at its sole discretion, to change the Payment Service Provider at any time.

22.7. Governing Terms. These terms supplement Lighthouse’s Standard Terms and Conditions. In case of conflicts, these terms take precedence for payment-related matters, followed by Lighthouse’s Standard Terms and Conditions and then the PSP User Agreement.

22.8. PCI-COMPLIANCE. Lighthouse is a PCI-compliant enterprise and acts within the scope of processing payment details in accordance with the PCI COMPLIANCE guidelines. More information can be consulted via the link at: www.pcicomplianceguide.org. Lighthouse cannot be held liable for the theft of payment details or for actions by the Customer or by third parties in conflict with the PCI COMPLIANCE guidelines.

23. Website Manager

23.1. The Website Manager may include cookie consent management functionality powered by an integrated third-party consent management platform. This functionality is provided as a tool to assist Customer in managing cookie consent collection. Lighthouse does not warrant that the cookie consent management tool satisfies Customer's specific legal or regulatory obligations under applicable data protection laws. Customer remains responsible for determining the tool's suitability for its regulatory requirements, its proper configuration, and ongoing compliance verification. Lighthouse's obligations under Sections 13.1 and 14 of the General Terms and Conditions shall not extend to claims arising from Customer's reliance on the cookie consent management tool as a substitute for its own legal compliance assessment.

24. Predictive Personalization

24.1. Predictive Personalization is the machine learning tool offered by THN with the goal of increasing direct conversion and reducing promotional costs through various campaigns. 

24.2. THN will charge a commission based on the total revenue of the bookings generated with the previously agreed promotional code provided by the Customer. 

24.3. THN will contact the Customer at the beginning of each month to request the bookings that have the agreed promotional code. The Customer commits to providing the list of bookings within 10 days of the request. If the Customer does not respond within the aforementioned timeframe, THN will invoice the commission based on the information available on the Platform. 

24.4. If the Customer decides to cancel the use of the Predictive Personalization product, the Customer must pay all commissions for bookings made with the agreed promotional code during the following month, regardless of whether check-out has been completed or not. The product can be cancelled at the end of any month with a 30-day notice period.

25. SafeDirect Assistance

25.1. SafeDirect Assistance is a conversion support product that allows hotels to increase direct bookings through travel assistance insurance.

25.2. The Specific Contracting Conditions for the SafeDirect Assistance product are accessible at any time for the Customer in its updated version at the following links:

• For Mexico: https://info.thehotelsnetwork.com/travel-assistance-mexico 

• For The Rest of the World: https://info.thehotelsnetwork.com/travel-assistance-international 

25.3. By executing an Agreement for this product, Customer agrees to the Data Transfer Agreement.

26. KITT

26.1. KITT is an AI-powered voice assistant designed to efficiently handle reservation requests and respond to guest inquiries. KITT enhances operational efficiency and improves guest satisfaction, resulting in increased direct bookings, higher average daily rates (ADR), improved occupancy rates, and additional revenue streams.

26.2. The Customer expressly authorises THN, on their behalf and under their sole responsibility, to manage the procurement and maintenance of one (1) or more phone numbers in the Customer’s name. These numbers will be provided to the Customer for future use/connection. The Customer releases THN from any liability for damages arising from the improper use of the phone numbers and related services. The Customer assumes full responsibility for their personnel’s use of these services in compliance with applicable laws.

26.3. In the event that we detect an exorbitant volume of calls made by bots, automated calls, or calls that do not correspond to legitimate users, we reserve the right to impose additional charges or limit service to cover the costs resulting from such inappropriate use. 

27. ERNEST - AI ASSISTANT

27.1. Product Description

27.1.1. Ernest is an AI-powered conversational assistant, built on AI models that enables Customers to query, analyse and act upon data available through their subscribed Lighthouse Products and Services and third-party systems authorised by the Customer.

27.1.2. Ernest has the following capabilities:

(a) Ernest Chat: a read-only conversational interface enabling the Customer to query, retrieve and analyse data from their subscribed Lighthouse Products and third-party systems authorised by the Customer;

(b) Ernest Recommends: a recommendation layer that generates AI-powered pricing and commercial strategy suggestions for the Customer’s review and confirmation; and

(c) Ernest Acts: an action layer that, subject to the additional terms at clause 27.3 and clause 27.4, enables Ernest to execute Actions in Lighthouse and third-party systems on the Customer’s instruction.

27.1.3. Ernest’s data access is strictly gated by the Customer’s active product subscriptions. Ernest may only access data from Lighthouse Products to which the Customer holds a current subscription. Access to Ernest Acts is subject to the activation conditions set out in clause 27.8.

27.2. Data Configuration

27.2.1. Ernest uses only the following data in providing its services:

(a) the Customer’s own proprietary data (including property management system, reservation, and channel data) accessible through the Customer’s Lighthouse product subscriptions;

(b) publicly available rate and market data; and

(c) anonymised and aggregated market benchmarking outputs as served to the Customer through the Customer’s subscription to Lighthouse benchmarking products (if any).

27.2.2. Ernest does not access, process, or use individual competitor hotel data, whether sourced from Benchmark Insight’s underlying data pool or otherwise. All benchmarking data accessed by Ernest is anonymised and aggregated per the applicable data protections described in clause 18 of these Terms and Conditions.

27.2.3. No data from the Customer’s Ernest session is used to inform any other customer’s Ernest session or any other Lighthouse product or service provided to a third party. All tool calls within Ernest are scoped to a single Participating Property via a unique property identifier. No cross-customer data flows exist within Ernest’s architecture however Ernest may use user behaviour to improve itself. For the avoidance of doubt, any use of user behaviour data for improvement purposes is limited to aggregate and anonymised patterns only and does not involve individual session content (see clause 16.7).

27.2.4. Session state within Ernest is user-scoped. Property preferences are stored on a per-property basis via dedicated preference tools within Ernest. Ernest may generate or persist automatic cross-session memories.

27.3. Action Layer: Authorisation and Logging

27.3.1. Where Ernest Acts is activated for the Customer, Ernest may execute actions in third-party systems, including rate updates, personalisation campaign launches, and booking restriction modifications (each an “Action”). The following conditions apply to all Actions:

(a) the Customer shall pre-authorise Ernest to perform Actions within specific categories configured by an account administrator in the Ernest settings interface (the “Permitted Action Categories”). The Permitted Action Categories shall constitute the Customer’s standing instruction to Ernest in respect of those categories;

(b) each Action requires per-Action confirmation from an Authorised User before execution, unless a Guardrail Action is active under clause 27.4 and the Action falls within the parameters pre-approved under that clause;

(c) Lighthouse will maintain logs of all Ernest-initiated Actions for a minimum of twelve (12) months from the date of each Action, recording the data inputs relied upon, the Action type, the timestamp of execution, and the identity of the confirming Authorised User (or, for Guardrail Actions, the relevant guardrail parameters and trigger conditions); and

(d) Ernest-initiated Actions cannot be reversed once transmitted to a third-party system. The Customer acknowledges this irrevocability and accepts all financial, operational, and commercial consequences arising from executed Actions, whether confirmed individually or executed pursuant to pre-approved Guardrail parameters. Lighthouse bears no obligation to attempt, facilitate, or compensate for any reversal or unwinding of an executed Action. Lighthouse does not independently verify the commercial appropriateness of any Action prior to execution.

27.3.2. The Customer warrants that it holds all necessary licences, permissions, and authorisations from all relevant third-party system operators (including property management systems, revenue management systems, and channel managers) required to permit Ernest to transmit instructions to those systems. Lighthouse acts solely as the Customer’s agent in transmitting Actions to third-party systems and shall not be liable for errors, losses, or failures arising from a third-party system’s processing of an otherwise correctly transmitted Action.

27.4. Autonomous Guardrail Actions

27.4.1. Where the Customer configures pre-approved Guardrail Actions enabling Ernest to execute certain Actions without per-Action confirmation (“Guardrail Actions”), the following conditions apply:

(a) Guardrail parameters must be configured in the Ernest settings interface by an account administrator of the Customer. Such configuration constitutes the Customer’s express pre-authorisation for Ernest to execute Actions within the defined parameters without further per-Action confirmation. Lighthouse shall be entitled to act upon Guardrail configurations as a complete and sufficient authorisation. Lighthouse has no duty to assess, validate, or second-guess the commercial or operational appropriateness of any Guardrail configuration. The Customer is solely responsible for ensuring its Guardrail configurations are correctly set and reflect its intended parameters at all times;

(b) Guardrail Actions may use only the data sources specified in clause 27.2.1 and clause 27.2.2 as their basis. Guardrail Actions shall not be configured to monitor or respond to the real-time pricing activity of other Lighthouse customers;

(c) the Customer may disable all Guardrail Actions at any time via the Ernest settings interface with immediate effect;

(d) Lighthouse may suspend or disable Guardrail Actions for any Customer, with or without prior notice, for compliance, regulatory, technical, or security reasons. Where reasonably practicable, Lighthouse will provide prior notice before suspension;

(e) all Guardrail Actions are logged in accordance with clause 27.3.1 (c) and are subject to the reversal terms at clause 27.3.1 (d); and

(f) where Guardrail Actions are configured to execute across multiple Participating Properties (a “Portfolio Guardrail Action”), the Customer’s account administrator must expressly configure and pre-authorise the portfolio scope of the relevant Guardrail configuration. Lighthouse’s aggregate liability cap under clause 14.4 of these Terms and Conditions applies per incident, not per Participating Property affected by any single erroneous Action. The Customer expressly acknowledges that the aggregate liability cap under clause 14.4 applies on a per-incident basis regardless of the number of Participating Properties affected by any single erroneous Action.

27.4.2. Before materially expanding Guardrail Action capabilities beyond those available at the time of the Customer’s activation of Ernest Acts, Lighthouse will provide the Customer with at least thirty (30) days’ prior written notice. The Customer may disable all Guardrail Actions prior to any such expansion taking effect.

27.5. Liability and Risk Allocation

27.5.1. Ernest’s recommendations and outputs are AI-generated and provided for informational and operational purposes only. Lighthouse expressly disclaims all liability for:

(a) revenue loss, pricing errors, or competitive harm arising from the Customer’s reliance on or implementation of Ernest’s outputs;

(b) losses arising from Actions executed in third-party systems, where those Actions were confirmed by an Authorised User or executed within pre-approved Guardrail parameters; and

(c) unavailability, errors, or failures of third-party systems receiving Ernest-initiated Actions.

(d) any indirect, consequential, special, incidental, or punitive damages of any kind arising from or related to Ernest’s outputs, recommendations, or Actions, regardless of whether Lighthouse was advised of the possibility of such damages and regardless of the theory of liability.

The limitation of liability at clause 14.4 of these Terms and Conditions applies to all claims arising under this clause 27.

27.5.2. The Customer acknowledges that:

(a) all Actions taken on the basis of Ernest’s recommendations are at the Customer’s sole risk;

(b) Notwithstanding Ernest’s capability to execute Actions autonomously pursuant to Customer-configured Guardrail parameters, Ernest is not a substitute for the Customer’s independent commercial judgement. The Customer remains solely responsible for the commercial outcomes of all Actions, whether such Actions were individually confirmed or autonomously executed pursuant to pre-approved Guardrails. The Customer’s configuration of Guardrail parameters constitutes its commercial judgement applied in advance; and

(c) the Customer is solely responsible for compliance with all applicable pricing regulations, rate parity obligations, and pricing transparency requirements in each jurisdiction in which it operates. Lighthouse expressly disclaims any liability for the Customer’s non-compliance with such regulations, including where Actions recommended or executed by Ernest contribute to that non-compliance. This clause supplements the disclaimer in clause 19.4 of these Terms and Conditions, which applies equally to AI-generated rate recommendations implemented via Ernest’s action layer.

27.5.3. Nothing in this clause limits or excludes Lighthouse’s liability to the extent that such limitation or exclusion is prohibited under clause 14.1 of these Terms and Conditions.

27.6. Customer Responsibilities: Regulatory Compliance and End Users

27.6.1. The Customer shall ensure that its deployment and use of Ernest complies with all applicable laws and regulations affecting its own guests, booking channel partners, and any third parties affected by Actions executed through Ernest, including applicable consumer protection and competition laws.

27.6.2. The Customer is solely responsible for meeting any transparency, disclosure, or notice obligations that it may owe to its own guests or booking channel partners arising from the use of AI-generated pricing recommendations or automated Actions. Lighthouse shall not be liable for any claim by a third party arising from the Customer’s failure to fulfil such obligations.

27.6.3. The Customer acknowledges that AI pricing and autonomous decision-making tools may be subject to regulatory requirements in some jurisdictions, including requirements arising under the EU AI Act (Regulation (EU) 2024/1689) and equivalent legislation. Where the Customer operates in a jurisdiction in which Ernest constitutes, or forms part of, an AI system subject to regulatory obligations applicable to the Customer as a deployer of that system, the Customer bears sole responsibility for ensuring its own compliance with those obligations. Lighthouse will provide reasonable assistance and information to the Customer to support such compliance, including making available details of Ernest’s data inputs, outputs, and human oversight controls upon written request. To the extent Lighthouse constitutes a provider of an AI system under the EU AI Act, Lighthouse will maintain the technical documentation required under Article 11 of that Regulation and make available to the Customer, upon written request, the information necessary to fulfil the Customer’s transparency obligations under Article 13. Lighthouse will respond to written requests for Article 13 transparency information within a reasonable period, not to exceed thirty (30) business days. Lighthouse may redact or withhold information that is commercially confidential or proprietary, provided that such redaction does not prevent the Customer from fulfilling its own regulatory obligations.

27.7. AI Service Provider and Third-Party Dependencies

27.7.1. Ernest is model agnostic and uses AI models from one or more third-party providers ("AI Service Providers"), which Lighthouse may select, combine or replace per task.

27.7.2. Lighthouse only uses AI Service Providers that are contractually bound to process input and output data solely to provide their services, as processor or sub-processor, and not to use such data to train their models. Processing is subject to clause 16.10 and the data processing agreement between Lighthouse and the Customer, including its sub-processor notification provisions.

27.7.3. Clause 12.2 applies to any unavailability or interruption of Ernest caused by AI Service Providers or other third-party dependencies.

27.8. Ernest Acts: Activation and Suspension

27.8.1. Access to Ernest Acts is not automatically available upon subscription to Ernest. Before activating Ernest Acts, the Customer must, via the Ernest settings interface:

(a) configure the Permitted Action Categories and any Guardrail Action parameters it wishes to enable;

(b) confirm that it holds all necessary licences, permissions, and authorisations from all relevant third-party system operators to permit Ernest to transmit Actions to those systems; and

(c) acknowledge acceptance of the terms of this clause 27 as they apply to Ernest Acts.

27.8.2. Such confirmation by the Customer constitutes its self-declaration of readiness to use Ernest Acts and its standing instruction to Lighthouse to activate Ernest Acts for its account. Lighthouse is not obliged to verify the accuracy of the Customer’s confirmations prior to activation.

27.8.3. Lighthouse reserves the right to suspend or withdraw access to Ernest Acts from any Customer at any time upon written notice if Lighthouse reasonably determines that continued activation poses a material compliance, regulatory, or security risk. Where reasonably practicable, Lighthouse will provide at least fourteen (14) days’ prior notice before withdrawal, except where immediate suspension is required for regulatory or security reasons.

27.9. Relationship to Other Provisions

27.9.1. This clause 27 applies in addition to clause 16 (Artificial Intelligence) of these Terms and Conditions, which continues to apply to Ernest in its entirety. Where there is any conflict between this clause 27 and clause 16, this clause 27 shall prevail to the extent of the conflict and as applicable to Ernest specifically.

27.9.2. The Customer’s use of Benchmark Insight data accessed via Ernest remains subject to clause 18 of these Terms and Conditions.

27.9.3. The disclaimer at clause 19.4 of these Terms and Conditions applies equally to AI-generated rate recommendations implemented via Ernest’s action layer.

27.10. Third-Party System Access

27.10.1. Where the Customer wishes Ernest or any Custom AI Assistant (as defined in clause 27.11) to access, retrieve, or act upon data held in third-party systems (including but not limited to property management systems, channel managers, revenue management systems, customer relationship management platforms, and other data sources) (each a “Third-Party System”), the Customer hereby grants Lighthouse a limited, non-exclusive, revocable licence to access and use such Third-Party Systems solely on the Customer’s behalf and solely to the extent necessary to provide the relevant AI Assistant capabilities.

27.10.2. The Customer warrants and represents that:

(a) it holds all necessary rights, licences, permissions, and authorisations from all relevant Third-Party System operators to permit Lighthouse to access those systems on its behalf;

(b) the granting of access to Lighthouse does not violate any agreement between the Customer and any Third-Party System operator, or any applicable law or regulation; and

(c) where Third-Party System access involves the processing of personal data, the Customer has ensured that an appropriate legal basis exists for such processing and that all required notices, consents, or agreements are in place.

27.10.3. Lighthouse expressly disclaims all liability for:

(a) the accuracy, completeness, or fitness for purpose of any data retrieved from Third-Party Systems;

(b) any unavailability, error, failure, or interruption of any Third-Party System, whether or not such unavailability affects the operation of Ernest or any Custom AI Assistant;

(c) any outputs, recommendations, or Actions generated by Ernest or any Custom AI Assistant that are based in whole or in part on data retrieved from Third-Party Systems; and

(d) any claim, loss, or liability arising from the Customer’s failure to hold the necessary authorisations described in clause 27.10.2, including any claim brought by a Third-Party System operator against Lighthouse arising from such access.

27.10.4. The Customer shall indemnify and hold harmless Lighthouse from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (i) any breach of the warranties in clause 27.10.2; or (ii) any claim by a Third-Party System operator arising from Lighthouse’s access to that system on the Customer’s behalf and at the Customer’s direction.

27.10.5. The Customer may revoke Third-Party System access at any time by updating the relevant credentials or permissions in the Ernest or Custom AI Assistant settings interface. Lighthouse will cease accessing revoked systems with reasonable promptness following such revocation. Revocation does not affect Lighthouse’s right to retain logs of prior access as required under clause 27.3.1 (c).

27.11. Custom AI Assistants

27.11.1. Where Lighthouse develops, deploys, or provides a bespoke AI-powered assistant for a Customer, whether as part of a professional services engagement, a custom product configuration, or otherwise (each a “Custom AI Assistant”), the terms of this clause 27 shall apply to that Custom AI Assistant in their entirety, with references to “Ernest” construed accordingly as references to the relevant Custom AI Assistant.

27.11.2. Any additional terms specific to a Custom AI Assistant (including scope of functionality, data sources, permitted actions, or delivery obligations) shall be set out in the applicable order form, statement of work, or other written agreement between the parties (each a “Custom AI Agreement”). In the event of any conflict between a Custom AI Agreement and this clause 27, the Custom AI Agreement shall prevail to the extent of the conflict, unless the Custom AI Agreement expressly provides otherwise.

27.11.3. Without limiting the generality of clause 27.11.1, the following provisions of this clause 27 apply to all Custom AI Assistants without modification:

(a) the liability and risk allocation in clause 27.5, including the disclaimer of consequential damages and the aggregate liability cap;

(b) the customer responsibilities for regulatory compliance in clause 27.6;

(c) the third-party system access terms in clause 27.10; and

(d) the AI service provider and third-party dependency provisions in clause 27.7, as applicable to the underlying AI model(s) used in the Custom AI Assistant.

27.11.4. The Customer acknowledges that a Custom AI Assistant is an AI-generated tool provided for the Customer’s specific operational context and that Lighthouse makes no warranty that any Custom AI Assistant will meet the Customer’s particular requirements or produce any specific commercial outcome. All outputs of a Custom AI Assistant are provided for informational and operational purposes only, and the Customer bears sole responsibility for reviewing, validating, and acting upon those outputs.

27.11.5. Intellectual property in any Custom AI Assistant, including its architecture, prompts, workflows, and tooling, shall vest in Lighthouse unless otherwise expressly agreed in the applicable Custom AI Agreement. Any licence granted to the Customer to use a Custom AI Assistant is non-transferable, and coterminous with the relevant subscription or engagement term.

27.12. Credits and Credit Usage

27.12.1. In this clause 27.12: “Billing Period” means the period by reference to which Credits are charged, as set out in the applicable Ordering Document; “Credit Allowance” means any number of Credits included in the Platform Fee or purchased for a Billing Period, as set out in the applicable Ordering Document; and “Credits” means the units of consumption used to charge for use of Ernest.

27.12.2. Ernest is made available to the Customer for the recurring platform fee, together with any per-user fee, set out in the Ordering Document (the “Platform Fee”). The Platform Fee is fixed for the then-current Subscription Term.

27.12.3. Credits consumed in excess of any Credit Allowance are charged in addition to the Platform Fee at the Credit rates set out in the Ordering Document.

27.12.4. The Customer is not required to purchase Credits in advance. Credits may be charged on a prepaid basis or invoiced monthly in arrears, as set out in the Ordering Document. Where Credits are charged in arrears, Lighthouse shall invoice the Customer for the Credits consumed during each Billing Period following the end of that Billing Period.

27.12.5. Each interaction with Ernest, including chats, routines and alerts, consumes one or more Credits.

27.12.6. Lighthouse shall make available to the Customer, within Ernest, a means of monitoring its Credit consumption during each Billing Period. The Customer may set a cap on its Credit spend for a Billing Period using the functionality made available in Ernest, and Lighthouse shall not charge Credits in excess of any such cap. Once the cap is reached, the Customer cannot use Ernest for the rest of that Billing Period, unless it raises the cap.

27.12.7. Lighthouse may add new Credit-based features from time to time.

27.12.8. Lighthouse may change Credit rates or Credit Allowances applicable to the Customer by giving not less than 60 days’ written notice before the end of the then-current Subscription Term, with effect from the start of the next Renewal Term. The Customer may accept the renewal on the changed terms or decline to renew.

28. Business Intelligence

Business Intelligence Data. Cross-source data variance, data timeliness and processing reliability for hotel performance data in Lighthouse Business Intelligence products are described in the Business Intelligence Data Processing Policy, as updated from time to time. The current version is available at: https://www.mylighthouse.com/business-intelligence-data-processing

DEFINITIONS

In this Agreement, where the context so admits, the following words and expressions shall have the following meanings:

“Authorised User(s)” means any employee or contractor of the Customer who is expressly permitted by the Customer to access and use the Products and Services solely for the Customer’s internal business purposes.

"Customer” means the customer subscribing to the Products and/or Services either on behalf of itself or managed, owned or franchised properties.

"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's or its Group Members' business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective Customers, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:(a) is available to the public other than because of any breach of this Agreement;(b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

"Ordering Document" means the ordering document which references these terms and conditions;

“Lighthouse Content” means all data, information and material owned by or licenced to Lighthouse or any of its Group Members and comprised within any Product and/or the Service, but excluding Customer Data and Customer Materials;

"Product(s)" means the Lighthouse product(s) as set out in the Agreement;

"Participating Properties" means hotels or other similar guest properties owned and/or operated by the Customer subscribed to the Products or Services;

"Service" means the service to be provided by Lighthouse consisting of provision of access to the Product(s) on a software as a service (SaaS) basis;

“Software” means any software owned by or licenced to Lighthouse or any of its Group Members and which forms part of, or is used in the provision of, any Product or the Service.

"Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign