1. INTRODUCTION

1.1 About Amberdwell

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

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

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

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

1.2 Purpose and Scope

These Terms and Conditions govern, where applicable:

a) the identification and consideration of hospitality properties by Amberdwell;

b) independent evaluations conducted through the Amberdwell Index;

c) Evaluation Results, classifications and Qualification;

d) inclusion in, administration of and publication through the Amberdwell Registry;

e) monitoring, reassessment, correction, suspension and withdrawal of Qualification;

f) optional services and materials supplied by Amberdwell;

g) the use of Amberdwell names, marks, materials, reports and intellectual property;

h) the relationship between Amberdwell Evaluation Results and eligibility for separate hospitality initiatives or platforms, including HOTELS WE TRUST; and

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

1.3 Independent Evaluation Does Not Automatically Create a Contract

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

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

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

1.4 Acceptance of these Terms

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

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

1.5 Independent and Non-Governmental Nature

Amberdwell is a private and independent hospitality evaluation organisation.

Neither Amberdwell nor the Amberdwell Index constitutes:

a) a governmental authority;

b) a governmental licence, permit or approval;

c) statutory or regulatory certification;

d) an official hotel classification;

e) a hotel star-rating system;

f) legal, technical, health, fire, security or safety certification;

g) regulatory inspection; or

h) governmental endorsement.

1.6 Nature of Amberdwell Opinions

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

It does not constitute a guarantee, warranty or representation that any particular Property will provide any particular experience to any individual guest.

2. DEFINITIONS

For the purposes of these Terms:

Amberdwell means SIA Amberdwell and, where appropriate, the hospitality evaluation activities operated under the Amberdwell name.

Amberdwell Index means the proprietary hospitality evaluation methodology, scoring framework, criteria, assessment principles, processes and related know-how developed, owned or controlled by Amberdwell.

Client means a natural or legal person acting in the course of business that has entered into a commercial agreement with Amberdwell or expressly accepted a paid Service.

Evaluation means an independent assessment of a Property conducted by Amberdwell using the Amberdwell Index and such evidence, research, verification and professional judgement as Amberdwell considers appropriate.

Evaluation Materials means reports, scores, observations, classifications, assessment documents and other materials produced in connection with an Evaluation.

Evaluation Result means any score, category score, classification, observation, conclusion, Qualification decision or other outcome resulting from an Evaluation.

HOTELS WE TRUST or HWT means a separate traveller-facing hospitality discovery and distribution platform that may use Amberdwell Evaluation Results as part of its property-selection and eligibility process.

Intellectual Property Rights means copyright, trademarks, database rights, design rights, trade secrets, confidential know-how and all other intellectual or industrial property rights recognised under applicable law.

Marks means the Amberdwell name, Amberdwell Index name, logos, badges, graphic identities and other trademarks or identifiers owned, used or controlled by Amberdwell.

Materials means certificates, plaques, badges, graphics, reports, documents, digital assets and other materials supplied, issued or licensed by Amberdwell.

Property means a hotel, resort, retreat, guesthouse, serviced accommodation or other hospitality establishment identified, researched, considered or evaluated by Amberdwell.

Qualification means Amberdwell's independent determination that a Property satisfies the applicable qualification requirements established under the Amberdwell Index at the relevant time.

Qualified Property means a Property that has achieved Qualification and whose Qualification has not expired, been superseded, suspended or withdrawn.

Registry or Amberdwell Registry means any official registry, database, directory, map or similar resource maintained by Amberdwell for recording or publishing Qualified Properties and related Evaluation information.

Services means any paid professional, administrative, reporting, licensing, production or other services expressly supplied by Amberdwell to a Client.

Terms means these Amberdwell Terms and Conditions, as amended from time to time in accordance with Section 22.

3. INDEPENDENT PROPERTY IDENTIFICATION AND SELECTION

3.1 Independent Identification

Amberdwell may independently identify Properties for research, consideration or Evaluation based on criteria determined by Amberdwell.

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

3.2 No Right to Demand Evaluation

Unless Amberdwell expressly provides otherwise, no Property has an automatic right to require Amberdwell to conduct an Evaluation.

Amberdwell may accept or decline requests for Evaluation at its discretion.

3.3 Selection Cannot Be Purchased

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

3.4 No Discrimination in Evaluation

Where Amberdwell conducts an Evaluation, the Evaluation Result shall be determined independently under the methodology applicable at the time and shall not be influenced by whether the Property has purchased, intends to purchase, declines or has previously purchased any commercial Service.

4. THE AMBERDWELL INDEX AND EVALUATION PROCESS

4.1 Evaluation Framework

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

Amberdwell may assess Properties across such hospitality dimensions, criteria and indicators as are established by the methodology from time to time.

4.2 Sources of Information

Amberdwell may use information lawfully obtained from sources including:

a) official Property websites and booking channels;

b) online travel agencies and booking platforms;

c) guest-review platforms;

d) publicly available business profiles and directories;

e) social media;

f) photographs, videos and other publicly accessible materials;

g) media publications;

h) information supplied by the Property or Client;

i) independent observations or verification activities; and

j) other sources Amberdwell reasonably considers relevant and reliable.

4.3 Assessment of Evidence

Amberdwell retains professional discretion regarding:

a) which sources are considered;

b) the reliability and relevance attributed to each source;

c) the weight given to available evidence;

d) the interpretation of conflicting information;

e) the scoring of individual criteria;

f) classifications and Qualification decisions; and

g) whether additional verification is required.

4.4 Third-Party Information

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

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

4.5 Property-Supplied Information

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

Amberdwell may revise an Evaluation Result if information relied upon during the Evaluation is subsequently found to have been materially inaccurate or incomplete.

4.6 Methodology Development

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

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

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

4.7 No Obligation to Disclose Proprietary Methodology

Amberdwell may publish general information explaining the Amberdwell Index.

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

5. EVALUATION RESULTS AND QUALIFICATION

5.1 Nature of Evaluation Results

Evaluation Results constitute Amberdwell's independent professional opinion.

They do not constitute statements of absolute fact regarding the quality, suitability or future performance of a Property.

5.2 Qualification

Amberdwell may designate a Property as Qualified where the Property satisfies the applicable Amberdwell Index qualification requirements at the time of Evaluation.

5.3 Qualification Cannot Be Purchased

Qualification is determined independently of payment.

A Property cannot purchase:

a) Qualification;

b) a particular score;

c) an increased score;

d) a particular classification;

e) a favourable Evaluation Result; or

f) continued Qualification where the applicable standards are no longer met.

5.4 No Payment Obligation from Qualification

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

a) identifies or researches the Property;

b) conducts an independent Evaluation;

c) assigns an Evaluation Result;

d) determines that the Property is Qualified;

e) records the Property in the Registry; or

f) informs the Property of its Evaluation Result or Qualification.

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

5.5 Qualification Thresholds

Amberdwell may establish and amend qualification thresholds and classifications from time to time.

Qualification shall be determined according to the standards applicable at the time of the relevant Evaluation or reassessment.

5.6 No Permanent Entitlement

Qualification does not create a permanent or irrevocable status.

It may be reassessed, superseded, corrected, suspended, withdrawn or allowed to expire in accordance with these Terms.

5.7 No Right to a Particular Result

No Property has a contractual or other entitlement to:

a) any particular Evaluation Result;

b) Qualification;

c) continued Qualification;

d) publication;

e) Registry inclusion;

f) any particular presentation or prominence; or

g) eligibility for any separate platform or commercial service.

6. AMBERDWELL REGISTRY

6.1 Purpose

Amberdwell may maintain an official Registry identifying Properties that have achieved Qualification or another status Amberdwell considers appropriate to record.

6.2 Information Published

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

a) Property name;

b) location;

c) Evaluation score;

d) classification;

e) Qualification status;

f) Qualification or Evaluation year;

g) selected Evaluation observations;

h) Property website;

i) factual Property information; and

j) other information reasonably relevant to the purpose of the Registry.

6.3 No Guaranteed Publication

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

Amberdwell retains editorial discretion regarding the format, location, duration and presentation of Registry information.

6.4 Modification and Discontinuation

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

6.5 Historical Records

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

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

7. RELATIONSHIP WITH HOTELS WE TRUST

7.1 Separate Function

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

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

7.2 Qualification Does Not Guarantee HWT Participation

Amberdwell Qualification does not automatically confer:

a) eligibility for HWT;

b) invitation to HWT;

c) acceptance into HWT;

d) publication on HWT; or

e) any contractual right to participate in HWT.

7.3 Additional HWT Selection Criteria

HWT may establish additional or higher eligibility requirements beyond the general Amberdwell Qualification standard.

Such criteria may include, without limitation:

a) a higher minimum Amberdwell Index score;

b) quality or consistency requirements;

c) relevance to the HWT collection;

d) geographic or market considerations;

e) portfolio composition;

f) property type or positioning;

g) operational suitability; and

h) other legitimate selection considerations.

Meeting any numerical threshold does not by itself create a right to participate.

7.4 Invitation and Commercial Participation

Eligible Properties may be invited separately to participate in HWT.

Commercial participation in HWT shall be governed by separate HWT terms, an applicable participation agreement or other contractual documentation.

7.5 Independence from Payment

Any HWT subscription, participation fee or other commercial payment:

a) does not purchase an Amberdwell Evaluation Result;

b) does not purchase Amberdwell Qualification;

c) does not increase or alter an Amberdwell Index score;

d) does not guarantee continued Qualification;

e) does not prevent reassessment or withdrawal of Qualification; and

f) does not guarantee continued HWT eligibility.

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

8. OPTIONAL AMBERDWELL SERVICES

8.1 Separate Services

Amberdwell may offer Qualified Properties, Clients or other business customers optional Services including, where applicable:

a) detailed evaluation reports;

b) management or executive reports;

c) licensed digital materials;

d) physical recognition materials;

e) analytical or advisory services;

f) additional reassessments or verification; and

g) other professional hospitality-related services.

8.2 Optional Nature

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

8.3 No Influence on Evaluation

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

8.4 Separate Scope

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

Where such documentation conflicts with these Terms, the order of precedence set out in Section 23 shall apply.

9. FEES AND PAYMENT

9.1 Fees

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

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

9.2 Nature of Fees

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

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

9.3 Payment

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

9.4 Late Payment

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

a) suspend performance of the affected paid Services;

b) withhold undelivered Materials;

c) charge statutory or contractually agreed late-payment interest; and

d) pursue reasonable recovery costs and other remedies available under applicable law.

Non-payment for a commercial Service does not retrospectively alter an independently determined Evaluation Result, although any separate commercial rights or Services may be suspended or terminated.

9.5 Refunds

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

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

10. EVALUATION REPORTS AND CONFIDENTIAL MATERIALS

10.1 Reports

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

10.2 Confidential Status

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

10.3 Restrictions

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

a) publish a confidential Report in full;

b) distribute it publicly;

c) sell or sublicense it;

d) materially alter it and represent the altered version as an Amberdwell document; or

e) use it in a misleading manner.

10.4 Permitted Public Information

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

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

11. PROPERTY INFORMATION, CONTENT AND PUBLICATION RIGHTS

11.1 Publicly Available Factual Information

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

11.2 Client-Supplied Materials

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

11.3 Rights Warranty

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

11.4 Third-Party Intellectual Property

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

Amberdwell shall use third-party protected content only where a lawful basis or appropriate permission exists.

11.5 Accuracy

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

Amberdwell may correct factual inaccuracies where reasonably appropriate.

12. INTELLECTUAL PROPERTY

12.1 Ownership

All Intellectual Property Rights relating to:

a) Amberdwell;

b) the Amberdwell Index;

c) evaluation methodologies;

d) criteria and scoring systems;

e) internal assessment processes;

f) Marks;

g) Registry structure and proprietary database elements;

h) Evaluation Materials;

i) reports, templates and documentation;

j) proprietary text, graphics and digital materials; and

k) related know-how, systems and confidential information,

remain the property of Amberdwell or the applicable rights holder.

12.2 No Transfer of Ownership

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

12.3 Limited Licence

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

12.4 Restrictions

Except where expressly permitted in writing or by mandatory law, no person receiving Amberdwell proprietary information may:

a) reproduce the Amberdwell Index;

b) copy proprietary evaluation criteria;

c) reverse engineer or attempt to derive confidential scoring logic or weighting;

d) reproduce proprietary assessment procedures;

e) create derivative materials falsely represented as Amberdwell materials;

f) modify Amberdwell Marks in an unauthorised manner;

g) sublicense Amberdwell Materials;

h) use Amberdwell Materials for another Property without permission; or

i) register or attempt to register a name, mark, domain or identifier confusingly similar to Amberdwell Marks in a manner that infringes Amberdwell's rights.

12.5 Publication of Scores Does Not Disclose Methodology

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

12.6 Protection of Rights

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

13. MONITORING AND REASSESSMENT

13.1 Right to Reassess

Amberdwell may review or reassess a Property where reasonably appropriate.

13.2 Relevant Changes

A reassessment may be initiated following, among other things:

a) material changes in guest feedback;

b) material changes in reputation;

c) ownership or management changes;

d) rebranding;

e) significant operational changes;

f) changes to the physical Property;

g) changes in service standards;

h) credible complaints or information relevant to Qualification;

i) material changes in publicly available information; or

j) the passage of time since the previous Evaluation.

13.3 Methods of Reassessment

Reassessment may be conducted through:

a) desk research;

b) digital evaluation;

c) publicly available information;

d) information requested from the Property;

e) independent verification;

f) an on-site evaluation where Amberdwell considers one appropriate; or

g) any reasonable combination of the above.

13.4 No Continuous Monitoring Obligation

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

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

14. CORRECTION, SUSPENSION AND WITHDRAWAL

14.1 Right to Act

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

14.2 Grounds

Relevant grounds may include:

a) materially false, inaccurate or misleading information;

b) material deterioration in the Property's hospitality performance;

c) failure to continue meeting the applicable standards;

d) material operational or reputational changes;

e) misuse of Amberdwell Marks or Materials;

f) fraud, manipulation or attempted interference with the Evaluation process;

g) closure or material change in the identity of the Property;

h) credible legal or regulatory circumstances materially relevant to the integrity of the Qualification; or

i) any other material circumstance that makes continued Qualification reasonably inappropriate.

14.3 Immediate Suspension

Amberdwell may temporarily suspend Qualification or publication while a material concern is being reviewed.

14.4 Opportunity to Clarify

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

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

14.5 Consequences

Following suspension or withdrawal, Amberdwell may:

a) change the Property's Registry status;

b) remove the Property from current Registry presentation;

c) retain an appropriate historical record;

d) withdraw permission to use applicable licensed Materials; and

e) notify relevant HWT administration where the Evaluation Result affects HWT eligibility.

14.6 Commercial Payment Does Not Prevent Withdrawal

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

15. THIRD-PARTY PLATFORMS AND SERVICES

15.1 Independent Platforms

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

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

15.2 No Responsibility for Third-Party Services

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

a) third-party platform availability;

b) errors or omissions in third-party information;

c) changes in third-party ratings or reviews;

d) third-party algorithms;

e) third-party policies;

f) third-party booking or payment systems;

g) content removed or changed by third parties; or

h) acts or omissions of independent third-party providers.

15.3 Third-Party Marks

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

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

16. NO GUARANTEE OF COMMERCIAL OR OTHER RESULTS

16.1 No Commercial Guarantee

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

a) bookings;

b) occupancy;

c) revenue;

d) profitability;

e) customer acquisition;

f) direct bookings;

g) website traffic;

h) improved reputation;

i) media coverage;

j) market positioning;

k) search-engine rankings;

l) visibility in artificial-intelligence systems;

m) recommendation by search engines, AI assistants, travel platforms or other third parties; or

n) any other commercial, financial or business outcome.

16.2 No Guest Guarantee

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

16.3 No Professional Advice

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

17. RESPONSIBILITY FOR PROPERTY OPERATIONS

Amberdwell does not own, operate, manage or control Properties merely because they have been evaluated or Qualified.

The relevant Property operator remains solely responsible for its operations, including:

a) services supplied to guests;

b) guest safety;

c) employees and contractors;

d) legal and regulatory compliance;

e) licences and permits;

f) bookings, cancellations and refunds;

g) pricing and availability;

h) food, facilities and amenities;

i) security;

j) accessibility; and

k) any contractual relationship between the Property and its guests.

Amberdwell is not a party to a booking or accommodation contract merely because a traveller discovered a Property through an Amberdwell publication or related platform.

18. LIMITATION OF LIABILITY

18.1 Application

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

Nothing in these Terms excludes or limits liability where such liability cannot lawfully be excluded or limited.

18.2 Excluded Losses

Amberdwell shall not be liable for indirect, incidental, special or consequential loss arising out of or in connection with a paid Service, including loss of:

a) profit;

b) revenue;

c) business;

d) anticipated savings;

e) opportunity;

f) goodwill;

g) reputation; or

h) data,

except to the extent such liability cannot lawfully be excluded.

18.3 Liability Cap for Paid Services

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

18.4 Independent Unpaid Evaluations

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

Nothing in this Section excludes any liability that may arise independently under mandatory applicable law.

18.5 Third-Party Decisions

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

19. INDEMNIFICATION

To the extent permitted by applicable law, a Client shall indemnify Amberdwell against reasonable third-party claims, liabilities, losses, damages and costs to the extent directly arising from:

a) materials supplied by the Client that infringe third-party Intellectual Property Rights;

b) materially false or misleading information knowingly or negligently supplied by the Client;

c) unauthorised or materially misleading use by the Client of Amberdwell Marks or Materials;

d) the Client's operation of the Property; or

e) a material breach by the Client of an applicable agreement or these Terms.

This Section shall not require indemnification to the extent that the relevant loss was caused by Amberdwell's own unlawful conduct.

20. CONFIDENTIALITY

20.1 Confidential Information

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

20.2 Exclusions

Confidentiality obligations do not apply to information that:

a) is lawfully public;

b) was lawfully known before disclosure;

c) is independently developed without use of the confidential information;

d) is lawfully obtained from another source without confidentiality obligations; or

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

20.3 Amberdwell Proprietary Information

Without limitation, Amberdwell's confidential and proprietary information may include:

a) unpublished Amberdwell Index criteria;

b) scoring logic and weighting;

c) internal evaluation procedures;

d) evaluator notes;

e) unpublished research;

f) confidential Evaluation Reports;

g) internal documentation; and

h) unpublished commercial or strategic information.

20.4 Required Disclosure

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

20.5 Survival

Confidentiality obligations shall survive termination of the relevant commercial relationship for five (5) years, except that trade secrets and proprietary methodology shall remain protected for so long as they remain protected or confidential under applicable law.

21. DATA PROTECTION AND PRIVACY

21.1 Compliance

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

21.2 Business Contact Information

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

a) conducting and administering Evaluations;

b) business communications;

c) administering Services;

d) maintaining appropriate business records;

e) responding to enquiries;

f) protecting Amberdwell's legal rights and legitimate interests; and

g) complying with legal obligations.

21.3 Independent Controllers

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

21.4 Privacy Policy

Further information regarding Amberdwell's processing of personal data, including applicable purposes, legal bases, retention, recipients and data-subject rights, shall be provided in Amberdwell's Privacy Policy.

22. CHANGES TO THESE TERMS

22.1 Right to Amend

Amberdwell may amend these Terms from time to time to reflect changes in its services, methodology, operations, legal requirements or business structure.

22.2 Effective Date

Updated Terms shall apply from the effective date stated in the published version.

22.3 Existing Paid Agreements

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

An amendment shall not retrospectively remove accrued rights or alter obligations that cannot lawfully be modified unilaterally.

23. GENERAL PROVISIONS

23.1 Entire Agreement

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

23.2 Order of Precedence

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

a) a signed individual agreement;

b) a specific order, schedule or service-specific terms;

c) these Terms.

23.3 Severability

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

23.4 No Waiver

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

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

23.5 Assignment

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

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

23.6 No Partnership, Agency or Employment

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

23.7 Third-Party Rights

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

23.8 Survival

Provisions which by their nature are intended to survive shall continue after termination or expiry, including provisions concerning Intellectual Property Rights, confidentiality, accrued payment obligations, limitation of liability, indemnification and dispute resolution.

24. FORCE MAJEURE

Neither Amberdwell nor a Client shall be liable for delay or failure to perform a contractual obligation to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, war, civil disturbance, governmental action, widespread telecommunications or internet failure, material third-party infrastructure failure or other comparable events.

The affected party shall take reasonable steps to mitigate the effect of such circumstances.

This Section does not excuse payment obligations that accrued before the relevant force majeure event.

25. ELECTRONIC COMMUNICATIONS AND NOTICES

25.1 Electronic Communications

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

25.2 Client Contact Information

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

25.3 Operational Communications

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

26. GOVERNING LAW AND DISPUTE RESOLUTION

26.1 Governing Law

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

26.2 Good-Faith Resolution

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

26.3 Jurisdiction

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

27. LANGUAGE

These Terms are prepared in English.

Translations may be provided for convenience.

To the extent permitted by applicable law, if any inconsistency exists between the English version and a translation, the English version shall prevail.

28. COMPANY INFORMATION

These Terms are issued by:

SIA Amberdwell
Registration No.: 40203618394
Registered Office: Ropažu novads, Stopiņu pagasts, Līči, Krāces -19, LV-2118, Latvija

Website: amberdwell.com
Email: info@amberdwell.com

© 2026 SIA Amberdwell. All rights reserved.

Version 2.0 | Effective from: 7 June 2026 | Last Updated: 4 September 2026

AMBERDWELL

Terms & Conditions