1. PROVIDER–COMPANY SERVICES

1.1 The PROVIDER–COMPANY shall provide the PARTNER–CUSTOMER with the services referred to in Annex 1 of the Agreement (hereinafter the “Services”). Any additional support services, if used, shall be charged extra and shall be subject to the PROVIDER’s pricing policy.

1.2 The PROVIDER–COMPANY is obliged to provide the Services to the PARTNER–CUSTOMER in a proper manner.

1.3 In order for the PROVIDER–COMPANY to provide the Services, installation and configuration, as well as training of the PARTNER–CUSTOMER in the use of the Services, are necessary.

1.4 The PROVIDER–COMPANY shall use every effort to ensure the uninterrupted access of the PARTNER–CUSTOMER to the software and/or applications to which the provision of the Services relates, 24 hours a day and every day, for the entry or modification of the data of its accommodation properties. The PROVIDER does not, however, guarantee uninterrupted and error-free operation of the software and/or applications to which the provision of the Services relates, as issues may arise from factors beyond its control, such as the World Wide Web, telephone lines, emergencies, etc.

1.5 The data relating to reservations in the accommodation property(ies) of the PARTNER–CUSTOMER are strictly confidential and under no circumstances shall be disclosed to third parties or used by the PROVIDER–COMPANY for its own benefit, even after the expiry/termination of their relationship.

1.6 In the event that the PARTNER–CUSTOMER requests the PROVIDER–COMPANY to include within the Services also data entry of information relating exclusively to the PARTNER–CUSTOMER (indicatively and not limited to accommodation details, pricing policy, availability, contracts, media, etc.), the entry of such data into the booking system shall not constitute an obligation of the PROVIDER, nor shall it form part of the provided service as analyzed in the Agreement, and it shall be carried out solely at the responsibility of the PARTNER–CUSTOMER, taking place exclusively for its convenience. Therefore, for any inaccuracy or error relating to such data, the PROVIDER–COMPANY shall bear no liability whatsoever.

1.7 Additional Cost for Payment Integration: The activation and use of the electronic payments mechanism (RoomRack Payment), including integrations with third-party payment systems, banking providers and other transaction settlement services, may result in additional charges (service fees) per transaction. These charges cover the cost of technical support, maintenance, secure operation of the servers, upgrades of the mechanism, as well as any required certifications or compliance with banking protocols and security standards. The amount of the additional charge may range per transaction from €0.10 to €1.00 or, on a percentage basis, up to 2% per transaction, depending on the volume, nature and manner of payment processing.

2. DEFINITIONS

The words and expressions defined below shall have the meaning attributed to them when used in this agreement or in the annex. Additional definitions may exist in the main text of this agreement and in the annex.

● Partner–Customer means, in relation to any natural or legal person, any other person or legal entity that controls, is controlled by, or is under common control with such first person or legal entity.
● Business Day means any business day on which banks are open in Greece, excluding Saturday and Sunday.
● Force Majeure means any event beyond the control of a Party, in particular an act of war, earthquake, hurricane, flood, fire or any other similar incident such as embargo, riot, terrorism, sabotage, strike, act of government, uprising, epidemic, inability to procure materials or means of transport, interruption of electricity supply, legal or regulatory governmental impediment, court decision, conviction, failure of the Internet.
● PMS – Property Management System means an accommodation management program. The basic package of the system includes: annual use of the cloud platform, unlimited number of customer, company and agency entries and issuance of documents, connection with AADE – e-Invoicing, ability to connect with a booking engine, Housekeeping Management (including 3 users with full rights), ability to add additional users per Property, Online Check-In application (module), module for connection with a Channel Manager.
● Service Commencement Date is the date provided for in the Basic Commercial Terms.

3. SOFTWARE LICENSE

3.1 The software and applications are protected as any other intellectual property work by copyright laws and international intellectual property conventions, as well as by other relevant laws and conventions. By virtue of the Agreement, only a right of use thereof is granted to the PARTNER–CUSTOMER, and no intellectual property right therein is sold or assigned.

3.2 For the duration of the usage period, the PROVIDER–COMPANY grants the PARTNER–CUSTOMER a perpetual, non-exclusive and non-transferable right to use the Service in accordance with this Agreement. The Company shall at all times retain ownership of all documents and any copies thereof.

3.3 Upon commencement of this agreement, the PROVIDER–COMPANY provides the PARTNER–CUSTOMERwith credentials (Username and Password), which ensure its right of access and use of the software to the extent described in the agreement.

3.4 Such credentials are provided to the PARTNER–CUSTOMER solely for the purpose of using the system in accordance with the terms of this agreement. Disclosure of such credentials to third parties (natural persons or companies not connected with the Customer) gives the PROVIDER–COMPANY the right to claim from the PARTNER–CUSTOMER compensation for the restoration of any damage suffered from any use of the software and/or applications outside the scope of the Agreement.

3.5 The PARTNER–CUSTOMER is not permitted, either independently or in cooperation with third parties (companies or individuals), to modify the software and reproduce it by reverse engineering, reconstruct the original (source) code or the object code (decompilation or disassembly) of the elements comprising it. In the event such breach is identified, Abouthotelier reserves all lawful rights to remedy its damage arising from such contractual breach.

3.6 Any supplementary software code or supplementary data provided by the PROVIDER–COMPANY to the PARTNER–CUSTOMER shall be considered part of the PROVIDER–COMPANY and shall be subject to the Company’s pricing policy.

3.7 The PARTNER–CUSTOMER is not permitted to lease or finance-lease or lend or transfer the right of use of the software to which the provision of the Services relates, or any parts thereof, to any third party without the written permission of the PROVIDER–COMPANY.

4. SUPPLEMENTARY CODE – SOFTWARE UPGRADES

4.1 Any supplementary software code or supplementary data provided by the PROVIDER–COMPANY to the PARTNER–CUSTOMER shall be deemed part of the Services and shall be subject to these terms and conditions as well as to the terms of the Agreement with the PARTNER–CUSTOMER.

4.2 Functional and technical improvements of the Services and of the software to which the provision of the Services relates, which may arise from observations or remarks of the PARTNER–CUSTOMER, shall be considered an integral part of the software.

4.3 The PROVIDER–COMPANY may, but is not obliged to, update the software and/or application to which the provision of the Services relates, in order to improve its capabilities and reliability. Such improvements shall not render the previous version defective.

5. FINANCIAL TERMS – PROVIDER’S FEE – SERVICE COST

5.1 The applicable pricing amount is the one provided for and described in the Basic Commercial Terms in accordance with the annexes of the Agreement.

5.2 For the Services offered by the PROVIDER to the PARTNER on an annual basis, at the start of each contractual year, the PROVIDER shall issue and send to the PARTNER an invoice for its fee and the PARTNER shall be obliged to pay it within [30] days from the date of issuance of the relevant invoice. If full payment is not made by the end of such period, the PROVIDER has the right to immediately discontinue the provided services, without further notice.

5.3 For the Services to be provided by the PROVIDER to the PARTNER pursuant to Annex 1 of the Agreement, the PARTNER shall pay to the PROVIDER the amounts provided for in Annex 1, in accordance with the terms provided therein, by credit or debit card via a link (electronic link) that the PROVIDER shall send to the PARTNER together with the invoice for the provision of the Services.

The use of any additional or customized Support Services shall be charged extra and shall be subject to the PROVIDER’s pricing policy.

5.4 If the Customer makes substantial modifications (addition of rooms, users, etc.), the Company may request payment of an installation/change cost or a change in the annual cost.

5.5 The PROVIDER–COMPANY is entitled to adjust the applicable fees at any time at its discretion. The adjusted costs shall be notified to the Customer by email and may take effect either two (2) months after such notification to the Customer or on any later date stated in the announcement. If the Customer does not agree, it must notify the Company within four (4) months of such notification and no later than the end of the current usage period. After the lapse of this time, the adjusted charges shall be deemed accepted by the Customer. If the Customer does not agree within the time limit, the existing costs/fees shall continue to apply for the remainder of the usage period, which, however, shall not be renewed after its expiry.

5.6 All payments of the Fee shall be made by bank transfer to the bank accounts that will be sent after the signing of the agreement. The cost of transferring funds by bank transfer shall be borne by the Customer.

5.7 The PARTNER–CUSTOMER acknowledges and accepts that, within the context of the provision of the Services and in particular the technical integration of the system/software with an electronic payment provider (indicatively and not limited to Viva or another cooperating provider), a small service charge per transaction (service fee) may be applied. The above service charge relates indicatively (and not limited to) the maintenance and functional support of the integration, technical configuration, transaction flow checks, compatibility monitoring, upgrades/fixes required for the uninterrupted operation of the connection, as well as ongoing technical adaptation to changes in third-party systems (APIs, provider requirements, security updates, changes in the regulatory/technical framework).

5.7.1 This charge constitutes part of the overall transaction management and payment support service provided through the platform and does not constitute an additional or independent fee of a different nature, but rather an operating cost ancillary to the use of the payment service through the integration.

5.7.2 The PARTNER–CUSTOMER acknowledges that the amount of the service fee may be determined per transaction and may vary depending on parameters such as (indicatively): the payment channel used, the type of integration, the operating environment, or the provider’s technical requirements. In all cases, the service fee is defined as a small amount per transaction and is applied proportionally to the service provided.

5.8 Method of Collection: The PARTNER–CUSTOMER accepts that the above service charge (service fee) may be collected and remitted through the payment provider, within the context of the applicable cooperation model/partner program (indicatively ISV Partner Program or a similar mechanism), so as to achieve a single collection and settlement flow.

5.8.1 In this context, the service fee may appear/be withheld as part of the transaction/settlement flow (settlement) and be remitted to the PROVIDER–COMPANY, without requiring separate payment action by the PARTNER–CUSTOMER, beyond the use of the payment service and the agreed financial terms.

5.8.2 In the event of cancellation/reversal/refund of a transaction, the PARTNER–CUSTOMER accepts that the relevant service fee charge may be reversed in accordance with the payment provider’s rules and the platform’s technical capabilities, without giving rise to liability of the PROVIDER–COMPANY beyond the correct technical recording of flows as executed by the provider.

5.8.3 The PROVIDER–COMPANY is not responsible for any changes, restrictions, minimum/maximum limits, settlement rules or policies of the payment provider that affect the manner of display or remittance of the service fee, as these depend on third parties. The PROVIDER shall make every reasonable effort for the smooth operation of the integration, without guaranteeing uninterrupted operation, in accordance also with the other articles concerning third-party integrations.

5.8.4 The PARTNER–CUSTOMER declares that it has been sufficiently informed that the use of the payment integration presupposes acceptance of the relevant terms of the payment provider, and that any identification/verification procedures (KYC/KYB) are carried out by the payment provider, without intervention by the PROVIDER–COMPANY.

5.9 Customer Information > The PROVIDER–COMPANY may inform the PARTNER–CUSTOMER of the existence and manner of application of the service fee through commercial terms, annexes, pricing policy and/or electronic communication, without requiring amendment of the agreement, provided that the financial agreement is not materially altered.

5.9.1 In the event of a material change, the adjustment terms of Article 5.5 shall apply.

6. TERM, SERVICE USAGE PERIOD AND EXPIRY

6.1 This agreement enters into force upon signature by both parties and shall remain in force until its expiry in accordance with this clause.

6.2 The purchased services shall be provided for a specific usage period determined based on completion date and in accordance with the Basic Commercial Terms.

6.3 At the end of each usage period, the period shall be automatically renewed for one more calendar year, unless either party sends the other party, at least one (1) month before completion of the usage period, a notice requesting cancellation of the renewal. In such case, the usage period shall expire without either contracting party being entitled to any compensation. Otherwise, a penalty clause amount equal to the average annual revenue of the agreement shall be paid (due to prepayment of the servers).

6.4 The usage period ceases to apply immediately after any of the following cases:
● If the PARTNER–CUSTOMER breaches any of the terms of this agreement.
● If the PARTNER–CUSTOMER has delayed payment of any service or charge for more than fourteen (14) business days.
● If the PARTNER–CUSTOMER is or is threatened to be under liquidation, restructuring, bankruptcy or any other form of legal status or capacity which—as a fact—may affect its ability to operate normally and/or perform obligations.
● If the PROVIDER–COMPANY breaches any of the terms of this agreement.
● If the PROVIDER–COMPANY is or is threatened to be under liquidation, restructuring, bankruptcy or any other form of legal status or capacity which—as a fact—may affect its ability to operate normally and/or perform obligations.

7. PARTNER OBLIGATIONS

7.1 The PARTNER–CUSTOMER is obliged to maintain its computers and its software in excellent condition so that the PROVIDER–COMPANY may duly provide the Services.

7.2 The PARTNER–CUSTOMER is obliged to provide the PROVIDER–COMPANY with any information regarding its computers and software that is necessary for the proper performance of the Services.

7.3 The PARTNER–CUSTOMER is obliged to enter into the software and/or applications to which the provision of the Services relates accurate and true information regarding the presence, location, price and content of all of its provided services. The PROVIDER–COMPANY cannot in any case be considered responsible for falsification or inaccuracy of information for accommodation properties displayed or managed by the PARTNER–CUSTOMER through the software and/or applications to which the provision of the Services relates.

7.4 The PARTNER–CUSTOMER bears exclusive responsibility for any act or omission that takes place through the user accounts granted to it, including actions of employees, partners or third persons to whom access has been granted.

7.5 The PARTNER–CUSTOMER is obliged to keep access credentials secure and to take all necessary protective measures against unauthorized access.

7.6 The PROVIDER–COMPANY is not liable for damage or loss arising from unauthorized use of an account, provided that such unauthorized use is due to an act or omission of the PARTNER–CUSTOMER.

8. NOTICES

Unless otherwise agreed, any notice or other form of communication between the contracting parties under or in connection with the Agreement shall be sent to the official email addresses of the contracting parties. All emails exchanged between the contracting parties shall be deemed valid and sent by the contracting parties. Any notice between the contracting parties shall be deemed to have been made immediately if successfully sent by email.

9. COMPANY LIABILITY – PARTNER

9.1 The PROVIDER–COMPANY is obliged to perform the Project in a proper manner, while the implementation time is set at twenty (20) business days from receipt of the necessary material, especially provided that the Customer acts in accordance with the provisions hereof.

9.2 It is agreed hereby that the PROVIDER–COMPANY bears no liability in the event of:
9.2.1 non-performance and/or defective performance and/or late performance of the Services, insofar as such non-performance, defective performance or late performance is due to acts and omissions of the PARTNER–CUSTOMERor third parties,
9.2.2 force majeure and events that the Company cannot define and control, 8.2.3 the Company’s liability for slight negligence is excluded.

9.3 If any defect or delay by the PROVIDER–COMPANY in the provision of the Services is due to an act or omission of the PARTNER–CUSTOMER and/or the Working Group and/or force majeure, under the agreement the Company shall not be liable for breach of the Agreement. In all such cases, the delivery time of the Services referred to in the clause of the agreement or in this text shall be automatically extended for a period equal to the duration of the delay.

9.4 It is agreed hereby and the PARTNER–CUSTOMER acknowledges and declares that the Services and deliverables, as defined in the Agreement, are proposals of the PROVIDER–COMPANY to the PARTNER–CUSTOMER. Therefore, it is agreed that the PROVIDER–COMPANY bears no liability for the implementation and effectiveness of the Services, since only the PARTNER–CUSTOMER is responsible for the final decision and the correct and full implementation of the Services.

9.5 Each contracting party is entitled to terminate the Agreement if the other party breaches any of its terms or does not comply with this agreement, yet misuses the service resulting in harming the interests of other customers–subscribers and/or the Company itself. In such case, the terminating party must provide a five-day written notice to the breaching party, describing the breach. If the breach is not remedied within the above period, then the terminating party is entitled to terminate the Agreement with immediate effect after twenty (20) days, due to fault of the breaching party. If the breach is by its nature non-remediable, no cure period is required and the Agreement may be terminated in writing with immediate effect.

9.6 Any disputes between the Parties arising under or in connection with the Agreement and/or the Services provided under it, the competent courts are exclusively the courts of Athens.

9.7 The Customer shall send a properly executed hard copy of the Agreement to the Company according to the instructions. Failure of the PARTNER–CUSTOMER to act within the stated timeframe gives the Company the right to immediately suspend the Purchased Services.

9.8 The PARTNER–CUSTOMER expressly confirms that it considers the above restrictions and terms fair, clear and understandable.

9.9 The parties may amend this agreement only in writing.

9.10 LIMITATION OF LIABILITY – DISCLAIMER OF WARRANTIES.

9.10.1 The Services are provided “as-is” and “as-available”. The PROVIDER–COMPANY provides no express or implied warranty, including indicatively warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.

9.10.2 The PROVIDER–COMPANY does not warrant that:
(a) the software will operate without errors or interruptions,
(b) the results of using the Services will meet specific business expectations or financial outcomes,
(c) any technical errors will be remedied promptly or fully.

9.10.3 The total liability of the PROVIDER–COMPANY to the PARTNER–CUSTOMER for any claim arising out of or relating to the Agreement shall not exceed the total amount paid by the PARTNER–CUSTOMER during the last twelve (12) months prior to the occurrence of the event giving rise to the claim.

9.10.4 In no event shall the PROVIDER–COMPANY be liable for:
(a) loss of profits,
(b) loss of revenue, clientele or reputation,
(c) loss of data,
(d) indirect, incidental or consequential damages.

9.10.5 The above limitations apply to the maximum extent permitted by applicable law.

10. PRIVACY POLICY / DATA PROTECTION

10.1 The Company processes data (including personal data) for the purposes of providing the services. Such data may include any kind of data related to these services. Processing shall take place in accordance with Greek law and the privacy policy in force from time to time. The Customer consents to all such data and processing.

10.2 The Company states that it is aware of personal data protection legislation and in particular the General Data Protection Regulation (“GDPR”) and acknowledges that for the purposes hereof, when processing personal data within the meaning of Article 4(1) GDPR, within the framework of its contractual obligations towards the Customer (hereinafter “Personal Data”), it acts as “processor” (Article 4(8) GDPR) and is subject to the obligations of Article 28 GDPR.

Specifically: The Company undertakes the obligation not to disclose, publish, disseminate or in any other way communicate to third parties the Personal Data that has come or will come to its knowledge within the framework of this agreement and after its expiry or termination in any manner, and to take all necessary measures to prevent their disclosure. Furthermore, the Company may assign processing of Personal Data to any subcontractor or agent following written notification to the Customer. In the event that the Company appoints subcontractors for the fulfilment of the purposes hereof, it is obliged, on the one hand, to enter into appropriate and legally binding contractual arrangements which at a minimum include the provisions hereof, and on the other hand, to take appropriate inspection measures to ensure the protection of Personal Data.

10.3 The Company is obliged to ensure that persons authorized to process the Personal Data have undertaken a confidentiality commitment or are under an appropriate statutory obligation of confidentiality.

10.4 Upon termination hereof for any reason or following completion of the processing assigned, as applicable, to the Company by the Customer, or when requested by the Customer, and within a reasonable time, the Company undertakes the obligation, at the Customer’s option and provided that it (the Company) does not process Personal Data for purposes and by means independently determined by it (in which case it acts as Controller), to return the Personal Data to the Customer or delete them in accordance with personal data protection legislation, providing the Customer with the relevant deletion protocol, unless retention of such data or part thereof is required by a provision of EU law or national law. In such case, the Company shall inform the Customer accordingly.

10.5 The Company undertakes the obligation to process the Personal Data only for the purposes defined by the Customer and in accordance with its written instructions, including those contained herein. If the Company considers that the processing of Personal Data it performs, or will perform, entails or may entail a breach of personal data protection legislation, it must inform the Customer within twenty-four (24) hours. In such case, it may postpone execution of the relevant processing until it receives a response from the Customer.

10.6 The PROVIDER–COMPANY uses reasonable efforts to maintain backups of data within the context of the system’s operation.

10.7 The PARTNER–CUSTOMER acknowledges that it bears the responsibility to maintain, on a regular basis, its own backups or data exports that it deems necessary for its business operation.

10.8 The PROVIDER–COMPANY is not responsible for data loss due to:
(a) technical failures of third parties,
(b) cyberattacks,
(c) user errors,
(d) force majeure events,
(e) unauthorized access not attributable to gross negligence of the PROVIDER.

11. MISCELLANEOUS TERMS

The following terms shall continue to apply even after the expiry of the agreement and the provisions of the Commercial Terms regarding the applicable law and jurisdiction.

11.1 Language/Binding Version: this agreement has been executed in the Greek language and all written communications between the parties hereto shall be in the Greek language. The Greek version shall prevail over translations into other languages.

11.2 Confidentiality: each Party shall keep this agreement and all matters related thereto in strict confidence, except for any disclosure necessary for the performance of this agreement. The contracting parties undertake the following obligations:
(a) not to use Confidential Information and data for any purpose other than the performance of their contractual obligations.
(b) not to disclose Confidential Information to other executives, employees or external partners or to third parties except where necessary to carry out the work undertaken and only following relevant written instruction and consent of each contracting party for its executives, employees or external partners or third parties.
(c) not to reproduce confidential information/data at any time, nor store them in electronic form, except for carrying out the work undertaken.
(d) to keep under secure conditions all confidential information/data and to comply with the Security Policies in place.
(e) not to exploit confidential information in order to obtain a financial benefit.

11.3 Waivers: no waiver by any of the Contracting Parties of any claim under this Agreement or any remedy or right under this Agreement shall be effective unless given by notice and written signature by such Party.

11.4 Severability: if any provision of this agreement is held by a competent court to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision (to the extent invalid or unenforceable) shall cease to apply and shall be deemed not to be included in this Agreement, without invalidating any of the remaining provisions of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or to some degree shall remain in full force and effect to the extent that it is not held invalid or unenforceable. In any case, the Parties shall thereafter use every effort to replace the illegal, invalid or unenforceable provisions (as the case may be) with a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

11.5 Third-party beneficiaries: except as provided in the Agreement, the parties do not intend to create any obligations or any rights, causes of action or benefits in favor of any person other than the Company and the Customer.

11.6 Entire agreement: this agreement and its annexes (which form an integral part thereof) constitute the entire agreement and understanding of the contracting parties with respect to their respective rights and obligations regarding the provision of Services and supersede (without exception) prior oral and written agreements or other communications between the contracting parties relating to the subject matter hereof. The Parties agree and acknowledge that each and every term and provision hereof is fundamental and essential. Accordingly, each contracting party undertakes and guarantees to the other parties hereto to perform in good faith all obligations hereunder in strict compliance with all terms and provisions hereof.

12. ASSIGNMENTS

A party may not assign or transfer or purport to assign or transfer any of its rights or obligations under this agreement without the prior written approval of the other party. This restriction does not apply to assignments to affiliated entities.

13. OTHER PROVISIONS

13.1 In the event of an internal restructuring of the group to which the PROVIDER belongs, any company of the group may replace it, provided that this is notified in writing to the PARTNER by the PROVIDER. In such case, the Agreement shall not be interrupted but shall continue to apply otherwise unchanged between the PARTNER and the new group company, and all rights and obligations arising therefrom shall continue uninterrupted; the elapsed duration of validity hereof shall be counted as uninterrupted continuation of the Agreement.

13.2 This Agreement may not be amended by the Parties except in writing. By way of exception, no written amendment is required for the extension of the Agreement to new Services, which may take place also through exchange of email messages between the Parties at the email addresses stated at the beginning of this Agreement for each Party. The new Services are subject to the PROVIDER’s pricing policy, which the latter has already notified to the PARTNER upon entering into this Agreement and which the PARTNER has accepted.

13.3 Any invalidity of a contractual term does not affect the validity of the remaining terms, and the Agreement shall remain in force in its entirety without such invalid term.

13.4 The Annexes of the Agreement form an integral part of the Agreement. Any reference to the Agreement or to a term thereof shall be deemed to include its Annexes.

14. APPLICABLE LAW – JURISDICTION

14.1 This Agreement shall be governed by and construed exclusively in accordance with Greek law.

14.2 The courts exclusively competent for the resolution of any disputes that may arise between the Parties, out of or in connection with this Agreement and/or the services provided under it, as well as any issue regarding the existence, validity or termination of the Agreement, shall be the Courts of Nafplio.