Article 1 — Subject Matter of the Agreement

1.1 This Agreement sets out the terms and conditions under which the COMPANY provides the CLIENT-PARTNER with software, technology infrastructure and digital accommodation management services.

1.2 The services are delivered over the internet as a hosted software service (Software as a Service — SaaS) and may include, without limitation:

• use of an accommodation management platform (PMS)
• reservation management
• rate and availability management
• online check-in
• housekeeping functions
• invoice issuance
• integration with the Greek Independent Authority for Public Revenue (AADE)
• channel manager integration
• booking engine integration
• technical integration with electronic payment providers
• website or application hosting
• operational automation tools

1.3 The exact services are described in detail in the Commercial Terms and Annexes of the Agreement.

Article 2 — Definitions

2.1 For the purposes of this Agreement, the following definitions apply.

2.1.1 Company / Provider

The ROOMRACK HOSPITALITY, comprising its affiliated entities ROOMRACK HOSPITALITY (Tax ID: 802593892) as providers of software and technology support services.

2.1.2 Client-Partner

The natural or legal person who uses the services.

2.1.3 Services

All digital services delivered through the platform.

2.1.4 Software

Any programme, application, technology infrastructure, database or system used to deliver the services.

2.1.5 PMS (Property Management System)

The cloud-based accommodation management system delivered through the platform.

2.1.6 Third-Party Providers

Any service or technology infrastructure of a third-party entity such as:

• channel managers
• online travel agencies (Booking, Expedia, etc.)
• payment providers
• hosting providers
• cloud providers
• DNS providers
• domain registrars
• email or SMS services
• third-party APIs

2.1.7 Force Majeure

Any event beyond the control of the contracting parties such as:

• natural disasters
• war or terrorism
• government actions
• telecommunications outages
• large-scale cyberattacks
• major technology failures

Article 3 — Nature of the Service

3.1 The services are provided exclusively as a hosted software service (SaaS).

3.2 The Client acquires:

• a non-exclusive
• non-transferable
• limited right of use
• for the duration of the Agreement.

3.3 This Agreement does not constitute a sale of software or a transfer of technology infrastructure.

3.4 The Company retains full control of:

• the platform
• the servers
• the architecture
• the databases
• the technology infrastructure.

3.5 The Company’s technology ecosystem comprises software and digital tools that may be:

• proprietary (in-house), developed entirely by the Company
• custom-developed, built to specification for the purposes of the ecosystem
• third-party, integrated, managed and/or redistributed through the Company’s platform under applicable licensing or commercial agreements

Solutions are delivered either through a unified management platform or through specialised applications that interoperate with one another, providing a comprehensive operational environment. The Company retains sole discretion over the selection, integration and replacement of the tools that constitute the ecosystem, without obligation to provide prior notice to the Client, provided that the core functionality delivered is not materially altered.

Article 4 — Intellectual Property

4.1 All intellectual property rights in:

• the software
• the applications
• the system architecture
• the modules
• the APIs
• the templates
• the automations
• the technical processes
• the databases
• the know-how

remain exclusively with the Company.

4.2 The Client acquires no ownership rights in any of the above.

Article 5 — Prohibition of System Transfer

5.1 The services are provided exclusively through the Company’s infrastructure.

5.2 The Client is not permitted to:

• demand delivery of the source code
• transfer the platform to the Client’s own servers
• install the system on third-party servers
• gain access to the technical architecture
• copy or reproduce the system.

5.3 Any such action is prohibited without prior written agreement from the Company.

Article 6 — Client Content

6.1 The Client retains ownership of the material it provides, including:

• photographs
• text
• logos
• trademarks
• property information.

6.2 The Client warrants that it holds the lawful right to use such material.

6.3 The Company bears no liability for any infringement of third-party rights arising from Client-supplied material.

Article 7 — Third-Party Integrations

7.1 The platform may connect with third-party systems such as:

• channel managers
• OTAs
• payment providers
• accounting software
• third-party APIs.

7.2 The Company bears no liability for:

• changes in the operation of third-party systems
• third-party technical failures
• changes in provider policies
• API outages
• restrictions imposed by third parties.

Article 8 — Electronic Payments

8.1 The services may include integration with electronic payment providers.

8.2 Transactions are processed by the respective payment providers.

8.3 The Company bears no liability for:

• settlement delays
• bank charges
• changes in provider policies
• transaction failures attributable to the payment provider.

Article 9 — Technical Support

9.1 Technical support includes:

• technical guidance
• resolution of technical issues
• basic operational support.

9.2 It does not include:

• data entry
• content management
• custom development
• support for third-party systems
• staff training beyond the initial onboarding.

Article 10 — Limitation of Liability

10.1 The Company shall not be liable for:

• loss of bookings
• loss of revenue
• loss of profits
• reputational damage
• internet outages
• cloud infrastructure failures
• third-party cyberattacks.

10.2 The Company’s aggregate liability shall not exceed the total amount paid by the Client during the twelve (12) months preceding the incident giving rise to the claim.

Article 11 — Duration, Renewal and Financial Commitment

11.1 The Agreement shall remain in force for the period stated in the applicable contractual document or cooperation proposal.

11.2 The Agreement shall renew automatically for an equivalent period, unless the CLIENT-PARTNER notifies the COMPANY in writing at least thirty (30) calendar days before the expiry or renewal date.

11.3 If the CLIENT-PARTNER fails to provide timely notice in accordance with clause 11.2, the Agreement shall renew automatically and the CLIENT-PARTNER shall be liable for the full amount payable for the new renewal period.

11.4 The COMPANY may send a renewal reminder to the CLIENT-PARTNER; however, failure to send such a reminder shall not relieve the CLIENT-PARTNER of the obligation to provide timely notice.

11.5 Termination or non-renewal of the Agreement shall not release the CLIENT-PARTNER from any amounts owed in respect of the current or preceding cooperation periods.

11.6 Settlement of any outstanding amount shall be made on the basis of the proforma invoice sent by the COMPANY to the CLIENT-PARTNER. Upon receipt of payment, the COMPANY shall issue the corresponding invoice.

11.7 The CLIENT-PARTNER shall settle each proforma invoice within the deadline stated therein. In the event of late payment, the COMPANY reserves the right to suspend services in accordance with Article 12.

11.8 Non-renewal notices must be submitted in writing via email to accounts@roomrack.gr or by registered post.

Article 12 — Suspension of Services

12.1 The Company may suspend access to the services in the event of:

• non-payment
• breach of terms
• unlawful use of the system
• security risk.

Article 13 — Termination and Data

13.1 Upon termination of the Agreement, the Client may receive an export of its data in a standard electronic format.

13.2 The export may include:

• booking data
• guest records
• website content.

13.3 The export does not include:

• source code
• technical architecture
• modules
• templates
• server configurations.

Article 14 — Data Protection

14.1 The Company acts as a data processor in accordance with the GDPR.

14.2 The Client acts as the data controller.

14.3 Data processing is carried out exclusively for the purpose of delivering the services.

14.4 The COMPANY has appointed a Data Protection Officer (DPO) in accordance with the requirements of Regulation (EU) 2016/679 (GDPR). For any matter relating to the protection of personal data, the CLIENT-PARTNER may contact the DPO at: dpo@roomrack.gr

Article 15 — Confidentiality

15.1 The contracting parties undertake to keep confidential all information received in the context of the cooperation.

Article 16 — Governing Law

16.1 This Agreement shall be governed by Greek law.

16.2 The competent courts for the resolution of disputes shall be the Courts of Nafplio, Greece.

Article B.1 — Nature of the Service

B.1.1 The CLIENT-PARTNER acknowledges that the services provided under this Agreement constitute a hosted software service (Software as a Service — SaaS) and operate exclusively through the COMPANY’s technology infrastructure.

B.1.2 Use of the services grants the CLIENT-PARTNER a limited right of access to and use of the platform, without creating any ownership right in the software or infrastructure.

B.1.3 This Agreement does not in any event constitute:

• a software development contract for the purpose of transfer
• a sale of software
• a transfer of intellectual property rights
• a grant of source code
• installation of the system on Client infrastructure.

Article B.2 — Software and Infrastructure Ownership

B.2.1 The COMPANY retains exclusively all intellectual property rights in:

• the software
• the platform architecture
• the databases
• the modules
• the APIs
• the integrations
• the automations
• the scripts
• the templates
• the technical documentation
• the hosting infrastructure.

B.2.2 No element of the COMPANY’s technology infrastructure is transferred to the CLIENT-PARTNER.

Article B.3 — Prohibition of Source Code Delivery

B.3.1 The COMPANY is not obliged to deliver to the CLIENT-PARTNER:

• source code
• object code
• development files
• database structure
• scripts
• modules
• templates
• deployment files
• server configurations
• technical architecture.

B.3.2 The technology used to deliver the services constitutes confidential know-how of the COMPANY.

Article B.4 — Prohibition of Service Transfer

B.4.1 The CLIENT-PARTNER is not entitled to demand:

• transfer of the software to the Client’s servers
• transfer of the platform to third-party servers
• full migration of the technology infrastructure
• installation of the system outside the COMPANY’s infrastructure.

B.4.2 The services are provided exclusively through the COMPANY’s platform.

Article B.5 — Restrictions on Third-Party Developers

B.5.1 The CLIENT-PARTNER is not permitted to grant access to third-party developers or technical partners for the purpose of:

• extracting technical elements of the platform
• copying functionalities
• replicating the architecture
• attempting reverse engineering.

B.5.2 Any such action shall constitute a breach of the Agreement.

Article B.6 — Reverse Engineering

B.6.1 The CLIENT-PARTNER is expressly prohibited from:

• attempting reverse engineering
• attempting decompilation of the software
• attempting to copy the platform
• creating derivative works based on the system.

Article B.7 — Termination and Client Data

B.7.1 Upon termination of the Agreement, the CLIENT-PARTNER is entitled to receive an export of the data that belongs to them.

B.7.2 The export may include:

• booking records
• guest records
• transaction data
• content files.

B.7.3 The export does not include:

• software
• database structure
• source code
• technical architecture
• modules or scripts
• server configurations.

Article B.8 — Website Transfer

B.8.1 Where the cooperation includes the creation or hosting of a website through the COMPANY’s platform, the CLIENT-PARTNER acknowledges that the website forms part of the platform’s technology infrastructure.

B.8.2 The COMPANY is not obliged to deliver:

• website development files
• CMS platform
• templates
• plugins
• source code.

B.8.3 The Client may receive only the content that belongs to them.

Article B.9 — Breach of Terms

B.9.1 In the event of a breach of the above terms, the COMPANY reserves the right to:

• immediately suspend services
• terminate the Agreement
• claim compensation.

Article B.10 — Protection of Know-How

B.10.1 The CLIENT-PARTNER acknowledges that the platform, architecture and technical processes constitute a trade secret and proprietary know-how of the COMPANY.

B.10.2 Any attempt to copy, reproduce or exploit the technology without the COMPANY’s authorisation is prohibited.

Article C.1 — General Principles Governing Digital Services

C.1.1 The CLIENT-PARTNER acknowledges that the services provided under this Agreement are digital software and web application services that operate within a technology environment dependent on multiple infrastructures, networks and third-party systems.

C.1.2 The COMPANY’s services operate, among others, in conjunction with:

• telecommunications networks
• internet infrastructure
• cloud services
• hosting servers
• domain name systems
• third-party APIs
• payment systems
• booking platforms
• channel managers
• end-user operating systems and browsers.

C.1.3 Due to the nature of these technologies, it is not technically possible to guarantee the complete and uninterrupted operation of every digital system.

C.1.4 The CLIENT-PARTNER accepts that any technology service operating over the internet is inherently subject to risks that cannot be entirely eliminated.

Article C.2 — No Guarantee of Uninterrupted Service

C.2.1 The COMPANY makes every reasonable technical and organisational effort to ensure the proper functioning of the services.

C.2.2 However, the COMPANY does not guarantee that:

• the services will operate without interruption
• the services will be free from technical errors
• the services will be available at all times
• no technical malfunctions will occur.

C.2.3 Without limitation, outages or malfunctions may arise due to:

• internet issues
• server technical failures
• system maintenance
• cyberattacks
• third-party provider technical failures
• software upgrades
• technical changes to third-party APIs.

Article C.3 — Disclaimer for Third-Party Systems

C.3.1 The COMPANY may provide technical integrations with third-party systems.

C.3.2 Such systems include, without limitation:

• channel managers
• online travel agencies
• booking engines
• electronic payment providers
• banking systems
• accounting software
• third-party APIs.

C.3.3 The COMPANY bears no liability for:

• changes in the operation of third-party systems
• third-party provider technical failures
• API outages
• data synchronisation delays
• changes in third-party platform policies
• restrictions imposed by third-party providers.

Article C.4 — Disclaimer for Loss of Bookings

C.4.1 The COMPANY shall not be liable for any loss of bookings or financial damage arising from:

• temporary platform outages
• channel manager integration failures
• availability synchronisation delays
• third-party system malfunctions
• incorrect data entry by the Client
• changes made by third-party platforms.

C.4.2 The CLIENT-PARTNER acknowledges that ultimate responsibility for reservation management and the commercial policy of the accommodation rests exclusively with the Client.

Article C.5 — Disclaimer for Payment Transactions

C.5.1 The COMPANY does not act as a financial institution or payment service provider.

C.5.2 Electronic transactions are processed by external payment providers.

C.5.3 The COMPANY shall not be liable for:

• transaction failures
• settlement delays
• bank charges
• transaction cancellations
• payment provider technical issues.

Article C.6 — Responsibility for System Use

C.6.1 The CLIENT-PARTNER bears sole responsibility for:

• correct data entry
• rate and availability management
• accuracy of property information
• reservation management.

C.6.2 The COMPANY shall not be liable for damages arising from:

• incorrect use of the system
• incorrect data entry
• Client omissions.

Article C.7 — Cybersecurity

C.7.1 The COMPANY implements appropriate technical and organisational security measures.

C.7.2 However, no technology infrastructure can be considered entirely invulnerable to:

• cyberattacks
• malware
• security breaches.

C.7.3 The COMPANY shall not be liable for damages arising from such attacks where reasonable protective measures have been taken.

Article C.8 — Financial Liability Cap

C.8.1 To the maximum extent permitted by applicable law, the COMPANY’s aggregate liability for any claim arising under the Agreement shall be limited to the total amount paid by the CLIENT-PARTNER during the twelve (12) months preceding the event giving rise to the claim.

Article C.9 — Exclusion of Indirect Damages

C.9.1 The COMPANY shall in no event be liable for:

• loss of profits
• loss of revenue
• loss of business opportunities
• reputational damage
• indirect or consequential damages.

Article C.10 — Acceptance of Technology Risk

C.10.1 By entering into this Agreement, the CLIENT-PARTNER acknowledges that the use of digital services entails acceptance of a reasonable technology risk that cannot be entirely eliminated.

C.10.2 The CLIENT-PARTNER accepts that the COMPANY cannot be held responsible for technology risks arising from the internet ecosystem or third-party technology infrastructure.

Article 21 — Service Availability SLA

21.1 The COMPANY makes every reasonable effort to ensure the platform remains operational and available for use by the CLIENT-PARTNER.

21.2 Platform availability is affected by multiple technology infrastructures, including:

• cloud infrastructure
• internet service providers
• DNS providers
• third-party APIs
• telecommunications networks

21.3 The COMPANY does not guarantee uninterrupted service availability.

21.4 The COMPANY may carry out scheduled platform maintenance. Such maintenance may include:

• software upgrades
• technical improvements
• security work
• infrastructure work

21.5 The COMPANY shall make reasonable efforts to schedule such work during off-peak hours.

Article 22 — Disaster Recovery

22.1 The COMPANY implements technical procedures to protect the platform, which may include:

• data backups
• system recovery mechanisms
• redundant cloud infrastructure
• service restoration mechanisms

22.2 These procedures are intended to ensure platform operation in the event of technical issues.

22.3 However, the COMPANY does not guarantee complete avoidance of data loss or service interruption in the event of serious technology incidents.

Article 23 — Platform Security

23.1 The COMPANY implements appropriate technical and organisational security measures to protect its systems. Such measures may include:

• access control mechanisms
• encryption of communications
• firewalls
• intrusion detection systems
• periodic security upgrades

23.2 However, no technology infrastructure can be considered absolutely secure.

23.3 The COMPANY shall not be liable for damages arising from:

• third-party cyberattacks
• malware
• unauthorised access attributable to vulnerabilities in the Client’s equipment

Article 24 — Client Security Obligations

24.1 The CLIENT-PARTNER undertakes to implement appropriate measures to protect access credentials.

24.2 The Client is responsible for:

• maintaining secure passwords
• controlling which users have access to the system
• securing the devices through which the platform is accessed

24.3 The COMPANY shall not be liable for damages arising from unauthorised use of the Client’s accounts.

Article 25 — Indemnification

25.1 The CLIENT-PARTNER undertakes to indemnify the COMPANY against any loss arising from:

• unlawful use of the platform
• breach of legislation by the Client
• infringement of third-party rights through Client-supplied material
• breach of the terms of this Agreement

25.2 The indemnification obligation includes, without limitation:

• legal fees
• court costs
• compensation payable to third parties

Article 26 — System Logs

26.1 The platform may maintain technical logs for the purposes of:

• security
• system diagnosis
• performance monitoring
• dispute resolution

26.2 The logs may include:

• login times
• IP addresses
• actions taken within the system
• changes to settings

26.3 In the event of a dispute, the COMPANY’s system logs shall constitute valid evidence.

Article 27 — Acceptable Use Policy

27.1 The CLIENT-PARTNER undertakes to use the platform exclusively for its intended purpose.

27.2 The following are expressly prohibited:

• any use of the platform for unlawful activities
• sending spam or unsolicited messages
• uploading malware
• use of the system for purposes beyond the scope of the Agreement
• any attempt to breach platform security

Article 28 — Protection Against Misuse

28.1 The COMPANY reserves the right to suspend or terminate access to the services without prior notice in the event of:

• suspected misuse
• security risk
• breach of the Acceptable Use Policy
• unlawful activity detected through the platform

Article 29 — Modification of Services

29.1 The COMPANY reserves the right to modify, upgrade or discontinue functions of the platform at its discretion.

29.2 Such modifications may include:

• the addition of new features
• the removal of existing features
• changes to the user interface
• technical upgrades

29.3 The COMPANY shall make reasonable efforts to notify the CLIENT-PARTNER of material changes to the services.

Article 30 — Entire Agreement

30.1 This Agreement, together with its Annexes and Commercial Terms, constitutes the entire agreement between the parties.

30.2 Any prior agreement, understanding or communication between the parties relating to the services is superseded by this Agreement.

30.3 Amendments to this Agreement are valid only in writing and upon the agreement of both parties.

Article 31 — Affiliated Companies (Affiliate Clause)

31.1 Definition of Affiliated Companies

For the purposes of this Agreement, “Affiliated Companies” means any company or business entity that belongs to the RoomRack Hospitality group or is controlled by or under common control with the COMPANY.

31.2 Provision of Services through Affiliated Companies

The COMPANY may utilise Affiliated Companies for the delivery of services such as:

• software development
• technical support
• hosting infrastructure
• cloud systems operation
• technical integrations
• invoicing of services
• payment management

The use of Affiliated Companies does not constitute an assignment of the Agreement and does not require the prior approval of the CLIENT-PARTNER.

31.3 Intra-Group Transfer of Services

The COMPANY reserves the right to transfer the execution of services to another Affiliated Company within its group. Such transfer may be carried out for reasons including:

• organisational restructuring of the group
• transfer of technology infrastructure
• optimisation of service delivery
• corporate reorganisation

Such transfer shall not affect the continuity of the Agreement or the rights of the CLIENT-PARTNER.

31.4 Transfer of Invoicing

Invoicing of services may be carried out by any Affiliated Company within the COMPANY’s group. In such event, payment by the CLIENT-PARTNER to the Affiliated Company shall constitute valid discharge of the payment obligation owed to the COMPANY.

31.5 Intra-Group Assignment of Agreement

The COMPANY reserves the right to assign or novate this Agreement to an Affiliated Company within its group without the need for a new agreement or a fresh signature from the CLIENT-PARTNER. Such assignment shall not affect:

• the rights of the Client
• the obligations arising under the Agreement

The Affiliated Company assuming the Agreement shall be deemed to fully succeed to the rights and obligations of the COMPANY.

31.6 Continuity of Agreement

In the event of internal reorganisation of the group, merger, demerger or transfer of business, this Agreement shall continue in force without interruption in favour of the Affiliated Company that assumes the delivery of the services.