Introduction

In these Terms and Conditions it is stated:

InnoGuest Services S.L. is a Spanish commercial company dedicated to the distribution and implementation of technological solutions for the tourism sector, acting as a subsidiary of GuestSage PSA for the Spanish market. Its headquarters are in Barcelona and its main purpose is the provision of artificial intelligence SaaS services applied to hotel eCommerce.

The technological solutions are part of the offer developed by GuestSage PSA (Ksawerów 3, 02-656 Warsaw, Poland. Tax ID: 5214049839, REGON: 527243476) and its scientific team in Princeton (USA).

These Terms and Conditions regulate the contractual relationship between IA InnoGuest Services S.L. (hereinafter referred to as "the Provider") and the Customer, in connection with the SaaS products named InnoGuest AI Booking Engine, InnoGuest CMS Web and InnoGuest Price Recommender, which are offered independently or grouped in the following forms:

1. InnoGuest SmartBookings: combination of AI Booking Engine + Price Recommender.
2. InnoGuest eCommerce SmartBookings: combination of CMS Web + AI Booking Engine + Price Recommender.
3. InnoGuest eCommerce PRO: advanced combination of CMS Web + AI Booking Engine + Price Recommender PRO with Advanced Reporting.

This Agreement consists of these Terms and Conditions, the individual contract document signed by the parties and any additional documents expressly referred to.

1. Definitions

• Client: The hotel entity contracting for InnoGuest's SaaS Services.
• Services: The access and use of the InnoGuest AI Booking Engine, InnoGuest CMS Web and InnoGuest Price Recommender software, which may be contracted under a SaaS subscription model or under a Win-Win model based on sales commissions. The Services may be provided individually, in modules, or grouped in the commercial modalities defined by the Supplier.
• Clientuser: Credentials and user environment provided by the Supplier to access the Services.
• Contract: The binding agreement consisting of these Terms and Conditions and the contractual document entered into.

2. Services

2.1 InnoGuest AI Booking Engine

The AI Booking Engine is an online booking engine for hotels that allows to manage direct bookings from the establishment's website. Among its features:

• Booking engine integrated into the hotel website.
• Possibility to include dynamic price recommendations, with or without the Price Recommender module.
• Integration via PMS (ARI 2-way) and compatible channel managers.
• Conversion, upselling and promotion tools.
• Booking statistics and advanced control panel.

2.2 InnoGuest CMS Web

The Web CMS is a hosting service with template application and web content manager designed for hotels. Among its features:

• Hosting on servers managed by InnoGuest.
• Web editor and content management system (CMS) to create and update the hotel website.
• Template library optimized for the hotel industry and adapted to eCommerce.
• Native integration with InnoGuest AI Booking Engine.
• Basic SEO management, updates and security.

2.3 InnoGuest Price Recommender

Price Recommender is an artificial intelligence-based Revenue Management system that provides real-time price recommendations to maximize revenue. Among its features:

• Demand prediction and price optimization algorithms.
• Initial configuration through basic Revenue Management audit.
• Connection to PMS with ARI 2-way integration.
• Advanced reporting dashboard and performance metrics.
• Dedicated Revenue Manager consultant for strategic support.

The Client acknowledges that the Services may evolve and that the Supplier may implement improvements and new functionalities on an ongoing basis.

3. Account Access / Use of the Service

• The Customer will access the Services through a personal and non-transferable Customer Account.
• The Customer is responsible for the confidentiality of his credentials and for all activity carried out under his account.
• Misuse, transfer to third parties or exploitation of the Services to compete with InnoGuest is prohibited.

4. Pricing and Billing

• The price of the Services shall be the price indicated in the Contract signed by the Customer, excluding taxes.
• The first invoice shall be issued no later than 3 days after the signing of the Contract.
• Payment shall be made in advance in the established periods (monthly or yearly).
• Failure to pay may result in temporary suspension or termination of the Contract.

In certain cases, modalities without a fixed monthly fee may be offered, under a Win-Win model based on commissions on sales generated through the establishment's website.

• In these cases, a minimum monthly amount to be invoiced for the provision of services shall also be established.
• The commission will be calculated on the net amounts of the confirmed reservations, corresponding to stays with departure date in the expired month.
• Monthly reports will be sent to the Client between the 1st and 5th of the following month.
• The charge corresponding to the reservations will be made within a maximum of 7 calendar days after the reports are sent.

5. Maintenance and Support

• Technical support will be provided during the official hours published on the InnoGuest website.
• The specialized support service includes assistance by email and official channels.
• Hotline support is available 24 hours a day (in English as of January 2026).
• Changes in support hours will be communicated via the user extranet or newsletters.

6. Intellectual Property

• The Customer acknowledges that the software, source code, documentation and other rights belong to IA InnoGuest Services S.L. and its parent company GuestSage PSA. The Customer does not acquire any ownership rights, except for the limited non-exclusive license granted by the Agreement.
• The copying, modification or misuse of InnoGuest's trademarks, logos and other distinctive elements is prohibited.

7. Data Protection

• The Supplier shall process personal data in accordance with the RGPD and Spanish regulations in force.
• Technical and organizational measures shall be implemented to ensure confidentiality, integrity and availability.
• The Customer's data shall be deleted within 15 days after termination of the Contract.

8. Confidentiality

• The information exchanged shall be kept confidential. None of the parties may disclose it to third parties except by legal obligation or for the execution of the Contract.
• This obligation shall remain in force for the duration of the Contract and up to five years after its termination.

9. Duration and Renewal

• The initial term shall be as set out in the Contract (normally 12 months).
• Non-renewal shall be notified in writing at least 30 days in advance.
• In the absence of such notice, the Contract shall be automatically renewed for a period equal to the initial term.

10. Termination

The Contract may be terminated:

• By mutual agreement between the parties.
• For breach of contractual obligations, after 30 days' notice.
• For non-payment of invoices, with immediate suspension of the service.

Upon termination, the Client must cease the use of the Services and its data will be deleted within a maximum of 15 days.

11. Limitation of Liability

• InnoGuest shall not be liable for:
  • Sales targets not achieved by Customer.
  • Errors arising from external integrations or third party systems.
  • Service interruptions due to external causes (force majeure, etc.).

• InnoGuest's maximum liability is limited to the amount paid by the Customer in the 12 months prior to the incident.
• No guarantees of consumption typical of B2C relationships will be applied, as it is a B2B contract.

12. Severability

If any provision is declared invalid or unenforceable, the remainder of the Agreement shall remain in force.

13. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Spain. Any dispute shall be submitted to the exclusive jurisdiction of the Spanish courts.

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