Terms and Conditions

01Introduction

These Terms form a binding agreement between the Customer and Synaptim Labs and govern the Customer's access to and use of the Services. By signing an Order Form, creating an account, or otherwise using the Services, the Customer accepts these Terms without reservation.

The Services are intended exclusively for professional customers in the hospitality sector. The Services are not directed at consumers. The Customer represents that it enters into this agreement in the course of its business or profession.

02Definitions

In these Terms, capitalised terms have the following meanings:

• Services: the ConciergeAI platform and all related features made available to the Customer, including the Conserje Web, Conserje Completo, and Resort & Cadenas plans, as set out in the applicable Order Form.
• Customer: the legal entity that contracts the Services. In these Terms, "Customer" and "you" are used interchangeably.
• Order Form: the commercial proposal, contract, or written confirmation signed between Synaptim Labs and the Customer setting out the Services contracted, pricing, term, and other commercial conditions.
• End User: any employee, agent, or representative of the Customer authorised by the Customer to access and use the Services on its behalf.
• Guest: any natural person who is a guest of the Customer's hotel and with whom the Services facilitate communication.
• Customer Content: all data, information, materials, and content that the Customer or its End Users upload, submit, or otherwise make available through the Services, including information about the hotel, templates, brand assets, and Guest data.
• Usage Data: aggregated and anonymised statistics, metrics, and information generated by the use of the Services, which do not identify the Customer, End Users, or Guests.
• Direct Messaging Costs: any third-party fees associated with the delivery of messages (in particular, WhatsApp template fees charged by Meta Platforms), which are not included in the Services and are paid by the Customer directly to the relevant third party.
• PMS: Property Management System operated by the Customer.
• Subprocessors: third-party service providers used by Synaptim Labs to deliver the Services.

03Access to the Services

Subject to the Customer's compliance with these Terms and payment of the applicable fees, Synaptim Labs grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for its internal business purposes.

3.1 Accounts and credentials

The Customer is responsible for the creation and management of End User accounts and for ensuring that End Users comply with these Terms. The Customer must keep account credentials confidential and is responsible for all activity carried out under its accounts.

3.2 Suspension

Synaptim Labs may suspend the Services or specific accounts, with prior notice wherever reasonably practicable, in case of (i) material breach of these Terms by the Customer, (ii) non-payment of undisputed amounts, (iii) suspected misuse, security risk, or fraud, or (iv) order from a competent authority. Suspension does not relieve the Customer of its payment obligations.

04Use of the Services

4.1 Service description

The Services consist of automated guest communication tools powered by artificial intelligence, available through channels such as WhatsApp, email, and embedded web widgets. Features include automated responses to common Guest queries, scheduled proactive communications defined by the Customer (such as pre-arrival upsell, reminders, post-stay messages), Guest plan recommendations based on Customer-provided information, AI-assisted one-shot campaigns segmented to current Guests, and integration with the Customer's PMS via read-only access where technically feasible.

4.2 Maintenance and support

Synaptim Labs will use reasonable efforts to maintain the Services available and to provide support during business hours (Central European Time). Specific service levels, if any, are set out in the applicable Order Form.

4.3 Free trials and beta features

Synaptim Labs may from time to time offer free trial periods or make beta features available. Such trials and beta features are provided on an "as is" basis, without any warranty or service level commitment, and Synaptim Labs may modify or discontinue them at any time.

4.4 Third-party integrations

The Services may interoperate with third-party platforms (such as PMS providers, messaging platforms, or AI model providers). The Customer is responsible for its relationship with such third parties and for complying with their applicable terms and policies, including (without limitation) the WhatsApp Business Solution Terms and Meta's commerce and messaging policies.

4.5 Marketing reference

Unless the Customer notifies Synaptim Labs otherwise in writing, the Customer agrees that Synaptim Labs may identify the Customer as a user of the Services and use the Customer's name and logo for marketing purposes, including on the Synaptim Labs website and in commercial materials.

05Restricted Use

The Customer shall not, and shall not permit any End User or third party to:

• Use the Services in violation of applicable laws or regulations, including data protection, consumer protection, and anti-spam rules;
• Use the Services to send unsolicited, deceptive, harassing, threatening, defamatory, or otherwise unlawful communications;
• Use the Services to develop, train, or improve any product or service that competes with the Services;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Services, except to the extent expressly permitted by mandatory applicable law;
• Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services;
• Circumvent or attempt to circumvent any security or access control measures of the Services;
• Use the Services to upload, store, or transmit malicious code, viruses, or harmful content;
• Scrape, crawl, or use automated means to extract data from the Services other than through documented interfaces;
• Use the Services to process personal data without a valid legal basis, or without obtaining the necessary consents from Guests for the relevant communication channels.

06Intellectual Property

The Services and all related intellectual property rights — including software, source code, design, interfaces, documentation, trademarks, and any improvements or derivatives thereof — are and shall remain the exclusive property of Synaptim Labs or its licensors.

Nothing in these Terms transfers any intellectual property rights to the Customer. The Customer is granted a limited right to use the Services during the Term, as described in Section 3, and not any further right or licence.

Synaptim Labs may collect and use Usage Data for the purpose of operating, improving, and developing the Services, provided that such Usage Data does not identify the Customer, End Users, or Guests.

07Customer Content

As between the parties, the Customer retains all rights, title, and interest in and to the Customer Content. The Customer grants Synaptim Labs a non-exclusive, worldwide, royalty-free licence to host, store, process, and otherwise use the Customer Content as strictly necessary to provide the Services during the Term.

The Customer represents and warrants that (i) it has all necessary rights and permissions to upload and use the Customer Content in connection with the Services, and (ii) the Customer Content does not infringe any third-party rights or violate any applicable law.

08Data Protection

In providing the Services, Synaptim Labs acts as a processor of personal data on behalf of the Customer, who acts as the controller within the meaning of the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR").

The specific terms of the processing — including purposes, categories of data, data subjects, security measures, retention, and international transfers — are set out in a separate Data Processing Agreement ("DPA") signed between the parties prior to the commencement of the Services. The DPA forms an integral part of the agreement between the parties.

8.1 Data location

Personal data processed in connection with the Services is hosted on servers located within the European Economic Area. Synaptim Labs does not transfer personal data outside the EEA without the Customer's written authorisation and without the legal safeguards required by applicable law.

8.2 Subprocessors

Synaptim Labs uses trusted Subprocessors (such as cloud infrastructure providers, AI model providers, and messaging platform providers) to deliver the Services. The list of Subprocessors is provided to the Customer in the DPA and is updated with reasonable advance notice whenever Subprocessors change. The Customer may object to the appointment of a new Subprocessor on reasonable data protection grounds within the notice period set out in the DPA.

09Confidentiality

Each party (the "Receiving Party") agrees to treat as confidential all non-public information received from the other party (the "Disclosing Party") that is marked as confidential or that, by its nature and context, should reasonably be considered confidential ("Confidential Information").

The Receiving Party shall: (i) use the Confidential Information solely for the purpose of performing this agreement, (ii) protect it with the same degree of care it uses for its own confidential information of similar nature (and in no event less than reasonable care), and (iii) not disclose it to third parties except to its employees, contractors, and advisors bound by equivalent confidentiality obligations and only on a need-to-know basis.

The confidentiality obligation does not apply to information that (i) is or becomes public through no fault of the Receiving Party, (ii) is lawfully known to the Receiving Party prior to disclosure, (iii) is independently developed without use of the Confidential Information, or (iv) must be disclosed by law, regulation, or court order, in which case the Receiving Party will give the Disclosing Party prior notice where legally permitted.

The confidentiality obligations survive for five (5) years after termination or expiration of the agreement.

10Fees and Payment Terms

The fees payable for the Services, the billing cycle, and the payment method are set out in the applicable Order Form. Unless otherwise agreed in writing, the following general conditions apply:

• Fees are stated exclusive of VAT and any other applicable taxes, which shall be added at the prevailing rate;
• Recurring fees are invoiced in advance for the agreed billing period;
• Setup fees, where applicable, are invoiced upon signature of the Order Form;
• Invoices are due for payment within thirty (30) days from the invoice date, unless otherwise specified in the Order Form;
• Direct Messaging Costs (in particular, WhatsApp template fees charged by Meta Platforms) are not included in the Services and are paid by the Customer directly to the relevant third party;
• In case of late payment, Synaptim Labs may charge statutory interest under Dutch law and reasonable collection costs, and may suspend the Services until full payment is received, after sending a notice giving the Customer a reasonable cure period.

Synaptim Labs may adjust the fees annually with at least sixty (60) days' prior written notice to the Customer. If the Customer does not accept the new fees, the Customer may terminate the agreement effective on the date the new fees would take effect, without penalty.

11Term and Termination

11.1 Term

The initial term of the agreement is set out in the Order Form. Unless otherwise agreed, the agreement automatically renews for successive periods of equal length, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

11.2 Termination for cause

Either party may terminate the agreement with immediate effect by written notice if the other party: (i) commits a material breach of these Terms that is not cured within thirty (30) days of written notice, (ii) becomes insolvent, files for bankruptcy, or enters into liquidation, or (iii) ceases to carry on business.

11.3 Termination for convenience

Unless otherwise specified in the Order Form, neither party may terminate the agreement for convenience during a committed term. Any termination during a committed term outside the cases described in Section 11.2 does not entitle the Customer to a refund of pre-paid fees.

12Effect of Termination

Upon termination or expiration of the agreement:

• The Customer's right to access and use the Services ceases immediately;
• Any fees accrued up to the effective date of termination remain due and payable;
• Each party returns or destroys the other party's Confidential Information, subject to legal retention requirements;
• Synaptim Labs will, on the Customer's written request submitted within thirty (30) days after termination, provide reasonable assistance to export Customer Content. After that period, Synaptim Labs may delete the Customer Content from its systems, except for back-ups maintained in the ordinary course of business and subject to legal retention requirements;
• Provisions of these Terms that by their nature should survive termination — including, without limitation, intellectual property, confidentiality, indemnification, limitation of liability, and governing law — will survive.

13Indemnification

13.1 Indemnification by Synaptim Labs

Synaptim Labs will defend the Customer against any third-party claim alleging that the Services, as provided and used in accordance with these Terms, infringe a third-party intellectual property right, and will indemnify the Customer for damages finally awarded by a competent court, subject to the limitations of liability set out in Section 14.

This obligation does not apply to claims arising from: (i) Customer Content, (ii) modifications to the Services not made by Synaptim Labs, (iii) combination of the Services with third-party products not authorised by Synaptim Labs, or (iv) use of the Services in breach of these Terms.

13.2 Indemnification by the Customer

The Customer will defend and indemnify Synaptim Labs against any third-party claim arising from: (i) the Customer Content, (ii) the Customer's breach of these Terms, (iii) the Customer's misuse of the Services, or (iv) the Customer's failure to obtain necessary consents from Guests or to comply with applicable data protection or consumer protection laws.

13.3 Procedure

The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement (with counsel of its choice), and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim that imposes liability or admission of fault on the indemnified party without its prior written consent.

14Limitation of Liability

To the maximum extent permitted by applicable law, the total cumulative liability of each party arising out of or relating to this agreement, regardless of the cause of action and whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer to Synaptim Labs under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of reputation, loss of data, or cost of substitute services, whether or not the party was advised of the possibility of such damages.

The limitations of liability in this Section do not apply to: (i) liability that cannot be limited under applicable mandatory law, (ii) damages caused by wilful misconduct or gross negligence, or (iii) breach of confidentiality obligations or infringement of the other party's intellectual property rights.

14.1 Disclaimer regarding AI outputs

The Customer acknowledges that the Services include outputs generated by artificial intelligence, which may occasionally be inaccurate, incomplete, or inappropriate. The Customer is responsible for reviewing the configuration of the Services and the scope of communications sent to Guests, and Synaptim Labs does not warrant that all AI-generated outputs will be free of errors.

15Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of The Netherlands, to the exclusion of its conflict-of-laws principles and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these Terms or the Services shall be submitted to the exclusive jurisdiction of the competent courts of The Hague (Den Haag), The Netherlands, without prejudice to any mandatory rule of jurisdiction in favour of the Customer if the Customer is established in another EU Member State.

16General Provisions

16.1 Changes to these Terms

Synaptim Labs may modify these Terms from time to time to reflect legal, technical, or business changes. Material modifications will be notified to the Customer by email at least thirty (30) days before they take effect. If the Customer objects to a material modification, the Customer may terminate the agreement effective on the date the modification would take effect, without penalty.

16.2 Force majeure

Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, government acts, internet or telecommunications failures, or failures of third-party service providers.

16.3 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

16.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that Synaptim Labs may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, with prior written notice to the Customer.

16.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall replace the invalid provision with a valid provision that most closely reflects the original intent.

16.6 Waiver

A party's failure or delay in enforcing any right under these Terms does not constitute a waiver of that right.

16.7 Notices

Notices under these Terms must be in writing and sent to the addresses or email contacts set out in the applicable Order Form, or to the registered address of the receiving party. Notices are deemed received on the date of delivery confirmation.

16.8 Entire agreement

These Terms, together with the applicable Order Form and the DPA, constitute the entire agreement between the parties with respect to the Services and supersede any prior or contemporaneous understandings, communications, or agreements.