Master Platform Terms

MASTER PLATFORM TERMS

Thank You Vibes Platform – Terms for Business Customers

1. Scope and Contract Structure

1.1 These Master Platform Terms (the "Master Terms") govern the provision and use of the software platform "Thank You Vibes" (the "Platform") by business customers (each a "Customer").

1.2 The Platform consists of modules. At the date of these Master Terms the Provider offers the following modules:

• a) the Tipping Module, which enables guests to give tips and feedback to the Customer's staff by QR code; and
• b) the Compliance Module, which supports hotels and other accommodation establishments in organising their regulatory obligations.

1.3 The contract between the Provider and the Customer (the "Agreement") consists of the following documents. In the event of a conflict, they apply in the order listed:

• a) the order for the relevant module, being the online order placed by the Customer in the Dashboard and confirmed by the Provider or, where the Provider uses an order form for a module, the order form signed or accepted by the Customer (each an "Order");
• b) the module terms for the relevant module (the "Module Terms");
• c) the Data Processing Agreement 114 together with its annexes;
• d) these Master Terms.

1.4 These Master Terms apply to every module that the Customer orders. A module that the Customer has not ordered does not form part of the Agreement.

1.5 The Customer's own terms and conditions do not apply, even if the Provider does not expressly object to them or performs without reservation.

2. Business Customers Only

2.1 The Platform is offered exclusively to undertakings acting in the course of their trade, business or profession. It is not offered to consumers.

2.2 By concluding the Agreement, the Customer confirms that it acts as an undertaking and that the person accepting on its behalf is authorised to bind the Customer.

2.3 Guests, staff members and other natural persons who interact with the Platform at the Customer's request do not become parties to the Agreement. Their use is governed by the information and notices provided to them separately.

3. Definitions

In the Agreement the following terms have the following meanings:

• a) "Authorised User" means a natural person whom the Customer has authorised to access the Platform on its behalf, in particular company administrators, place administrators and staff members;
• b) "Customer Data" means all data, content and information that the Customer or its Authorised Users enter into or upload to the Platform or that the Platform collects on the Customer's behalf;
• c) "Dashboard" means the web-based administration area of the Platform;
• d) "Fees" means the remuneration for a module as shown in the price list for that module at the time of the Order or as agreed in the Order;
• e) "Place" means an establishment of the Customer (for example a hotel) set up as a separate unit in the Platform;
• f) "Third-Party Service" means a service of a third party that is integrated into the Platform or that the Customer uses in connection with it, in particular payment services.

4. Conclusion of the Agreement

4.1 The Provider provides the Platform as software as a service on a multi-tenant infrastructure. The Customer's data is logically separated from the data of other customers. Customers register, complete the onboarding and order modules online in the Dashboard.

4.2 The presentation of modules and prices on the Provider's website and in the Dashboard does not constitute a binding offer. By completing the online order and clicking the order button, the Customer makes a binding offer to conclude the Agreement for the selected module. Before doing so, the Customer must accept these Master Terms, the applicable Module Terms and the Data Processing Agreement 114.

4.3 The Agreement is concluded when the Provider confirms the Order by e-mail or activates the module, whichever is earlier. Where the Provider uses an order form for a module, the Agreement is concluded when the Customer signs or electronically accepts the order form and the Provider confirms it or activates the Customer's access.

4.4 Before the Customer submits its online order, the Dashboard enables it to review its entries and correct input errors. The Provider makes the documents of the Agreement available in a form that the Customer can store and reproduce.

4.5 The Provider records each acceptance with the document number, the version, the date and time, the accepting Authorised User and the language of the accepted version. These records serve as evidence of the Agreement and are retained for the term of the Agreement and for ten (10) years thereafter.

5. Right of Use

5.1 For the term of the Agreement the Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the ordered modules for its own business purposes through the Dashboard and the applications provided by the Provider.

5.2 The Customer may permit Authorised Users to use the Platform within this scope. The Customer is responsible for the acts and omissions of its Authorised Users as for its own.

5.3 The Customer shall not, and shall not permit any third party to:

• a) copy, modify, translate, decompile or otherwise reverse-engineer the Platform, except to the extent mandatory law permits this;
• b) make the Platform available to third parties, in particular by renting, lending or reselling access;
• c) circumvent, test or attack technical protection measures;
• d) use the Platform to transmit unlawful content or malicious code or in breach of applicable law.

5.4 All rights in the Platform, including its further developments, documentation, trade marks and other distinctive signs, remain with the Provider or its licensors.

6. Accounts and Access Security

6.1 The Customer shall keep the access credentials of its Authorised Users confidential and protect them against unauthorised use. Each Authorised User shall have personal credentials.

6.2 The Customer shall maintain the roles and permissions of its Authorised Users in the Dashboard and remove access without undue delay when a person leaves or no longer requires access.

6.3 The Customer shall inform the Provider without undue delay if it suspects that credentials have been compromised or the Platform is being misused.

7. Obligations of the Customer

7.1 The Customer shall:

• a) provide complete and accurate information when concluding the Agreement and keep its master data up to date;
• b) ensure that Customer Data is accurate and that it has the right to enter it into the Platform;
• c) provide the cooperation set out in the Module Terms;
• d) comply with all laws applicable to its business and to its use of the Platform.

7.2 The Customer remains solely responsible for its business operations, its relationships with guests and staff and its obligations towards authorities. The Platform supports the Customer in these matters but does not assume them.

8. Fees, Invoicing and Payment

8.1 The Customer shall pay the Fees for each module ordered. Pricing is set individually for each module; the Module Terms set out the pricing model of the relevant module. All Fees are stated exclusive of value added tax, which is added at the applicable rate.

8.2 Where the reverse-charge procedure applies, the Customer shall provide a valid VAT identification number. The Provider may verify it in the VIES system.

8.3 Where the Customer has stored a payment method in the Dashboard, the Provider collects the Fees when due using that payment method. Otherwise, and unless the Module Terms or the Order provide otherwise, invoices are payable within fourteen (14) days of the invoice date without deduction. The Provider may issue invoices electronically.

8.4 If the Customer is in default of payment, the Provider may charge statutory default interest and, after a reminder with a period of at least fourteen (14) days, suspend access to the affected module until payment is made.

8.5 The Provider may adjust recurring Fees with effect from the start of a new contract year by giving at least sixty (60) days' notice. If the increase exceeds five per cent (5 %) of the previous Fees, the Customer may terminate the affected module with effect from the date on which the increase takes effect.

8.6 The Customer may set off only claims that are undisputed or have been finally established by a court.

9. Availability, Service Levels and Support

9.1 The Provider operates the Platform with the diligence customary in the industry and uses commercially reasonable efforts to keep it available. The Provider does not warrant uninterrupted availability or a specific availability rate. The service levels in this clause 9 apply to all modules unless the Module Terms provide otherwise. A separate service level agreement is not concluded.

9.2 Maintenance. The Provider carries out planned maintenance, updates and system adjustments where possible outside customary peak times and announces them in advance in the Dashboard or by e-mail. Urgent maintenance to close security vulnerabilities or to avert imminent damage may be carried out without prior notice.

9.3 Support. The Provider provides support on business days (Monday to Friday, excluding public holidays in the Republic of Cyprus) from 08:00 to 17:00 Cyprus time through the support function in the Dashboard and by e-mail to support@thank-you.app.

9.4 Disruptions. The Provider remedies disruptions within its sphere of control with reasonable diligence. Disruptions caused by the internet or telecommunications networks, by Third-Party Services within the meaning of clause 11.2, by the Customer, its Authorised Users or its systems, or by force majeure are outside the Provider's sphere of control.

10. Further Development of the Platform

10.1 The Provider may further develop, change or replace functions of the Platform, provided that the essential functions of an ordered module are maintained and the change is reasonable for the Customer.

10.2 The Provider will inform the Customer in good time of changes that materially affect its use of the Platform.

10.3 The Customer has no claim to new functions or modules unless they are expressly agreed.

11. Third-Party Services

11.1 The Platform integrates Third-Party Services, in particular payment services. Where the Customer must conclude its own contract with the provider of a Third-Party Service, that contract is concluded directly between the Customer and that provider.

11.2 The Provider is not responsible for the availability, performance or terms of Third-Party Services, except where the Provider uses them as its own subcontractor for the performance of the Agreement.

12. Data Protection

12.1 Each party shall comply with the data protection laws applicable to it, in particular Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR").

12.2 To the extent that the Provider processes personal data on behalf of the Customer, the Data Processing Agreement 114 applies. It forms part of the Agreement without needing to be signed separately.

12.3 To the extent that the Provider processes personal data for its own purposes, in particular for contract management, invoicing, the security of the Platform, the prevention of fraud and misuse and the fulfilment of its legal obligations, it acts as an independent controller. The Provider's Privacy Notice 113 describes this processing.

12.4 The Customer shall inform its Authorised Users and the other persons whose data it enters into the Platform of the processing in an appropriate manner, to the extent that this obligation lies with the Customer.

13. Customer Data

13.1 The Customer remains responsible for Customer Data. The Provider does not review Customer Data for accuracy, completeness or legality.

13.2 The Customer grants the Provider the rights to Customer Data that are necessary to provide the Platform.

13.3 The Provider may use aggregated and anonymised data, from which neither the Customer nor any natural person can be identified, to operate, secure and improve the Platform.

13.4 The Provider may block Customer Data or access to it if there are specific indications that the data is unlawful or infringes the rights of third parties. The Provider will inform the Customer and give it an opportunity to respond, unless this is unreasonable in the circumstances.

14. Warranty

14.1 The Provider warrants that the ordered modules substantially correspond to the description in the Module Terms during the term of the Agreement.

14.2 The Customer shall report defects in text form with a reproducible description. The Provider will remedy reported defects within a reasonable period by correction, workaround or new release.

14.3 Further warranties are excluded to the extent permitted by law. In particular, the Provider does not warrant that the Platform meets the Customer's specific requirements unless these are expressly agreed in the Order.

15. Liability

15.1 Nothing in the Agreement limits or excludes either party's liability for:

• a) death or personal injury caused by its negligence;
• b) fraud or fraudulent misrepresentation;
• c) wilful misconduct or gross negligence;
• d) any other liability that cannot be limited or excluded under applicable law.

15.2 Subject to clause 15.1, neither party is liable for loss of profit, loss of revenue, loss of business or goodwill, loss of anticipated savings, or for any indirect or consequential loss.

15.3 Subject to clause 15.1, the Provider's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited in each contract year to the greater of (a) the Fees paid by the Customer for the affected module in the twelve (12) months preceding the event giving rise to the claim and (b) EUR 5,000.

15.4 The Provider is not liable for losses caused by inaccurate or incomplete Customer Data, by the Customer's failure to follow instructions or to cooperate, or by Third-Party Services within the meaning of clause 11.2.

15.5 The Module Terms may contain further provisions on liability for the relevant module.

16. Indemnity

16.1 The Customer shall indemnify the Provider against all claims of third parties, including reasonable legal defence costs, arising from:

• a) Customer Data or its use in accordance with the Agreement;
• b) a breach by the Customer or its Authorised Users of the Agreement or of applicable law;
• c) the Customer's relationships with its staff and guests, insofar as they fall within the Customer's responsibility.

16.2 The Provider shall inform the Customer without undue delay of any such claim and allow the Customer to take part in its defence.

17. Confidentiality

17.1 Each party shall keep confidential all information of the other party that is marked as confidential or whose confidential nature is evident from the circumstances, and use it only for the purposes of the Agreement.

17.2 This obligation does not apply to information that:

• a) is or becomes publicly available without breach of the Agreement;
• b) was lawfully known to the receiving party before disclosure;
• c) is lawfully received from a third party without an obligation of confidentiality; or
• d) must be disclosed by law or by order of a court or authority, in which case the disclosing party shall, where permitted, inform the other party in advance.

17.3 This obligation survives the termination of the Agreement for five (5) years.

18. Reference

The Provider may name the Customer and use its name and logo as a reference only if the Customer has consented to this in the Dashboard or in the Order. The Customer may withdraw its consent at any time with effect for the future.

19. Term and Termination

19.1 The term, renewal and ordinary termination of each module are set out in the Module Terms and, where applicable, in the Order. Each module may be terminated independently of the other modules.

19.2 Either party may terminate the Agreement or an individual module for good cause without notice. Good cause exists in particular if:

• a) the other party materially breaches the Agreement and fails to remedy the breach within thirty (30) days of receiving a written warning;
• b) insolvency proceedings are opened against the other party's assets or rejected for lack of assets;
• c) changes in law or decisions of authorities make the provision of the module in the agreed form unlawful.

19.3 Termination must be in text form.

20. Suspension

20.1 The Provider may suspend the Customer's access in whole or in part if:

• a) the Customer is in default of payment within the meaning of clause 8.4;
• b) there are specific indications of misuse, fraud or a security risk; or
• c) suspension is required by law or by order of an authority or a payment service provider.

20.2 The Provider will limit the suspension to what is necessary and lift it as soon as the reason ceases to exist.

21. Consequences of Termination

21.1 Upon termination of a module, the Customer's right to use that module ends.

21.2 For ninety (90) days after termination, the Customer may export its Customer Data using the export functions of the Dashboard or request an export from the Provider.

21.3 After this period, the Provider will delete or anonymise the Customer Data of the terminated module, unless statutory retention obligations require otherwise. The Data Processing Agreement 114 governs the details.

21.4 Clauses 13.3, 15, 16, 17 and 23 survive termination.

22. Amendments to these Terms

22.1 The Provider may amend these Master Terms and the Module Terms with effect for the future if the amendment is required by a change in law or case law, by technical developments, by the introduction of new functions, or for comparable reasons, and if it does not unreasonably disadvantage the Customer.

22.2 The Provider will notify the Customer of amendments in text form and in the Dashboard at least thirty (30) days before they take effect.

22.3 If the Customer objects in text form within this period, the amended terms do not apply to it. In that case either party may terminate the affected module with three (3) months' notice to the end of a calendar month. The Provider will point out this consequence in the notification.

22.4 Amendments to the Fees are governed exclusively by clause 8.5.

23. Final Provisions

23.1 Notices under the Agreement must be in text form. E-mail is sufficient.

23.2 The Provider may use subcontractors to perform the Agreement. The Data Processing Agreement 114 governs the engagement of sub-processors.

23.3 The Customer may assign rights and obligations under the Agreement only with the Provider's prior consent in text form.

23.4 The Agreement constitutes the entire agreement between the parties on its subject matter. Amendments and side agreements must be in text form.

23.5 If any provision of the Agreement is or becomes invalid or unenforceable, the remaining provisions remain unaffected. The parties shall replace the invalid provision with a valid provision that comes closest to its economic purpose.

23.6 The Agreement is drawn up in English. Translations are for information only. In the event of a discrepancy, the English version prevails.

23.7 The Agreement is governed by the laws of the Republic of Cyprus, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

23.8 The courts of Limassol, Cyprus, have exclusive jurisdiction over all disputes arising out of or in connection with the Agreement. The Provider may also bring proceedings at the Customer's registered office.