Service Agreement

For the purposes of this Agreement, the following terms have the meanings set out below:

• "Agreement" means this Service Agreement, together with any Statement of Work (SOW), Order Form, and Data Processing Addendum (DPA) incorporated by reference.
• "Platform" means the Sarucci Revenue Intelligence software-as-a-service product, including all features, updates, and documentation.
• "Client Data" means all data, content, and information uploaded to, generated within, or otherwise submitted to the Platform by Client or its Users.
• "Users" means Client's employees, contractors, or agents who are authorised to access the Platform under this Agreement.
• "Personal Data" has the meaning given to it under applicable data protection law, including the EU General Data Protection Regulation (GDPR) and UK GDPR.
• "Statement of Work (SOW)" means a document executed by both parties describing specific services, deliverables, and pricing.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Sarucci Inc. ("Provider") agrees to provide Client with access to the Sarucci Revenue Intelligence Platform as described in the applicable SOW, including:

• Automated rate optimisation and pricing recommendations
• Competitive benchmarking and market data analysis
• Demand forecasting and revenue projections
• Reporting dashboards and data exports

The Provider reserves the right to update, enhance, or modify Platform features. Provider will give at least thirty (30) days’ advance written notice of any material change to core functionality. No modification will materially degrade core functionality during the Agreement term without Client’s written consent.

Provider shall provide a target service availability (uptime) of 99.5%, measured monthly, excluding scheduled maintenance. Scheduled maintenance will be communicated at least 48 hours in advance and carried out, where practicable, outside peak business hours.

3.1 Initial Term

This Agreement commences on the Effective Date and continues for twelve (12) months unless earlier terminated in accordance with Section 9.

3.2 Auto-Renewal

The Agreement will automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Provider will send a renewal reminder to Client no later than sixty (60) days before the renewal date.

3.3 Trial Period (if applicable)

If an SOW specifies a free trial period, Client may terminate this Agreement without penalty by providing written notice before the end of the trial period. No fees are payable in respect of the trial period.

Client agrees to pay the fees set forth in the applicable SOW. All fees are quoted in USD and are non-refundable, except for the pro-rata refunds of pre-paid fees expressly provided for in Sections 9.2 and 9.3, and the trial period terms in Section 3.3.

• Invoices are issued monthly in advance on the first day of each billing period.
• Payment is due within thirty (30) days of the invoice date.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date.
• Provider may suspend access to the Platform upon payments overdue by more than fifteen (15) days, provided Provider has given Client at least five (5) business days’ prior written notice of the intended suspension.
• All fees are exclusive of applicable taxes (including VAT/GST). Client is responsible for all such taxes, other than taxes on Provider’s net income.

Provider will maintain a record of all invoices and payments for at least seven (7) years. Client may request copies of invoices at any time.

The Sarucci Platform, algorithms, models, software, and all related intellectual property rights remain the sole and exclusive property of Sarucci Inc. Nothing in this Agreement transfers any ownership rights in the Platform to Client.

This Agreement grants Client a limited, non-exclusive, non-transferable, revocable licence to use the Platform solely for its internal hotel revenue management operations during the term of this Agreement.

Client Data uploaded to or generated within the Platform remains the sole property of Client. Provider is granted a limited licence to process Client Data solely to provide the Services and as described in Section 7 (Data Protection).

Provider may use aggregated, anonymised data derived from Client Data (where such data cannot reasonably be used to identify Client or any individual) to improve its algorithms and services. Provider will not use identifiable Client Data for any purpose outside the scope of this Agreement.

Each party agrees to hold in strict confidence all Confidential Information received from the other party and to use such information solely to fulfil its obligations under this Agreement. This obligation survives termination for a period of three (3) years.

Confidential Information includes, without limitation: pricing data, algorithms, business strategies, hotel performance data, trade secrets, financial information, and any information designated as confidential or which a reasonable person would consider proprietary.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given prior written notice where permitted.

Neither party will disclose the other’s Confidential Information to any third party without the other party’s prior written consent, except to employees, contractors, or advisers who have a genuine need to know and are subject to confidentiality obligations at least as protective as those in this Agreement.

7.1 Roles

For the purposes of applicable data protection law, Client is the Data Controller and Provider is the Data Processor in respect of any Personal Data contained within Client Data. Each party shall comply with its respective obligations under applicable data protection law including, where applicable, the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”), the UK GDPR, and any successor legislation.

7.2 Data Processing Addendum

A Data Processing Addendum (“DPA”), attached as Annex 1 to this Agreement and forming part of it, governs the processing of Personal Data by Provider on behalf of Client. In the event of a conflict between this Agreement and the DPA, the DPA shall prevail with respect to data protection matters. Client acknowledges having received and reviewed the DPA prior to accepting this Agreement.

7.3 Provider Obligations

• Process Personal Data only on Client’s documented instructions and only for the purposes set out in the DPA.
• Implement and maintain appropriate technical and organisational security measures (including SOC 2 Type II controls and industry-standard encryption for data in transit and at rest) to protect Personal Data.
• Ensure that personnel who process Personal Data are bound by confidentiality obligations.
• Not engage sub-processors without Client’s prior written consent or, where a general authorisation is given, provide advance written notice of any new sub-processor with an opportunity for Client to object. Provider’s current sub-processors are named in Annex C of the DPA and maintained at sarucci.com/sub-processors.
• Assist Client, at Client’s reasonable cost, in responding to Data Subject requests (access, rectification, erasure, restriction, portability, objection) within the timeframes required by applicable law.
• Notify Client without undue delay (and in any event within 72 hours) of becoming aware of a Personal Data breach, with sufficient information to enable Client to fulfil its own notification obligations to supervisory authorities and data subjects.
• Provide Client with all information reasonably necessary to demonstrate compliance with applicable data protection law, and permit and cooperate with audits conducted by Client or an independent auditor mandated by Client, on reasonable prior written notice.
• Upon termination of this Agreement, and at Client’s election, either return or securely delete all Personal Data unless applicable law requires continued retention.

7.4 Client Data Commitments

• Client Data will not be sold or rented to any third party.
• Upon termination, Client Data will be available for export for thirty (30) days, after which it will be securely deleted or destroyed in accordance with industry best practices.
• Provider will maintain a record of processing activities as required by Article 30 GDPR.

7.5 International Transfers

The Platform is hosted in the European Union (Belgium) and the United Kingdom (London). Certain sub-processors named in Annex C of the DPA process Personal Data in the United States and other jurisdictions. Where Provider transfers Personal Data outside the European Economic Area (EEA) or the United Kingdom, it shall ensure such transfers are made in compliance with applicable data protection law (including, where required, by relying on Standard Contractual Clauses approved by the European Commission or the UK Secretary of State, or another recognised transfer mechanism).

8.1 Provider Warranties

Provider warrants that: (a) the Platform will perform materially in accordance with the documentation; (b) Provider has full right and authority to enter into this Agreement and to grant the licences herein; (c) Provider will maintain commercially reasonable security measures as described in Section 7; and (d) the Services will be performed in a professional and workmanlike manner.

8.2 Uptime SLA

Provider commits to a monthly uptime target of 99.5%, excluding scheduled maintenance. In the event that actual monthly uptime falls below 99.5%, Client shall be entitled to a service credit as set out in the applicable SOW. Credits are Client’s sole and exclusive remedy for uptime failures.

8.3 Revenue Disclaimer

THE PLATFORM IS PROVIDED AS A DECISION-SUPPORT TOOL. SARUCCI MAKES NO WARRANTY THAT USE OF THE PLATFORM WILL INCREASE REVENUE BY ANY SPECIFIC AMOUNT. REVENUE OUTCOMES DEPEND ON MARKET CONDITIONS, PRICING DECISIONS, HOTEL OPERATIONAL FACTORS, AND OTHER VARIABLES OUTSIDE SARUCCI’S CONTROL.

8.4 General Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 8, THE PLATFORM IS PROVIDED “AS IS”. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9.1 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation, or similar proceedings.

9.2 Termination for Convenience

Client may terminate this Agreement for convenience upon sixty (60) days’ prior written notice to Provider. Fees for Services rendered during the notice period remain payable. Fees pre-paid for periods beyond the termination date will be refunded on a pro-rata basis, except where Client terminates due to a cause attributable to Client.

9.3 Termination by Provider

Provider may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to Client. In such event, Provider will refund any pre-paid fees attributable to the post-termination period on a pro-rata basis.

9.4 Effect of Termination

Upon termination or expiry of this Agreement: (a) all licences granted herein immediately cease; (b) each party will promptly return or certify the destruction of the other’s Confidential Information; (c) Client Data will be available for export for thirty (30) days as set out in Section 7.4; and (d) any accrued payment obligations survive. Sections 5, 6, 7, 10, and 11 survive termination or expiry.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SARUCCI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO: (a) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; (b) DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE; (c) FRAUD OR FRAUDULENT MISREPRESENTATION; (d) PROVIDER’S OBLIGATIONS UNDER APPLICABLE DATA PROTECTION LAW; OR (e) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Provider will defend, indemnify, and hold Client harmless from and against any third-party claims, damages, costs, and expenses (including reasonable legal fees) arising from: (a) Provider’s infringement of a third party’s intellectual property rights in providing the Platform; or (b) Provider’s gross negligence or wilful misconduct.

Client will defend, indemnify, and hold Provider harmless from and against any third-party claims arising from: (a) Client’s unlawful use of the Platform; or (b) Client’s breach of applicable data protection law in its capacity as Data Controller.

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) cooperate reasonably with the indemnifying party at the indemnifying party’s expense.

Client agrees not to, and not to permit Users to:

• Attempt to reverse engineer, decompile, disassemble, or derive the source code or underlying algorithms of the Platform.
• Use the Platform to process data in violation of applicable law, including anti-money laundering, sanctions, or data protection laws.
• Use the Platform in a manner that could damage, disable, overburden, or impair Provider’s infrastructure.
• Share account credentials or access to the Platform with any unauthorised third party.
• Use the Platform to build a competitive product or service.

Provider reserves the right to immediately suspend Client’s access to the Platform (without liability to Client) if Provider has reasonable grounds to believe Client is in material breach of this Section 12, and to give written notice within 24 hours of such suspension.

In the event of a dispute, the parties shall first attempt to resolve the matter through good-faith negotiations. Either party may trigger this process by providing written notice to the other describing the dispute in reasonable detail. The parties shall have thirty (30) days (or such longer period as both parties may agree in writing) to resolve the dispute through negotiation.

If the dispute is not resolved through negotiation, either party may pursue resolution through binding arbitration under the rules of JAMS (Judicial Arbitration and Mediation Services) or, for disputes involving EU or UK-based Clients, the ICC International Court of Arbitration. Nothing in this Section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.

14.1 Governing Law: This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Where Client is established in the European Union or United Kingdom, mandatory consumer or data protection protections under applicable law in Client’s jurisdiction will not be overridden by this choice of law.

14.2 Entire Agreement: This Agreement, together with any SOW, Order Form, DPA, and incorporated policies (including the Privacy Policy published at sarucci.com/privacy), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

14.3 Amendments: No amendment to this Agreement is valid unless in writing and signed (including by electronic signature) by authorised representatives of both parties. Provider will give at least thirty (30) days’ written notice of any proposed amendment. Client’s continued use of the Platform after the effective date of an amendment constitutes acceptance.

14.4 Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement remains in full force and effect.

14.5 Notices: All legal notices must be delivered in writing via email with confirmed receipt or by registered mail to the addresses set out on page 1. Notices are effective on the date of confirmed receipt.

14.6 Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations without the other party’s prior written consent, except that Provider may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is void.

14.7 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.8 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic, or failure of third-party infrastructure, provided that the affected party gives prompt written notice and uses reasonable endeavours to resume performance.

14.9 Accessibility: Provider commits to maintaining the Platform in conformance with WCAG 2.1 Level AA accessibility guidelines, and to providing reasonable accommodations for Users with disabilities.

14.10 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

14.11 Electronic Acceptance: The parties agree that electronic acceptance of this Agreement — including by clicking “Accept” on the Platform or by selecting the acceptance checkbox presented during account registration — has the same legal effect as a handwritten signature and constitutes a binding agreement. Provider records the date, time and document version accepted by each Client and will provide that record to Client on request.

By signing below (or by electronic acceptance), each party agrees to be legally bound by the terms and conditions of this Agreement.