1 background

1.1 Zaplar is an IT company that provides an AI powered software for hotels to be used by hotel employees and hotel guests, as further specified in the Service Description Schedule v.

1.2 The Customer has entered into an Order Form with Zaplar for the Service.

1.3 The Agreement between the Parties consist of the following documents:

(i) The Order Form

(ii) Zaplar Terms of Service

(iii) Zaplar Data Processing Agreement

(iv) Zaplar Support Terms

(v) Zaplar Service Description

2 Definitions

Unless the context or circumstances clearly require otherwise, the following words and phrases shall have the meanings specified below.

2.1 Additional Services

Possible services not included in the Service Description.

2.2 Agreed Start Date

1 October 2026 or such other date that the Parties have agreed to at which time the Service shall be available to the Customer in accordance with the Agreement.

2.3 Agreement

The agreement, including appendices as listed in 1.3 and entered into between the parties.

2.4 Application

The software provided in a SaaS Service.

2.5 Customer’s Data

Data or other information that the Customer, or another party on the Customer’s or a user’s behalf, makes available to Zaplar for its disposal as well as the result of Zaplar’s data processing.

2.6 Customer’s Software

The software owned by the Customer or which the Customer is entitled to use in accordance with an agreement with a third party, and which is used in the Service.

2.7 Party or jointly Parties

Zaplar and the Customer.

2.8 Product Supplier

The company that grants Zaplar a license to, and provides maintenance in respect of, a Third Party Application.

2.9 The Property

The Property specified in the Order Form.

2.10 SaaS Service

The provision of software as a service.

2.11 Service Description

The specification of the content of the Service as specified in Appendix v.

2.12 Service(s)

Each service which Zaplar, pursuant to the Agreement, shall make available to the Customer over a public electronic communications network and any subsequent agreed changes thereof.

2.13 Stripe Services

The payment services provided by the payment service provider Stripe.

2.14 Third Party Application

Software (a) to which the copyright clearly belongs to a legal entity other than Zaplar unless otherwise follows from the Agreement, or (b) specified in the Agreement as Third Party Products.

2.15 Zaplar Website

The domain address belonging to Zaplar www.zaplar.com.

3 Zaplar’s service undertakings

3.1 From the Agreed Start Date Zaplar shall provide the Service in accordance with the terms and conditions of the Agreement and perform any agreed Additional Services. The contents of the Service are set out in the Service Description.

3.2 Zaplar shall perform its obligations in a professional manner. Unless otherwise follows from the Service Description, the Service shall be performed in accordance with the methods and standards normally applied by Zaplar for this type of service.

3.3 Zaplar may engage subcontractors to perform the Service and other obligations under the Agreement.

3.4 In addition to the Services, Zaplar will enable the Customer to use the Stripe Services, within the Application. The Customer will enter into an agreement directly with Stripe and all the Customer’s use of and rights and obligations in relation to the Stripe Services will be regulated by such agreement. Zaplar has no liability for the services provided by Stripe.

4 The customer’s undertakings

4.1 In order for Zaplar to be able to perform its obligations under the Agreement, the Customer is responsible for the following:

(a) The Customer shall provide the information necessary for Zaplar to perform its obligations under the Agreement.

(b) The Customer is responsible for ensuring that it has the internet access, equipment and software that Zaplar, on a website or in another written manner, has stated is required to use the Service, or which otherwise is clearly required for such use.

(c) The Customer understands that it must enter into an agreement with the payment service Stripe for the Services to function and undertakes to enter into such agreement.

(d) The Customer is responsible for faults and defects in the Customer’s Software.

(e) The Customer shall ensure that the (i) Customer’s Data are free from viruses, trojans, worms or other malicious software or code; (ii) Customer’s Data are in the agreed format; and (iii) Customer’s Data otherwise cannot damage or interfere with Zaplar’s system or the Service.

(f) The Customer shall ensure that login details, security methods and other information provided by Zaplar for access to the Service are handled confidentially. The Customer shall notify Zaplar immediately in the event of any unauthorised access to information in accordance with this clause.

(g) The Customer shall notify Zaplar immediately upon discovery of any infringements or attempted infringements that might affect the Service.

5 Service level and support

5.1 Zaplar shall use commercially reasonable efforts to make the Service available to the Customer, but does not guarantee that the Service will be uninterrupted, error-free or available at all times. The Customer acknowledges and accepts that the Service may from time to time be unavailable or restricted as a result of scheduled or unscheduled maintenance, upgrades, technical issues, circumstances attributable to third-party providers or other operational reasons, and that such downtime does not constitute a fault or breach of the Agreement by Zaplar.

5.2 Zaplar provides the support services set out in the Zaplar Support Terms, appendix iv.

6 Changes to the Service

6.1 Zaplar may, without prior notification to the Customer, make changes to the Service or the method of providing it, which clearly cannot cause the Customer more than minor inconvenience.

6.2 Zaplar may make other changes to the Service than those set out in clause 6.1 three months after notifying the Customer to this effect. The Customer may, no later than when the change enters into force, terminate the Service with effect from the date the change enters into force, or such later day specified in the notice of termination, but not later than three months from the effective date of the change. However, Zaplar may not make any changes to any requirements for the Service that the parties have specifically stated may not be changed.

7 The customer’s use of the Service

7.1 Unless the parties have agreed otherwise, the Customer is granted a non-exclusive right to use the Service at or in relation to the Property only. The Customer may allow contractors to use the Service on its behalf at or in relation to the Property. The Service may not be used in relation to another hotel or venue.

7.2 The Customer may not copy software included in the Service or allow anyone to use the Service, other than in relation to the Property.

7.3 The Customer is obliged to follow any written instructions from Zaplar about the use of the Service. Zaplar may, after the conclusion of the Agreement, change instructions provided in accordance with clause 6.

8 Specific provisions relating to SaaS Service

8.1 Maintenance of the Application

Zaplar shall implement the updates or new versions of the Application provided by Zaplar or Product Supplier within the scope of its maintenance, and to the extent Zaplar deems it appropriate for the Service. Zaplar may, even if it would cause inconvenience to the Customer, implement updates to the Application in order to protect the Service and/or for other security related purposes.

8.2 Documentation

Zaplar shall provide available user documentation for the use of the Application in the form of manuals and other instructions. The user documentation shall be in Swedish or English and be available at the Zaplar Website.

8.3 Specific provisions relating to Third Party Applications

The Customer may only use a Third Party Application in accordance with the licensing terms issued by the Product Supplier and referred to by Zaplar. With respect to Third Party Applications, Zaplar’s liability for faults or intellectual property infringements is restricted to an obligation to immediately report the fault or infringement to the Product Supplier. Zaplar shall implement any potential solution from the Product Supplier, provided this can be done without negative interference with the Service. Zaplar shall also monitor that the Product Supplier fulfils its obligations under the applicable agreement with Zaplar. Zaplar has no other responsibility for faults or infringements in relation to Third Party Applications. If it is finally decided that infringement has occurred or if it is likely, in the opinion of Zaplar, that such infringement has occurred and the Product Supplier does not take the necessary action, Zaplar may terminate the Agreement with three months’ notice.

9 Restricted access to the Service

9.1 If the provision of the Service entails a risk of more than minor damage to Zaplar or another Customer of the Service, Zaplar may suspend or restrict the access to the Service. In connection with this, Zaplar may not adopt more far-reaching measures than is justified under the circumstances. The Customer shall be informed as soon as possible if the access to the Service is restricted.

9.2 Zaplar is entitled to carry out planned measures that affect the availability of the Service if required for technical, maintenance, operational or safety reasons. Zaplar shall carry out such measures promptly and in a manner that limits disruptions. Zaplar undertakes to notify the Customer within a reasonable time prior to such measures and, if possible, to schedule such planned measures outside normal working hours.

9.3 Zaplar has the right to immediately prevent further dissemination in the Service, if it is reasonable to believe that further dissemination violates applicable legislation. In exercising this right, Zaplar is entitled to access any information transferred or submitted to the Service. If Zaplar exercises this right, the Customer shall be notified.

9.4 Zaplar is entitled to prevent continued use of the Service by persons who have provided information in violation of applicable legislation. If Zaplar exercises this right, the Customer shall be notified.

10 Contact persons

10.1 Each party shall appoint a contact person or persons who shall be responsible for the cooperation in regard to the Agreement. Such contact persons are set out in the Order Form. The contact persons should be authorised to represent the principal in matters concerning the Service and any Additional Service.

11 fees and terms of payment

11.1 Fees

In consideration of Zaplar’s performance of the Service, the Customer shall for the Initial Term pay the fees set out in the Order Form. For Additional Services, the Customer shall pay in accordance with Zaplar’s from time to time applicable price list. The remuneration is exclusive of VAT and other taxes and charges relating to Services and Additional Services imposed after the Agreement was entered into. Payment terms are set out in the Order Form.

11.2 Changes of fees for Third Party Applications

If the parties have agreed on a special license fee for the use of a Third Party Application, Zaplar may, three months after notifying the Customer to this effect, change the license fee for the use of the Third Party Application to the extent the Product Supplier changes said fee.

11.3 Other remuneration

In the event that Zaplar incurs extra work or additional costs due to circumstances for which the Customer is responsible, the Customer shall remunerate Zaplar for such extra work and additional costs in accordance with Zaplar’s from time to time applicable price list.

11.4 Delays

In event of a delay in payment, default interest and other compensation shall be paid in accordance with law. If the Customer’s payment is delayed and Zaplar has requested the Customer in writing to pay the amount due, Zaplar may, 30 days after a written request to the Customer with reference to this clause, withhold further provision of the Service until the Customer has paid all amounts due and outstanding.

12 Intellectual property rights

12.1 Zaplar and/or Zaplar’s licensors hold all rights, including intellectual property rights, to the Service and any software included in the Service.

12.2 Zaplar is responsible for ensuring that the Customer’s use of the Service does not infringe the copyright, patent or other intellectual property rights of others, provided that the Customer’s use is performed in accordance with the Agreement. If the infringement relates to the use of an Application that is not a Third Party Application in a SaaS Service, Zaplar is only responsible under this clause 12.2 when the Customer uses the Application in Sweden or another agreed country. Zaplar undertakes to defend the Customer, at its own expense, against any claims made or actions brought regarding the infringement of a third party’s rights due to the Customer’s use of the Service. Zaplar shall also indemnify the Customer for any costs or damages that the Customer may become liable to pay as a result of a settlement or judgment. Zaplar’s obligation only applies if the Customer has notified Zaplar in writing of a claim or action within a reasonable time and Zaplar has been given sole control over the defence against such action and the sole right to negotiate any agreement or settlement. Where a third party claims that the Customer’s use of the Service infringes a third party’s rights, Zaplar is responsible for obtaining any necessary rights or procuring other non-infringing software without any costs and as limited disruption as possible to the Customer or, if the infringement concerns an Application that is not a Third Party Application in a SaaS Service, modify it so that it no longer causes infringement, or terminate the Agreement with three months’ notice, in which case the Customer, is entitled to a reduction of the fee that corresponds to the reduction of the value of the Service as a result of the infringement. As concerns liability for infringement relating to the Customer’s use of a Third Party Application in a SaaS Service, the provisions in clause 8.3 shall apply instead. Other than as stated in this clause, Zaplar is not liable towards the Customer for infringements of a third party’s intellectual property rights.

12.3 The Customer is responsible for ensuring that the necessary rights to use the Customer’s Software within the scope of the Service are in place and that any pictures, text and other material the Customer uses in the Service does not infringe the copyright, patent or other intellectual property rights of others. The Customer undertakes to defend, at its own expense, Zaplar against any claims made or actions brought regarding the infringement of a third party’s rights due to use of the Customer’s Software within the scope of the Service or the Customer’s use of pictures, text and other material in the Service. Furthermore, the Customer undertakes to indemnify Zaplar against any costs or damages that Zaplar may become liable to pay as a result of a settlement or judgment. The undertaking by the Customer only applies if Zaplar has notified the Customer in writing within a reasonable time of a claim made or action brought and the Customer has been given sole control over the defence against such action and to negotiate any agreement or settlement. Where a third party claims that the use of the Customer’s Software infringes upon the rights of third parties, the Customer is responsible for obtaining any necessary rights. Other than as stated in this clause and clause 12.2, the Customer is not liable towards Zaplar for infringements of a third party’s intellectual property rights.

12.4 The Customer is liable for, and shall indemnify Zaplar for, ensuring that the Customer’s Data does not infringe the rights of any third party or otherwise contravene applicable law.

13 Log files

13.1 If Zaplar keeps a log of the use of the Service, Zaplar may only, unless the parties have agreed otherwise, use the data from the log as necessary to perform the Services, and if the log does not contain any personal data for development of the Service, to investigate any misuse or analyse infringements as well as to provide information to public authorities or for statistical purposes. If data from the logs are used for statistical purposes, the data shall not contain any Customer’s Data or information to which a confidentiality obligation applies, so that the Customer or any individual can be identified, and such statistical analyses may not constitute personal data.

14 Personal data

14.1 The Customer is the controller and Zaplar is the processor of any personal data submitted by the Customer in the Service. When processing personal data on behalf of the Customer within the scope of the Service the applicable version of the Data Processing Agreement (“Zaplar’s DPA”) shall apply. The current version of Zaplar’s DPA can be found at https://zaplar.com/legal/dpa and shall supplement this Agreement.

15 Confidentiality

15.1 Each party undertakes not to, without the other party’s consent, during the term of the Agreement or for a period of three years thereafter, make any unauthorized use of or disclose to a third party any information regarding the other party’s business that may be considered a business or trade secret or which according to law is subject to a duty of confidentiality. Unless otherwise follows from law, Zaplar’s pricing information and other information that a party specifies as confidential shall always be regarded as a business or trade secret. The confidentiality obligation does not apply to information that the party can demonstrate has become known to the party other than through the assignment or which is publicly known. Furthermore, the confidentiality obligation does not apply when a party is required to disclose such information by law, court or government order or binding stock exchange regulations. Where a party is required to disclose information in such way, it shall notify the other party prior to the disclosure, to the extent permitted and possible.

15.2 A party shall ensure that confidentiality as set out above is maintained by entering into confidentiality agreements with employees or taking other appropriate measures. A party shall also ensure that subcontractors and subcontractors’ employees that participate in the performance of the project sign confidentiality obligations on equivalent terms.

16 Liability for the Service

16.1 In the event of a fault in the Service, Zaplar shall, if possible, remedy the fault in accordance with the Zaplar Support Terms, appendix iv.

If the Customer has not been able to use the Service in significant respects due to a fault in the Service, and Zaplar has not rectified the fault within the time frames set out in the Zaplar Support Terms, the Customer is entitled to receive, for the period when the fault should have been rectified in accordance with the Zaplar Support Terms and during the time the fault persists, a reasonable reduction of the fee relating to the Service.

Zaplar is only liable for faults pursuant to clause 16.1 if the Customer has notified Zaplar within a reasonable time after discovering the fault, and has stated and, if necessary demonstrated, how the fault presents itself.

If the fault is caused by the negligence of Zaplar, Zaplar is liable for damages, with the limitations set out in clause 17.

16.2 Specific terms and conditions for fault in an Application in a SaaS Service

With regard to faults in a Third Party Application in a SaaS Service, the provisions of clause 8.3 shall apply instead.

With regard to faults in an Application that is not a Third Party Application in a SaaS Service, the Customer is entitled to a reduction of the fee in accordance with clause 16.1. If the Customer has notified a fault, but no fault for which Zaplar is liable is deemed to exist, the Customer shall remunerate Zaplar for the work performed in accordance with Zaplar’s from time to time applicable price list.

A fault in an Application that is not a Third Party Application means deviations from functions and other requirements stated in: (a) the Service Description; (b) product descriptions used by Zaplar for the relevant update, version or release of the Application; or (c) deviations from generally applied standards for equivalent software. In the event of conflicts between (a), (b) and (c) they shall take precedence in specified order.

16.3 Unless otherwise follows from the Agreement, Zaplar’s liability for faults or non-compliance with service levels does not include faults or deficiencies caused by the circumstances set out below:

(a) circumstances for which the Customer is responsible under the Agreement;

(b) circumstances beyond Zaplar’s responsibility for the Service; or

(c) virus or other security interference, provided that Zaplar has implemented security measures in accordance with agreed requirements or, in the absence of such requirements, in accordance with professional standards.

16.4 Other than as set out in this clause 16, the Customer is not entitled to any damages or other compensation for any faults in the Service.

16.5 The Customer may only invoke remedies under clause 16 if the Customer has notified Zaplar in writing to this effect no later than 90 days after the Customer became aware, or should have become aware, of the basis for the claim.

17 Limitation of liability

17.1 If a party is prevented from fulfilling its obligations under the Agreement due to a circumstance beyond the party’s control, including but not limited to lightning strike, labour dispute, fire, natural disaster, pandemic, epidemic or similar outbreak of serious disease against humans, changes in regulations, governmental actions and/or a failure or delay in products or services provided by a subcontractor due to an abovementioned circumstance, this shall constitute a basis for exemptions resulting in the postponement of the agreed date for performance and exemption from damages and other remedies. If the performance of the Service in substantial respects is prevented for a period exceeding two months due to an abovementioned circumstance, either party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation. When terminating the Agreement in accordance with this clause, clause 20 shall apply.

17.2 A party’s liability for damages is limited, per calendar year, to a total amount equal to 15% of the annual fee for the Service in question. With regard to Additional Services, Zaplar’s liability, per calendar year, shall be limited to the total amount of that Additional Service. In no event shall a party be liable for loss of profit or other indirect damage. Furthermore, a party is not liable for the other party’s liability towards a third party, except in cases referred to in clause 12 or in respect of the customer’s liability under clause 12.3. Zaplar shall not be liable for any loss of data. The limitation of liability in this clause 17.2 does not apply in the event of personal injury, liability in accordance with clause 12 and 12.2 or in the event of intent or gross negligence.

17.3 A party must submit a claim for damages to the other party within six months of the date the damage occurred, in order to not lose its right to claim damages.

18 Term of Agreement

18.1 The term of this Agreement shall be from the Agreed Start Date and for twelve (12) months thereafter (the “Initial Term”). Thereafter the Agreement can be extended upon the mutual agreement between the Parties. If not such agreement for extension is reached the Agreement will terminate automatically.

19 Early termination

19.1 Either party may terminate the Agreement if:

(a) the other party commits a material breach of its obligations under the Agreement and does not remedy such breach within 30 days of a written notice that is addressed to the party in question and contains a reference to this clause; or

(b) the other party enters into bankruptcy, initiates composition negotiations, is subject to a business reorganisation or is otherwise insolvent.

19.2 The terminating party may terminate the Agreement with effect from the date set out in the notice of termination, which must not be later than three months after the notice of termination.

19.3 Termination shall only be valid if made in writing.

20 Winding up of the Service

20.1 On the Zaplar Website, Zaplar shall make available information on procedures for switching and porting to the Service, including information on available switching and porting methods and formats as well as restrictions and technical limitations which are known to Zaplar;

20.2 If the Customer terminates the Agreement or the Agreement expires, and the Customer so requests, Zaplar shall, no later than within two months, commence the work to assist with such switching process by taking the following measures:

(a) act with due care to maintain business continuity, and continue the provision of the Service or necessary functions in accordance with the Agreement;

(b) ensure that a high level of security is maintained throughout the switching process in accordance with applicable law, in particular as regards the security of Customer’s Data during the Data Retrieval Period; and

(c) otherwise provide reasonable assistance in the switching process to the Customer and such third party as the Customer has authorised and informed Zaplar of, and to a reasonable extent support the Customer’s communicated switching strategy.

20.3 Both parties shall take reasonable measures to achieve an effective switching process and shall cooperate in good faith to successfully complete the switching process in accordance with applicable law. The Customer shall provide Zaplar with all information necessary for Zaplar to fulfil its obligations under this clause 20, including, but not limited to, the name and contact details of such third-party provider to which the Customer is switching. The Customer shall be responsible for importing and implementing the Customer’s Data into its own or third-party systems during the Data Retrieval Period. The Customer shall notify Zaplar upon successful completion of the data retrieval and the switching process. Alternatively, the Customer may elect not to retrieve the Customer’s Data and Customer’s Software, in which case the Customer shall notify Zaplar that such the Customer’s Data and Customer’s Software shall be erased.

20.4 Subject to applicable law, and provided that the parties have successfully completed the switching process or when the Customer has notified Zaplar that it has elected to not retrieve the data, Zaplar shall, erase the Customer’s Data and Customer’s Software.

20.5 If the Agreement is terminated without the Customer having notified Zaplar of a switch or the non-retrieval of data, then a copy of the Customer’s Data and, when applicable, the Customer’s Software shall, on the Customer’s request be made within 60 days from the termination of the Agreement, promptly be returned to the Customer or to a person designated by the Customer, and any parts which exist electronically shall, if the Customer so wishes and to the extent reasonable, be submitted in an electronic format in accordance with the Customer’s instructions. After the expiry of such 60-day period, and unless otherwise required by law, Zaplar may delete, or otherwise make such Customer’s Data and the Customer’s Software held by Zaplar, inaccessible to the Customer.

21 Notices

21.1 Notice of termination and/or other notices shall be sent by courier, registered mail or electronic message to the other party’s contact person at the address specified by the party. The other party shall be deemed to have received such notice:

(a) at the time of delivery, if delivered by courier;

(b) five days after dispatch, if sent by registered mail; or

(c) at the time the electronic message arrived at the recipient’s electronic address, if sent by electronic message.

22 Assignment

22.1 The Agreement may not be assigned without the approval of the other party.

22.2 Notwithstanding the above, Zaplar may assign the right to receive payment under the Agreement without the approval of the Customer.

23 Governing law, disputes

23.1 The Agreement shall be governed by Swedish law, without application of its conflict of laws principles.

23.2 Any dispute arising out of the Agreement shall be settled in the general courts of Sweden.