RateBoard GmbH General Terms and Conditions (GTC)

1. General

1. The following general terms and conditions ("GTC") apply to deliveries and services in connection with software licence products, in particular the software solution offered by RateBoard with the support of which hotel operators can determine the best possible daily prices for hotel rooms that are still unoccupied (hereinafter the "SOFTWARE"), including documentation (hereinafter the "PRODUCTS"), of RateBoard GmbH (hereinafter "RateBoard").

1. By accepting the offer prepared by RateBoard, the customer declares that it accepts these GTC. These GTC also apply to follow-up transactions, even if they are not separately agreed again in an individual case. The customer's general terms and conditions are excluded for the entire duration of the business relationship, even without express or repeated objection.

2. Deviations from these GTC, as well as other declarations and commitments by RateBoard, are binding only if made in writing, whereby e-mail and other forms of electronic transmission are sufficient.

2. Offer, conclusion of contract, free trial month and contract term

1. Offers made by RateBoard are non-binding, in particular with regard to prices, delivery periods and ancillary services.

2. Following contact with the customer, RateBoard prepares an offer on the basis of the preceding exchange of information with the customer. The scope of the PRODUCTS to be supplied by RateBoard, and of any supplementary services required, is determined individually in that offer in consultation with the customer.

3. The contract is concluded upon acceptance of the offer by the customer. Immediately after the customer accepts the offer, RateBoard transmits log-in data to the customer. From the first log-in, the customer has a free right of withdrawal for a period of one month. Within this month, the customer may withdraw from the contract at any time by submitting a written declaration (e-mail being sufficient) to RateBoard. The customer's access is blocked immediately upon receipt of the declaration of withdrawal. In this case the customer has no right to continue using the software and is itself responsible for uninstalling the software and the interface (see Section 3.a.).

4. In the event that, in the course of implementing the SOFTWARE into the customer's existing systems, it emerges that implementation of the SOFTWARE is not legally or technically possible, RateBoard reserves a right of withdrawal.

5. If the customer has not withdrawn from the contract before expiry of one month after the first log-in, the agreed licence fees become due, unless otherwise agreed.

6. Unless otherwise agreed, the term of the contract is twelve calendar months from receipt of the log-in data pursuant to Section 2.c. The contract is automatically extended by a further twelve calendar months unless the customer terminates it in writing (e-mail being sufficient) observing a notice period of at least three months to the end of the contract year.

3. Installation, implementation of the interface, training and consulting

1. The implementation of an interface to the customer's software is necessary for the SOFTWARE to function. Unless otherwise agreed, the customer is itself responsible for the proper installation of the PRODUCTS supplied. Upon request, RateBoard may provide the customer with a list of companies that carry out the necessary implementation of the interface. Where required, access to the SOFTWARE is possible only after successful implementation of the interface.

2. All costs incurred in the course of implementing the interface are to be borne by the customer.

3. Where a corresponding agreement on installation, training and consulting services has been concluded, the customer must ensure that the necessary prerequisites on its side are met, in particular that the necessary premises, communication channels, documents and personnel are provided. If the customer does not properly fulfil its duties to cooperate, the contractually agreed performance periods of RateBoard are extended accordingly. RateBoard may charge for the additional expense caused by the delay, in particular through the extended provision of its own personnel or its own resources.

4. Delivery periods

1. Periods stated by RateBoard, in particular delivery dates, are binding only if they are confirmed as binding in writing (e-mail being sufficient).

2. Changes to an order result in the cancellation of agreed dates and periods, unless otherwise agreed.

3. RateBoard reserves the right to extend delivery periods appropriately in the event of force majeure and all impediments for which RateBoard is not responsible, in particular in connection with the implementation of interfaces (see Section 3.c), which have a significant influence on the delivery or service.

4. RateBoard is entitled to make partial deliveries and render partial services to a reasonable extent.

5. Prices

1. Prices and licence fees are in euro, plus statutory value added tax, and apply only to the respective order. Individually designed services (training, programming services, consulting, etc., as well as travel costs and travel time) are charged separately by agreement.

2. PRODUCTS for which no fixed prices are expressly agreed are charged at the list prices valid on the day of performance.

3. If a delivery period of more than three months from acceptance of the offer has been agreed, RateBoard reserves the right to adjust the prices by any additional costs incurred between the time of conclusion of the contract and delivery, up to a maximum of 20% of the order value.

4. The licence fees payable for the SOFTWARE are agreed to be index-linked. The Consumer Price Index 2025 (base: 2025 = 100), published monthly by Statistics Austria, or an index replacing it, serves as the measure for calculating the index-linking. The index figure calculated for the month in which the contract was concluded serves as the reference value.

5. With the release of RateBoard Next, RateBoard introduces uniform product variants (PERFORMANCE and SMART, Section 6a). Without prejudice to, and in addition to, the index-linking pursuant to lit. d, RateBoard is entitled to adjust the licence fees for existing customers whose contract was concluded by 31 December 2026 on a one-off basis to the respective product variant: by up to 3% in the product variant PERFORMANCE and by up to 6% in the product variant SMART (with AI ASSISTANT). The customer is free to choose the product variant (Section 6a.i); if no request for PERFORMANCE is made, the SOFTWARE is provided in the SMART variant. This additional increase takes effect for the respective customer for the first time at the point in time at which its contract is extended pursuant to Section 2.f., but at the earliest on 1 March 2027. RateBoard will inform the customer of the specific increase in writing (e-mail being sufficient) at least three months (and in any event in good time before expiry of the notice period) before the respective renewal date.

6. Retention of title, copyright, granting of rights, confidentiality

1. All intellectual property rights in the PRODUCTS belong to the rights holder of the software. In the event of conduct by the customer in breach of contract – in particular infringement of intellectual property rights, default in payment or anticipated suspension of payments – RateBoard is entitled to discontinue the licence of use granted in the SOFTWARE with immediate effect.

2. The customer receives a temporary, non-exclusive, non-transferable, non-sublicensable, time-limited, simple right to use the PRODUCTS (software and documentation). The right of use entitles the customer to use the PRODUCTS at its place of business for a specified period against payment of the agreed prices. Making copies for archiving and data backup purposes is permitted, provided that all intellectual property notices are transferred unchanged into such copies.

3. Passing on the software, granting sublicences, assigning the licence, as well as using the software within an Application Service Provider (ASP) environment, is not permitted and requires the express written consent of RateBoard.

4. The customer is not entitled to use the software for purposes other than those agreed, outside a hotel business, or for the creation of solutions, whether for consideration or free of charge, for itself or for third parties.

5. In particular, the customer is not entitled to translate, alter or edit the software, or to decompile, reproduce (reverse-engineer), extract or disassemble the software, to determine the source code or to create adaptations of any part of the software, or to communicate the software to the public by wire or wirelessly. Where decompilation permitted under Section 40e of the Austrian Copyright Act (UrhG) takes place, the results are to be used exclusively to establish interoperability. Misuse results in liability for damages. The customer is solely responsible for compliance with the licence terms of any other software used by it, where applicable in connection with the implementation of the SOFTWARE.

6a. Use of artificial intelligence ("RateBoard Next")

1. The SOFTWARE in its version "RateBoard Next" includes an AI revenue manager integrated into the SOFTWARE which supports the customer in pricing and other use cases of the SOFTWARE (hereinafter the "AI REVENUE MANAGER"). The AI REVENUE MANAGER forms part of the PRODUCTS within the meaning of these GTC; the preceding and following provisions of these GTC, in particular those on the granting of rights, warranty and liability, apply accordingly to the AI REVENUE MANAGER, unless otherwise provided in this Section. Insofar as the AI REVENUE MANAGER in future performs actions directly within the SOFTWARE on its own, beyond issuing recommendations, the liability of RateBoard for damage arising from or in connection with such actions is excluded, to the extent legally permissible, by analogous application of Section 8.b.

2. Subject to a different classification in an individual case, RateBoard is a "provider" within the meaning of Regulation (EU) 2024/1689 (the "AI Regulation" or "AI Act"). In connection with the use of the AI REVENUE MANAGER, the customer is regularly a "deployer" within the meaning of the AI Regulation and bears the obligations incumbent on the deployer under the AI Regulation, in particular with regard to the intended use of the AI REVENUE MANAGER.

3. RateBoard ensures that the AI REVENUE MANAGER is designed and developed in such a way that natural persons can recognise that they are interacting with an AI system, unless this is already obvious from the circumstances. Where the AI REVENUE MANAGER generates content (in particular texts, recommendations or other output) that is synthetically generated or substantially influenced by AI, RateBoard will label this in an appropriate manner to the extent required by law. The customer is obliged not to remove such labelling and, insofar as it is subject as deployer to its own information obligations towards third parties (in particular end customers or employees), to comply with those obligations independently.

4. The AI REVENUE MANAGER is not intended to be, and may not be, used by the customer to manipulate persons, to impair their ability to make an informed decision, to exploit vulnerabilities of particular groups of persons, to evaluate natural persons socially on the basis of their behaviour (social scoring) or to be used in any other way for AI practices prohibited under the AI Regulation. The customer must use the AI REVENUE MANAGER exclusively within the agreed purpose of use of the SOFTWARE (determination and proposal of room prices and related analyses).

5. Based on RateBoard's current state of knowledge, the AI REVENUE MANAGER does not constitute a high-risk AI system within the meaning of Article 6 in conjunction with Annex III of the AI Regulation. Should the legal classification of the AI REVENUE MANAGER change during the term of the contract, RateBoard will inform the customer thereof and of any additional measures required; Section 11.c (amendments to the GTC) remains unaffected.

6. RateBoard takes appropriate measures, within the limits of reasonableness, to promote the AI literacy of its own employees involved in providing the AI REVENUE MANAGER. The customer is in turn responsible for taking appropriate measures, within the limits of reasonableness, to promote the AI literacy of those employees and other persons who operate and use the AI REVENUE MANAGER on its behalf.

7. Recommendations, price proposals and other output of the AI REVENUE MANAGER constitute, without prejudice to Section 8, support for the customer's decision-making. The final decision on whether to adopt such output lies exclusively with the customer, except where the AUTOPILOT is activated pursuant to Section 8.b.

8. Any liability of RateBoard towards the customer for recommendations, price proposals and other output of the AI REVENUE MANAGER is expressly excluded, subject to intent and gross negligence.

9. Exclusively for existing customers (customers with an ongoing contractual relationship with RateBoard, irrespective of the time of conclusion of the contract and of the announcement of the release of RateBoard Next), there is the possibility of using the SOFTWARE without the AI REVENUE MANAGER (product variant "PERFORMANCE"). PERFORMANCE comprises the previous functional scope of the SOFTWARE including personalisable dashboards, benchmarking and AUTOPILOT, as well as a higher rate calculation frequency of at least ten times daily, which will be rolled out in the course of 2027 (the AI revenue manager being excluded). The use of PERFORMANCE requires an active request by the existing customer, which must be asserted vis-à-vis RateBoard as follows: (i) no later than four weeks after receipt of the written announcement of the forthcoming release of RateBoard Next, or (ii) at any time during the ongoing licence. If the request is made pursuant to (ii), the functional scope reverts to PERFORMANCE immediately and the AI REVENUE MANAGER is deactivated; the licence fees are adjusted accordingly with effect from the next contract year, provided that the request was received by RateBoard at least four weeks before the respective renewal date. An upgrade from PERFORMANCE to the product variant with the AI REVENUE MANAGER ("SMART") is possible for the customer at any time.

10. Use of the AI revenue manager takes place within the framework of a usage allowance available per customer, irrespective of the number of users. The allowance is calculated such that it covers the customary basic use of an average hotel business. If the allowance is exceeded, the customer may upgrade to a higher licence tier; pending agreement, RateBoard may temporarily restrict use of the AI REVENUE MANAGER. The remaining functions of the SOFTWARE, in particular price determination and the AUTOPILOT, remain unaffected thereby. This does not entail any reduction of the licence fees.

7. Warranty

1. The subject of the warranty is the software exclusively in the version delivered by RateBoard. Defects in the software attributable to subsequent changes made by the customer are no more covered by the warranty than are defects in the customer's operating system or in third-party products. The presumption of defectiveness pursuant to Section 924 of the Austrian Civil Code (ABGB) is excluded.

2. For a period of twelve months from the time of handover (first log-in), RateBoard warrants that the SOFTWARE is delivered as set out in the user documentation and on error-free data carriers and that the PRODUCTS correspond to the agreed service descriptions.

3. With the exception of agreed updates, the customer has no claim to program extensions after handover, even if these become necessary as a result of statutory changes.

4. RateBoard gives no warranty in the event of a missing or insufficient internet connection, inadequate hardware, or where the customer uses operating systems that are not up to date. Furthermore, RateBoard assumes no liability for errors, malfunctions or damage attributable to improper operation, altered operating system components, interfaces and parameters, the use of unsuitable organisational resources, or abnormal operating conditions (in particular deviations from the installation conditions). If changes to the PRODUCTS are made by the customer or by third parties, the warranty claim lapses unless the customer proves that the defect is not attributable to the change.

5. Warranty claims must be asserted in writing (e-mail being sufficient). The defect complained of must be described in sufficient detail and be identifiable by RateBoard; the customer must further make available the documents and information required to remedy the defect.

6. RateBoard reserves the right to remedy defects at its option by rectification, by replacement with defect-free PRODUCTS, or by modifying the service, unless rectification is unreasonable for the customer. Where RateBoard remedies defects by modifying the service, RateBoard will not materially change the originally agreed scope of services. The customer will support RateBoard in remedying defects to the extent necessary.

7. Only where a defect is remedied by modifying the agreed scope of services may the customer demand a reduction of the remuneration, or, where the remedy of defects ultimately fails, withdrawal from the contract.

8. Where the value or suitability of the service is only insignificantly reduced, rescission of the contract is excluded.

9. The customer is not entitled to remedy defects itself or through third parties and to demand reimbursement of the necessary expenses.

10. RateBoard is entitled to have services owed by it performed by suitable third parties.

8. Limitations of liability

1. RateBoard is not liable for any actions or decisions taken on the basis of the SOFTWARE. Subject to Section 8.b, RateBoard's PRODUCTS serve merely to support the customer and produce recommendations; the final decision whether to accept these recommendations lies exclusively with the customer.

2. The customer acknowledges that, where the AUTOPILOT is activated, the prices and data determined by the SOFTWARE are transmitted automatically and without any prior opportunity for review or confirmation by the customer to the customer's distribution channel and thereby become the content of the offer addressed to the end customer for the conclusion of a contract. The liability of RateBoard for damage arising from or in connection with the prices and other data determined by the AUTOPILOT, transmitted and/or made the basis of an offer or contract with the end customer, is excluded to the extent legally permissible. This exclusion of liability also covers those prices and other data that are determined and transmitted as a result of or in connection with a technical error of the SOFTWARE, unless the technical error was caused by RateBoard intentionally or through gross negligence.

3. RateBoard is not liable for maintenance-related outages or for other outages of the software provided.

4. The customer is responsible for backing up data regularly. A daily backup is recommended. RateBoard is not liable for any data loss where a backup has not been made or has been made incorrectly.

5. RateBoard is obliged to compensate damage only where the damage is attributable to gross negligence or intent on the part of RateBoard. Compensation in the case of slight negligence is expressly excluded. RateBoard is not liable for indirect damage, consequential damage caused by defects, data loss, business interruption, third-party claims, damage due to force majeure or loss of profit.

6. RateBoard's liability for damage caused by gross negligence is limited to EUR 500,000.00. The above exclusions and limitations of liability do not apply to personal injury. Claims based on mandatory statutory provisions remain unaffected.

7. Claims for damages become time-barred in accordance with the statutory provisions, but at the latest upon expiry of one year from knowledge of the damage and of the party causing it.

9. Updates, technical support, index-linking

1. The software supplied by RateBoard requires updates in order to work effectively. Updates are improvements and extensions of components already present and also include maintenance of the program, securing of the data and their consistency. Updates replace previously licensed parts of the software and are installed and adopted automatically by the software. Updates may lead to temporary outages of the SOFTWARE.

2. Maintenance/servicing includes updates and the addition of features which may be added or programmed in consultation with the customer.

3. During the term of the contract, the customer is entitled to make use of free support via the RateBoard Help Center at support.rateboard.io.

4. Telephone or in-person support (on site) going beyond the free scope of the RateBoard Help Center must be agreed separately in writing (e-mail being sufficient) and is in any event subject to charge.

10. Data protection (privacy), confidentiality and consent pursuant to Section 107 TKG

1. With regard to data protection and the information obligations under the GDPR, reference is made to the Privacy Policy available at https://rateboard.io/de/privacy-policy/.

2. With regard to the consents and the agreement on the processing of personal data, reference is made to Annex A to the order confirmation.

11. Final provisions

1. The right of use granted to the customer is not transferable by legal transaction. In all cases of legal succession by operation of law, and further in the event of a change in the legal and economic possibilities of influence on the customer's side, RateBoard is entitled, within three months of becoming aware thereof, to terminate the contractual relationship observing a notice period of three months. The customer is obliged to notify RateBoard in writing (e-mail being sufficient) of the changes described above within 14 days.

2. The ineffectiveness or nullity of individual provisions of these GTC does not affect the validity of the remaining provisions of these GTC. The ineffective or void provisions are replaced by valid and enforceable provisions which come closest economically and legally to the intended purpose. This applies mutatis mutandis in the event of a gap in the GTC.

3. Amendments to the GTC: RateBoard is entitled to amend these GTC with effect for existing contractual relationships. RateBoard will notify the customer of amendments to the GTC by sending them to the e-mail address stated in the customer's offer. The customer may object to the amendments in writing within four weeks of receipt of the notification; transmission of the objection by e-mail is sufficient. If the customer does not object to the amendment in due time, the amended GTC are deemed agreed upon expiry of the objection period. In the event of a timely objection, both RateBoard and the customer are entitled to terminate the contract as of the next possible termination date under these GTC. Until termination of the contractual relationship, the previously agreed GTC continue to apply.

4. The customer is obliged to inform RateBoard without delay of any change to the e-mail address last notified by it. As long as RateBoard has not received notification of a change to the e-mail address last notified, all communications and deliveries to the customer's last notified e-mail address, in particular the transmission of amended GTC, are deemed to have been duly and effectively served.

5. Applicable law, place of performance and place of jurisdiction

i. All legal relationships between RateBoard and the customer arising from and in connection with all offers, PRODUCTS and services are governed exclusively by Austrian law, with the exception of its conflict-of-law referral rules. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

ii. The place of performance is the registered office of RateBoard GmbH.

iii. The court with subject-matter jurisdiction in Innsbruck (Austria) has jurisdiction over disputes arising from and in connection with all offers, PRODUCTS and services.