This Master Services Agreement (the "Agreement" or "MSA") sets out the terms on which OnSeason Limited, a company registered in England and Wales (company number 17167619, VAT number GB 520706816) with its registered office at Unit 16 Diss Business Hub, Hopper Way, Diss, England, IP22 4GT (the "Supplier", "OnSeason", "we" or "us"), provides its services to the customer named in an Order Form (the "Customer", "you"). The Supplier and the Customer are each a "Party" and together the "Parties".

This Agreement takes effect when the Customer signs an Order Form referencing it, or otherwise agrees to it in writing (the "Effective Date"). Each Order Form incorporates this Agreement and the Data Processing Agreement at https://onseason.ai/legal/data-processing-agreement. Together they form the entire agreement between the Parties for the Services.

1. Definitions

1.1 In this Agreement, the following definitions apply:

"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing or otherwise, that is designated as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
"Customer Data" means all data, content and information submitted to, or processed by, the Services by or on behalf of the Customer or its end users, including any Personal Data.
"Data Protection Laws" means all laws relating to data protection and privacy applicable to a Party, including the UK GDPR, the Data Protection Act 2018, and (where applicable) the EU GDPR (Regulation (EU) 2016/679).
"DPA" means the Data Processing Agreement referenced above, which governs the processing of Personal Data under this Agreement.
"Order Form" means an ordering document signed by the Parties that sets out the Services, fees and other commercial terms.
"Personal Data", "controller", "processor" and related terms have the meaning given in the Data Protection Laws.
"Product Schedule" means the product-specific terms for the Calry service, incorporated into and forming part of this Agreement where selected on an Order Form.
"Services" means the Calry unified API and any other OnSeason services made available under an Order Form, together with the associated APIs, webhooks, software, support and documentation.
"SLA" means the service levels set out in clause 3.

2. Provision of the Services

2.1 The Supplier will use commercially reasonable efforts to provide the Services in accordance with this Agreement, the applicable Order Form and Product Schedule. The Services include access to all Property Management Systems (PMSs) the Supplier is or will be integrated with, all API endpoints and real-time webhooks, the ability to request new integrations for the Supplier's roadmap, and prioritised development of new endpoints to support the Customer's use-cases.

2.2 As part of onboarding, the Customer will identify an administrative user name and password for its account. The Supplier may refuse or cancel credentials it reasonably deems inappropriate or insecure.

2.3 The Supplier may enhance, modify or discontinue features of the Services from time to time, provided that it does not materially reduce the overall functionality of the Services during the then-current term. The Supplier will give reasonable advance notice of any material change to, or discontinuation of, a feature the Customer relies on.

3. Service Levels & Support

3.1 Support. The Supplier provides technical support via the designated Slack channel and by email (mail@calry.app) on weekdays, excluding public holidays in the UK, Bulgaria and India. The Supplier will respond and begin diagnostics within eight (8) hours of a support query being raised, excluding the hours of 22:00 to 07:00 (UTC+2).

3.2 Uptime. The Supplier guarantees a monthly uptime of 99.5% for the Services (the "Uptime Commitment"), excluding scheduled maintenance notified in advance and downtime caused by factors outside the Supplier's reasonable control.

3.3 Service credits. If the Supplier fails to meet the Uptime Commitment in a calendar month, the Customer is entitled to a service credit equal to 10% of that month's platform fee for each 1% (or part thereof) by which actual uptime falls below the Uptime Commitment, or for each qualifying instance of service failure. Service credits are the Customer's sole and exclusive remedy for a failure to meet the Uptime Commitment and are applied against future invoices. To claim a credit, the Customer must notify the Supplier within thirty (30) days of the relevant month.

4. Customer Responsibilities & Restrictions

4.1 The Customer will not, and will not permit any third party to:

(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services or any software, documentation or data related to them ("Software"), except to the extent this restriction is prohibited by applicable law;
(b) modify, translate or create derivative works based on the Services or Software, except as expressly permitted;
(c) use the Services for timesharing, service bureau, or for the benefit of any third party except as expressly permitted in an Order Form; or
(d) remove or obscure any proprietary notices or labels.

4.2 The Customer is responsible for obtaining and maintaining any equipment, software and ancillary services needed to access the Services, and for maintaining the security of its equipment, account and credentials (including administrative and user passwords). The Customer is responsible for all use of its account, with or without its knowledge or consent.

4.3 The Customer will ensure that its use of the Services, and all Customer Data, complies with applicable law, including Data Protection Laws, and does not infringe the rights of any third party.

5. Fees & Payment

5.1 Fees & currency. The Customer will pay the fees set out in the applicable Order Form. Fees are quoted in US Dollars (USD). The Customer may elect on the Order Form to be invoiced and to settle in USD, GBP or EUR. Where the Customer settles in GBP or EUR, the invoiced amount is converted from USD at the prevailing exchange rate on the invoice issue date.

5.2 Invoicing cycle. The Supplier issues an invoice by the 10th day of each calendar month covering the platform fee and usage fees for the preceding month, with usage calculated on the number of listings at the start of the relevant month. If the Customer's use exceeds the capacity set out in the Order Form or otherwise triggers additional fees, the Customer will be billed for, and agrees to pay, such additional fees.

5.3 Payment method — Direct Debit. Wherever available, the Supplier will establish Direct Debit collection through its payment processor (Stripe, and/or such other processor as the Supplier may use from time to time, which may include GoCardless), and the Customer authorises the Supplier to collect all amounts due under this Agreement by Direct Debit. Where the Customer pays by Direct Debit, the amount of each invoice is collected as soon as the invoice is generated. There is no surcharge for payment by Direct Debit.

5.4 Payment method — card. Where Direct Debit is not available or the Customer elects to pay by card, invoices are payable within five (5) business days of receipt of the invoice, and a surcharge applies to card payments. The surcharge reflects the processing cost passed through by the Supplier's payment processor and varies by card type, issuing region and settlement currency; it is displayed at the time of payment before the Customer confirms. The choice of payment method is the Customer's.

5.5 Late payment. Overdue amounts bear a finance charge of 1.5% per month on the outstanding balance (or the maximum permitted by law, if lower), plus reasonable costs of collection, and may result in suspension or termination of the Services.

5.6 Taxes. Fees are exclusive of VAT and other applicable taxes. The Customer is responsible for all such taxes, except taxes on the Supplier's income. Where a reverse-charge or zero-rating mechanism applies to cross-border business-to-business supplies, the Parties will apply it and the Customer will provide any information reasonably required (including a valid VAT registration number).

5.7 Billing errors. If the Customer believes it has been billed incorrectly, it must notify the Supplier within sixty (60) days of the first invoice in which the error appeared to receive an adjustment or credit.

5.8 Fee changes. The Supplier may change the fees at the end of the Initial Service Term or a renewal term on at least thirty (30) days' prior notice (which may be by email).

6. Confidentiality & Proprietary Rights

6.1 Each Party (as "Receiving Party") will protect the Confidential Information of the other (as "Disclosing Party"), use it only to perform or receive the Services, and not disclose it to third parties except to its personnel and advisers who need it and are bound by equivalent confidentiality obligations. These obligations do not apply to information that: (a) is or becomes public through no fault of the Receiving Party; (b) was already lawfully known to the Receiving Party; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Confidential Information; or (e) must be disclosed by law, provided the Receiving Party gives reasonable notice where lawful.

6.2 Customer ownership. As between the Parties, the Customer owns all right, title and interest in and to the Customer Data, and any data derived from the Customer Data and provided to the Customer as part of the Services.

6.3 Supplier ownership. The Supplier owns and retains all right, title and interest in and to (a) the Services and Software and all improvements, enhancements and modifications; (b) any software, applications, inventions or technology developed in connection with support; and (c) all intellectual property rights in the foregoing.

6.4 Usage data. The Supplier may collect and analyse data relating to the provision, use and performance of the Services and related systems, for the limited purpose of operating, improving, securing and supporting the Services. The Supplier will not collect, analyse, store or otherwise use data concerning the Customer's end users, their personal data, their actions, reservation details or financial data, except as strictly necessary to provide the Services and in accordance with the DPA. The Supplier will not disclose any such data to third parties during the term or thereafter, except as permitted by the DPA or required by law.

7. Data Protection

7.1 Each Party will comply with the Data Protection Laws in respect of any Personal Data it processes under this Agreement. Where the Supplier processes Personal Data on the Customer's behalf, it does so as a processor and the Customer as controller, and such processing is governed by the DPA at https://onseason.ai/legal/data-processing-agreement, which is incorporated into this Agreement.

7.2 In the event of any conflict between this Agreement and the DPA in relation to the processing of Personal Data, the DPA prevails.

8. Information Security

8.1 The Supplier maintains an information security management system aligned with ISO/IEC 27001:2022 and appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. The Supplier is pursuing ISO/IEC 27001:2022 certification and SOC 2 Type II attestation.

8.2 On the Customer's reasonable written request (no more than once in any 12-month period), and subject to confidentiality obligations, the Supplier will make available its then-current security certifications and/or summary audit reports (such as a SOC 2 Type II report) to evidence its security posture. Detailed audit and inspection rights in respect of Personal Data are as set out in the DPA.

8.3 The Supplier will notify the Customer without undue delay after becoming aware of a security incident affecting the confidentiality, integrity or availability of Customer Data, and will provide reasonable information and assistance in relation to it. Breach notification in respect of Personal Data is governed by the DPA.

9. Warranties & Disclaimer

9.1 Each Party warrants that it has the authority to enter into this Agreement. The Supplier warrants that it will provide the Services with reasonable skill and care.

9.2 Disclaimer. Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Services are provided "as is" and the Supplier disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. The Supplier does not warrant that the Services will be uninterrupted or error-free.

10. Limitation of Liability

10.1 Nothing in this Agreement excludes or limits either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

10.2 Subject to clause 10.1, neither Party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill or data, in each case whether direct or indirect, arising under or in connection with this Agreement.

10.3 Subject to clauses 10.1 and 10.2, each Party's total aggregate liability arising under or in connection with this Agreement in any 12-month period is limited to the total fees paid or payable by the Customer under the Agreement in that 12-month period.

11. Term & Termination

11.1 Term. This Agreement runs for the Initial Service Term stated in the Order Form and automatically renews for successive periods of equal duration (together, the "Term"). Either Party may prevent renewal by notice before the end of the then-current term: the Supplier on at least sixty (60) days' notice, and the Customer on at least thirty (30) days' notice.

11.2 Termination for breach. Either Party may terminate on thirty (30) days' written notice if the other materially breaches the Agreement and fails to cure within that period. The Customer may also terminate on thirty (30) days' notice for a material breach by the Supplier or a failure to provide the Services as agreed.

11.3 Effect. On termination, the Customer will pay for Services provided up to and including the last day of service. Clauses that by their nature should survive termination will do so, including rights to payment, confidentiality, data protection, warranty disclaimers and limitations of liability.

11.4 Business continuity. If the Supplier ceases operations due to unforeseen circumstances, the Customer will be granted access to the source code of any integrations used within the Services within 28 days, and the Supplier will provide reasonable assistance to transfer necessary assets to the Customer's designated representative, to ensure continuity. This clause survives termination and remains valid for three months following cessation of operations.

11.5 Change of control — discontinuation. If the Supplier undergoes a change of ownership or acquisition and the acquiring entity decides to discontinue the Services then used by the Customer, the Customer will be granted a 24-month migration period, during which the acquiring entity will provide reasonable assistance (including handing over authentication credentials) to ensure continuity of operations without requiring the Customer's end users to re-authenticate.

11.6 Change of control — continuation. If the acquiring entity continues to offer the Services, the Customer is entitled to a 1-year rate lock from the acquisition date, provided the Services remain unchanged. Any upgrades or newly introduced features are subject to separate commercial terms. After the 1-year rate lock, any price increases are capped at no more than 20% annually for the following three years.

12. Changes to this Agreement

12.1 The Supplier may update this Agreement and any Product Schedule from time to time by publishing a revised version at the URL above. For any change that materially and adversely affects the Customer, the Supplier will give at least thirty (30) days' prior notice by email.

12.2 If the Customer objects to a material change, it may notify the Supplier before the change takes effect and terminate the affected Services with effect from the date the change would take effect, without penalty, as its sole remedy. Continued use of the Services after a change takes effect constitutes acceptance of the revised Agreement.

12.3 Each published version carries a version number and effective date. The version in force on the Effective Date, and each version accepted thereafter, applies to the Customer.

13. General

13.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales.

13.2 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. Before commencing proceedings, the Parties will attempt in good faith to resolve any dispute through senior-level negotiation for a period of thirty (30) days.

13.3 Assignment. Neither Party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except that the Supplier may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

13.4 Force majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including epidemic or pandemic, fire, strike, act of God, or act or order of a public authority.

13.5 Notices. Notices must be in writing and given by email to the addresses stated in the Order Form (or as updated by notice), and are deemed received on the next business day after sending.

13.6 Severability. If any provision is held invalid or unenforceable, it is severed and the remainder continues in full force and effect.

13.7 Entire agreement. The Agreement (this MSA, each Order Form, each applicable Product Schedule and the DPA) is the entire agreement between the Parties and supersedes all prior discussions. No terms in any purchase order or similar document have any effect.

13.8 Counterparts & electronic signature. Order Forms may be signed electronically and in counterparts, each of which is an original and all of which together form one instrument.

Contact

OnSeason Limited, Unit 16 Diss Business Hub, Hopper Way, Diss, England, IP22 4GT.
Commercial: sales@calry.app
Privacy / data protection: privacy@onseason.ai