Service Terms

1. Purpose and parties

These terms govern the provision of PEMESE —a property management application offered as software as a service— by Luis Fernández Couñago, tax ID 39489174Z, registered at Praza Fonte do Mouro, 2, 2ºD, 36800 Redondela, Pontevedra, hereinafter the provider, to the property that subscribes to it, hereinafter the customer.

The customer subscribes in the course of its business or professional activity. These terms are supplemented by the Legal notice, the Privacy policy, the Data Processing Agreement and the Cancellation, minimum term and renewal document, all of which form part of the contract.

2. Sign-up and setup

There is no automatic sign-up: the account is opened by the provider after a prior conversation establishing the properties, rooms and modules the customer needs. Setup includes the initial loading of properties, room types and rates, carried out jointly.

Importing reservations and guest records from another system is done, where possible, from a file supplied by the customer. The provider will state before contracting what information can be moved across and what cannot.

3. Scope of the subscription

What is contracted is defined by three quantities:

• Properties: how many properties the customer manages in the account.
• Rooms: the total number of accommodation units across all properties.
• Modules: the features that are not part of the core and are contracted separately.

On reaching the contracted limit of properties or rooms, the system prevents adding more until it is extended, stating which limit has been reached. Nothing is deleted or switched off for exceeding a limit.

Some modules require another to be contracted. The system checks those dependencies before saving and does not allow incomplete combinations.

The opportunity engine suggests price and restriction measures and comes with figures. The figures are estimates —the most a night would bring if it sells, or how much can go unsold while still gaining—, not forecasts or guarantees of results. Applying a measure is the customer's decision, taken by the customer or entrusted to the autopilot, and what is applied can be undone.

The autopilot stays off until the customer switches it on, room type by room type, and can be switched off at any time. When on, in each morning's run it applies without anyone's intervention, up to the daily cap the customer sets, the measures of the kinds the customer has chosen among those that change the minimum stay or open a closed arrival: it never changes a price, it does not open a closed departure, it does not touch what someone in the account changed by hand in the previous 14 days, and it does not reapply on some nights what the customer undid or dismissed on them. Each measure is recorded as applied by the autopilot and is undone like any other. Who switched it on, when and under which version of these terms is kept for as long as the relationship lasts.

4. Price and billing

The price is made up of a fee per property, an amount for rooms beyond those included, and the price of the contracted modules. The price applicable to each customer is the one in their accepted quote and is billed monthly. Amounts are stated excluding VAT, which is charged as the applicable rules require.

Where a package or tier covers the contracted modules for less than the sum of the individual pieces, the lower amount is billed, regardless of how the selection was formalised.

Payment is taken by card through Stripe or, where so agreed, by bank transfer. Any fees Stripe charges the customer for taking payment from their own guests fall outside this contract and are governed by the customer's relationship with Stripe.

In addition to the subscription fee, where the customer takes card payments from guests through the service, the provider receives a commission on each payment, expressed as a percentage and set out in the offer the customer accepted. That commission is withheld inside the payment itself and is separate from, and independent of, the Stripe fees in the previous paragraph. Where volume tiers have been agreed, the applicable percentage is reviewed on the first day of each month against the previous month's volume; any other change to the percentage or to the tiers is notified 30 days in advance and applies from the next renewal.

The price holds for the contracted period. Any revision will be communicated at least 30 days before renewal, and the customer may choose not to renew if they do not accept it.

5. Missed payments and service limitation

If a monthly instalment is not paid when due, on day 5 of the month the customer receives a notice inside the application. If the debt is still outstanding on day 15, the service is limited to read-only.

In that state the customer keeps full access to their information: they can consult it, generate and download their reports and export their data. What they cannot do is record new operations —bookings, charges, rates or tasks— until payment is settled, which is why their booking website stops selling in the meantime: a booking made then could not be confirmed or cancelled by anyone. Access is not suspended and no information whatsoever is deleted for this reason.

Expressly excluded from the limitation are the functions the customer needs to meet their own legal duties: issuing invoices and corrective invoices, along with recording, on a booking's account, the payment its invoice needs before it can be issued, and collecting the police guest report details, both through the guest's online check-in and at the front desk. An unpaid invoice to the provider cannot stop the customer complying with the authorities.

This limitation is the least burdensome measure available and is applied after prior notice, in line with Article 1124 of the Spanish Civil Code and the defence of non-performance. It does not affect the provider's right to claim the debt, late-payment interest and recovery costs under Law 3/2004 on combating late payment in commercial transactions.

If the customer disputes the invoiced amount in good faith and says so before the due date, the limitation will not be applied while the disagreement is resolved.

6. Term, renewal and cancellation

The contract has an initial term of 12 months and renews automatically for equal periods unless notice is given at least 30 days before the end of the current period. The full terms are in Cancellation, minimum term and renewal.

7. Availability, maintenance and support

The provider will endeavour to keep the service continuously available, without guaranteeing uninterrupted operation. Planned downtime will be announced in advance where possible and scheduled at low-occupancy hours where practicable.

Software updates are included in the price and applied at no extra cost. The provider may modify or withdraw features; where a change materially reduces what was contracted, it will be communicated in advance and the customer may terminate at no cost under section 4 of the cancellation document.

Support is provided by email at [email protected], in Spanish and English, on business days. It is included in the price and is not billed per incident or per query.

8. Backups

The provider takes a full daily backup of the database, stored off the production server, with thirty days of retention. The restore procedure is verified periodically.

Backups exist to recover the service after an incident. They do not replace the customer's own data export, which is always available under the following section.

9. Data ownership and export

The data entered by the customer, including their guests' data, belongs to the customer. The provider acquires no rights over it beyond what is needed to deliver the service, does not use it for its own purposes, and neither transfers nor commercialises it.

The customer may export their reports as CSV from within the application, at any time and without having to ask, including during a limitation for non-payment, at no cost and with no processing period. The rest of their information — reservations, guest records, folios and invoices — is provided on simple request, in a structured, commonly used format, within fifteen days and at no cost, both during the contract and when it ends.

10. Customer obligations

• Provide accurate identification and billing details, and keep them up to date.
• Keep access credentials safe and report any unauthorised use without delay.
• Provide the digital certificate needed for filings with the Spanish tax office and with SES.Hospedajes. It is a personal credential of the customer that the provider cannot obtain on their behalf.
• Comply with the regulations applicable to their accommodation activity, in particular those on invoicing and on traveller registration and reporting.
• Act as controller of their guests' data and have a lawful basis for processing it, on the terms of the Data Processing Agreement.

11. Intellectual property

The software, brand, design and documentation belong to Luis Fernández Couñago or its licensors. The contract grants the customer a non-exclusive, non-transferable right of use limited to the term of the contract and to the contracted scope. Decompiling, reselling or granting access to third parties outside the customer's organisation is not permitted.

12. Liability

The provider is liable for direct damage caused by its breach, capped at the amount invoiced to the customer in the twelve months preceding the event giving rise to liability. It is not liable for loss of profit, nor for damage arising from incorrect data entered by the customer, misuse of the application, or the customer's failure to meet their own legal obligations.

This cap does not apply where the law does not permit limiting liability, in particular wilful misconduct and gross negligence.

13. Data protection and sub-processing

In respect of guest and customer-staff data, the provider acts as processor and the customer as controller. The conditions of that processing, including sub-processors, security measures and the return or deletion of data on termination, are set out in the Data Processing Agreement, which forms an inseparable part of this contract.

14. Changes to these terms

The provider may amend these terms. Changes will be communicated at least 30 days before they take effect and will apply from the following renewal. If the customer does not accept them, they may choose not to renew at no cost.

15. Governing law

This contract is governed by Spanish law. Any dispute will be heard by the courts having jurisdiction under the Spanish Civil Procedure Act. The parties will seek in good faith to resolve any disagreement before going to court.