TERMS AND CONDITIONS

UpMarket International B.V.
Effective Date: 1 January 2025
Version: 1.0

GENERAL INFORMATION

These Terms and Conditions ("Terms") govern your access to and use of the UpMarket platform, website, and related services (collectively, the "Service"). The Service is provided by:

UpMarket International B.V.
Chamber of Commerce (KVK): 88866610
VAT Number: NL864805056B01
Registered Address: Van Ostadestraat 306-3, 1073TX Amsterdam, Netherlands
Email: [email protected]
Phone: +351 924 185 001

UpMarket is a SaaS platform that offers guest automation tools including an AI-powered virtual concierge, online check-in, messaging integrations, smart lock access control, upselling tools, and compliance integrations (hereinafter "UpMarket", "we", "us" or "our").

By accessing or using our Service—whether as a hotel, property manager, vacation rental owner, or otherwise (collectively, "Host" or "you")—you agree to be bound by these Terms. If you do not agree with these Terms, you must refrain from using our Service.

Important: UpMarket is a technology platform, not a property management company. We do not directly handle bookings, manage properties, or process payments (except via integrated third-party solutions). Our Service is designed to facilitate guest interactions, operational automation, and compliance reporting.

SECTION 1 – DEFINITIONS

For purposes of these Terms, the following definitions apply:

"Service" means the UpMarket platform, software, website, AI tools, integrations, and related services.
"Host" means hotels, property managers, vacation rental owners, or other accommodation providers using our Service.
"Guest" means end-users or travelers staying at Host properties.
"Account" means your registered UpMarket user account.
"AI Concierge" means our artificial intelligence-powered virtual assistant for guest communication.
"Content" means text, images, data, property information, and other materials you provide to the Service.
"Third-Party Services" means external platforms and tools integrated with our Service (e.g., Stripe, Nuki, messaging platforms, PMS systems).
"Subscription Plan" means the pricing tier and features you have selected.

SECTION 2 – ACCEPTANCE AND SCOPE OF TERMS

2.1 Acceptance of Terms

Your access to or use of the Service constitutes your binding acceptance of these Terms. If you are accepting on behalf of a company or organization, you represent and warrant that you have authority to bind that entity.

2.2 Entire Agreement

These Terms, together with our Privacy Policy (available at https://upmarket.cloud/privacy-policy) and any Service-specific agreements, constitute the entire agreement between you and UpMarket regarding use of the Service.

2.3 Amendments

We reserve the right to update, modify, or replace these Terms at any time. Material changes will be communicated via:

Email to your registered account address
Prominent notice on our website or platform

Changes take effect 30 days after notification unless otherwise specified. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to changes, you must discontinue use and may cancel your subscription in accordance with Section 6.

SECTION 3 – ACCOUNT REGISTRATION AND RESPONSIBILITIES

3.1 Registration Requirements

To access the Service, you must:

Create an Account with accurate, complete, and current business information
Provide a valid email address and payment method
Be at least 18 years of age or the age of legal majority in your jurisdiction
Have legal authority to operate accommodation services in your jurisdiction

3.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your Account
Immediately notifying us at [email protected] of any unauthorized access or security breach

We strongly recommend enabling two-factor authentication where available.

3.3 Account Information Updates

You agree to promptly update your Account information to maintain accuracy, including contact details, property information, billing information, and authorized users.

3.4 Host Responsibilities

As a Host, you are solely responsible for:

Property Operations:

Accuracy of all property information (descriptions, pricing, amenities, house rules, check-in instructions)
Compliance with all local, national, and international hospitality regulations
All guest interactions, bookings, and stay experiences
Handling guest complaints, disputes, and refunds

Legal Compliance:

Registration with appropriate local authorities
Tax collection and remittance
Safety and health regulations
Licensing and permits for short-term rentals or hotel operations
Guest registration requirements (where applicable by law)

AI Monitoring:

Reviewing AI-generated communications and making necessary corrections
Escalating complex guest issues requiring human intervention
Ensuring AI responses align with your brand, policies, and legal obligations

Data Accuracy:

Providing accurate guest data when required for compliance purposes
Obtaining necessary consents from guests for data processing (see our Privacy Policy)

3.5 Prohibited Account Activities

You may not:

Share your Account credentials with unauthorized parties
Create multiple accounts to circumvent restrictions or fees
Use another party's Account without permission
Provide false, misleading, or outdated information
Use the Service for any illegal, fraudulent, or unauthorized purpose

SECTION 4 – SERVICE DESCRIPTION AND FEATURES

4.1 Core Features

UpMarket provides the following core features (availability may vary by Subscription Plan):

Guest Communication & AI Concierge:

Automated messaging via WhatsApp, SMS, and other channels
AI-powered responses to common guest inquiries
Pre-arrival, during-stay, and post-departure communication workflows
Multi-language support

Online Check-In & ID Verification:

Digital check-in forms
Guest identification document collection and verification
Integration with compliance reporting systems

Smart Access Control:

Integration with smart lock providers (e.g., Nuki)
Automated access code generation and distribution
Check-in/check-out time coordination

Upselling & Additional Services:

Automated promotion of property amenities, upgrades, and local services
Payment collection through integrated payment processors

Compliance & Reporting:

Guest registration reporting to local authorities (where required)
Integration with compliance systems (e.g., SES.Hospedajes for Spain)
Data retention in accordance with legal requirements

Analytics & Insights:

Reporting on guest interactions, revenue, and operational metrics
Performance dashboards

4.2 Beta and Experimental Features

We may offer beta, pilot, or experimental features ("Beta Features") from time to time. Beta Features are:

Provided "as is" without warranties of any kind
Subject to change, limitation, or discontinuation at any time without notice
May contain errors or perform unpredictably
Not covered by any service level commitments

Your use of Beta Features is at your own risk.

4.3 Service Modifications

We reserve the right to:

Add, modify, or discontinue features at any time
Perform scheduled and emergency maintenance
Update the Service to comply with legal requirements or improve functionality

We will provide reasonable advance notice of material changes that negatively impact core functionality.

4.4 Third-Party Integrations

Our Service integrates with various Third-Party Services, including but not limited to:

Payment processors (e.g., Stripe)
Smart lock providers (e.g., Nuki)
Messaging platforms (e.g., WhatsApp Business API)
Property management systems (PMS)
Channel managers and booking platforms
Compliance reporting systems

Your Responsibilities for Third-Party Services:

Maintaining your own accounts and relationships with Third-Party Services
Compliance with third-party terms of service and fees
Understanding that third-party availability is outside our control

Our Limitations: We are not responsible for:

Third-party service failures, outages, or changes
Data processing by Third-Party Services (governed by their privacy policies)
Fees charged directly by Third-Party Services
Changes to third-party APIs that impact integration functionality

We will make commercially reasonable efforts to notify you of known integration issues.

SECTION 5 – ARTIFICIAL INTELLIGENCE AND AUTOMATION

5.1 AI Concierge Capabilities

Our AI Concierge is designed to automate routine guest communications. The AI can:

Answer frequently asked questions
Provide property information and local recommendations
Facilitate check-in procedures
Promote upsell opportunities
Handle common requests

5.2 AI Limitations and Host Oversight

Important: The AI Concierge is an assistive tool, not a replacement for human judgment. You acknowledge that:

AI responses may occasionally be incorrect, incomplete, or contextually inappropriate
The AI cannot handle all guest situations (e.g., emergencies, complex disputes, unique requests)
You remain ultimately responsible for all guest communications
You must monitor AI interactions and intervene when necessary
You should configure AI settings, tone, and response parameters to align with your brand

5.3 AI Training and Improvement

We use AI interaction logs to improve Service quality. By using the AI Concierge, you consent to our use of anonymized and aggregated interaction data for:

Training and improving AI models
Developing new features
Quality assurance and testing

Individual guest conversations may be reviewed for support purposes or quality control. For data processing details, see our Privacy Policy.

5.4 No Guarantee of Outcomes

We do not guarantee that use of AI automation will:

Increase revenue or bookings
Improve guest satisfaction scores
Reduce operational costs
Prevent guest complaints or disputes

Results depend on numerous factors outside our control, including your property quality, pricing, local market conditions, and management practices.

SECTION 6 – PAYMENT, BILLING, AND SUBSCRIPTION TERMS

6.1 Subscription Plans

Pricing is based on your selected Subscription Plan as detailed on our website at https://upmarket.cloud/pricing. Subscription fees are billed:

Monthly: Charged on the same day each month
Annually: Charged once per year with applicable discount compared to monthly billing

6.2 Payment Authorization

By providing payment information, you authorize UpMarket to charge:

Subscription fees according to your billing cycle
Any applicable transaction or usage-based fees
Applicable taxes (VAT, sales tax, etc.)

6.3 Transaction and Usage Fees

In addition to subscription fees, the following may apply:

Payment Processing Fees: Commissions on transactions processed through integrated payment systems (current rates available at https://upmarket.cloud/pricing)
Usage-Based Fees: Charges for SMS, WhatsApp messages, or other consumption-based features (if applicable to your plan)
Overage Fees: Charges when you exceed plan limits (e.g., number of properties, guest interactions)

6.4 Price Changes

We reserve the right to modify pricing with 30 days' advance notice. Price changes will apply:

Immediately for new subscriptions
At your next renewal for existing subscriptions

If you do not agree to price changes, you may cancel before the new pricing takes effect.

6.5 Billing Disputes

If you believe you have been incorrectly charged, you must notify us within 30 days of the charge at [email protected]. Undisputed charges are considered accurate.

6.6 Late Payments and Suspension

Accounts with payments overdue by more than 15 days may be:

Suspended (Service access disabled)
Subject to late fees of 1.5% per month or the maximum permitted by law
Terminated for non-payment exceeding 30 days

We will provide at least 7 days' notice before suspending Service for non-payment.

6.7 Cancellation and Refunds

Cancellation Process:

You may cancel your subscription at any time via your Account settings or by contacting [email protected]
Cancellation takes effect at the end of your current billing period
No refunds are provided for partial billing periods or unused subscription time

No Refund Policy:

Subscription fees are non-refundable
If you cancel mid-cycle, you retain access until the end of the paid period
Exception: If we terminate the Service or make material adverse changes to core functionality, we may provide prorated refunds at our discretion

6.8 Free Trials and Promotional Offers

Free trials and promotional pricing may be offered from time to time. These are subject to:

Specific terms disclosed at the time of the offer
One-time use per Account/customer
Automatic conversion to paid subscription unless cancelled before trial end

SECTION 7 – INTELLECTUAL PROPERTY RIGHTS

7.1 UpMarket's Intellectual Property

All rights, title, and interest in the Service, including:

Software, source code, and algorithms
AI models and training data
Platform design, user interface, and documentation
Trademarks, logos, and brand elements
Analytical tools and reporting features

...are and remain the exclusive property of UpMarket and its licensors. These Terms do not grant you any ownership rights in the Service.

7.2 License Grant to You

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

Access and use the Service for your internal business purposes
Use our documentation and support materials

This license terminates upon termination of these Terms.

7.3 Your Content and Data

You retain all ownership rights to:

Property descriptions, images, and marketing materials you upload
Guest data processed through the Service (subject to applicable privacy laws)
Business information and settings you provide

7.4 License Grant to UpMarket

By uploading Content to the Service, you grant UpMarket a worldwide, non-exclusive, royalty-free license to:

Use, store, and process your Content to provide the Service
Display property information to guests as directed by you
Create anonymized, aggregated data for analytics and service improvement

This license terminates when you delete Content or close your Account, except for Content that has been shared with guests or anonymized for analytical purposes.

7.5 AI-Generated Content

Communications and content generated by our AI Concierge are provided for your use. You are responsible for:

Reviewing AI outputs before they are sent to guests
Ensuring AI content complies with your legal obligations
Any consequences arising from AI-generated communications

7.6 Prohibited Uses

You may not:

Reverse engineer, decompile, or disassemble the Service
Copy, modify, or create derivative works of the Service
Use the Service to develop competing products
Remove or alter proprietary notices
Access the Service to build a similar service or benchmark performance

SECTION 8 – DATA PRIVACY AND PROCESSING

8.1 Privacy Policy Governs

All data protection matters are governed by our Privacy Policy available at https://upmarket.cloud/privacy-policy. The Privacy Policy addresses:

What data we collect and why
How we process guest and Host data
Your rights as a data controller
Our role as a data processor
International data transfers
Data security measures
Guest privacy rights

8.2 Your Obligations as Data Controller

When you use our Service to process guest data, you act as the data controller and are responsible for:

Obtaining lawful basis for processing guest data
Providing required privacy notices to guests
Handling data subject rights requests from guests
Ensuring compliance with GDPR, CCPA, and other applicable privacy laws

8.3 Data Processing Agreement

Where required by law, a separate Data Processing Agreement (DPA) governs our processing of personal data on your behalf. The DPA is available at https://upmarket.cloud/legal/dpa and incorporates Standard Contractual Clauses for international data transfers.

8.4 Guest Data Ownership

You retain ownership and control of guest data. We process this data solely to provide the Service and as instructed by you (or as required by law). We do not sell guest data to third parties.

SECTION 9 – WARRANTIES AND DISCLAIMERS

9.1 Your Warranties

You represent and warrant that:

You have the legal authority to enter into these Terms
Your use of the Service complies with all applicable laws
Content you provide is accurate, does not violate third-party rights, and is not illegal or harmful
You have obtained all necessary rights, permissions, and consents to use the Service as intended

9.2 Service Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPMARKET DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Merchantability and fitness for a particular purpose
Non-infringement of third-party rights
Uninterrupted or error-free operation
Accuracy of AI responses or automated communications
Security against unauthorized access or data loss
Compatibility with all devices, browsers, or third-party services

9.3 No Guarantee of Compliance

While we provide tools to assist with regulatory compliance (e.g., guest registration reporting), we do not guarantee that use of the Service will ensure compliance with all applicable laws. You remain solely responsible for legal compliance.

9.4 Third-Party Disclaimer

We are not responsible for the availability, accuracy, or performance of Third-Party Services. Third-party integrations are provided as a convenience without warranty.

SECTION 10 – LIMITATION OF LIABILITY

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPMARKET'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Excluded Damages

IN NO EVENT SHALL UPMARKET BE LIABLE FOR:

Indirect, incidental, consequential, special, or punitive damages
Loss of profits, revenue, data, or business opportunities
Cost of substitute services
Guest complaints, refunds, or booking cancellations
Damage to reputation or goodwill
AI errors or automation failures

...EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions to Limitations

The above limitations do not apply to:

Liability that cannot be excluded by law (e.g., fraud, gross negligence, willful misconduct)
Death or personal injury caused by our negligence
Violation of data protection laws where liability cannot be limited

10.4 Basis of the Bargain

You acknowledge that these liability limitations are an essential element of the agreement between you and UpMarket, and that we would not provide the Service at current pricing without these limitations.

SECTION 11 – INDEMNIFICATION

11.1 Your Indemnification of UpMarket

You agree to indemnify, defend, and hold harmless UpMarket, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

Your breach of these Terms
Your violation of any law or regulation
Your violation of third-party rights (including guest rights)
Content you provide to the Service
Guest complaints or disputes related to your property or services
Your failure to comply with data protection obligations
Misuse of AI tools or automation features
Unauthorized access to your Account due to your negligence

11.2 UpMarket's Indemnification of You

UpMarket will indemnify you against third-party claims alleging that the Service infringes that party's intellectual property rights, provided that:

You promptly notify us of the claim
You grant us sole control of the defense and settlement
You provide reasonable cooperation in the defense

Our obligations do not apply if infringement arises from your misuse of the Service or combination with third-party services.

11.3 Indemnification Process

The indemnified party must:

Provide prompt written notice of any claim
Cooperate in the defense
Allow the indemnifying party to control defense and settlement (provided settlement does not admit liability on behalf of the indemnified party without consent)

SECTION 12 – TERM AND TERMINATION

12.1 Term

These Terms commence when you first access the Service and continue until terminated by either party.

12.2 Termination by You

You may terminate at any time by:

Canceling your subscription via Account settings
Sending written notice to [email protected]
Following the cancellation process outlined in Section 6.7

Termination takes effect at the end of your current billing period.

12.3 Termination by UpMarket

We may suspend or terminate your Account immediately with or without notice if:

You breach these Terms
Your Account is inactive for 12+ months
You engage in fraudulent activity or misuse the Service
You fail to pay fees when due (after 30 days overdue)
We are required to do so by law
You engage in activity that harms or could harm UpMarket, other users, or guests

12.4 Effect of Termination

Upon termination:

Your right to access and use the Service immediately ceases
You remain responsible for all fees incurred prior to termination
Sections that by their nature should survive (including Sections 7, 9, 10, 11, 13, 14) will continue to apply
We will retain your data in accordance with our Privacy Policy and legal obligations

12.5 Data Export

Before termination, you may export your data using available export tools. After termination, we may delete your data in accordance with our retention policies (see Privacy Policy). We are not obligated to provide data after Account closure.

12.6 No Refunds on Termination

Termination does not entitle you to refunds of prepaid fees, except as required by law or if we terminate without cause.

SECTION 13 – DISPUTE RESOLUTION AND GOVERNING LAW

13.1 Governing Law

These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles.

13.2 Dispute Resolution Process

In the event of any dispute, controversy, or claim arising from these Terms:

Step 1 – Informal Resolution (30 Days): You agree to first contact us at [email protected] to attempt good-faith informal resolution for at least 30 days.

Step 2 – Mediation (Optional): If informal resolution fails, either party may propose non-binding mediation in Amsterdam, Netherlands.

Step 3 – Litigation: If mediation is unsuccessful or declined, disputes will be exclusively resolved in the competent courts of Amsterdam, Netherlands. Both parties consent to personal jurisdiction in these courts.

13.3 Exceptions

Either party may seek:

Injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm
Resolution in small claims court if the dispute qualifies

13.4 Class Action Waiver

To the extent permitted by law, all claims must be brought in an individual capacity, not as a class action or representative proceeding.

13.5 No Assignment of Claims

You may not assign or transfer any claims against UpMarket without our prior written consent.

SECTION 14 – FORCE MAJEURE

Neither party shall be liable for delays or failure to perform obligations due to causes beyond reasonable control, including:

Natural disasters, pandemics, or acts of God
War, terrorism, or civil unrest
Government actions, laws, or regulations
Internet or telecommunications failures
Third-party service provider outages
Labor disputes or strikes

The affected party must provide prompt notice and make reasonable efforts to resume performance. If force majeure continues for more than 60 days, either party may terminate without liability.

SECTION 15 – GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, the Privacy Policy, and any Service-specific agreements constitute the entire agreement between you and UpMarket and supersede all prior communications and proposals.

15.2 Severability

If any provision is found unenforceable, the remainder of these Terms will remain in full effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver. Any waiver must be in writing and signed by an authorized representative of UpMarket.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets with notice to you.

15.5 Notices

Legal notices must be sent to:

To UpMarket:
UpMarket International B.V.
Van Ostadestraat 306-3, 1073TX Amsterdam, Netherlands
Email: [email protected]

To You:
To the email address associated with your Account

Notices are deemed received when sent via email or 5 business days after mailing.

15.6 Language

These Terms are written in English. Translations may be provided for convenience, but the English version governs in case of conflict.

15.7 Relationship of Parties

You and UpMarket are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

15.8 Third-Party Beneficiaries

These Terms are solely for the benefit of you and UpMarket. No third party has rights to enforce any provision.

15.9 Export Compliance

You agree to comply with all applicable export control laws and not to export or re-export the Service to prohibited countries or persons.

SECTION 16 – SERVICE LEVEL AND SUPPORT

16.1 Availability

We strive to maintain high Service availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

Scheduled maintenance (announced in advance when possible)
Emergency maintenance or security updates
Third-party service dependencies
Force majeure events

16.2 No Service Level Agreement (SLA)

Unless separately agreed in writing, we do not provide service level guarantees, uptime commitments, or performance warranties.

16.3 Support

Support availability varies by Subscription Plan:

Email Support: Available to all users at [email protected]
Priority Support: Available to premium plan subscribers
Response Times: We aim to respond to support requests within 2 business days but do not guarantee specific response times

Support is provided in English. Additional language support may be available.

SECTION 17 – UPDATES TO THESE TERMS

17.1 Right to Modify

We reserve the right to update these Terms at any time. Updates will be posted at https://upmarket.cloud/terms with a revised "Effective Date."

17.2 Notification of Changes

For material changes, we will provide notice via:

Email to your registered Account address
Prominent notice within the Service
Banner notification on our website

17.3 Acceptance of Updated Terms

Material changes take effect 30 days after notification. Continued use of the Service after the effective date constitutes acceptance.

If you do not agree to updated Terms, you must discontinue use and may cancel your subscription without penalty before the effective date.

17.4 Version History

Previous versions of these Terms are available upon request to [email protected].

SECTION 18 – CONTACT INFORMATION

For questions about these Terms, please contact:

UpMarket International B.V.
Van Ostadestraat 306-3
1073TX Amsterdam, Netherlands

Email: [email protected]
Phone: +351 924 185 001
Website: upmarket.cloud

For Privacy Matters: See our Privacy Policy at https://upmarket.cloud/privacy-policy or contact [email protected]

ACKNOWLEDGMENT

BY ACCESSING OR USING THE UPMARKET SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Last Updated: 1 January 2025
Version: 1.0