TERMS AND CONDITIONS OF SERVICE

1. Definitions

For the purposes of these Terms and Conditions:

• "Vezpa" or "We" or "Company": Vezpa di Paolo Vezzola, VAT 04449070988, with registered office in Desenzano del Garda, via San Zeno, 67, Italy
• "Service" or "Platform": the Vezpa PMS (Property Management System) software, accessible via native apps for iOS, Android, macOS and Windows
• "User" or "Customer" or "You": the natural person or legal entity using the Service
• "Property": hotel, B&B, vacation rental, cottage, inn, residence or other accommodation operated through Vezpa
• "Guest": end customer staying at a Property managed with Vezpa
• "Account": the User's personal profile on the Platform
• "Subscription": the paid contract for the use of the Service
• "OTA": Online Travel Agency (e.g. Booking.com, Airbnb, Expedia, VRBO)

2. Acceptance of the Terms

Accessing and using the Vezpa Service constitutes full acceptance of these Terms and Conditions.

If you do not accept these Terms, you may not use the Service.

Registration on the Platform constitutes express acceptance of all the terms contained herein.

3. Description of the Service

Vezpa is a PMS software platform offering the following main features:

• Reservation management: unified calendar for all rooms and properties
• Channel Manager: automatic synchronization with OTAs (Booking, Airbnb, Expedia, VRBO, Agoda and others)
• Automated check-in: online self check-in for guests via WhatsApp/email
• Automated communications: guest reporting to applicable authorities, tourism statistics, lodging tax (where the connector is available for the Property's jurisdiction)
• Revenue Management: dynamic pricing system
• Booking Engine: booking engine for direct reservations from the website
• Payment management: integration with payment gateways
• Lodging tax: automated calculation and management

4. Registration and Account

4.1 Requirements

To use Vezpa you must:

• Be at least 18 years old
• Be legally authorized to enter into binding contracts
• Provide accurate, complete and up-to-date information
• Operate a legally constituted accommodation property

4.2 Access Credentials

• You are responsible for keeping your credentials confidential (email and password)
• You are responsible for all activity carried out with your account
• You must notify us immediately of any unauthorized use of your account
• You may not share your account with unauthorized third parties

4.3 Suspension or Closure of Account

We reserve the right to suspend or close your account in case of:

• Breach of these Terms and Conditions
• Failure to pay amounts due
• Fraudulent or unlawful use of the Service
• Harmful conduct toward Vezpa or other users
• Illegal or suspicious activity

5. Plans and Pricing

5.1 Plan Types

Vezpa offers several subscription plans:

• Smart Plan: essential features for small properties
• Smart+ Plan: advanced features and multi-user
• Pro Plan: full features, RMS and priority support

Current plan details are available at: /prezzi/

5.2 Payments

• Prices are expressed in Euros (EUR), the primary billing currency (CAD billing may be available via Stripe). Applicable taxes (VAT where charged by Vezpa; GST/HST/PST/QST where applicable to Canadian customers) are indicated at checkout.
• Payment is made by credit card, SEPA direct debit or bank transfer
• Subscriptions are billed in advance (monthly, annually, etc.)
• The first charge takes place at the time of subscription
• Subsequent charges are made automatically at the end of each billing period

5.3 Automatic Renewal

Subscriptions renew automatically at the end of each period, unless cancelled.

You will receive an email reminder 7 days before the renewal.

5.4 Price Changes

• We reserve the right to amend prices with 30 days' notice
• Changes apply to subsequent renewals, not to periods already paid
• If you do not accept the new conditions, you may cancel the subscription before renewal

5.5 Upgrade and Downgrade

• Upgrade: you may move to a higher plan at any time. You will pay the pro-rata difference for the remaining period
• Downgrade: you may move to a lower plan. The change takes effect at the next renewal, with no refund for the current period

5.6 Third-Party Additional Costs

In addition to the subscription, charges invoiced directly by third-party suppliers may apply, including:

• Stripe fees on transactions processed through the Booking Engine or payment links
• OTA commissions charged directly by the individual channels (Booking.com, Airbnb, etc.)
• Optional integration costs toward third-party services possibly activated by the property

Such costs are not collected by Vezpa and are governed by the respective contracts between the property and the supplier.

6. Cancellation and Refunds

6.1 Subscription Cancellation

You may cancel the subscription at any time via:

• Your account settings in the dashboard
• Email to [email protected]

Cancellation takes effect at the end of the period already paid. No partial refunds are provided.

6.2 Refund Policy

6.3 Missed Payment

In the event of a missed payment:

• Your account will be suspended 7 days after the payment due date
• You will receive email notifications before suspension
• You may reactivate the account by settling the payment within 30 days
• After 30 days of non-payment, the account may be permanently deleted

7. User Obligations

7.1 Lawful Use

You undertake to use Vezpa lawfully and in accordance with the law. It is prohibited to:

• Violate Canadian federal, provincial, municipal, European or international laws
• Upload unlawful, defamatory, obscene or offensive content
• Infringe third-party rights (copyright, privacy, etc.)
• Use the service for fraudulent activity
• Attempt to access other users' data
• Interfere with the operation of the platform
• Carry out web scraping or reverse engineering
• Resell or assign the service without authorization

7.2 Regulatory Compliance

You are responsible for ensuring that your property and your use of Vezpa comply with:

• National and local tourism legislation
• Tax obligations (invoicing, lodging/tourist taxes, GST/HST/PST/QST where applicable)
• Mandatory guest reporting requirements (where applicable)
• Anti-money laundering rules
• PIPEDA, Quebec Law 25, GDPR and personal data protection (as Data Controller / Organization for guest data)
• Health, safety and zoning regulations

7.3 Data Entered

You are responsible for:

• Entering accurate and up-to-date data
• Verifying the correctness of guest data
• Carrying out regular backups of your data (where possible)
• Correctly configuring rates, availability and settings

8. Intellectual Property

8.1 Vezpa Ownership

All intellectual property rights relating to Vezpa (software, code, design, logo, content, documentation) are the exclusive property of Vezpa di Paolo Vezzola.

You are granted a limited, non-exclusive and non-transferable licence to use the Service under these Terms.

8.2 Restrictions

You may not:

• Copy, modify or distribute the software
• Decode, decompile or reverse engineer
• Remove Vezpa's logos, copyright or trademarks
• Create derivative works based on Vezpa
• Resell or sub-licence the service

8.3 Ownership of Your Data

Your data remains your property.

You grant us a limited licence to process your data exclusively to provide you with the Service.

9. Limitation of Liability

9.1 Disclaimer

The Service is provided "as is" and "as available".

Vezpa does not warrant that:

• The service is always available or free from errors
• All bugs will be corrected
• The service will meet all your needs
• Data transmitted is entirely secure (despite adopting best-practice measures)

9.2 Limitations of Liability

9.3 Maximum Limit

Except in cases of wilful misconduct or gross negligence and of mandatory consumer rights, Vezpa's total liability towards the professional User shall not exceed the greater of:

• the amount paid by the User to Vezpa in the last 12 months, or
• EUR 1,000.00.

The limit does not apply to personal injury or to anything that cannot be limited by law. Some provinces do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable provincial law.

9.4 Data Backup and Security

Although we perform regular backups, we strongly recommend that you:

• Regularly export your data
• Keep security copies locally
• Not rely exclusively on our backups

10. Mutual Indemnification

10.1 User's Indemnification of Vezpa

The User agrees to indemnify Vezpa from any third-party claim arising from:

• Breach of these Terms by the User
• Infringement of third-party rights by the User
• Unauthorized or unlawful use of the Service
• Incorrect, unlawful data or data processed without a valid legal basis by the User as Data Controller
• Failure by the property to comply with obligations imposed by law directly on the Data Controller (e.g. notice to guests, record-keeping)

10.2 Vezpa's Indemnification of the User

Vezpa indemnifies the User from third-party claims caused by:

• Breach by Vezpa of the Data Processing Agreement or of the Data Processor's obligations under GDPR art. 28
• Infringement of third-party intellectual property rights caused directly by the Vezpa software (excluding third-party components integrated at the User's choice)

The indemnity is subject to: prompt notice, cooperation of the indemnified party, no settlement without the indemnitor's consent. The limit in Section 9.3 remains in force.

11. Changes to the Service

We reserve the right to:

• Modify, update or improve the Service at any time
• Add or remove features
• Change the user interface
• Temporarily suspend the service for maintenance

We will endeavour to give advance notice of significant changes.

11.1 Scheduled Maintenance

We may carry out scheduled maintenance with temporary suspension of the service. We will notify you at least 24 hours in advance via email and dashboard.

12. Integrations with Third-Party Services

Vezpa integrates with numerous third-party services (OTAs, payment gateways, SMS/email services, etc.).

• Use of these services is subject to their terms and conditions
• We are not responsible for malfunctions or issues arising from third-party services
• Some integrations may have additional costs

13. Termination of the Service

Upon termination of the service (by you or by us):

• You will have 30 days to export all your data
• After 30 days, data may be permanently deleted
• No refunds are provided for unused periods (except where required by law)

13.1 Platform Closure

If we decide to close Vezpa:

• We will provide at least 90 days' advance notice
• You will have sufficient time to migrate to other solutions
• We will provide assistance for the export of data

14. Changes to the Terms and Conditions

We may amend these Terms at any time.

Material changes will be communicated via:

• Email to registered users (at least 15 days' advance notice)
• Banner in the dashboard
• Publication of the new version highlighting the changes

Continued use of the service after the changes constitutes acceptance of the new Terms.

If you do not accept the changes, you may cancel the subscription before they take effect.

15. Privacy and Data Protection

Personal data processing is governed by the following documents, all of which form an integral part of these Terms:

• Privacy Policy - notice under GDPR art. 13 (where applicable) and PIPEDA
• Canadian Privacy Rights - PIPEDA and Quebec Law 25 rights notice
• Data Processing Agreement (DPA) - contract under GDPR art. 28, applicable when the property uses Vezpa to process guest data
• List of Sub-processors - updated with 30 days' notice before changes
• Cookie Policy

16. Governing Law and Jurisdiction

16.1 Professional Users (B2B)

For professional Users, these Terms are governed by Italian law and the Court of Brescia has exclusive jurisdiction. For Canadian users, the mandatory consumer protection rules of their province apply. Quebec residents retain the protections of Law 25 and the Quebec Consumer Protection Act.

16.2 Consumer Users

If the User qualifies as a consumer under the law of their province of residence in Canada:

• The mandatory provisions of the law of the User's habitual residence apply;
• The consumer may bring proceedings before the courts of their own residence, and Vezpa may bring proceedings only before the court of the consumer's residence;
• Quebec residents retain the protections of the Quebec Consumer Protection Act and Law 25.

16.3 Alternative Dispute Resolution

Before resorting to judicial authorities, the parties agree to attempt an amicable resolution of the dispute by written complaint to [email protected] with a reasoned response within 30 days.

17. General Provisions

17.1 Communications

All official communications will take place via email to the address provided during registration.

It is your responsibility to keep the email address up to date.

17.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without our written consent.

Vezpa may assign these Terms in case of merger, acquisition or transfer of business.

17.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.4 Waiver

Failure by Vezpa to exercise a right does not constitute a waiver of that right.

17.5 Force Majeure

We will not be liable for delays or failures in performance due to force majeure events (natural disasters, wars, large-scale cyber attacks, pandemics, etc.).

17.6 Third-Party Trademarks

The trademarks Booking.com™, Airbnb®, Expedia®, VRBO®, Agoda® and any other OTA channel integrated via STAAH are the exclusive property of their respective owners. The use of such trademarks on the platform has a purely descriptive purpose and does not imply sponsorship, affiliation or endorsement. No content on the Vezpa platform is to be construed as issued or approved by the respective trademark owners.

17.7 Language

The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demande que les presentes conditions et tous les documents connexes soient rediges en anglais.

18. Assistance and Support

Support is included in all paid plans:

• Email: [email protected] (response within 24-48 business hours)