TERMS AND CONDITIONS OF SERVICE

1. Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

• "Vezpa" or "We" or "Company": Vezpa di Paolo Vezzola, VAT No. 04449070988, with offices in Desenzano del Garda, via San Zeno, 67
• "Service" or "Platform": the Vezpa PMS (Property Management System) software, accessible via native app for iOS, Android and Windows
• "User" or "Customer" or "You": the natural or legal person who uses the Service
• "Property": hotel, B&B, holiday home, residence or other accommodation facility managed through Vezpa
• "Guest": end customer who stays at a Property managed with Vezpa
• "Account": the User's personal profile on the Platform
• "Subscription": paid contract for use of the Service
• "OTA": Online Travel Agency (e.g. Booking.com, Airbnb, Expedia)

2. Acceptance of the Terms

Access to and use of the Vezpa Service entails 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 terms contained herein.

3. Description of the Service

Vezpa is a PMS software platform that offers the following main features:

• ✅ Booking management: unified calendar for all rooms and properties
• ✅ Channel Manager: automatic synchronisation with OTAs (Booking, Airbnb, Expedia, VRBO, Agoda and others)
• ✅ Automated check-in: online self check-in for guests via WhatsApp/email
• ✅ Automated communications: Police, ISTAT, PayTourist (tourist tax)
• ✅ Revenue Management: dynamic pricing system
• ✅ Booking Engine: booking engine for direct bookings from the website
• ✅ Payment management: integration with payment gateways
• ✅ Tourist tax: automated calculation and management

4. Registration and Account

4.1 Requirements

To use Vezpa you must:

• Be at least 18 years of age
• Be legally authorised to enter into binding contracts
• Provide accurate, complete and up-to-date information
• Manage a lawfully constituted accommodation property

4.2 Login Credentials

• You are responsible for the confidentiality of your credentials (email and password)
• You are responsible for all activities carried out with your account
• You must notify us immediately of any unauthorised use of your account
• You may not share your account with unauthorised third parties

4.3 Suspension or Closure of the Account

We reserve the right to suspend or close your account, even without notice where necessary for immediate protection, in the event of:

• Breach of these Terms and Conditions
• Failure to pay amounts due
• Fraudulent or unlawful use of the Service
• Harmful conduct towards Vezpa or other users
• Illegal or suspicious activities
• Risk to the security or integrity of the platform
• Legal obligations or requests from the competent authorities

Vezpa shall not be liable for damages, loss of profits or other harm resulting from a suspension carried out for the reasons listed above, without prejudice to the non-derogable rights of consumers.

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: complete features, RMS and priority support

Up-to-date details of the plans are available at: /prezzi/

5.2 Payments

• Prices are expressed in Euro (€) and include VAT
• Payment is made by credit card, SEPA direct debit or bank transfer
• Subscriptions are charged in advance (monthly, annually, etc.)
• The first charge is made at the time of subscription
• Subsequent charges are made automatically at the end of the 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 renewal.

5.4 Price Changes

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

5.5 Upgrade and Downgrade

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

5.6 Additional Third-Party Costs

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

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

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

5.7 Subscription Add-ons

In addition to the plan, the property may activate optional add-ons with a monthly fee: the price manager (RMS), already included in the Pro plan; the assistant for replies to guest messages; the voice agent for the phone, which requires the assistant.

• Each add-on is a monthly subscription with automatic renewal, purchased through the same channel as the plan: by card on Vezpa or by in-app purchase on the App Store or Google Play. In the latter case, payment, renewal, cancellation and refunds follow the store's terms.
• An add-on can be removed at any time: it stays active until the end of the period already paid, with no partial refunds. Removing the assistant also removes the phone.
• Assistant replies beyond the included monthly quota and the other usage-based services indicated in the app are paid with the prepaid wallet credit.

Current prices are shown in the app at the time of activation.

6. Cancellation and Refunds

6.1 Subscription Cancellation

You can cancel the subscription at any time via:

• Your account settings in the dashboard
• Email to info@vezpa.it

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

6.2 Refund Policy

6.3 Failure to Pay

In the event of failure to pay:

• Your account will be suspended 7 days after the due date of the payment
• 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 compliance with the law. It is prohibited to:

• ❌ Violate Italian, European or international laws
• ❌ Upload illegal, defamatory, obscene or offensive content
• ❌ Infringe third-party rights (copyright, privacy, etc.)
• ❌ Use the service for fraudulent activities
• ❌ Attempt to access data of other users
• ❌ Interfere with the operation of the platform
• ❌ Carry out web scraping or reverse engineering
• ❌ Resell or transfer the service without authorisation

7.2 Regulatory Compliance

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

• 📋 National and local tourism regulations
• 📋 Tax obligations (issuing invoices, tourist taxes)
• 📋 Mandatory communications (Police, ISTAT)
• 📋 Anti-money laundering regulations
• 📋 GDPR and personal data protection (as Data Controller for guest data)
• 📋 Safety and hygiene regulations

7.3 Data Entered

You are responsible for:

• ✅ Entering accurate and up-to-date data
• ✅ Checking the correctness of guest data
• ✅ Performing periodic backups of your data (where possible)
• ✅ Correctly configuring rates, availability and settings

8. Intellectual Property

8.1 Ownership by Vezpa

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 licence, non-exclusive and non-transferable, to use the Service in accordance with these Terms.

8.2 Restrictions

You may not:

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

8.3 Ownership of Your Data

Your data remains your property.

You grant us a limited licence to process your data exclusively for the purpose of providing 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 will be always available or error-free
• All bugs will be fixed
• The service will meet all your needs
• Transmitted data is totally secure (notwithstanding the best measures adopted)

9.2 Limitations of Liability

9.3 Maximum Cap

Save for cases of wilful misconduct or gross negligence and the non-derogable rights of consumers, the aggregate liability of Vezpa towards the professional User shall not exceed the greater of:

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

The cap does not apply to personal injury or to anything that cannot be limited by law.

9.4 Backup and Data Security

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

• Regularly export your data
• Keep local backup copies
• Do not rely exclusively on our backups

10. Mutual Indemnification

10.1 Indemnification by the User towards Vezpa

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

• Breach of these Terms and Conditions by the User
• Infringement of third-party rights by the User
• Unauthorised or unlawful use of the Service
• Incorrect or unlawful data, or data processed without a valid legal basis, by the User as Controller
• Failure by the property to comply with obligations that the law imposes directly on the Controller (e.g. information notice to guests, document retention)

10.2 Indemnification by Vezpa towards the User

Vezpa holds the User harmless from third-party claims caused by:

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

Indemnification is subject to: prompt notice, cooperation by the indemnified party, no settlement without the consent of the indemnifying party. The cap set out in §9.3 applies.

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 interrupt 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 a temporary interruption of the service. We will give you at least 24 hours' notice by email and dashboard.

12. Third-Party Integrations

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

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

13. Termination of the Service

In the event of termination of the service (by you or by us):

• 📥 You will have 30 days to export all your data
• 🗑️ After 30 days, the data may be permanently deleted
• 💰 No refunds are provided for unused periods (save for legal obligations)

13.1 Closure of the Platform

If we decide to close Vezpa:

• We will give you at least 90 days' notice
• You will have sufficient time to migrate to other solutions
• We will provide assistance for exporting the data

14. Changes to the Terms and Conditions

We may modify these Terms at any time.

Material changes will be communicated by:

• 📧 Email to registered users (at least 15 days beforehand)
• 📢 Banner in the dashboard
• 📄 Publication of the new version with highlighted changes

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

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

15. Privacy and Data Protection

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

• Privacy Policy — notice pursuant to Art. 13 GDPR
• Complete GDPR Notice
• Data Processing Agreement (DPA) — contract pursuant to Art. 28 GDPR, applicable where 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 shall have exclusive jurisdiction.

16.2 Consumer Users

If the User qualifies as a consumer under EU law or the law of their State of residence:

• The mandatory provisions of the law of the consumer's State of habitual residence apply (Art. 6 Rome I Regulation);
• The consumer may bring proceedings before the courts of their domicile (Art. 18 Brussels I bis Regulation) and Vezpa may only bring proceedings before the court of the consumer's domicile;

16.3 Alternative Dispute Resolution

Before resorting to the courts, the parties undertake to attempt amicable settlement of the dispute by written complaint to info@vezpa.it with a reasoned reply within 30 days.

17. General Provisions

17.1 Communications

All official communications will be made by email to the address provided at 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 the event of merger, acquisition or transfer of business.

17.3 Partial Invalidity

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

17.4 Waiver

The failure by Vezpa to exercise a right shall not constitute a waiver of that right.

17.5 Force Majeure

We shall not be liable for delays or failures to perform 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 marks on the platform is for descriptive purposes only and does not imply sponsorship, affiliation or endorsement. No content on the Vezpa platform should be construed as issued or approved by the respective trademark owners.

18. Assistance and Support

Support is included in all paid plans:

• 📧 Email: info@vezpa.it (reply within 12-24 working hours)