Master Services Agreement

1.  THE SERVICES AND RIGHT OF ACCESS

1.1 Access. During the term of an Order Form, we grant the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to let its Authorized Users access and use the Services for the Client’s internal business operations at the properties named in the Order Form, in line with the Documentation.

1.2 Authorized Users. The Client chooses each user’s role and permissions, must keep credentials confidential, must not share log-ins, and is responsible for everything done under its account. The Client must remove access promptly when a person leaves and tell us without delay if it suspects unauthorised access.

1.3 Restrictions. The Client must not (a) copy, modify, reverse engineer, decompile or try to extract source code except where the law allows; (b) resell, sublicense, lease or offer the Services to third parties or use them as a service bureau; (c) access another customer’s data or bypass permissions, limits or security; (d) run security tests, scanners, bots or scrapers without our written consent; (e) upload malware or unlawful, infringing, defamatory or deceptive content; (f) use the Services to send spam or to breach the rules of any messaging platform; (g) use the Services in breach of law.

1.4 Changes. We may improve, add, replace or retire features. If we retire a paid feature in a way that materially reduces the Services, we will give at least 30 days’ notice and refund the prepaid Fees for the affected period.

1.5 Reserved rights. We keep all rights not expressly granted. Nothing prevents us from providing the Services to others.

2.  CLIENT RESPONSIBILITIES

2.1 The Client runs its own business. innbix provides software and communication tools. We are not a party to the Client’s contracts with guests and are not a hotel operator, travel agent, tour operator or payment institution. The Client is the seller of its accommodation and services.

2.2 Accuracy of content. The Client is solely responsible for the accuracy, completeness and lawfulness of the information it enters or allows the Services to publish or send, including room details, rates, availability, policies, facilities, the Hotel Profile, AI Knowledge and AI instructions, and for keeping them up to date.

2.3 Legal compliance. The Client must hold all licences and registrations needed to operate, and comply with all laws that apply to it, including hotel and tourism regulation, consumer protection, tax and invoicing, anti-money-laundering rules, and the reporting of foreign guests to immigration authorities (for example Form TM30) where required.

2.4 Guest notices and consent. The Client must give guests the notices and obtain the consents that the law requires for the Guest Data it collects, including identity documents and special requests that may reveal health, religion or other sensitive information, and for marketing or promotional messages.

2.5 Messaging channels. The Client must connect only channels it is entitled to use, with its own accounts and credentials, and use them in line with each provider’s rules and applicable law.

2.6 Equipment and connectivity. The Client provides its own devices, internet access and printers, and is responsible for their security and compatibility.

3.  AI FEATURES

3.1 Nature of AI. AI Features generate output automatically using Client Data, the Client’s instructions and third-party models. Output may be inaccurate, incomplete, out of date, inconsistent or inappropriate, and the Services do not guarantee otherwise.

3.2 Client oversight. The Client decides whether to enable AI Features, what they may answer and when staff take over, and is responsible for AI output sent to guests as if it were written by its own staff. The Client should configure human hand-over for complaints, refunds, safety, health and other sensitive matters, and review prices, availability and booking confirmations that guests rely on.

3.3 No professional advice. AI Features do not provide legal, medical, financial, tax or safety advice and must not be relied on in emergencies.

3.4 Disclosure. The Client will tell guests, where the law or fairness requires, that some replies are produced by an automated assistant.

3.5 Model providers and training. Content needed to generate output may be sent to AI model providers acting as our sub-processors. We do not sell Client Data and do not use Guest Data or guest messages to train models that we ourselves develop. Providers are bound by their own terms, which we select with confidentiality and data-protection in mind.

3.6 Prohibited uses. The Client must not instruct AI Features to collect payment-card numbers or passwords, to impersonate a real person, to deceive guests, or to make decisions with legal or similarly significant effect on a person without human review.

4.  THIRD-PARTY SERVICES

4.1 The Client’s use of Third-Party Services is governed by the Client’s agreement with that provider. The Client is solely responsible for those terms, fees and credentials. We do not control and are not liable for Third-Party Services, including their outages, changes, API limits, token expiry, account suspension or acts.

4.2 A failure of a Third-Party Service (for example an expired or revoked channel token) can stop messages, bookings or payments from being delivered. Where the Services detect a failure we will try to show it to the Client, but the Client remains responsible for monitoring its connections and re-connecting them.

4.3 Nothing in this clause limits the Client’s right to claim directly against a Third-Party Service provider.

5.  PAYMENTS FROM GUESTS

5.1 If the Client accepts card payments through the Services, they are processed by Stripe under the Client’s own Stripe account and Stripe’s terms. We do not receive, hold, transmit settlement of, or store guest funds or full card numbers.

5.2 The Client is responsible for refunds, disputes and chargebacks, Stripe fees and taxes on its sales, for keeping its Stripe credentials valid, and for any consequence of using test mode or a wrong configuration. Bank-transfer details shown by the Client are the Client’s responsibility, and the Client must verify a transfer before confirming a stay.

5.3 We may apply a platform commission or payment-related fee only if stated in an Order Form.

6.  FEES, INVOICING AND TAXES

6.1 Fees. The Client will pay the Fees in Thai baht (or the currency in the Order Form), in advance for each billing period unless the Order Form says otherwise. Subscription payments are collected by card through Stripe or by invoice.

6.2 Renewal pricing. We may change recurring Fees for a renewal term on at least 60 days’ written notice. The Client may avoid the change by giving non-renewal notice under clause 8.2.

6.3 Taxes. Fees exclude value-added tax and other taxes, which the Client will pay where applicable. If the Client is legally required to withhold tax, it must pay the balance in full, give us the official withholding certificate within 30 days, and otherwise the withheld amount remains payable.

6.4 Late payment. Undisputed amounts unpaid after the due date bear interest at 1% per month (or the maximum rate the law allows, if lower) until paid. The Client must notify us in writing of a good-faith invoice dispute within 14 days of the invoice date.

6.5 No refunds. Except where this Agreement or the law expressly provides, Fees are non-refundable and non-cancellable, and deposits are non-refundable.

6.6 Collection costs. The Client will reimburse reasonable costs of collecting overdue amounts, including legal fees.

6.7 Tax invoices. We will issue a tax invoice or receipt for each payment in accordance with Thai law. The Client must provide its correct legal name, address and tax identification number in the Order Form and tell us promptly of any change; we are not required to reissue invoices for errors in details the Client supplied.

6.8 Clients outside Thailand. If the Client is not tax-resident in Thailand, we may charge value-added tax where Thai law requires. The Client is responsible for any tax it must self-assess or withhold in its own country and for bank charges on its payments, so that we receive the full amount invoiced.

6.9 Disputed or reversed payments. If a payment of Fees is reversed, charged back or declined, the amount remains due, we may charge reasonable administrative costs, and we may suspend the Services under clause 7 until it is paid. A chargeback of a payment that the Client authorised without first contacting us is a material breach.

7.  SUSPENSION

We may suspend all or part of the Services, with notice where practicable, if (a) the Client is in material breach; (b) an undisputed invoice is more than 15 days overdue after reminder; (c) use of the Services threatens the security, integrity or availability of the Services or other customers, or exposes us to legal liability; or (d) the law or a provider (such as a messaging platform or payment processor) requires it. We will restore access when the cause is resolved. Suspension does not relieve the Client of its payment obligations.

8.  TERM AND TERMINATION

8.1 Term. This Agreement starts on the Effective Date and continues until all Order Forms have ended. Each Order Form has the initial term stated in it and then renews automatically for successive periods of the same length (or monthly if no length is stated) unless ended under this clause.

8.2 Non-renewal. Either party may stop a renewal by giving written notice at least 30 days before the end of the current term (or, for monthly plans, before the next billing date).

8.3 Termination for cause. Either party may terminate an Order Form or this Agreement on written notice if the other (a) materially breaches and fails to remedy within 15 days of notice (or immediately if the breach cannot be remedied), or (b) becomes insolvent, enters bankruptcy, rehabilitation or liquidation, or ceases business.

8.4 Early termination by the Client. If the Client ends a fixed-term Order Form other than under clause 8.3 or 1.4, all Fees for the remaining term become due and are not refundable, to the extent the law allows.

8.5 Effect. On termination or expiry, access ends; the Client must stop using the Services; and all amounts accrued become due. For 30 days after the end date the Client may request an export of its Client Data in a standard format. After that period we will delete or irreversibly anonymise Client Data in line with Schedule B, except data we must keep by law, and backups, which are deleted on their normal cycle.

8.6 Survival. Clauses that by nature should survive do so, including those on fees owed, intellectual property, confidentiality, disclaimers, liability, indemnity, data, governing law and disputes.

9.  CLIENT DATA, PRIVACY AND SECURITY

9.1 Ownership. As between the parties the Client owns Client Data. The Client grants us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Client Data, and to send it to the Third-Party Services and sub-processors the Client or we use, solely to provide, secure, support and improve the Services for the Client and as described in Schedule B.

9.2 Personal data roles. For Guest Data, the Client is the data controller and innbix is the data processor under the Thai Personal Data Protection Act B.E. 2562 (2019) (“PDPA”) and any other applicable data-protection law. Schedule B applies. For account and billing data of the Client and its staff, innbix is an independent controller as set out in our Privacy Policy.

9.3 Security. We maintain reasonable administrative, technical and organisational measures designed to protect the Services and Client Data, including encryption in transit, encryption of stored integration credentials, role-based access, tenant separation between hotels, hashed passwords and audit logs. The Client must use strong passwords, apply role-based access sensibly and keep its own devices secure.

9.4 Incidents. Each party will notify the other without undue delay after becoming aware of unauthorised access to Client Data it is responsible for. Where we are the processor we will notify the Client in time for it to meet its own legal deadlines, which under the PDPA is 72 hours from the Client becoming aware.

9.5 Anonymised data. We may create and use aggregated or anonymised data that does not identify the Client, its guests or any individual, to operate, secure and improve the Services and for statistics, during and after the term.

9.6 Location. Client Data may be stored and processed outside Thailand where our hosting and service providers operate. Schedule B describes safeguards for such transfers.

9.7 Back-ups by the Client. The Client is responsible for keeping its own copies of business-critical records. Records deleted in the Services are normally voided and retained for audit, and are not guaranteed to be recoverable.

10.  INTELLECTUAL PROPERTY

10.1 Our property. We and our licensors own the Services, software, design, templates, brand, Documentation, improvements and all related intellectual property. No rights pass to the Client except those expressly granted.

10.2 Custom work. Unless an Order Form says otherwise, we own configurations, customisations, integrations and other deliverables we create, and grant the Client a non-exclusive licence to use them with the Services during the term.

10.3 Client content. The Client keeps ownership of its logos, photos, texts and trade marks and grants us a licence to host and display them as needed to provide the Services. The Client promises it has the rights to do so.

10.4 Feedback. We may use any feedback or suggestion freely, without payment or credit.

10.5 Customer reference. Unless the Client tells us in writing (email suffices) that it does not agree, we may name the Client and show its name and logo as a customer of innbix on our website and in sales material. The Client may withdraw this permission at any time and we will stop new uses within a reasonable time.

11.  CONFIDENTIALITY

11.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood as confidential, including pricing, product plans and security details. It excludes information that is public through no fault of the recipient, already known, independently developed, or lawfully received from a third party. Client Data is the Client’s Confidential Information.

11.2 The recipient will use Confidential Information only to perform or use the Services, protect it with at least reasonable care, and disclose it only to its personnel, advisers and providers who need to know and are bound by confidentiality, or as required by law or authorities (with prior notice where lawful).

11.3 On request after termination, each party will return or delete the other’s Confidential Information, subject to legal retention and routine back-ups. Obligations continue for five years after termination, and for trade secrets and personal data for as long as they remain such.

11.4 Unauthorised use or disclosure may cause harm for which damages are inadequate, so the disclosing party may seek injunctive relief in addition to other remedies.

12.  WARRANTIES AND DISCLAIMER

12.1 Each party warrants that it has authority to enter into this Agreement.

12.2 We warrant that we will provide the Services with reasonable skill and care, and that the Services will perform materially in line with the Documentation. The Client’s sole remedy for breach of this warranty is that we will use reasonable efforts to correct the non-conformity, or if we cannot within a reasonable time, either party may terminate the affected Order Form and we will refund prepaid Fees for the period after termination.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES, AI FEATURES, DOCUMENTATION AND ANY THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND THAT THE SERVICES WILL SATISFY EVERY LEGAL REQUIREMENT APPLICABLE TO THE CLIENT’S BUSINESS.

13.  LIMITATION OF LIABILITY

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS, OR FOR LOSS OF PROFIT, REVENUE, BOOKINGS, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE FEES THE CLIENT PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY (OR THB 5,000 IF NOTHING HAS BEEN PAID).

13.3 We are not liable for loss caused by Third-Party Services, guests, the Client’s content, instructions or configuration, AI output the Client chose not to review, or the Client’s breach of law or this Agreement.

13.4 These limits do not apply to the Client’s duty to pay Fees, to either party’s liability for wilful misconduct or gross negligence, for death or personal injury caused by its negligence, or to any liability that cannot be limited under applicable law. The parties agree these limits are reasonable and reflect the price of the Services.

14.  INDEMNIFICATION

14.1 By us. We will defend the Client against a third-party claim alleging that the Services, used as permitted, infringe that party’s intellectual-property rights, and pay damages and costs finally awarded or agreed in settlement. We have no obligation to the extent the claim arises from Client Data, modifications not made by us, combination with other products, use in breach of this Agreement, or Third-Party Services. We may modify or replace the Services, procure a licence, or terminate the affected Services and refund prepaid Fees for the unused period. This clause states our entire liability and the Client’s sole remedy for such claims.

14.2 By the Client. The Client will defend and indemnify innbix, its owner, personnel and providers against third-party claims, and resulting losses, damages, fines and reasonable costs including legal fees, arising from (a) Client Data, content or instructions; (b) the Client’s dealings with guests, including bookings, payments, refunds, stays and personal-data handling; (c) the Client’s breach of law or of this Agreement; or (d) misuse of the Services or connected channels.

14.3 Procedure. The indemnified party must give prompt written notice (late notice excuses the indemnifier only to the extent of prejudice), allow the indemnifier to control the defence and settlement (but no settlement that admits fault or imposes obligations on the indemnified party without its consent), and give reasonable cooperation at the indemnifier’s expense.

15.  SUPPORT AND AVAILABILITY

15.1 We provide support and aim to meet the availability and response targets in Schedule C. These are targets, not guarantees, and no service credit or refund applies unless an Order Form says so.

15.2 Scheduled maintenance, emergency fixes, third-party outages, Client-side issues and events beyond our control are excluded from availability measurements.

16.  COMPLIANCE

16.1 Each party will comply with the laws that apply to it in connection with this Agreement, including anti-bribery and anti-corruption laws; neither party will offer or accept improper payments or inducements.

16.2 The Client confirms that it and its owners are not subject to applicable sanctions, and will not use the Services in sanctioned jurisdictions or for sanctioned persons.

16.3 We may use open-source and third-party software in the Services, which remains subject to its own licence.

17.  USAGE LIMITS AND FAIR USE

17.1 Limits. Each plan includes the usage limits shown in the Order Form or on the plan page, such as numbers of properties, rooms, users, AI-generated replies, stored files and channel messages. We may apply reasonable limits to protect the Services for all customers.

17.2 Overage. If the Client exceeds an included limit, we may charge for the excess at the rates in the Order Form or, if none, at our then-current rates notified at least 30 days before they apply, or ask the Client to move to a larger plan. We may throttle or pause usage that threatens the stability of the Services after notice where practicable.

17.3 Pass-through costs. Charges made by third parties for the Client’s use of their services, such as per-conversation fees of messaging platforms, SMS or voice charges, and the Client’s own Stripe fees, are payable by the Client directly or, if we pay them for the Client, reimbursed to us at cost.

17.4 Fair use. The Client must not use AI Features or messaging in ways that are automated beyond normal hotel operations, such as bulk or promotional broadcasting, resale of AI capacity, or testing that generates unreasonable cost.

18.  TRIALS, BETA FEATURES AND ONBOARDING

18.1 Trials. A free or discounted trial lasts for the period stated in the Order Form or on the sign-up page. Trial access is provided “as is”, without any availability target. Unless the Client selects a paid plan before the trial ends, the account is limited or closed at the end of the trial, and we may delete trial data 30 days afterwards. A trial converts to a paid plan automatically only if the Client gave a payment method and the conversion and price were shown clearly at sign-up.

18.2 Beta and experimental features. We may offer features labelled beta, preview, experimental or similar. They are provided “as is”, may be changed, withdrawn or made paid at any time, may contain errors, and carry no warranty, availability target or support commitment. The Client should not rely on them for critical operations.

18.3 Onboarding. Setup, data import, training and go-live dates in an Order Form are estimates and depend on the Client providing accurate information, access and decisions on time. Delays caused by the Client move the dates and may be charged. Work outside the agreed scope is a change request, performed only after written agreement of scope and price (at our then-current professional-services rates if none are agreed).

18.4 Client acceptance. The Client will test its configuration (rates, availability, taxes, messages, AI instructions and payment flow) before it goes live with guests, and is responsible for the result of what it enables.

19.  CLIENT REPRESENTATIONS AND OWNER’S GUARANTEE

19.1 Representations. The Client represents and warrants that (a) it is a duly organised business (or a natural person operating a business) and holds the licences needed to operate its accommodation; (b) the person signing or accepting for it has authority to do so; (c) the information it gave us in registration and the Order Form is true and complete; (d) it is solvent and able to pay the Fees when due; and (e) neither it nor its owners are subject to applicable sanctions.

19.2 Owner’s guarantee. If the Order Form states that a guarantee is required, for example because the Client is a sole proprietor, a small business without a registered company, or has a limited trading history, the individual who signs the guarantee on the Execution page (the “Guarantor”) unconditionally and irrevocably guarantees, as primary obligor and jointly with the Client, the payment of all amounts due from the Client under this Agreement and the performance of its payment obligations. The guarantee continues despite any change, extension, renewal or indulgence granted to the Client, and the Guarantor waives the benefit of requiring us to pursue the Client first. It ends when all amounts due have been paid after the Agreement ends.

20.  DATA EXPORT AND BUSINESS CONTINUITY

20.1 Self-service export. While the account is active the Client may export key records (such as bookings, guests, folios and invoices) from the Services in CSV or another common format where the export function is available.

20.2 Export request. On written request made during the term or within 30 days after it ends, we will provide a copy of the Client’s Client Data in a common machine-readable format (CSV or JSON) within 10 business days, subject to clause 8.5. Large or unusual extractions, or help with migration to another system, may be charged at our professional-services rates agreed beforehand.

20.3 Back-ups. We keep back-ups of the Services’ databases for disaster-recovery purposes, which are not a substitute for the Client’s own records and may not be available for restoring individual deleted items.

20.4 Discontinuation. If we decide to discontinue the Services as a whole, we will give at least 90 days’ notice, allow data export under clause 20.2, and refund prepaid Fees for the period after discontinuation.

21.  GENERAL

21.1 Relationship. The parties are independent contractors. Nothing creates a partnership, agency, franchise or employment relationship.

21.2 Assignment and subcontracting. The Client may not assign or transfer this Agreement without our written consent. We may assign it to an affiliate or to a successor of our business, and may use subcontractors and sub-processors, remaining responsible for them.

21.3 Entire agreement. This Agreement, with its Order Forms and Schedules, is the entire agreement on its subject and replaces prior proposals and understandings. Terms in the Client’s purchase orders or forms do not apply.

21.4 Amendments. We may update this Agreement or the Documentation by giving at least 30 days’ notice in the Services or by email; if a change is materially adverse, the Client may terminate the affected Order Form before it takes effect and receive a refund of prepaid Fees for the period afterwards. Order Form terms change only by a document signed or accepted by both parties.

21.5 Notices. Notices to the Client may be given in the Services or to the email address on its account. Notices to us must be sent through the Support page of the Services or to the email address stated in the Order Form, and are effective when received.

21.6 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, power or internet failure, cyber attack or failure of third-party platforms.

21.7 Waiver and severability. A waiver is effective only in writing. If any provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in force.

21.8 Third parties. No third party has rights to enforce this Agreement, except that our personnel and providers may rely on the limitations and indemnities in it.

21.9 Electronic signature and counterparts. The parties agree that electronic acceptance, click-through and electronic signatures are valid and binding, in accordance with the Electronic Transactions Act B.E. 2544 (2001), and that this Agreement may be signed in counterparts.

21.10 Language. This Agreement is in English. Any translation is for convenience only and the English version prevails.

22.  GOVERNING LAW AND DISPUTES

22.1 This Agreement and any dispute arising from it are governed by the laws of the Kingdom of Thailand, without regard to conflict-of-law rules.

22.2 Negotiation. The parties will first try in good faith to resolve any dispute by written notice and discussion between senior representatives for 30 days.

22.3 Arbitration. A dispute not resolved under clause 22.2 will be finally settled by arbitration administered by the Thai Arbitration Institute under its rules in force at the time. The seat is Bangkok, Thailand; the language is English (or Thai if both parties agree); and the tribunal is one arbitrator, unless the amount in dispute exceeds THB 5,000,000, in which case there are three. The award is final and binding and may be enforced in any competent court. Each party bears its own costs unless the tribunal orders otherwise. The proceedings and award are confidential, except as needed to enforce or as the law requires.

22.4 Courts. Despite clause 22.3, either party may at any time ask any competent court for urgent injunctive relief to protect intellectual property, Confidential Information or the security of the Services, and we may bring a claim in the competent courts of Bangkok to collect undisputed Fees.