Terms of Service

1. Company details

Auctores Technologies OÜ
Registry code: 17394351
Register: Estonian Commercial Register
Registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 15551, Estonia
Contact person: E-Residency Hub OÜ, registry code 14249878
Email: leo@auctores.ai

2. B2B scope, authority, and acceptance

• The Service is offered only for economic or professional activities. It is not offered to consumers.
• You confirm that you are at least 18, are acting for business purposes, and have authority to bind the Customer and instruct Auctores on its behalf.
• These Terms become binding when you accept them during registration, sign an Order Form that incorporates them, or otherwise access or use the Service after being given an opportunity to review them.
• If you do not have authority or do not agree to these Terms, do not create an account, connect a system, or use the Service.

3. Definitions

• "Auto Apply" means the optional feature that, when affirmatively enabled by an authorised Customer user, submits an overbooking or availability setting to a connected PMS or other agreed target system.
• "Customer Data" means data, content, instructions, settings, and permissions supplied or made available by or for Customer, including data from connected systems.
• "Historical Accuracy Report" means a backward-looking comparison or report based on available historic predictions, recommendations, and observed outcomes.
• "Order Form" means a subscription plan, statement of work, commercial offer, or other written agreement that identifies the Service, fees, or additional agreed terms.
• "Output" means any prediction, probability, score, recommendation, suggested setting, report, dashboard, analysis, or other result generated by the Service.

4. The Service

The Service uses Customer Data, including historic, current, and contextual hotel operations data, to produce cancellation and no-show predictions, overbooking recommendations, reports, and related analytics. Depending on Customer configuration, the Service may also support optional Auto Apply actions.

Subject to these Terms and payment of applicable fees, Auctores grants Customer a limited, non-exclusive, and non-transferable right to access and use the Service for Customer's internal business operations during the subscription term.

5. Predictions, recommendations, and non-reliance

• Outputs are statistical, algorithmic, predictive, and indicative. They are not deterministic facts and do not guarantee that a reservation will cancel or no-show, that a recommended number of rooms is safe to overbook, or that any commercial result will be achieved.
• Outputs may be inaccurate, incomplete, delayed, unavailable, unsuitable, or suboptimal because of model limitations, changing conditions, sparse or biased history, Customer settings, or incomplete, inaccurate, inconsistent, late, or unavailable data.
• Auctores does not warrant any particular level of accuracy, completeness, optimality, occupancy, revenue, profitability, guest outcome, or compliance outcome.
• An inaccurate, unsuitable, or suboptimal Output is not, by itself, evidence of a defect, negligence, or breach by Auctores where the Service otherwise performed in accordance with these Terms and any expressly agreed specification.
• The Service does not replace Customer's professional judgment, operational controls, demand analysis, legal assessment, or review of live PMS inventory and booking conditions.

6. Historical Accuracy Reports

Historical Accuracy Reports are provided to help Customer understand past model and strategy performance and decide how cautiously to use the Service. They depend on the data, comparison window, maturity thresholds, methodology, and outcomes available at the time of the report. They may contain gaps or later corrections, are not an audit or certification, and do not establish that future predictions or recommendations will have the same accuracy or produce the same result. Customer must interpret them in the context of its own property, seasonality, operating practices, and risk tolerance.

7. Auto Apply and PMS actions

7.1 Disabled by default; affirmative enablement

Auto Apply is disabled by default. Connecting a PMS, creating an account, accepting these Terms, or viewing an Output does not by itself authorise Auctores to apply an overbooking recommendation. Auto Apply begins only after an authorised Customer user affirmatively enables the feature, selects the relevant scope and target, saves the configuration, and grants the technical permissions required for write access.

7.2 Customer instruction and control

Enabling, disabling, configuring, or overriding Auto Apply is a documented Customer instruction. Customer is responsible for the authority of the user giving that instruction, the selected property and room scope, strategy, limits, mappings, exclusions, dates, permissions, and other safeguards. Customer may disable Auto Apply through available controls and should promptly do so if continued write-back is not appropriate.

7.3 Nature of technical execution

When Auto Apply is enabled, the Service is intended to submit the setting corresponding to the Output then generated, subject to Customer settings, permissions, mappings, integration behavior, and target-system availability. Correct technical execution does not make the underlying Output accurate or guaranteed.

If an Auctores-caused technical defect causes Auto Apply to submit a value materially different from the Output that the Service actually generated for that action, this may constitute a technical non-conformity of the Service. Customer's remedies for that non-conformity remain subject to Sections 17 and 18. An allegedly inaccurate or suboptimal Output that was submitted as generated is not, by itself, a technical execution error.

7.4 Safety suspension and logs

Auctores may pause or disable Auto Apply where reasonably necessary to address a security issue, data anomaly, mapping or integration error, abnormal system behavior, third-party failure, material operational risk, or legal requirement. Where reasonably practicable, Auctores will notify Customer and cooperate on safe restoration. Auctores may keep reasonable action logs, subject to its retention practices and applicable law.

8. Customer responsibilities and operational risk

Customer is responsible for:

• reviewing Outputs and using independent professional and operational judgment before acting;
• deciding its inventory and overbooking policy, risk tolerance, strategy, safeguards, room scope, and whether to enable or continue Auto Apply;
• monitoring the Service and connected systems, checking applied settings in the PMS, testing integrations where appropriate, and promptly reporting suspected errors;
• handling guest communications, relocations or walkouts, refunds, compensation, price differences, complaints, and other consequences of Customer's inventory and overbooking decisions;
• complying with hotel, booking, consumer, advertising, data protection, AI, and other laws and with third-party system terms applicable to Customer's use;
• maintaining appropriate human oversight, trained staff, business continuity procedures, and the ability to pause or reverse operational settings where reasonably possible; and
• taking reasonable steps to prevent, contain, and mitigate loss.

9. Accounts and authorised users

• Customer must provide accurate registration information and keep it current.
• Customer is responsible for authorised users, credentials, roles, permissions, and account security.
• Instructions and actions taken through Customer's account are treated as authorised by Customer unless Customer has notified Auctores of suspected compromise and Auctores has had a reasonable opportunity to act.
• Customer must promptly notify Auctores of unauthorised access or a material security concern.

10. Customer Data, connectors, and permissions

• Customer instructs Auctores to access and process Customer Data from connected systems on Customer's behalf using the permissions Customer grants.
• Customer is responsible for the legality, quality, accuracy, completeness, timeliness, and integrity of Customer Data and for obtaining all rights, notices, and permissions necessary to provide it to Auctores.
• Connector tokens and secrets are stored encrypted and accessed only when needed for authorised operations, subject to the security details in the DPA.
• Customer must not provide payment-card data, special-category personal data under Article 9 GDPR, or other data that the Service is not designed to process, unless expressly agreed and lawfully supported.
• Auctores may suspend a connector if access is revoked, a provider changes or withdraws its API, or Auctores reasonably identifies abuse, incompatibility, security risk, or a legal concern.

11. Data protection

Auctores acts as controller for account, billing, security, and essential service-operation data and as processor for Customer Personal Data processed on Customer's behalf. The Privacy Policy explains controller processing. The Data Processing Addendum(DPA) forms part of the agreement where Auctores processes personal data for Customer. If these Terms conflict with the DPA on personal-data processing, the DPA controls for that issue.

12. Acceptable use

• Do not use the Service for unlawful, fraudulent, harmful, or abusive activity.
• Do not bypass security or usage limits, probe without permission, introduce malicious code, or interfere with the Service or another customer's use.
• Do not reverse engineer, decompile, disassemble, or attempt to extract non-public source code, models, algorithms, or underlying ideas except where mandatory law expressly permits it.
• Do not use the Service or Outputs to develop a competing model or service unlawfully.

13. Availability, maintenance, and third parties

Unless an Order Form expressly provides a service level, Auctores does not guarantee uninterrupted or error-free availability. Auctores may perform maintenance and will use reasonable efforts to give advance notice of planned maintenance likely to have a material effect where practicable.

The Service depends on third-party infrastructure, PMS providers, APIs, data sources, networks, and Customer systems. Auctores does not control and is not responsible for their acts, omissions, availability, accuracy, security, changes, or terms. Customer's use of third-party services remains governed by the applicable third-party agreements.

14. Beta features and Service changes

Features identified as beta, preview, pilot, or experimental may be incomplete, change without the same notice as production features, and be withdrawn. Auctores may improve or modify the Service, provided that it does not materially reduce the core paid functionality during a current subscription term without a reasonable business, security, technical, or legal reason. Material contract changes are governed by Section 22.

15. Fees and taxes

Fees, billing intervals, renewal, payment terms, and any service-specific commitments are set out in the applicable Order Form or subscription plan. Unless stated otherwise, fees exclude VAT and similar taxes. Customer is responsible for applicable taxes other than taxes on Auctores' income. Auctores may suspend paid access for overdue undisputed amounts after reasonable notice.

16. Intellectual property and confidentiality

• Auctores and its licensors own the Service, software, models, algorithms, documentation, designs, and marks. No rights are granted except the limited use right stated in Section 4.
• Customer retains its rights in Customer Data.
• Customer grants Auctores a limited, non-exclusive right to host, copy, transmit, and process Customer Data only as necessary to provide, secure, support, and maintain the Service and as otherwise documented in the DPA or an Order Form.
• If Customer voluntarily provides feedback, Customer permits Auctores to use it without restriction or payment, provided Auctores does not disclose Customer's Confidential Information in doing so.

Each party must protect the other party's non-public business, technical, security, and commercial information using reasonable care and use it only for the agreement. This obligation does not apply to information that is public without breach, lawfully received without restriction, independently developed, or required to be disclosed by law. Where legally permitted, the receiving party will give advance notice of compelled disclosure.

17. Limited warranty and disclaimers

Auctores will provide the Service with reasonable care and skill consistent with generally accepted practices for comparable SaaS services. For a reproducible breach of this limited warranty, Auctores will use reasonable efforts to correct the affected Service. If Auctores cannot do so within a reasonable time, Customer may terminate the affected paid Service and receive a refund of prepaid fees for the unused terminated period. Any further recoverable liability remains subject to Section 18.

EXCEPT FOR THAT EXPRESS LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUTS, BETA FEATURES, AND INTEGRATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE". AUCTORES DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED AVAILABILITY, AND RESULTS.

18. Allocation of risk and limitation of liability

18.1 Customer decision risk

Subject to Section 18.4, Customer assumes the operational and commercial risk of decisions made using an Output, including a decision to enable Auto Apply. Where Auto Apply submits the Output that the Service actually generated in accordance with Customer's configuration, Auctores is not liable merely because the Output later proves inaccurate, excessive, insufficient, unsuitable, or suboptimal. Customer is responsible for consequences of those decisions, including overselling, walkouts or relocations, guest compensation, refunds, discounts, chargebacks, complaints, inventory displacement, and Customer's compliance obligations.

18.2 Excluded loss

Subject to Section 18.4 and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill, or reputation, whether direct or indirect. This exclusion does not remove liability for direct loss caused by an Auctores technical non-conformity described in Section 7.3; any such liability remains subject to the other provisions of this Section 18.

18.3 Aggregate cap

Subject to Section 18.4, each party's total aggregate liability arising out of or relating to the Service, these Terms, all Order Forms, and all related events, regardless of legal basis, will not exceed the greater of: (a) the fees paid or payable by Customer for the affected Service during the 12 months immediately preceding the first event giving rise to liability; or (b) EUR 100. Multiple claims do not increase this cap.

18.4 Matters not limited

Nothing in these Terms excludes or restricts liability to the extent the exclusion or restriction is prohibited by applicable law, including liability for intentional non-performance or wilful misconduct, fraud, gross negligence, or death or personal injury caused by negligence. Nothing in these Terms limits rights of data subjects or liability to supervisory authorities that cannot lawfully be limited under applicable data protection law.

18.5 Causation, contribution, and mitigation

Liability applies only to loss caused by the liable party and recoverable under applicable law. Compensation may be reduced to the extent loss was caused or increased by Customer Data, Customer instructions, Customer settings, connected systems, failure to monitor or mitigate, delay in reporting a suspected issue, or another circumstance or risk within Customer's control. A delay in notice does not waive a claim except to the extent it materially increased the loss or prevented reasonable investigation or remediation.

19. Customer indemnity for third-party claims

To the extent permitted by law, Customer will defend, indemnify, and hold Auctores harmless from a third-party claim, regulatory demand, loss, cost, or reasonable legal fee arising from: (a) Customer's inventory, overbooking, guest-handling, or other operational decision, including a correctly executed Auto Apply action; (b) Customer Data or Customer's lack of required rights, notices, or permissions; (c) Customer's unlawful use or material breach of these Terms; or (d) Customer's breach of a third-party system agreement. This obligation does not apply to the extent the claim was caused by Auctores' breach, wilful misconduct, or gross negligence.

Auctores will give prompt notice of an indemnified claim, allow Customer reasonable control of the defence and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a way that admits fault by or imposes a non-monetary obligation on Auctores without Auctores' prior written consent, not to be unreasonably withheld.

20. Suspension, term, and termination

• The agreement continues for the term stated in the Order Form or, if none is stated, until either party terminates it in accordance with these Terms.
• Auctores may suspend access where reasonably necessary for security, legal compliance, material misuse, non-payment, protection of the Service or third parties, or a material breach. Where appropriate, Auctores will give notice and a reasonable opportunity to cure.
• Either party may terminate for the other party's material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot reasonably be cured.
• Customer may stop using a free Service at any time and may request account deletion.
• On termination, Customer's access ends and connectors will be disabled. Data return, retrieval, and deletion are governed by the DPA, Privacy Policy, Section 21, and applicable law.

Sections that by their nature should survive termination remain effective, including accrued payment duties, intellectual property, confidentiality, disclaimers, liability, indemnity, and general provisions.

21. EU Data Act switching and data portability

This Section applies only to the extent Auctores is a provider of a data processing service and Customer has switching rights under Regulation (EU) 2023/2854 (the "EU Data Act"). Mandatory rights under the EU Data Act prevail over an inconsistent provision of these Terms.

• Customer choice: Customer may notify Auctores in writing that it wishes to switch to another provider, port exportable data to its own infrastructure, or erase its exportable data when the Service ends.
• Notice and transition: Any required notice period to initiate switching will not exceed two months. After that period, Auctores will support a transition of up to 30 calendar days. Customer may extend that transition once for a period it considers more appropriate, as provided by the EU Data Act. If the standard period is technically infeasible, Auctores will provide the notice and justification required by the EU Data Act and identify an alternative period not exceeding seven months.
• Assistance, continuity, and security: Auctores will provide reasonable switching assistance, use due care to maintain continuity during the applicable transition, identify known continuity risks, and maintain appropriate data security.
• Switching information: On request, Auctores will provide available procedures, transfer methods and formats, and known restrictions or technical limitations relevant to switching or porting.
• Self-service interface: A signed-in Customer can use Download my Auctores data in Settings to receive its current account-scoped export directly. The interface is available independently of an active paid subscription while Auctores keeps the Customer's authentication/export access open for an applicable switching retrieval period. The Customer may provide the file to its chosen destination provider. Downloading the file alone does not terminate the Service or notify Auctores of a switching or erasure request; Customer must send that request to leo@auctores.ai.
• Infrastructure transparency: Sections 6 and 7 of the Privacy Policy are Auctores' current website disclosure of the infrastructure locations and jurisdictions used for the Service and the measures adopted against international governmental access or transfer that would conflict with applicable EU law.
• Exportable categories: Subject to Customer's rights, exportable data includes Customer Data held in the Service, Customer-created account configurations and overrides, and Outputs, reports, and usage-generated metadata made available to Customer. Auctores will use a commonly used, machine-readable format where required.
• Format: The self-service export is one UTF-8-encoded JSON file with media type application/json and schema version 1.0. Field names use snake_case; timestamps are strings in RFC 3339/ISO 8601 form where the source records a timestamp; absent optional values are null; and repeating records are JSON arrays. Auctores paginates every source query and does not intentionally cap or silently truncate a category.
• Excluded internal categories: Exportable data does not include Auctores software, source code, algorithms, models, model weights, security secrets, internal monitoring or anti-abuse records, internal staff notes, aggregated or anonymised data that no longer relates directly to Customer, or other provider or third-party material protected by intellectual property or trade-secret rights, except to the extent mandatory law requires otherwise.
• Retrieval and erasure: Auctores will make exportable data available for retrieval for at least 30 calendar days after the applicable transition ends and will erase it after the retrieval period or a later agreed date once switching has completed, subject to legally required retention and secure backup deletion cycles permitted by law.
• Termination: Where the EU Data Act requires it, the affected Service contract will be treated as terminated and Customer will be notified when switching completes successfully, or at the end of the applicable notice period where Customer requests erasure instead of switching.
• Charges: Auctores will impose no switching charge except one permitted by Article 29 of the EU Data Act and disclosed before it applies. Standard subscription fees and agreed early-termination charges are not switching charges.

Current online data-structure and format register

The following register describes schema version 1.0. Object paths use a dot, and [] identifies an array of records. The descriptions and fields below are generated from the same versioned registry used by the export implementation.

Known limitations: The file transfers the Customer data and digital assets held in the listed structures; it does not reproduce the Auctores software, model, user interface, or a destination provider's service. It does not re-fetch records that remain only in the Customer's PMS. Billing invoices and legal acceptance/contract evidence remain available through their existing account, accounting, or legal channels and are not duplicated in this switching file. Any material change to the structure will use a new schema version and an updated register.

22. Changes to these Terms

Auctores may update these Terms for a stated legal, regulatory, security, abuse-prevention, technical, operational, or Service-development reason. Auctores will give reasonable advance notice of a material change that adversely affects Customer, normally at least 30 days unless an urgent legal or security reason requires faster action. Customer may terminate the affected Service before such a materially adverse change takes effect. Where law or an Order Form requires express acceptance, the change will apply only after that acceptance. A change does not retroactively alter accrued rights or liability for an earlier event.

23. Force majeure

Neither party is liable for delay or non-performance caused by circumstances beyond its reasonable control that it could not reasonably have been expected to prevent or overcome, including major network or utility failures, third-party platform outages, natural disasters, war, civil disorder, government action, or labour disputes. This does not excuse Customer's obligation to pay amounts already due.

24. Governing law and disputes

These Terms and the agreement are governed by the laws of the Republic of Estonia, excluding conflict-of-law rules. The parties will first try in good faith to resolve a dispute through authorised business representatives. Unless mandatory law or a separately signed agreement requires otherwise, the courts of Harju County, Estonia, have exclusive jurisdiction.

25. General provisions and order of precedence

• Order of precedence: If documents conflict, the order is: (1) a separately signed agreement or Order Form, but only for the conflicting subject; (2) the DPA for personal-data processing; and (3) these Terms. An individually agreed term prevails over a standard term.
• Entire agreement: These Terms, applicable Order Forms, and the DPA form the entire agreement about the Service and replace earlier proposals or discussions on the same subject. They do not replace a separately signed partner or customer agreement except as that agreement expressly provides.
• Severability: If a provision is invalid or unenforceable, it will be applied to the maximum lawful extent and the remaining provisions remain effective.
• No waiver: A failure or delay in enforcing a right is not a waiver of that right.
• Assignment: Customer may not assign the agreement without Auctores' prior written consent, not to be unreasonably withheld. Auctores may assign it in connection with a merger, reorganisation, sale of substantially all relevant assets, or by operation of law, provided the assignment does not materially reduce Customer's contractual rights.
• No partnership or agency: The parties are independent contractors. These Terms do not create a partnership, employment, fiduciary, franchise, or agency relationship.

26. Contact

Contract or legal notices to Auctores should be sent to leo@auctores.ai and should identify the Customer and the subject of the notice. Auctores may send notices to the account administrator's registered email address or through the Service.