Terms and Conditions

1. Purpose of the Agreement

1.1. This Agreement sets out the terms and conditions governing access to and use of the Service provided to the Client, and the provision of services by Climber as described in this Agreement (data storage, service maintenance, and technical support).

1.2. This Agreement is intended solely to grant the Client use of the Service for the hotel/chain that signs/subscribes to it.

2. Term and Renewal

2.1. The agreement with Climber shall take effect on the date the contract is signed.

2.2. The contract has a term of 12 months, which will begin to be counted after the issuance of the first invoice. This contract model has automatic renewal for equal and successive periods. If the signed contract contains a reference to other contract terms/durations, those shall prevail over this clause 2.2.

3. Description of the Service and Solution

3.1. The Service includes access for the Client identified above, under Climber's Special Terms of Service Use.

3.2. The right to use the Service is exclusive and non-transferable, with limited access and use. However, Climber will create as many user profiles as the Client wishes.

3.3. The Service is accessible via the internet (cloud), outside maintenance windows, twenty-four (24) hours a day, seven (7) days a week, including Sundays and holidays.

3.4. This access is obtained using user profiles.

3.5. User profiles are personal and confidential; disclosure to third parties will allow Climber to terminate the Agreement without prior notice.

4. Financial Conditions

4.1. The agreed price, as listed under "price," will be charged monthly and/or as defined in the special conditions.

4.2. This proposal is no longer valid after the date defined as "Valid until" in this contract.

4.3. The contract value will be adjusted annually by the positive variation of whichever index offers the greatest advantage to the client, between IGP-M or IPCA, subject to a minimum adjustment of 3%.

4.4. Fixed Value: As Climber is a SaaS, payment must be made at the start of the relevant period, with payment beginning on the first business day.

4.5. Variable Value: The amount will be calculated on the 1st business day of the following month and sent to the hotel by the 5th business day, with payment due within the following 7 days.

4.6. Payment may be made via bank slip (boleto), credit card, or bank transfer, in local currency. An invoice will be issued for each payment made.

5. Maintenance and Technical Support

5.1. Technical support operates Monday to Friday, from 9am to 7pm (UTC+0). Any irregularity must be reported by phone (+55 11 2908-0233 or +351 211 450 670) or by email to support@climberrms.com.

5.2. In the event of any critical irregularity preventing access to the Service, Climber will take steps to report the irregularity within twelve (12) hours and will offer an alternative solution within 24 (twenty-four) hours.

5.3. In the event of a serious irregularity in the display of information, Climber will take steps to report the irregularity within twenty-four (24) hours and will offer a solution within 48 (forty-eight) hours.

5.4. In the event of a blocking error affecting core functionalities (Pickup Reports, Pricing), Climber commits to resolving it within 48 business hours. If the issue does not impact usage, the timeframe is 48 to 120 business hours.

5.5. Climber cannot be held liable for improper use of the Service, incompatible software, communication network failures, damages caused by force majeure, or inadequate use of the Service.

6. Data Processing – Intellectual Property – Confidentiality

6.1. Confidential Information includes: technical and commercial information, trade secrets, research and development, hotel operations and metrics, finances and financial projections, clients, and current or future business plans.

6.2. The parties agree not to disclose confidential information obtained to any person, unless required to do so by law.

6.3. The Client shall remain the sole owner of the data transmitted to Climber, shall guarantee the accuracy of such data, and shall certify that it is authorized to transmit it to Climber.

6.4. Climber is and remains the sole owner of the intellectual property rights to all parts of the Service.

6.5. The Client agrees not to reproduce all or part of the Service or any Service documentation.

6.6. Climber will maintain the strictest confidentiality of confidential information and of all data it accesses in order to fulfill the contract.

6.7. In the event of a data breach by either party, the parties may be held liable under the LGPD (Brazil) or GDPR (Portugal).

6.8. The Client agrees that Climber may use aggregated and anonymized data for market analysis, benchmarking, and algorithm improvement, in compliance with the LGPD and GDPR.

7. Duties and Responsibilities of the Parties

7.1. Climber undertakes to make every effort to establish an efficient dynamic pricing grid, but cannot be held liable if the Client's sales maximization goal is not achieved.

7.2. Climber will not be liable in any way for any direct or indirect damages, including loss of profits, loss of business, loss of opportunity, or loss of revenue.

7.3. The Client agrees to provide initial data (occupancy rate, monthly budgets, and prices from previous years) and recurring data (number of rooms available for the following 365 days).

7.4. Climber cannot be held liable in any way for the destruction of data by the Client or by a third party who accessed the Service using a user profile.

8. Termination

8.1. The Parties may, by mutual agreement, revoke the Agreement at any time. If the client wishes to revoke the Contract, they must do so by email to sales@climberrms.com.

8.2. If the Contracting Party wishes to cancel the service, it must pay for the remaining period until the end of the contract term and comply with a minimum notice period of 90 days.

8.2.1. If the signed contract includes a discount tied to a commitment period and the client wishes to leave before the end of that period, the client must reimburse the monthly difference discounted during the months of use.

8.3. In the event of termination, Climber will block the hotel's access to the software once the last payment has been settled.

8.4. After the end of the contractual relationship, Climber undertakes to destroy the data stored on its servers free of charge.

8.5. The contract may be terminated in the event of breach of any contractual clause, dissolution or bankruptcy filing by Climber, or negligence by Climber in performing the contract.

9. General Provisions

9.1. The invalidity of one or more provisions of this Contract will not affect the other provisions or the effectiveness of the Contract.

9.2. The Agreement is governed by Portuguese law. Any dispute will be submitted to the Courts of São Paulo (clients in Brazil) or to the courts of the Lisbon District (other clients).

9.3. The services will be performed exclusively by employees and/or professionals contracted by Climber; no employment relationship will exist between them and the Client.

9.4. The parties agree that this contract will be signed electronically via the DocuSign platform, whose validity is recognized by the signatories under applicable law.