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 assistance).

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

2. Term and Renewal

2.1. The agreement with Climber will 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.

3. Description of the Service and the Solution

3.1. The Service includes the access for the Client described in the identification above with Climber's Special Conditions of Use of the Service.

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 over the internet (cloud), outside of maintenance periods, twenty-four (24) hours a day, seven (7) days a week, Sundays and holidays included.

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 This proposal is no longer valid after the date defined in the "Valid until" field in this contract.

4.3. The contract amount will be adjusted annually by the positive variation of the index that presents the greatest advantage for the client between the IGP-M or IPCA (Brazilian inflation indices), respecting a minimum adjustment of 3%.

4.4. Fixed Amount: As Climber is a SaaS, payment must be made at the beginning of the period in question, with payment starting on the first business day.

4.5. Variable amount: 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 within the following 7 days.

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

5. Maintenance and Technical Assistance

5.1. Technical assistance will be operating from Monday to Friday, from 9 a.m. to 7 p.m. (UTC+0). Any irregularity must be reported by telephone (+55 11 2908-0233 or +351 211 450 670) or by email via support@climberrms.com.

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

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

5.4. In the case of a blocking error affecting the main functionalities (Pickup Reports, Pricing), Climber undertakes to provide a solution within 48 business hours. If the problem does not impact usage, the deadline is 48 to 120 business hours.

5.5. Climber cannot be held liable for misuse of the Service, incompatible software, failures of communications networks, damages due to force majeure, or inappropriate 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 operation and metrics, finances and financial projections, customers, and current or future business plans.

6.2. The parties agree not to disclose the confidential information obtained to any person, unless it is necessary to do so by law.

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

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

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

6.6. Climber will maintain the most absolute confidentiality of the confidential information and of all data to which it has access for the performance of the contract.

6.7. In the event of a data breach by one of the parties, they may be held liable under the LGPD (Brazilian General Data Protection Law) (Brazil) or the 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 the 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 objective of maximizing the Client's sales 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 in 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 that has 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 Agreement, it will do so by email to sales@climberrms.com.

8.2. Should the Contracting Party wish to cancel the provision of the service, it must pay the remaining period until the end of the term of the contract and observe a notice period of at least 90 days.

8.2.1. If the signed contract includes a discount associated with the term of stay and the client wishes to leave before the end of that period, the client must reimburse the monthly difference discounted in the months of use.

8.3. In the event of termination, Climber will block the hotel's access to the software at the moment the last payment is fulfilled.

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 default of any contractual clause, dissolution or bankruptcy petition of Climber, or negligence by Climber in the performance of the contract.

9. General Provisions

9.1. The invalidity of one or more provisions of this Agreement will not affect the remaining provisions and the effectiveness of the Agreement.

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

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

9.4. The parties agree that this contract will be signed electronically through the DocuSign platform, the validity of which is recognized by the signatories under the terms of the applicable legislation.