Beds24 General Terms and Conditions

Please note: this English text is a convenience translation of the German „Beds24 Allgemeine Geschäftsbedingungen“. Only the German version is legally binding. In the event of any discrepancy between the two versions, the German version prevails.

WITH YOUR REGISTRATION THROUGH OUR WEBSITES "BEDS24.COM" OR "BEDS24.DE" A CONTRACT IS ESTABLISHED FOR THE USE OF OUR SOFTWARE AS A SERVICE "Beds24" TO WHICH THE FOLLOWING PROVISIONS RELATE.

1. Subject Matter of the Contract

1.1 Beds24 GmbH, c/o EDGE Workspaces Grand Central Berlin, Invalidenstraße 65, 10557 Berlin, Germany (hereinafter “Beds24”) operates a cloud-based booking and management system for accommodation providers (hereinafter the “Booking System”). Commercial customers can use it to manage accommodation and to process bookings via their own website and other booking portals.

1.2 These General Terms and Conditions (hereinafter the “GTC”) apply to contracts between Beds24 and the customer (hereinafter the “Customer” and the “Contract”) concerning the use of the Booking System by the Customer and its employees. Individually agreed contractual provisions take precedence over these GTC. These GTC do not apply to contractual and legal relationships between Beds24 and third parties. Beds24 does not accept any general terms of business or purchasing conditions of the Customer or of third parties, irrespective of how they are communicated.

1.3 The Contract between Beds24 and the Customer is concluded by (1) the Customer registering with the Booking System and accepting these GTC, or (2) Beds24 and the Customer entering into a separate contract that incorporates these GTC. By concluding the Contract, the Customer confirms that it is not a consumer.

1.4 Beds24 may amend these GTC in text form giving six weeks’ notice to the end of a month, provided that the amendments are reasonable for the Customer or are necessary in order to comply with statutory, regulatory or security requirements. Beds24 shall communicate the amendments, highlighting the provisions that have changed. The Customer may object in text form within four weeks of receipt. If the Customer objects, the Contract continues on the previous terms. The right of both parties to ordinary termination remains unaffected.

2. Use of the Booking System

2.1 Beds24 enables the Customer to use the Booking System as “Software as a Service” (hereinafter “SaaS”) for the term of the Contract. The Customer uses the Booking System via the Control Panel in an internet browser or via the Application Programming Interface provided. The Customer is itself responsible for internet access and equipment (hardware, software, connections). For support, the Customer may use the self-service offerings of the Booking System.

2.2 Beds24 provides the Customer with the required access credentials upon registration. Any person who logs in to the Booking System using these credentials is deemed to be a representative of the Customer. The Customer shall keep the access credentials secret, protect them in accordance with the state of the art, and inform Beds24 immediately if unauthorised access is suspected.

2.3 Beds24 provides the Booking System with an availability of 99.8% on an annual average.

2.3.1 The following do not count as downtime of the Booking System:

– Scheduled interruptions and maintenance work. Scheduled interruptions and maintenance work are carried out outside normal business hours where possible and are announced in good time.

– Interruptions due to circumstances outside the area of responsibility of Beds24, in particular force majeure, disruptions of public telecommunications networks, failures of third-party providers and cyberattacks.

2.3.2 Beds24 records the availability of the Booking System and, upon request, provides the Customer with information on availability and material interruptions in the relevant billing period.

2.3.3 If the availability of the Booking System is restricted due to an interruption for which Beds24 is responsible, the remuneration is reduced for the duration of the impairment in accordance with Clause 6.2. Any further claims of the Customer are governed by the general liability provisions in Clause 10.

2.4 Beds24 may modify the Booking System without the Customer’s consent where this is necessary in order to comply with statutory or regulatory requirements, to close security vulnerabilities, to maintain compatibility with changed system environments, or to ensure use in accordance with the Contract.

2.5 Beds24 continuously develops the Booking System further and makes the current version available to the Customer. As long as further development does not impair or restrict existing functions, the Customer’s consent is not required. Further developments are made available to the Customer either as part of the Booking System at no additional charge or as an optional extension against separate remuneration.

2.6 Beds24 may engage subcontractors to provide the contractual services.

2.7 Providers such as resellers, channel partners and intermediaries may use the Booking System as a backend solution after concluding a separate agreement with Beds24. In addition, Beds24 may offer a major customer special contractual terms which may deviate from these GTC.

3. Rights of Use

3.1 The Booking System and the content and data contained in it are deemed, vis-à-vis the Customer, to be protected property of Beds24. Any use outside the Booking System is prohibited.

3.2 Beds24 grants the Customer the non-exclusive, non-transferable right to use the Booking System for its own business purposes for the term of the Contract. The Customer may only enable its employees and users authorised by it to use the Booking System.

3.3 The Customer may not reproduce, distribute, rent out, modify, make publicly available or reverse-engineer the Booking System, unless this is permitted under the Contract or is mandatorily permitted by law. The Customer may not circumvent technical protection measures.

3.4 For the term of the Contract, the Customer grants Beds24 the non-exclusive right to use the content and data provided by the Customer for the purpose of operating the Booking System. Beds24 may transfer this right to third parties to the extent necessary for the operation of the Booking System and for use by the Customer.

3.5 If the Customer uses the Booking System beyond the agreed right of use, it must cease the unauthorised use without undue delay and subsequently acquire the necessary right of use. Any further claims of Beds24 remain unaffected.

4. Customer’s Duties to Cooperate

4.1 The Customer shall cooperate in the operation and use of the Booking System to a reasonable extent and at its own expense.

4.2 The Customer shall carry out regular data backups and take appropriate precautions against business interruptions and disruptions, for example by means of contingency plans, redundant processes or alternative booking channels.

4.3 The Customer is solely responsible for complying with the statutory requirements applicable to it. Beds24 gives no warranty as to the regulatory suitability of the Booking System.

4.4 The Customer is responsible for ensuring that its data and content do not infringe any laws or third-party rights.

4.5 If the Customer fails to provide a required act of cooperation despite a request and the setting of a reasonable deadline, it shall bear the resulting consequences and costs. In this case Beds24 may suspend its services or terminate the Contract for cause. Any further claims remain unaffected.

5. Remuneration

5.1 The remuneration for use of the Booking System consists of the following components:

5.1.1 Time-based remuneration for use of the Booking System:

– Basic fee for use of the Booking System.

– Fee per sub-account.

– Fee per bookable unit.

– Fee per room category in a service and/or on the platform of a third-party provider.

The time-based remuneration is billed on a daily-accurate basis on the first day of a month for the preceding month. The daily rate is calculated as the monthly price divided by the number of calendar days in the billing month. At the start of the chargeable contract term, the remuneration is calculated pro rata per day from the end of the trial phase.

5.1.2 Transaction-based remuneration for additional functions of the Booking System which the Customer may order separately. Additional functions are all services of the Booking System that are not covered by the time-based remuneration (e.g. SMS notifications to guests, online payment services, arrangement of insurance services, web hosting components, where available). The transaction-based remuneration is determined at the time of ordering and is billed immediately for each individual transaction.

5.2 The applicable rates of remuneration can be viewed in the Control Panel. The rates of remuneration are net amounts plus statutory value added tax.

5.3 Beds24 bills the remuneration for use of the Booking System via a prepaid account of the Customer.

5.3.1 The Customer pays credit into the prepaid account. The remuneration is deducted from this credit balance. The available payment methods and the current account balance can be viewed in the Control Panel.

5.3.2 Before the end of a calendar month, Beds24 informs the Customer by message in the Booking System if the credit balance falls below the expected requirement for the current month.

5.3.3 If the prepaid account becomes negative, Beds24 issues a reminder to the Customer by message in the Booking System or by email and sets a grace period of four weeks for settlement. During the grace period, the Customer can use the functions of the Booking System only with material restrictions. A data export remains possible. If the Customer settles the prepaid account within the grace period, the restriction is lifted. If the grace period expires without settlement, Beds24 may terminate the Contract in accordance with the provision on termination for cause due to default in payment.

5.3.4 On termination of the Contract, Beds24 refunds any remaining credit balance, after deduction of outstanding claims, to the account designated by the Customer. If the Customer has not designated an account, the refund is made via the payment method last stored with Beds24. The refund is made only to the extent that no statutory obligations prevent this, in particular no obligations under applicable sanctions, export control or anti-money-laundering law. In such a case, Beds24 is entitled to freeze the credit balance and to inform the competent authority.

5.4 Beds24 may change the rates of remuneration giving six weeks’ notice to the end of a month, provided that this is objectively justified. Beds24 notifies the Customer of the new rates of remuneration by message in the Booking System or by email. The Customer may object within four weeks of receipt by message in the Booking System or by email. If the Customer objects, the Contract continues at the previous rates of remuneration. If the Customer does not object, the changed rates of remuneration take effect at the announced time. The right of both parties to ordinary termination remains unaffected.

6. Defects in Performance

6.1 Claims for defects exist only in the case of material deviations from the agreed condition, and not where the defect was caused by improper use of the Booking System.

6.2 Beds24 shall remedy reported defects within a reasonable period. If the suitability of the Booking System for use in accordance with the Contract is impaired, the remuneration is reduced for the duration of the impairment. The Customer may not enforce the reduction by deducting from the fee, but is entitled to reclaim overpaid amounts separately. The right to set off undisputed claims or claims established by final and binding judgment remains unaffected.

6.3 In the case of defects in title and third-party claims for infringement of their rights, Beds24 shall indemnify the Customer against justified claims, shall assume the defence at its own expense, and shall, at its own option, either obtain the necessary rights of use or modify the Booking System so that no rights are infringed any longer. The Customer shall inform Beds24 without undue delay of any claims asserted and shall provide reasonable support in the defence. To the extent that the Customer is itself responsible for the infringement, claims against Beds24 are excluded.

6.4 The limitation period for claims based on defects is one year.

6.5 If the Customer asserts claims for defects against Beds24 and a defect of the Booking System does not in fact exist or is not attributable to Beds24, the Customer must reimburse Beds24 for the costs thereby incurred.

7. Content Moderation and Blocking of the Booking System

7.1 Beds24 is not obliged to monitor in general all content provided by customers, users or third-party providers, or to actively investigate for legal infringements. Beds24 reserves the right to carry out its own checks; such checks do not result in the loss of any existing liability privilege. Beds24 may use automated means and may indicate that it does so.

7.2 Beds24 may block, remove or restrict the visibility of content, apps or the access of a customer, user or third-party provider, in whole or in part, where

7.2.1 the content infringes applicable law or there is reasonable suspicion of such an infringement,

7.2.2 the content infringes these GTC,

7.2.3 the security or integrity of the Booking System is endangered, or

7.2.4 an official or judicial order requires this.

7.3 In the event of imminent danger, Beds24 may act without prior notice.

7.4 If Beds24 takes a measure pursuant to Clause 7.2, it shall inform the affected customer, user or third-party provider in text form without undue delay of

7.4.1 the measure taken,

7.4.2 the material reasons that led to the measure,

7.4.3 whether the decision was taken on the basis of a notice, an official order or an own-initiative investigation,

7.4.4 whether automated means were used in reaching the decision, and

7.4.5 the possibility of lodging a complaint and of referring the matter to an out-of-court dispute settlement body certified under Article 21 of the Digital Services Act (alternative dispute resolution body) – for example ADROIT (adroit.legal) – or to any other dispute settlement body published by the European Commission and certified under Article 21 of the Digital Services Act.

7.5 The statement of reasons is omitted to the extent that statutory provisions or official orders preclude it, or that the information would jeopardise the investigation of a security incident.

7.6 Any person may notify Beds24 of allegedly illegal content. The notice should contain: the precise identification or location of the content complained of, a statement of the reasons why the content is alleged to be illegal, the name and email address of the notifying person, and a declaration to the best of their knowledge as to the accuracy of the information. The notice may be sent to the following email address: compliance@beds24.com. Beds24 confirms receipt of the notice and decides promptly, diligently and objectively.

7.7 A customer, user or third-party provider affected by a measure pursuant to Clause 7.2 may lodge a complaint within six months of receipt of the statement of reasons. Beds24 reviews the complaint promptly and objectively and communicates the outcome in text form. If the review concludes that the measure was not justified, Beds24 shall reverse the measure without undue delay.

7.8 Beds24 may block or remove content and disclose necessary information about customers, users and third-party providers to the extent that this is necessary in order to comply with statutory obligations or on the basis of official or judicial orders. Customers, users and third-party providers shall provide Beds24, upon request and without undue delay, with the information required to process such orders.

7.9 Read access and data export. During a period of blocking, read access to customer data and the data export function remain available, unless an official or judicial order precludes this.

8. Marketplace

8.1 Beds24 operates a marketplace for third-party software within the Booking System. The contract concerning this software is concluded exclusively between the Customer and the third-party provider. Before use, the Customer must accept the contractual terms of the third-party provider.

8.2 Beds24 assumes no warranty or liability for the software of a third-party provider. This does not apply in cases of intent or gross negligence on the part of Beds24, or in the event of a breach of material contractual obligations in connection with the operation of the marketplace. If Beds24 becomes aware of illegal content in an app, Beds24 will block access to that app or remove the app from the marketplace without undue delay.

9. Contract Term and Termination

9.1 The Contract is concluded by the Customer registering on the website beds24.com or beds24.de and accepting these GTC.

9.2 The first 14 days after registration constitute a free trial phase. The Customer may use all functions of the Booking System free of charge. For additional ordered functions of the Booking System and for billing of transaction-based remuneration, the Customer receives a one-off, non-refundable credit in the prepaid account.

9.3 The chargeable contract term begins automatically on the 15th day after registration. If the Customer does not wish to continue using the Booking System after the trial phase, it may terminate the Contract before the end of the trial phase. In the first chargeable calendar month, the remuneration is calculated pro rata per day from the end of the trial phase until the end of that calendar month. Thereafter, billing is for the full calendar month in each case.

9.4 After the start of the chargeable contract term, the Contract runs for an indefinite period.

9.5 Either party may terminate the Contract by ordinary termination at any time giving one month’s notice to the end of a month.

9.6 Either party may terminate the Contract for cause without notice. Good cause exists in particular in the event of a serious breach of duty despite a warning and a reasonable deadline, default in payment by the Customer despite a reminder and a reasonable grace period, insolvency of the other party, or use of the Booking System by the Customer in breach of law or contract.

9.7 Terminations must be given in text form. Beds24 may terminate by message in the Booking System or by email to the addresses provided by the Customer. The Customer may terminate via the Control Panel of the Booking System or by email to the address provided by Beds24.

9.8 Upon termination of the Contract – for whatever reason – the Customer owes the remuneration for the services duly rendered up to termination.

9.9 After termination of the Contract, Beds24 may, at its own discretion, offer the Customer support services for the transition to other services. The nature and remuneration of such services are agreed separately.

10. General Liability

10.1 Beds24 is liable without limitation for damages

10.1.1 arising from injury to life, body or health,

10.1.2 based on intent or gross negligence on the part of Beds24 or its legal representatives or vicarious agents,

10.1.3 within the scope of a guarantee assumed by Beds24, and

10.1.4 under the provisions of the German Product Liability Act (Produkthaftungsgesetz).

10.2 For the breach of material contractual obligations, Beds24 is liable in cases of slight negligence, but limited in amount to the foreseeable damage typical for this type of contract and, for all damage events during the term of the Contract taken together, to the agreed remuneration. Material contractual obligations are those the fulfilment of which makes the proper performance of the Contract possible in the first place and on the observance of which the Customer may regularly rely. Beds24 is not liable for the slightly negligent breach of other obligations.

10.3 The liability of Beds24 for loss of data is limited to the restoration effort that would have arisen if the Customer had carried out proper and regular data backups.

10.4 The above limitations and exclusions of liability also apply for the benefit of the representatives, staff, employees and other vicarious agents of Beds24.

10.5 The Customer is responsible towards Beds24 if it or its employees use the Booking System in breach of contract, infringe third-party rights or violate applicable law. The Customer shall indemnify Beds24 against third-party claims and sanctions arising from the use of the Booking System by the Customer or its employees. The indemnity does not apply to the extent that Beds24 is itself responsible for the claim.

11. Data Protection and Use of Data

11.1 The parties shall comply with the applicable data protection provisions and shall oblige their employees who have access to personal data to maintain data secrecy.

11.2 Beds24 processes personal data in accordance with the privacy policy available at https://beds24.com/privacypolicy.html.

11.3 Upon conclusion of the Contract, the parties enter into the data processing agreement pursuant to Article 28 GDPR, available at https://beds24.com/dataprocessingagreement.html, governing the processing of personal data by Beds24 on behalf of the Customer.

11.4 If the Customer uses the Booking System to process personal data, it shall obtain the necessary consent of the data subjects unless a statutory basis for the processing exists. The Customer warrants that it is entitled to carry out the data processing and shall indemnify Beds24 against third-party claims and sanctions in the event of a breach.

11.5 Beds24 is entitled to use, free of charge, the non-personal data generated in the operation of the Booking System for its own purposes, in particular for product development, statistical analyses, system improvements, security analyses and research purposes.

11.6 Data export during the contract term. The Customer may export its data at any time via the Control Panel in common machine-readable formats (e.g. CSV, XML, JSON). The export covers all data entered by the Customer or processed by the Booking System, in particular booking, guest, invoice and configuration data. The export function remains usable even if the Booking System is blocked.

11.7 Data retention and deletion after the end of the Contract: after the end of the Contract, the data remain stored and exportable for 60 days. During this period the Customer has read access and may use the export function; other functions are not available. After expiry of the 60 days, the data are permanently deleted, provided that Beds24 has no statutory retention obligations and no provider switch under Clause 11.8 is in progress.

11.8 Switching providers and data portability. Beds24 supports the Customer in switching to another provider of a data processing service in accordance with the requirements of Regulation (EU) 2023/2854 (Data Act). Upon request, Beds24 makes all exportable data available to the Customer in a common, machine-readable format. The binding transition period is a maximum of 30 calendar days from initiation of the switch; if completion within this period is technically impossible, Beds24 shall inform the Customer within 14 days, stating an alternative period which may not exceed seven months. No remuneration is payable for this switch. Standard service fees remain payable during the transition period. Support services for the migration that go beyond the statutory obligations are provided by Beds24 against separate remuneration. After the switch has been successfully completed and the retention period pursuant to Clause 11.7 has expired, Beds24 deletes the exportable data, unless statutory retention obligations preclude this.

12. Confidentiality

12.1 The parties shall treat all information of the other party obtained in connection with the Contract as confidential, shall use it exclusively for the performance of the Contract and shall not pass it on to third parties. Each party shall protect the confidential information of the other at least to the same standard as its own.

12.2 Confidential information means all information irrespective of its form or labelling, including business, technical and financial information. The protection also applies where the information does not meet the requirements of a trade secret within the meaning of the German Trade Secrets Act (Geschäftsgeheimnisgesetz).

12.3 The confidentiality obligation does not apply to information which was already known to the receiving party, which is or becomes publicly available (without breach of contract), which was obtained from authorised third parties without an obligation of secrecy, or which must be disclosed due to statutory obligations.

13. Assignment, Retention, Set-off

13.1 Beds24 may transfer the Contract and individual rights and obligations arising from it, in whole or in part, to its affiliated companies (Sections 15 et seq. of the German Stock Corporation Act, AktG).

13.2 The Customer may transfer the Contract and individual rights and obligations arising from it to third parties only with the consent of Beds24 in text form. Affiliated companies (Sections 15 et seq. AktG) and third parties are entitled to use the Booking System only if the Contract expressly so provides.

13.3 Rights of set-off and retention of the Customer are excluded, unless they are expressly agreed by the parties or the underlying counterclaim of the Customer is acknowledged or has been established by a final and binding judgment.

14. General Provisions

14.1 Ancillary agreements, amendments and supplements to the Contract must be made in text form or in writing and must be expressly designated as such. Any waiver of this formal requirement must be made in text form or in writing.

14.2 Particular standards, norms, guidelines, certificates, testing and approval procedures apply only if the parties expressly agree this in writing.

14.3 If a provision of the Contract is invalid or unenforceable, or if a gap becomes apparent, the remainder of the Contract remains valid. The statutory provisions apply in place of the invalid or unenforceable provision or to fill the gap.

14.4 Neither party is liable for disruptions in performance caused by force majeure, such as natural disasters, pandemics, war, sustained industrial action or large-scale internet and telecommunications outages. The affected party shall inform the other without undue delay of the occurrence and the expected duration.

14.5 Export control and sanctions. The Customer warrants that it and its users will not use the Booking System in breach of applicable export control, sanctions or embargo provisions, in particular not in breach of regulations of the European Union, of the German Federal Office for Economic Affairs and Export Control (BAFA) or of the United Nations. The Customer shall inform Beds24 without undue delay if it or a person affiliated with it is included on a sanctions list, or if there are indications of this. In such a case, Beds24 is entitled to terminate the Contract without notice and to block access to the Booking System immediately. Data export and data retention, as well as the refund of credit balances, take place only to the extent that Beds24 does not thereby breach applicable law; otherwise Beds24 is entitled and obliged to freeze the data and the credit balance and to inform the competent authority.

14.6 For contracts between Beds24 and entrepreneurs, legal entities under public law and special funds under public law, Berlin, Germany, is the exclusive place of jurisdiction. German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Effective Date: 12 October 2026