1. Background
1.1 These Terms and Conditions ("Terms") govern the Customer's use of the Bookboost platform (the "Service"), operated by Bookboost AB, a company incorporated in Sweden under registration number 559091-8974 ("Bookboost"). Bookboost and the Customer are each a "Party" and together the "Parties".
1.2 The Service is a guest engagement platform for the hospitality industry, comprising the modules identified in the Customer's Proposal.
1.3 The contract between the Parties consists of: the signed Proposal, these Terms, the Data Processing Agreement ("DPA"), and the Service Level Agreement ("SLA").
1.4 Order of precedence. In the event of conflict:
a. in respect of the processing of personal data — the DPA, then the Proposal, then these Terms, then the SLA; b. in respect of service availability and support — the SLA, then the Proposal, then these Terms; c. in all other respects — the Proposal, then these Terms, then the SLA, then the DPA.
1.5 By accepting a Proposal or using the Service, the Customer accepts these Terms.
2. The Service
2.1 Bookboost grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Period, for its own internal business purposes, in accordance with the contract.
2.2 The Customer is responsible for providing the information and access Bookboost reasonably needs to deliver the Service, including integration credentials for its property management system and other connected systems.
2.3 Users. The Customer is responsible for its users' compliance with these Terms, for managing its own user access, and for all activity under its accounts.
2.4 Changes to the Service. Bookboost develops the Service continuously and may add, modify or remove features. Where Bookboost intends to discontinue a material feature the Customer is actively using, it will give at least 90 days' notice. If the discontinuation materially and adversely affects the Customer's use of the Service, the Customer may terminate the affected module on notice and receive a pro-rata refund of prepaid fees.
2.5 Beta and preview features. Bookboost may make features available that are identified as beta, preview or early access. These are provided "as is", are excluded from the SLA, may be changed or withdrawn at any time, and should not be used for production-critical purposes.
3. Subscription, fees and payment
3.1 The Service is provided on a subscription basis for the period stated in the Proposal (the "Subscription Period"), billed in advance.
3.2 Renewal. The Subscription Period renews automatically for successive periods of equal length unless either Party gives written notice of non-renewal at least 30 days before the end of the current period.
3.3 Invoicing. Invoices are payable within 30 days of the invoice date. Payment details are stated on the invoice. Where the Customer elects to pay by invoice rather than by card, an administration fee applies as stated on the invoice.
3.4 Late payment. Bookboost may charge interest on overdue amounts at the rate set by the Swedish Interest Act (räntelagen).
3.5 Suspension for non-payment. If an invoice remains unpaid 30 days after Bookboost has given written notice of non-payment, Bookboost may suspend access to the Service until payment is received. Suspension does not relieve the Customer of its payment obligations, and Bookboost will not delete Customer Data during a suspension.
3.6 Fee changes. Bookboost may change subscription fees with effect from the start of the next Subscription Period, on at least 60 days' written notice. If the Customer does not accept the change, it may give notice of non-renewal under clause 3.2.
3.7 Fees are exclusive of VAT and other applicable taxes.
4. Support and availability
4.1 Bookboost provides support and commits to service availability as set out in the SLA.
4.2 Service credits under the SLA are the Customer's sole and exclusive remedy for failure to meet the availability commitment. This clause does not limit the Customer's remedies for any other breach of the contract.
5. Customer Data and content
5.1 "Customer Data" means all data the Customer or its guests submit to, or that is generated in, the Service.
5.2 As between the Parties, the Customer owns all Customer Data. Bookboost claims no ownership.
5.3 The Customer grants Bookboost the right to host, process, transmit and display Customer Data to the extent necessary to provide the Service and to meet its obligations under the contract. Processing of personal data is governed by the DPA.
5.4 The Customer warrants that it has the right to submit Customer Data to the Service, and that doing so does not infringe any third party's rights or breach applicable law.
5.5 Bookboost does not use Customer Data to train, fine-tune or develop machine learning or artificial intelligence models, except a model used exclusively to provide the Service to that same Customer and made available to no other customer. This clause is elaborated in the DPA.
6. Artificial intelligence features
6.1 Parts of the Service use artificial intelligence to suggest, draft or send communications and to derive insights from Customer Data. AI features are identified in the Service and are enabled at the Customer's election.
6.2 Output may be inaccurate. AI-generated output is probabilistic. The Customer is responsible for reviewing AI-generated communications before relying on them for any decision materially affecting a guest, and for maintaining appropriate human oversight of automated communication.
6.3 The Customer is responsible for how it configures AI features, automated messaging and guest journeys, and for the content of instructions and prompts it or its personnel provide.
6.4 Where required by law, the Customer is responsible for disclosing to guests that they are interacting with an AI system. Bookboost provides functionality to make that disclosure.
6.5 The Customer must not use AI features to make decisions producing legal or similarly significant effects concerning a guest without human review.
7. Acceptable use
7.1 The Customer must not, and must not permit any user to:
a. use the Service to send unlawful, deceptive, harassing or unsolicited communications, or in breach of applicable marketing, anti-spam or telecommunications law; b. upload material that is unlawful, infringing, malicious or harmful; c. attempt to gain unauthorised access to the Service, other customers' data, or any underlying infrastructure; d. probe, scan or penetration-test the Service without Bookboost's prior written consent; e. reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable under applicable law; f. resell, sublicense or make the Service available to any third party other than its own users and guests, except as contemplated by the Proposal; or g. use the Service to build a competing product.
7.2 Marketing communications. The Customer is responsible for having a valid lawful basis and, where required, consent for the communications it sends through the Service; for honouring opt-outs and maintaining suppression lists; and for compliance with applicable marketing law in each jurisdiction it sends to. Bookboost provides consent and preference management functionality but does not determine the lawfulness of the Customer's campaigns.
7.3 Bookboost may suspend access immediately where it reasonably believes continued use presents a security risk, is unlawful, or may cause harm to Bookboost, its other customers, or third parties. Bookboost will notify the Customer and restore access as soon as the cause is resolved.
8. Confidentiality
8.1 Each Party may receive information of the other that is confidential. Each Party will keep the other's confidential information secret, use it only to perform the contract, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.
8.2 These obligations continue for three years after termination.
8.3 Bookboost's confidentiality obligations in respect of personal data contained in Customer Data continue indefinitely, as set out in the DPA, and are not subject to clause 8.2.
9. Intellectual property
9.1 The Service, and all intellectual property in it, remains the exclusive property of Bookboost and its licensors. Nothing in the contract transfers ownership.
9.2 Bookboost may use aggregated and anonymised data derived from use of the Service to operate, analyse and improve the Service and to produce industry statistics, provided such data cannot be attributed to the Customer, to any guest, or to any other identified or identifiable person.
9.3 Feedback. Where the Customer provides suggestions about the Service, Bookboost may use them without restriction or obligation.
9.4 Publicity. Neither Party may use the other's name or logo publicly without prior written consent, save that Bookboost may identify the Customer as a customer in its customer list.
10. Warranties
10.1 Each Party warrants that it has the authority to enter into the contract.
10.2 Bookboost warrants that it will provide the Service with reasonable skill and care, and substantially in accordance with its documentation.
10.3 Except as expressly stated, the Service is provided "as is". Bookboost does not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that it will meet the Customer's particular requirements. To the extent permitted by law, all implied warranties are excluded.
11. Liability
11.1 Nothing in the contract limits either Party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under Swedish law.
11.2 Neither Party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, however arising.
11.3 Subject to 11.1, each Party's total aggregate liability arising out of or in connection with the contract — including these Terms, the DPA, the SLA and the Proposal, taken together — is limited to the total fees paid and payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.
11.4 The cap in 11.3 is a single aggregate cap across the whole contract. Claims under the DPA do not attract a separate or additional cap.
11.5 The Customer's obligation to pay fees due is not subject to the cap in 11.3.
11.6 Customer indemnity. The Customer will indemnify Bookboost against claims, losses and reasonable costs arising from the Customer's breach of clauses 5.4 or 7, and from communications sent through the Service in breach of clause 7.2.
11.7 Bookboost indemnity. Bookboost will indemnify the Customer against third-party claims that the Service infringes that third party's intellectual property rights, provided the Customer notifies Bookboost promptly and allows Bookboost to control the defence. This indemnity is subject to 11.3.
12. Term and termination
12.1 The contract begins on the start date in the Proposal and continues for the Subscription Period, renewing under clause 3.2.
12.2 Either Party may terminate immediately on written notice if the other:
a. is in material breach and fails to remedy it within 30 days of written notice; or b. becomes insolvent, enters liquidation, or ceases to carry on business.
12.3 The Customer's other termination rights under clauses 2.4, 3.6 and the DPA are unaffected.
12.4 On termination the Customer's right to use the Service ends. Return and deletion of Customer Data is governed by clause 13 and the DPA.
12.5 Clauses 5.2, 8, 9, 11, 13 and 15 survive termination.
13. Exit and data portability
13.1 The Customer may export Customer Data at any time during the term, through functionality in the Service, in a structured, commonly used and machine-readable format.
13.2 On termination, Bookboost will make Customer Data available for export for 30 days. During that period Bookboost will provide reasonable assistance with the transition to another provider or to the Customer's own systems.
13.3 After that period, Customer Data is deleted in accordance with the DPA.
13.4 Bookboost does not charge for export or for switching away from the Service.
14. Compliance
14.1 Sanctions and export control. Each Party will comply with applicable sanctions and export control laws. The Customer warrants that it is not subject to sanctions and will not make the Service available to any person who is.
14.2 Anti-bribery. Each Party will comply with applicable anti-bribery and anti-corruption law.
14.3 Insurance. Bookboost will maintain insurance appropriate to the nature and scale of the Service, including cyber liability cover, and will provide evidence of that cover to the Customer on reasonable request.
15. General
15.1 Assignment. Neither Party may assign the contract without the other's written consent, which will not be unreasonably withheld, save that either Party may assign to an affiliate or to a successor of its business on written notice.
15.2 Subcontracting. Bookboost may subcontract performance, and remains responsible for its subcontractors. Sub-processing of personal data is governed by the DPA.
15.3 Force majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control. This does not excuse payment obligations.
15.4 Notices. Notices are given in writing to the contacts stated in the Proposal, or for Bookboost to legal@bookboost.io. Each Party keeps its notice details current.
15.5 Changes to these Terms. Bookboost may amend these Terms on at least 30 days' written notice to the Customer. If an amendment materially and adversely affects the Customer, the Customer may terminate the affected part of the Service before the amendment takes effect and receive a pro-rata refund of prepaid fees. Notice is given by email to the Customer's designated contact; publication on Bookboost's website alone is not sufficient notice.
15.6 Entire agreement. The contract is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, representations and agreements, except that nothing excludes liability for fraudulent misrepresentation.
15.7 Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the remainder continues in full force.
15.8 No waiver. A failure to enforce a right is not a waiver of it.
15.9 Governing law and jurisdiction. The contract is governed by Swedish law. The Parties will first attempt to resolve any dispute through negotiation. Failing that, disputes will be settled by the Swedish courts, with Malmö District Court as the court of first instance.