Terms of Services
These Master Terms of Service (the "Master Terms") govern the provision of the Services by Zaui Software Ltd., a company organized under the laws of British Columbia, Canada ( "Zaui"), to the customer identified in the applicable Contract ("Customer").
For clarity:
● the "Contract" means the applicable signed order form, subscription agreement, licensing agreement, proposal, PandaDoc, online sign-up record, or other ordering document between Zaui and Customer that identifies the Services, pricing, Subscription Term, and core commercial terms;
● the "Master Terms" means this document only;
● the "Agreement" means the total binding agreement between Zaui and Customer consisting of, as applicable: (a) the Contract; (b) these Master Terms; (c) the Data Processing Agreement, to the extent Zaui Processes Personal Data on behalf of Customer; (d) the Service Level Agreement, to the extent applicable to the purchased Service; and (e) the Schedules and Exhibits incorporated into these Master Terms; and
● the "Privacy Policy" means Zaui's privacy notice or privacy policy made available to Customer or users from time to time, which applies as a notice regarding data handling and privacy practices and does not by itself override the negotiated allocation of rights and obligations in the Agreement unless expressly stated otherwise.
Customer may enter into the Agreement by signing the Contract, accepting the Master Terms electronically, clicking to accept the Master Terms and/or Privacy Policy where presented in a sign-up or onboarding flow, or by accessing or using the Services after being presented with the applicable terms.
1. Order of Precedence
If there is a conflict among the documents forming the Agreement, the order of precedence is:
1. the applicable Contract and any negotiated amendment signed by both Parties;
2. the Data Processing Agreement, but only for its subject matter;
3. the Service Level Agreement, but only for service levels, support obligations, credits, and related remedies; 4. these Master Terms; and
5. the Schedules and Exhibits, unless expressly stated otherwise in the Contract.
The Privacy Policy does not take precedence over the Contract, these Master Terms, the DPA, or the SLA as to commercial, liability, or data-processing allocation terms, except to the extent a specific notice, consent, or disclosure is required by applicable law.
2. Definitions
For purposes of this Agreement:
"Acceptable Use and Provider Content Policy" means Schedule C.
"Additional Services" means services outside the standard subscription scope, including supplemental training, data migration, data import, custom reports, custom development, consulting, configuration assistance, onsite services, or other professional services.
"Affiliate" means any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting interests or equivalent power.
"Authorized User" means an employee, contractor, or agent of Customer or its permitted Affiliates authorized by Customer to access or use the Services.
"Booking" means a reservation or transaction processed through the Services.
"Booker" means the end user or consumer making a Booking.
"Business Hours" means 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding statutory holidays in British Columbia, Canada, unless otherwise stated in the SLA.
"Customer Data" means data, content, records, configurations, listings, pricing, inventory, schedules, transactions, communications, and other information submitted to, stored in, transmitted through, or otherwise processed by the Services on behalf of Customer, excluding De-Identified Data and Zaui Technology.
"De-Identified Data" means data that has been anonymized, de-identified, and/or aggregated so that it does not identify, and cannot reasonably be used to identify, any individual, household, or Customer.
"Documentation" means Zaui's generally available user guides, technical documentation, policies, and standard support materials for the Services, as updated from time to time.
"DPA" means Zaui's Data Processing Agreement incorporated into this Agreement where Zaui processes Personal Data on behalf of Customer.
"Fees" means subscription fees, usage fees, variable fees, implementation fees, API fees, payment gateway fees, Additional Services fees, and any other amounts payable to Zaui under the Agreement.
"Gross Receipts" means the total pre-tax gross booking value or other transaction value processed through the Services, excluding taxes, discounts, refunds actually issued, and promotions to the extent expressly stated in the applicable Order Form or Pricing Schedule.
"Implementation Services" means the onboarding, setup, training, and related implementation services described in Schedule B or an applicable Order Form or statement of work.
"Contract" means an ordering document, proposal, subscription agreement, licensing agreement, quote, sign-up flow, PandaDoc, or other ordering record accepted by the Parties specifying the Services, pricing, Subscription Term, and commercial terms.
"Personal Data" has the meaning given in the DPA or, where the DPA does not apply, under applicable data protection law.
"Provider Content" means Customer's listings, product and service descriptions, schedules, prices, photos, videos, logos, trademarks, policies, and other content made available by Customer through the Services.
"Renewal Term" means each renewal subscription period under Section 14.2.
"Service" or "Services" means the Zaui-hosted reservation, booking, management, reporting, distribution, mobile, API, and related software services identified in the applicable Order Form, together with standard support included in the purchased offering.
"SLA" means Zaui's Service Level Agreement, if applicable to the purchased Service.
"Subscription Term" means the Initial Term and any Renewal Term.
"Supported Integration" means a third-party integration, channel, API connection, payment gateway, or connectivity feature that Zaui has elected to support generally or specifically for Customer under an Order Form.
"Zaui Technology" means the Services, Documentation, software, code, APIs, interfaces, workflows, databases, schema, know-how, methods, tools, improvements, modifications, derivative works, and all related intellectual property owned or controlled by Zaui.
3. Scope of Services
3.1 Provision of Services
Subject to the terms of the Agreement, Zaui will make the Services available to Customer during the Subscription Term. 3.2 License and Access Right
Zaui grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer's internal business operations and to offer Customer's own products and services to Bookers through the Services.
3.3 Affiliates and Licensees
Customer may permit its Affiliates or majority-owned operating entities identified in an Order Form to use the Services, provided Customer remains fully liable for all acts, omissions, Fees, and obligations of such entities unless a separate Order Form is executed for them.
3.4 Restrictions
Customer shall not, and shall not permit any third party to:
(a) copy, modify, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or non-public aspects of the Services, except to the limited extent expressly permitted by non-waivable law;
(b) resell, lease, sublicense, timeshare, outsource, service-bureau, or otherwise make the Services available to third parties except as expressly permitted in writing by Zaui;
(c) access or use the Services to build or train a competing product or service using non-public outputs or functionality of the Services;
(d) circumvent usage limits, security controls, or technical restrictions;
(e) use any robot, spider, scraper, or automated method to access the Services except through approved APIs and in accordance with Documentation; or
(f) use the Services in violation of the Acceptable Use and Provider Content Policy.
3.5 Changes to the Services
Zaui may modify, update, improve, replace, or discontinue features of the Services from time to time in the ordinary course. Zaui will use commercially reasonable efforts not to materially reduce the overall core functionality of the purchased Service during a committed Subscription Term, except where required for security, legal compliance, infrastructure changes, product rationalization, third-party dependency changes, or discontinuation of unsupported functionality.
3.6 Third-Party Services
The Services may interoperate with third-party services, gateways, platforms, channels, tools, cloud providers, hosting providers, telecommunications providers, internet service providers, DNS providers, domain registrars, certificate authorities, email delivery providers, identity providers, and similar external dependencies. Customer acknowledges that the availability, performance, latency, security, interoperability, and continued operation of such third-party services and dependencies are outside Zaui's reasonable control, and Zaui is not responsible or liable for third-party acts or omissions, outages, downtime, slowdowns, API changes, DNS failures, domain or registrar issues, certificate issues, routing failures, propagation delays, network congestion, throttling, filtering, suspensions, terminations, policy changes, or other failures or disruptions relating to such third-party dependencies, except to the extent directly and solely caused by a defect in Zaui's own core software independent of the third-party dependency.
4. Accounts and Authorized Users
4.1 Customer Responsibility
Customer is responsible for all use of the Services through its accounts, credentials, and Authorized Users. Customer shall maintain accurate account information and promptly notify Zaui of any unauthorized access, credential compromise, or suspected misuse.
4.2 Authorized Users
Customer may authorize Authorized Users to access the Services based on the permissions configured by Customer. Customer is solely responsible for assigning, reviewing, and revoking user permissions.
4.3 Security of Credentials
Customer shall keep credentials confidential and implement reasonable access controls, including multi-factor authentication where offered or recommended by Zaui. Zaui is not responsible for losses caused by Customer's failure to safeguard credentials or email accounts used to administer the Services.
5. Support, Maintenance, and SLA
5.1 General
Zaui will provide standard support and maintenance included in the purchased offering. Support coverage, availability commitments, response targets, service credits, exclusions, and remedies are governed exclusively by the applicable SLA where one applies. Where an SLA applies, the service credits expressly stated in the SLA are Customer's sole and exclusive remedy for any service availability, uptime, or support-performance issue described in the SLA.
5.2 Scheduled and Emergency Maintenance
Zaui may perform scheduled and emergency maintenance. Scheduled and emergency maintenance are governed by the SLA where applicable.
5.3 No Obligation for Future Features
Nothing in the Agreement obligates Zaui to deliver any feature, enhancement, integration, custom development, or roadmap item unless expressly stated in an Order Form or separate written statement of work.
6. Implementation Services and Additional Services
6.1 Generic Implementation Scope
If Customer purchases Implementation Services, Zaui will provide them substantially in accordance with Schedule B, unless a separate statement of work or Order Form supersedes Schedule B.
6.2 Customer Dependencies
Customer acknowledges that Implementation Services depend on timely Customer cooperation, including provision of personnel, decisions, credentials, content, policies, testing participation, and third-party coordination.
6.3 Additional Services
Additional Services are outside the subscription scope unless expressly included in an Order Form. Additional Services may be provided at Zaui's then-current rates or as otherwise agreed in writing.
Unless expressly stated otherwise in a written Order Form signed by Zaui, all work product, deliverables, configurations, templates, workflows, methods, scripts, tools, connectors, interfaces, reports, documentation, know-how, and other materials created, developed, configured, adapted, or supplied by or on behalf of Zaui in connection with Implementation Services or Additional Services are and remain part of Zaui Technology and are owned exclusively by Zaui. Customer receives only the limited rights expressly granted under the Agreement.
6.4 Change Control
Zaui may reasonably require changes to implementation scope, timing, assumptions, dependencies, or Fees to be documented through a revised Order Form, statement of work, or written change order.
7. Fees, Billing, Taxes, and Audit Rights
7.1 Fees
Customer shall pay all Fees specified in the Agreement, including any applicable:
(a) fixed subscription fees;
(b) variable or revenue-based fees;
(c) booking fees or guest-facing fees where applicable to the chosen pricing model;
(d) payment gateway fees;
(e) API or connectivity fees;
(f) implementation fees; and
(g) Additional Services fees.
7.2 Currency and Payment Method
Unless otherwise stated in an Order Form, Fees are charged in the primary currency of Customer's Zaui instance. Zaui may require payment by credit card, debit card, ACH, direct debit, or another approved automated payment method.
7.3 Invoicing and Autopay
Unless the applicable Order Form provides otherwise:
(a) recurring Fees are billed in advance;
(b) variable or transaction-based Fees are billed monthly in arrears based on the relevant measurement period; (c) Zaui may combine recurring and variable charges in a single invoice or automated charge; and
(d) Fees may be charged automatically through an online payment platform designated by Zaui. 7.4 Back-Billing and Corrections
Zaui may correct invoicing errors and back-bill omitted or underbilled amounts for up to twelve (12) months after the relevant billing period.
7.5 Taxes
All Fees are exclusive of applicable taxes, levies, duties, withholding taxes, VAT, GST, PST, sales tax, use tax, digital services tax, or similar governmental assessments. Customer is responsible for all such amounts, excluding taxes based on Zaui's net income. If Customer is required by law to withhold taxes, Customer shall provide appropriate documentation and shall gross up payments where required so that Zaui receives the full amount that would have been payable absent such withholding, except where gross-up is prohibited by law.
7.6 Late Payment
Any overdue undisputed amount may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable costs of collection.
7.7 Suspension for Non-Payment
If Customer fails to pay any undisputed amount when due, Zaui may suspend access to all or part of the Services on at least ten (10) days' prior written notice, unless a shorter period is reasonably necessary due to repeated payment failure or likely chargeback risk.
7.8 No Set-Off; Non-Refundability
Customer shall pay all amounts due without set-off, counterclaim, deduction, or withholding, except as required by law. Except as expressly stated in the Agreement, all Fees are non-cancellable and non-refundable once invoiced or charged.
7.9 Audit of Variable Fees
Where Fees are based on Gross Receipts, transaction volumes, or other Customer-controlled records, Zaui may, upon at least fifteen (15) business days' notice and not more than once in any twelve (12) month period, audit or have an independent auditor audit records reasonably necessary to verify the applicable Fees. Audits shall occur during normal business hours and in a manner designed to minimize disruption. If an audit reveals an underpayment of more than five percent (5%) for the period reviewed, Customer shall promptly pay the underpayment and reimburse Zaui's reasonable audit costs.
7.10 Pricing and Indexation
Pricing, annual indexation, renewal pricing, and fee change mechanics are governed by Schedule F.
8. Payment Processor and Facilitated Payments Terms
8.1 General
The Services may integrate with third-party payment processors, payment gateways, merchant acquirers, or facilitated payment solutions. Customer may be required to enter into separate agreements with such providers.
8.2 Merchant of Record and Activity Contract
As between Zaui and Customer, Customer is the seller or provider of the goods or services booked through the Services and is solely responsible for the underlying contract with Bookers, fulfillment, refunds, taxes, chargebacks, and customer service relating to Customer's offerings, except to the extent expressly agreed otherwise in writing.
8.3 Zaui Role
Unless expressly stated otherwise in a specific payment product addendum, Zaui is not a bank, money transmitter, or payment processor and does not assume liability for the acts or omissions of third-party payment processors or gateways.
8.4 Payment Processor Schedule
Payment processor terms, gateway requirements, pre-authorizations, recurring payments, processor disclaimers, and related commercial mechanics are governed by Schedule D.
9. Customer Data, Privacy, and Data Rights
9.1 Ownership of Customer Data
As between the Parties, Customer retains all right, title, and interest in and to Customer Data. 9.2 Limited License to Zaui
Customer grants Zaui a non-exclusive, worldwide right during the Subscription Term, and for any limited post-termination period expressly permitted under the Agreement, to host, use, copy, transmit, process, display, modify, and create derivative technical adaptations of Customer Data solely as necessary to:
(a) provide, operate, maintain, support, secure, and improve the Services;
(b) perform the Agreement and Customer's documented instructions;
(c) comply with law; and
(d) prevent fraud, abuse, service disruption, or security incidents.
9.3 Personal Data
To the extent Zaui processes Personal Data on behalf of Customer, the DPA governs. As between the Parties, Customer is the controller and Zaui is the processor, except to the extent Zaui acts as an independent controller for limited purposes described in the DPA.
9.4 De-Identified Data and AI/ML
Nothing in the Agreement restricts Zaui from generating, using, and disclosing De-Identified Data for lawful business purposes, including analytics, benchmarking, security, fraud prevention, service improvement, product development, and training, testing, tuning, validating, monitoring, securing, and improving artificial intelligence or machine learning models, systems, classifiers, recommendation tools, ranking systems, automation features, and related products or services.
To the extent permitted by applicable law and subject to the DPA where applicable, Customer further instructs and authorizes Zaui to use Customer Data, including Personal Data processed on Customer's behalf, for the purposes of developing, training, testing, tuning, validating, monitoring, securing, supporting, and improving artificial intelligence or machine learning features, models, and related service functionality provided by Zaui, provided that Zaui's processing of Personal Data remains subject to the DPA and applicable law. For clarity, nothing in this Section limits any broader rights
Zaui may have in De-Identified Data.
9.5 Customer Responsibilities
Customer is solely responsible for the legality, quality, accuracy, and integrity of Customer Data; obtaining all rights, notices, permissions, and consents required to provide Customer Data to Zaui; and ensuring that Customer's use of the Services complies with law.
9.6 Data Ownership Disputes
If Zaui reasonably believes that a dispute exists concerning ownership, authority, or control over Customer Data or the Customer account, Zaui may restrict access, suspend changes, or require documentation until the dispute is resolved to Zaui's reasonable satisfaction.
9.7 Data Export, Return, and Deletion
Data export, return, retention, and deletion mechanics are governed by Schedule E and, where applicable, the DPA.
10. Provider Content and Acceptable Use
10.1 Customer Control of Provider Content
Customer is solely responsible for Provider Content, including its accuracy, legality, pricing, policies, rights clearance, and compliance with law.
10.2 Limited License to Provider Content
Customer grants Zaui a non-exclusive, worldwide, royalty-free right during the Subscription Term to host, store, reproduce, display, format, transmit, translate, distribute, and otherwise use Provider Content solely as necessary to provide, support, maintain, secure, and improve the Services and to make Provider Content available through the Services and Customer-enabled channels, distribution connections, APIs, and integrations.
10.3 No Retroactive Alteration of Bookings
Customer shall not use the Services to publish false or misleading content or pricing or to alter confirmed Booking terms retroactively except as expressly permitted by the relevant Booking terms, law, or supported Service functionality.
10.4 Prohibited Content and Conduct
Customer shall not, and shall not permit any user or third party acting on its behalf to, upload, publish, submit, transmit, or otherwise use the Services in connection with any content or conduct that:
(a) infringes or misappropriates intellectual property, privacy, publicity, or other rights;
(b) is unlawful, fraudulent, deceptive, misleading, or defamatory;
(c) contains malware, malicious code, or harmful components;
(d) promotes illegal activity or unlawful discrimination;
(e) interferes with the integrity, security, or performance of the Services;
(f) violates Documentation, the Agreement, or any policy incorporated into the Agreement; or (g) risks material harm to Zaui, the Services, Bookers, other customers, or third parties.
10.5 Enforcement
Zaui may remove, disable, or refuse Provider Content, suspend access, or take other protective action where Zaui
reasonably believes Customer or Provider Content violates the Agreement, applicable law, or creates security, legal, or operational risk.
10.6 Acceptable Use and Provider Content Policy
Additional acceptable use and Provider Content rules are set out in Schedule C.
11. Security and Incident Handling
11.1 Security Measures
Zaui will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data against unauthorized access, use, disclosure, alteration, or destruction, taking into account the nature of the Services and the information processed. Where the DPA applies, the security controls in the DPA and its Annexes govern with respect to Personal Data.
11.2 Security Exhibit
The Security Exhibit in Schedule A describes Zaui's baseline security commitments. To the extent the DPA applies, Annex 2 of the DPA governs for Personal Data and shall control over Schedule A in the event of conflict.
11.3 Customer Security Responsibilities
Customer is responsible for maintaining the security of its own devices, networks, browsers, email accounts, endpoints, credentials, and any Customer-managed integrations, middleware, exports, or environments.
11.4 Security Incident Reporting by Customer
Customer shall notify Zaui without undue delay, and in any event promptly after becoming aware, if Customer reasonably suspects or becomes aware of:
(a) unauthorized access to the Services or Customer's account;
(b) credential compromise affecting the Services;
(c) security incidents materially affecting Customer's use of the Services; or
(d) fraudulent or abusive activity involving the Services.
If the matter reasonably appears to involve a Personal Data Breach or material security compromise affecting the Services, Customer shall provide such notice as soon as practicable and, where feasible, within twenty-four (24) hours after awareness.
11.5 Public Statements
Neither Party shall make a public statement naming the other Party regarding a shared or suspected security incident without prior consultation with the other Party, except to the extent such disclosure is required by law, regulation, stock exchange rule, court order, or competent authority.
11.6 Zaui Notification Obligations
To the extent required by the DPA, Zaui shall notify Customer of a Personal Data Breach affecting Customer Personal Data without undue delay and in accordance with the DPA.
12. Confidentiality
12.1 Definition
"Confidential Information" means non-public information disclosed by or on behalf of one Party to the other Party in connection with the Agreement that should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including business, commercial, technical, product, security, pricing, and customer information, as well as the terms of the Agreement.
12.2 Exclusions
Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public through no breach of the Agreement;
(b) was already lawfully known to the receiving Party without restriction;
(c) is lawfully received from a third party without breach of confidentiality; or
(d) is independently developed without use of the disclosing Party's Confidential Information.
12.3 Obligations
The receiving Party shall:
(a) use Confidential Information only to perform or exercise rights under the Agreement;
(b) protect it using at least reasonable care and no less than the care used for its own similar information; and (c) disclose it only to employees, Affiliates, contractors, advisors, and service providers with a need to know and who are bound by confidentiality obligations.
12.4 Compelled Disclosure
A Party may disclose Confidential Information if required by law, subpoena, court order, or regulator, provided that where legally permitted it gives prior notice and reasonably cooperates with efforts to limit the disclosure.
12.5 Return and Destruction
Upon written request or termination of the Agreement, each Party shall return or destroy the other Party's Confidential Information, except to the extent retained in routine backups, archives, legal files, system logs, or as required by law.
13. Intellectual Property
13.1 Zaui Ownership
Customer acknowledges that the Services and all Zaui Technology are licensed, not sold. Zaui and its licensors retain and exclusively own all right, title, and interest in and to the Services, Zaui Technology, Documentation, APIs, connectors, interfaces, workflows, methods, templates, user interfaces, designs, data models, schemas, structures, implementation materials, customizations, configurations, reports, usage analytics that are not Customer Data, De-Identified Data, trained models, model weights, prompts, evaluation sets, tuning artifacts, improvements, enhancements, modifications, derivative works, and all related intellectual property rights.
13.2 Customer Ownership
Customer retains all right, title, and interest in and to Customer Data and Provider Content, subject to the licenses granted under the Agreement. Customer acquires no ownership interest in the Services, Zaui Technology, Documentation, configurations, customizations, workflows, templates, integration mappings, reports, De-Identified Data, trained models, model weights, evaluation sets, benchmarking outputs, usage analytics that are not Customer Data, or any other materials, technology, or intellectual property owned or controlled by Zaui.
13.3 Feedback
If Customer or its users provide suggestions, ideas, enhancement requests, comments, or other feedback relating to the Services, Zaui may use and incorporate them without restriction or obligation.
13.4 Publicity
Unless otherwise stated in an Order Form, Zaui may identify Customer as a customer and use Customer's name and logo in customer lists, case studies, presentations, and marketing materials, subject to Customer's trademark usage guidelines provided in writing. Customer may opt out of future public use by written notice.
13.5 No Implied Rights; No Work-Made-for-Hire; No Assignment
Except for the limited rights expressly granted to Customer under the Agreement, no license, right, title, or interest in or to any Zaui Technology is granted to Customer by implication, estoppel, exhaustion, or otherwise. No deliverable, configuration, customization, report, implementation output, or other material created by or for Zaui under the Agreement shall be deemed a "work made for hire" for Customer, and no ownership rights in any such material are assigned to Customer unless expressly stated in a written instrument signed by Zaui.
14. Term, Renewal, Suspension, and Termination
14.1 Initial Term
The Agreement begins on the effective date stated in the applicable Order Form or, if none, on the date Customer first accepts or uses the Services, and continues for the initial subscription term stated in the Order Form (the "Initial Term").
14.2 Automatic Renewal
Unless otherwise stated in an Order Form, the Agreement and each subscribed Service automatically renew for successive periods equal to the Initial Term, or twelve (12) months if the Initial Term is longer than twelve (12) months, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewals are at Zaui's then-current pricing, packaging, policies, service descriptions, support model, technical requirements, and standard commercial terms, subject to Schedule F and any pricing commitments expressly stated in the applicable Order Form.
14.3 Month-to-Month Services
If no committed term is stated in an Order Form, the applicable Service is provided month-to-month and may be terminated by either Party on thirty (30) days' prior written notice.
14.4 Suspension Rights
Zaui may suspend access to all or part of the Services immediately, or on such notice as is reasonably practicable, if:
(a) Customer's use poses a security risk to the Services or third parties;
(b) Customer's use may adversely impact or degrade the Services;
(c) Customer is in material breach of the Agreement, including non-payment;
(d) Customer's use is fraudulent, unlawful, sanction-restricted, or abusive;
(e) a third-party provider suspends or restricts required upstream services; or
(f) suspension is reasonably necessary to protect Zaui, the Services, other customers, or third parties. Where reasonably practicable, Zaui will give notice and an opportunity to cure before suspension.
14.5 Termination for Cause
Either Party may terminate the Agreement or an affected Service for cause if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after written notice, except that termination may be immediate for breaches involving confidentiality, intellectual property misuse, unlawful use, sanctions, fraud, or material security risk.
14.6 Insolvency
Either Party may terminate the Agreement immediately if the other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or becomes subject to liquidation or similar proceedings not dismissed within sixty (60) days.
14.7 Effect of Termination
Upon expiration or termination:
(a) Customer's rights to access and use the terminated Services cease, except for any limited post-termination data access rights expressly stated in Schedule E or the DPA;
(b) Customer remains responsible for all accrued Fees and obligations;
(c) no prepaid Fees are refundable except as expressly stated in the Agreement; and
(d) provisions that by their nature should survive will survive, including payment, confidentiality, intellectual property, indemnities, limitation of liability, dispute resolution, and data retention or deletion obligations.
14.8 Fulfillment of Customer Obligations to Bookers
Termination or suspension of the Services does not relieve Customer of obligations owed to Bookers under Customer's own terms, bookings, reservations, refunds, or other customer commitments.
15. Warranties and Disclaimers
15.1 Mutual Authority Warranty
Each Party represents that it has the authority to enter into and perform the Agreement.
15.2 Limited Service Warranty
Zaui warrants that, during the Subscription Term, the Services will perform in all material respects in accordance with the Documentation and the applicable SLA, if any, when used in accordance with the Agreement.
15.3 Professional Services Warranty
Zaui warrants that Implementation Services and Additional Services performed by Zaui personnel will be performed in a professional and workmanlike manner. Customer's exclusive remedy for a breach of this warranty is re-performance of the deficient services, and if Zaui cannot re-perform them in a commercially reasonable manner, termination of the affected services and refund of the fees paid for the deficient services.
15.4 Customer Warranties
Customer represents, warrants, and covenants that:
(a) it has all rights necessary to provide Customer Data and Provider Content to Zaui and to permit Zaui's use as contemplated by the Agreement;
(b) its use of the Services, Customer Data, Provider Content, and business operations through the Services will comply
with law; and
(c) it is solely responsible for the goods and services offered to Bookers through the Services.
15.5 Disclaimer
Except as expressly stated in the Agreement, the Services, Documentation, integrations, and all related materials are provided "as is" and "as available." To the maximum extent permitted by law, Zaui disclaims all implied, statutory, or other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, accuracy, completeness, results from use, and compatibility with any third-party service, environment, browser, device, network, gateway, API, DNS provider, domain registrar, certificate authority, telecommunications service, cloud provider, hosting provider, or internet pathway. Zaui does not warrant that the Services will be uninterrupted, error-free, secure from all threats, timely, continuously available, or free from failures caused by third-party dependencies, internet conditions, DNS failures, propagation delays, routing issues, outages, or force majeure events.
16. Indemnification
16.1 By Zaui
Zaui shall defend Customer against any third-party claim alleging that the Services, excluding Customer Data, Provider Content, and third-party services, infringe or misappropriate such third party's patent, copyright, trademark, or trade secret, and shall pay damages finally awarded or agreed in settlement, provided that Customer: (a) promptly notifies Zaui in writing;
(b) gives Zaui sole control of the defense and settlement; and
(c) reasonably cooperates at Zaui's expense.
Zaui shall have no liability to the extent a claim arises from:
(i) Customer Data, Provider Content, or Customer instructions;
(ii) modification or combination not provided by Zaui;
(iii) use of the Services in violation of the Agreement or Documentation; or
(iv) continued use after Zaui has provided a non-infringing replacement, modification, or workaround.
If the Services are, or in Zaui's opinion are likely to become, subject to such a claim, Zaui may: (A) procure the right for Customer to continue using the affected Services;
(B) replace or modify the affected Services; or
(C) terminate the affected Services and refund any prepaid, unused subscription fees for the terminated portion. This Section states Zaui's sole and exclusive liability, and Customer's sole and exclusive remedy, for intellectual property infringement claims.
16.2 By Customer
Customer shall defend, indemnify, and hold harmless Zaui and its Affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, damage, fine, penalty, judgment, settlement, loss, cost, or expense (including reasonable legal fees) arising out of or relating to:
(a) Customer Data or Provider Content;
(b) Customer's products, services, fulfillment, pricing, cancellations, refunds, taxes, or obligations to Bookers; (c) Customer's breach of the Agreement, DPA, Acceptable Use and Provider Content Policy, or applicable law; (d) Customer's use of payment processors, gateways, or third-party services selected or enabled by Customer; (e) chargebacks, payment disputes, tax reporting failures, or regulatory claims relating to Customer's business; or (f) allegations that Customer Data, Provider Content, or Customer's use of the Services infringes, misappropriates, violates, or unlawfully uses any right of a third party.
16.3 Procedure
The indemnified Party shall promptly notify the indemnifying Party of the claim, provided that delay shall not relieve the indemnifying Party except to the extent materially prejudiced. The indemnifying Party shall control the defense and settlement, except that it may not settle a claim in a manner admitting fault of or imposing non-monetary obligations on the indemnified Party without prior written consent, not to be unreasonably withheld.
17. Limitation of Liability
17.1 Excluded Damages
To the maximum extent permitted by law, neither Zaui nor any of its Affiliates, licensors, subcontractors, suppliers, officers, directors, employees, contractors, agents, or representatives shall be liable under or in connection with the Agreement, whether in contract, tort, negligence, strict liability, statute, equity, restitution, or otherwise, for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, customers, goodwill, anticipated savings, opportunity, reputation, use, production, data, or content, or for any business interruption, procurement of substitute services, cost of cover, loss or corruption of data, or failure of security mechanisms, even if advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.
17.2 No Liability for Certain Failures and Events
Without limiting Section 17.1, and to the maximum extent permitted by law, Zaui shall have no liability whatsoever for any claim, loss, damage, cost, expense, or liability arising out of or relating to:
(a) any third-party service, integration, processor, gateway, marketplace, OTA, channel, reseller, distributor, API, feed, connector, telecommunications provider, internet service provider, cloud provider, hosting provider, DNS provider, domain registrar, certificate authority, identity provider, email delivery provider, or similar external dependency; (b) any outage, downtime, slowdown, error, delay, misrouting, packet loss, denial-of-service event, propagation delay, DNS failure, domain resolution failure, registrar suspension, certificate issue, internet disruption, telecommunications failure, or routing issue not directly and solely caused by a defect in Zaui's own core software; (c) Customer Data, Provider Content, Customer instructions, Customer configurations, Customer-selected settings, Customer security failures, Customer credentials, Customer devices, Customer networks, Customer third-party contracts, or Customer's business operations, offerings, fulfillment, cancellations, refunds, taxes, disclosures, or legal compliance;
(d) chargebacks, payment disputes, processor holds, reserves, fraud decisions, settlement delays, or payment reversals;
(e) any modification, suspension, deprecation, throttling, rejection, delisting, policy change, technical change, or termination by a third-party provider or channel;
(f) any beta, preview, pilot, proof-of-concept, evaluation, sandbox, or no-fee functionality; or (g) any event of force majeure.
17.3 Aggregate Liability Cap
To the maximum extent permitted by law, Zaui's total aggregate liability arising out of or relating to the Agreement, the Services, the SLA, the DPA, any Order Form, any Additional Services, and all related acts or omissions, in the aggregate across all claims, causes of action, theories of liability, claimants, Services, and contract years, shall not exceed the lesser of:
(a) the Fees actually paid by Customer to Zaui under the Agreement for the affected Services during the three (3) months immediately preceding the first event giving rise to the claim; and
(b) USD 25,000.
If the claim arises from Services provided on a free, trial, beta, proof-of-concept, evaluation, pilot, preview, sandbox, or no-fee basis, Zaui's total aggregate liability for such claim shall not exceed USD 100.
17.4 Scope of Cap and Exclusive Remedies
The exclusions and limitations in this Section 17 apply to the fullest extent permitted by law and apply notwithstanding any failure of essential purpose of any remedy. They apply to all claims arising out of or relating to the Agreement or the Services, including claims for breach of contract, breach of warranty, negligence, misrepresentation, indemnification, confidentiality, data protection, privacy, security incidents, service levels, delay, non-performance, or other legal or equitable theory, except solely to the extent a liability cannot lawfully be excluded or limited under applicable law.
Customer acknowledges and agrees that:
(a) the Fees reflect the allocation of risk in the Agreement;
(b) absent the exclusions and limitations in this Section 17, the Fees would be materially higher; (c) the remedies expressly stated in the Agreement, including any service credits under the SLA, re-performance rights for professional services, refunds expressly stated as exclusive remedies, and the intellectual property remedies in Section 16.1, are sole and exclusive where stated; and
(d) no claim may be brought against any individual employee, officer, director, contractor, agent, subcontractor, licensor, supplier, or Affiliate of Zaui in connection with the Agreement or the Services.
17.5 Limited Exceptions
Nothing in this Section 17 limits:
(a) Customer's obligation to pay all Fees and other amounts due under the Agreement; or
(b) any liability that cannot be excluded or limited under applicable law.
17.6 Time Limit for Claims
No action, claim, arbitration, or proceeding arising out of or relating to the Agreement may be brought more than one (1) year after the cause of action arose, except for claims for unpaid Fees or where a longer period is required by non-waivable law.
18. Compliance with Laws
Each Party shall comply with laws applicable to its own performance under the Agreement. Customer is solely responsible for laws applicable to Customer's business, offerings, pricing, consumer terms, taxes, consumer disclosures, accessibility obligations for Customer-controlled content, and Customer's collection and use of Personal Data, except to the extent expressly allocated to Zaui in the Agreement or DPA.
19. Governing Law and Jurisdiction
The Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law rules. The Parties submit to the exclusive jurisdiction of the courts of British Columbia sitting in Vancouver, British Columbia, Canada, for any dispute arising out of or relating to the Agreement, except that either Party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or security interests.
20. General
20.1 Changes to Agreement, Policies, Schedules, and Documentation
Zaui may revise, amend, supplement, replace, or update this Agreement, the Schedules, the SLA, the Documentation,
technical requirements, support processes, security measures, operational procedures, service descriptions, and policies incorporated into the Agreement, in each case at Zaui's discretion, by posting the revised version, providing in-product notice, or sending written notice to Customer.
Unless a shorter implementation period is reasonably necessary due to law, regulation, security, fraud prevention, sanctions, service integrity, third-party dependency changes, or infrastructure requirements, any such change will become effective:
(a) for committed Subscription Terms, on the first day of the next Renewal Term following the applicable notice period designated by Zaui; and
(b) for month-to-month or non-committed Services, on the first day of the next billing cycle or such later date as stated in the notice.
Customer's continued access to or use of the Services after the effective date of a change constitutes acceptance of the revised terms. If Customer does not agree to a revised term applicable on a prospective basis, Customer's sole remedy is to provide timely notice of non-renewal or, for month-to-month Services, to terminate the affected Services before the effective date of the change.
20.2 Assignment
Customer may not assign, transfer, delegate, or novate the Agreement without Zaui's prior written consent, not to be unreasonably withheld in connection with a bona fide merger, acquisition, or sale of substantially all of Customer's assets, provided the assignee is not a competitor of Zaui, is not sanction-restricted, and agrees in writing to be bound by the Agreement. Zaui may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
20.3 Independent Contractors
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, fiduciary duty, franchise, employment, or agency relationship between the Parties.
20.4 Export and Sanctions Compliance
Customer shall not access or use the Services in violation of applicable export control, trade sanctions, anti-bribery, anti-money laundering, anti-terrorism financing, or similar laws.
20.5 Force Majeure
Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, cloud or utility failures, governmental actions, epidemics, pandemics, or failures of suppliers or subprocessors not reasonably avoidable, provided that the affected Party uses commercially reasonable efforts to mitigate the effect.
20.6 Notices
Legal notices under the Agreement must be in writing and delivered by email to the notice address in the applicable Order Form, with a copy to legal@zaui.com for notices to Zaui unless Zaui designates another address. Routine operational notices may be given through the Services, support portal, account email, or other standard channels.
20.7 Entire Agreement
The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes prior or contemporaneous proposals, negotiations, representations, and agreements on that subject matter. No additional or conflicting terms in purchase orders, procurement portals, vendor onboarding forms, or similar documents shall modify
the Agreement unless expressly agreed in writing by both Parties.
20.8 Waiver and Severability
Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect and the invalid provision shall be interpreted to most closely reflect its intended economic effect to the extent lawful.
20.9 Third-Party Beneficiaries
Except as expressly stated, the Agreement creates no rights in any third party.
20.10 Electronic Acceptance
The Agreement may be accepted by signature, click-through, electronic acceptance, online sign-up, Contract execution, or Customer's access to or use of the Services after notice of the applicable terms.
20.11 Contract Incorporation and Deal Flow
Where Customer signs a Contract and is also presented with click acceptance of the Master Terms and Privacy Policy, the Parties intend that the Contract and the accepted Master Terms together form the binding commercial agreement, with the Privacy Policy operating primarily as a privacy notice unless expressly incorporated for a specific purpose. To the extent Zaui Processes Personal Data on behalf of Customer, the DPA shall be incorporated by reference into the Agreement automatically and shall apply by default without requiring a separate signature unless Zaui expressly requires separate execution for a particular transaction or jurisdiction.
For clarity, Zaui may use a deal flow in which: (a) Customer signs the Contract; (b) Customer clicks to accept the Master Terms and Privacy Policy; and (c) the DPA and SLA apply automatically to the extent applicable under the Agreement.
Schedule A - Security Exhibit
Note: This Schedule A is intended as Zaui's general Security Exhibit. Where the DPA applies, Annex 2 to the DPA governs with respect to Customer Personal Data and controls over this Schedule A to the extent of conflict.
Zaui shall maintain safeguards appropriate to the Services and associated risks, including where appropriate:
1. role-based access controls and least-privilege access;
2. confidentiality obligations for personnel;
3. user authentication controls;
4. encryption in transit;
5. encryption at rest where appropriate to the system or storage layer;
6. logging and monitoring of relevant systems;
7. backup and recovery procedures;
8. vulnerability and patch management processes;
9. incident response procedures;
10. subprocessor due diligence and contractual controls;
11. physical security controls at relevant facilities or via hosting providers; and
12. periodic review and evaluation of security controls.
Zaui may update these measures from time to time, provided that the overall security posture of the Services is not materially reduced.
Schedule B - Generic Implementation Statement of Work
Note: This Schedule B is a generic implementation framework. It applies only if Implementation Services are purchased and only to the extent not superseded by a separate Order Form, project plan, or statement of work.
1. Objective
Zaui will provide commercially reasonable onboarding, configuration, training, and go-live assistance for the purchased Services.
2. Included Activities (unless otherwise stated in an Order Form) Typical included activities may include:
● project kickoff and implementation coordination;
● basic system setup and configuration;
● company profile, contact details, sender email, branding, timezone, and currency setup; ● reservation policy and cancellation settings;
● configuration of supported payment methods and testing of successful payment/refund flows where applicable; ● taxation setup;
● inventory, pricing, activity, package, and product setup guidance;
● initial online booking engine enablement;
● supported channel management enablement where included in the purchased Service; ● remote training sessions for Customer administrators and designated champions; and
● standard go-live support.
3. Exclusions Unless Expressly Included
The following are excluded unless expressly included in an Order Form or separate statement of work:
● data migration or historical data import;
● custom development or custom reporting;
● onsite services or travel;
● third-party contracting or third-party implementation management;
● content creation or data cleansing;
● advanced reconfiguration after go-live;
● project management beyond standard onboarding; and
● services caused by Customer delays, changes, or unsupported requirements.
4. Customer Dependencies
Customer shall provide timely cooperation, including:
● a project lead and decision makers;
● accurate source information and content;
● timely approvals and policy decisions;
● third-party credentials, contracts, and contacts where needed;
● reasonable access to personnel for training and testing; and
● prompt review of deliverables and readiness for go-live.
5. Timing and Acceptance
Implementation timelines are estimates unless expressly stated as binding in writing. Delays caused by Customer, third parties, force majeure, or change requests may extend timelines. Unless otherwise agreed, implementation deliverables are deemed accepted when Customer uses them in production or fails to raise material objections within ten (10) business days after delivery.
6. Additional Services
Supplemental training, custom setup, post-go-live reconfiguration, data import, and other out-of-scope services may be provided as Additional Services at Zaui's then-current rates.
Schedule C - Acceptable Use and Provider Content Policy
Customer shall not, and shall ensure its Authorized Users and representatives do not:
1. use the Services for unlawful, fraudulent, deceptive, or misleading purposes;
2. upload or distribute infringing, defamatory, obscene, harassing, discriminatory, or otherwise unlawful content; 3. upload malware, malicious code, or harmful files;
4. interfere with or disrupt the integrity, security, or performance of the Services;
5. scrape or harvest data except through approved APIs and in accordance with Documentation; 6. use the Services to send spam, abusive messages, or excessive communications;
7. use the Services in a way that imposes unreasonable load or abusive traffic patterns;
8. misuse credentials, impersonate others, or attempt unauthorized access;
9. publish false or misleading prices, policies, availability, or descriptions;
10. use Provider Content or workflows that violate consumer, competition, accessibility, discrimination, tax, travel, or other applicable laws; or
11. request or collect information through the Services that Customer is not permitted to collect under applicable law.
Customer remains solely responsible for all Provider Content, including compliance with laws applicable to Customer's business and offerings.
Zaui may investigate suspected violations and may suspend or restrict access, remove content, or require remediation where Zaui reasonably believes this Schedule C has been violated.
Schedule D - Payment Processor Schedule
1. Third-Party Processors
The Services may integrate with payment processors, merchant acquirers, or gateways including, where offered, Stripe, Adyen, PayPal, or other supported providers. Customer may be required to enter into separate agreements with the applicable provider.
2. Processor Terms Control
All payment processing is subject to the terms of the applicable processor or gateway. Customer is solely responsible for reviewing and complying with such terms.
3. Customer Responsibility
Unless expressly agreed otherwise in writing, Customer is responsible for:
● processor onboarding and underwriting;
● merchant accounts and processor compliance;
● chargebacks, refunds, reversals, and disputes;
● fraud controls and transaction approval settings;
● tax settings and consumer disclosure settings; and
● compliance with card network, processor, and regulated payment requirements applicable to Customer.
4. Zaui Disclaimer
Zaui is not liable for processor downtime, settlement delays, reserves, holds, chargebacks, account suspensions, payment reversals, fraud screening decisions, or other acts or omissions of a third-party processor or gateway.
5. Pre-Authorizations and Recurring Payments
Where supported by the chosen payment processor and enabled by Customer, the Services may submit pre-authorizations, nominal authorization checks, deposits, installments, recurring payments, or partial payments in accordance with Customer's configuration and the applicable processor terms.
6. Partner and Custom Gateway Fees
Partner gateway and custom gateway fees, including any payment gateway fees or infrastructure fees charged by Zaui, are governed by the applicable Order Form and Schedule F.
7. Mandatory Gateway for Certain Pricing Models
For any offering where Zaui designates a mandatory payment processor or gateway, including any free-model or similar offer, Customer must use the designated processor for that offering unless Zaui agrees otherwise in writing.
8. Data Sharing
Customer authorizes Zaui to share with payment processors or gateways such Customer Data and transaction-related information as is reasonably necessary to enable the relevant payment functionality.
Schedule E - Data Export / Return / Deletion Policy
1. During the Subscription Term
Customer may access and export certain Customer Data using standard reporting, administrative, and export functionality made available in the Services.
2. Custom Exports
If Customer requests non-standard exports, custom reports, or data transformation work, Zaui may provide such assistance as Additional Services at Zaui's then-current rates.
3. Post-Termination Access Period
Unless otherwise stated in an Order Form or the DPA, and subject to payment of all undisputed accrued Fees, Zaui will make Customer Data available for export for a limited period after termination or expiration, typically not exceeding thirty (30) days.
4. Deletion
After the applicable post-termination period, Zaui may delete Customer Data from active production systems in accordance with its standard deletion processes. Where the DPA applies, deletion of Customer Personal Data shall be handled in accordance with the DPA.
5. Retention Exceptions
Notwithstanding the foregoing, Zaui may retain Customer Data:
● as required by law;
● in secure backups, disaster recovery systems, or archives until deleted in the ordinary course;
● as necessary to establish, exercise, or defend legal claims; or
● where technically inseparable from routine logs, system integrity records, or lawful business records.
6. Format
Standard exports may be provided in commonly used formats supported by the Services, such as CSV or other standard machine-readable formats.
Schedule F - Pricing / Indexation Schedule
1. General
Pricing is stated in the applicable Order Form. Unless expressly stated otherwise in an Order Form, Fees are subject to this Schedule F.
2. Annual CPI Indexation
Fixed recurring Fees may be adjusted annually effective each January 1 by the percentage increase in the Canadian Consumer Price Index over the prior twelve (12) month period, applied on a non-cumulative basis unless otherwise required by the pricing model.
3. Discretionary Pricing Changes
In addition to CPI indexation, Zaui may modify Fees, usage metrics, pricing tables, pricing tiers, gateway fees, API fees, booking fees, or commercial packaging at its discretion by providing at least ninety (90) days' prior written notice. Unless otherwise stated in an Order Form, such changes shall not take effect earlier than:
(a) the next Renewal Term for committed subscriptions; or
(b) the next monthly billing cycle following the notice period for month-to-month services.
For avoidance of doubt, no such change will take effect earlier than twelve (12) months after Customer first accepted the applicable Order Form unless the change is required by law, tax changes, third-party pass-through cost increases, payment processor changes, or currency fluctuations outside Zaui's reasonable control.
4. Current Commercial Mechanics
Unless otherwise stated in an Order Form, the following commercial mechanics apply to the applicable Services and pricing model:
4.1 Free-Model Booking Fee
If Customer has selected Zaui's "Free-model" offering, Zaui may charge Bookers a booking fee equal to six percent (6%) of the applicable B2C transaction value, which fee may be retained by Zaui.
4.2 Free-Model Channel / Distribution Fee Threshold
If Customer has selected the Free-model offering, and Customer's total gross booking value derived from B2C transactions through the Services is less than thirty percent (30%) of Customer's total transaction value for the relevant measurement period determined by Zaui, then Zaui may charge Customer a channel or distribution fee equal to three percent (3%) of transactions processed through designated distribution channels, including channels such as GetYourGuide, Klook, Viator, Expedia, and other similar third-party channels designated by Zaui from time to time.
4.3 Custom Payment Gateway Fee
If Customer elects to use a custom payment gateway, meaning a payment gateway that is not a Zaui partner gateway and/or where Customer is not included under Zaui's applicable reseller or commercial arrangement with the relevant gateway partner, Zaui may charge an additional payment gateway fee on all transactions processed through such gateway as follows:
(a) Essentials: zero point five percent (0.50%); and
(b) Enterprise: zero point two five percent (0.25%).
4.4 Mandatory Gateway for Free-Model
For the Free-model offering, Stripe is the mandatory payment gateway unless Zaui agrees otherwise in writing. 4.5 API / Connectivity / Other Usage Fees
Zaui may charge Customer API fees, connectivity fees, certification fees, infrastructure fees, support fees, onboarding fees, pass-through third-party fees, or other usage-based or channel-based fees for Bookings made through, received from, or communicated via third-party websites, marketplaces, channels, APIs, or integrations that communicate Provider Content, Booking data, inventory, or transaction data with the Services through an application programming interface or other connectivity layer maintained, supported, or enabled by Zaui. Unless expressly stated otherwise in an Order Form, such fees will be charged at the rates and on the basis determined by Zaui from time to time and communicated to Customer in accordance with this Schedule F.
4.6 Nature of Fees
The fees in this Schedule F may be charged in addition to fixed subscription fees, variable or revenue-based fees, implementation fees, Additional Services fees, third-party processor charges, and applicable taxes.
5. Flexibility to Revise Commercial Mechanics
Notwithstanding anything to the contrary in this Schedule F or elsewhere in the Agreement, Zaui may at any time, in its discretion, introduce, amend, replace, reclassify, expand, reduce, or discontinue any pricing model, fee category, percentage, threshold, transaction basis, channel classification, gateway classification, inclusion rule, packaging element, or commercial mechanic described in this Schedule F, including the Free-model, channel fee thresholds, booking fee percentages, payment gateway fee percentages, and API or connectivity fees, by giving written notice to Customer.
Unless otherwise expressly stated in an applicable Order Form, any such change shall take effect:
(a) for committed Subscription Terms, on the first day of the next Renewal Term following the applicable notice period; and
(b) for month-to-month or non-committed Services, on the first day of the next billing cycle following the applicable notice period.
For clarity, Zaui may also make such changes during a current Subscription Term where reasonably required due to changes in law, tax treatment, card scheme rules, third-party processor pricing, third-party channel or API pricing, foreign exchange impacts, sanctions compliance, fraud risk, information security requirements, infrastructure cost changes, or other external cost or risk factors outside Zaui's reasonable control.
6. Additional Services
Additional Services are billed at Zaui's then-current rates unless a separate fixed fee is agreed in writing.
7. No Most Favoured Pricing
No most-favoured pricing, benchmarking-based repricing, or mandatory discounting applies unless expressly agreed in writing.
Schedule G - API / Connectivity Schedule
1. General
The Services may include APIs, supported integrations, channel connections, connectivity features, and third-party distribution capabilities. Availability depends on the purchased offering, third-party support, and Zaui's then-current product and commercial policies.
2. API and Connectivity Fees
Zaui may charge API fees, connectivity fees, channel fees, distribution fees, onboarding fees, certification fees, support fees, infrastructure fees, maintenance fees, pass-through third-party fees, or other charges for use of APIs, integrations, channels, or connectivity features, as stated in an Order Form, pricing schedule, or notice provided under Schedule F.
Without limiting the foregoing, Zaui may charge such fees for Bookings made through, received from, routed through, or otherwise communicated via third-party websites, marketplaces, channels, resellers, distributors, OTAs, metasearch providers, partners, aggregators, payment platforms, or other integrations that exchange Provider Content, inventory, pricing, schedules, availability, Booking data, or transaction data with the Services through an API, feed, connector, or other connectivity layer maintained, supported, or enabled by Zaui.
Except where Zaui has expressly committed to a specific fee in an Order Form, all such fees, classifications, and commercial treatment may be established and revised by Zaui from time to time in accordance with Schedule F.
3. Supported vs Custom Integrations
Only integrations expressly identified by Zaui as supported are included in the standard Service. Custom integrations, special requests, or bespoke connectivity work are Additional Services unless expressly included in an Order Form.
4. Third-Party Dependency Risk
Customer acknowledges that third-party APIs, OTAs, marketplaces, gateways, suppliers, channel managers, or partners may change, throttle, suspend, deprecate, or terminate access, documentation, certification, or commercial terms at any time. Zaui is not responsible for resulting downtime, reduced functionality, or data mismatches except to the extent directly caused solely by a defect in Zaui's supported integration layer.
5. Customer Responsibilities
Customer is responsible for:
● maintaining any required third-party contracts, credentials, approvals, and fees;
● complying with third-party API and channel terms;
● validating mapping, content, pricing, tax, and availability configurations; and
● promptly responding to required remediation or certification tasks.
6. Changes and Discontinuation
Zaui may modify, suspend, or discontinue an API or Supported Integration where required by third-party changes, security requirements, legal compliance, product rationalization, low usage, technical debt, or upstream provider decisions. Where commercially reasonable, Zaui will provide advance notice.
7. No Guaranteed Reach or Performance
Unless expressly stated in an Order Form, Zaui does not guarantee any minimum booking volume, channel ranking, marketing placement, acceptance rate, response time, certification outcome, or uninterrupted connectivity for any third-party channel or integration.
8. Open Commercial Decisions for Order Forms
Where commercial specificity is needed for a particular deal, the applicable Order Form should state, if relevant: (a) the exact API or channel fee percentages;
(b) which integrations are included vs billable;
(c) whether certification costs are included;
(d) which party bears third-party pass-through fees; and
(e) any customer-specific support coverage for connectivity issues.
