1. Parties
This Master Subscription Agreement (the "MSA" or "Agreement") is concluded between Suite Profit Sp. z o.o., a Polish limited liability company having its registered seat at ul. Nowogrodzka 42 lok. 11, 00-695 Warszawa, Polska, entered in the register of entrepreneurs of the National Court Register maintained by Sąd Rejonowy dla m.st. Warszawy, XII Wydział Gospodarczy Krajowego Rejestru Sądowego under number 0001102845, holding tax identification number NIP 523-456-78-90 and statistical identification number REGON 528 145 906, with a fully paid share capital of ten thousand Polish zloty (PLN 10 000) (the "Provider", "Suite Profit", or "we"), and the enterprise customer identified on the applicable Order Form (the "Customer", "you"). The Provider and the Customer are each individually a "Party" and jointly the "Parties" to this MSA.
Each Party warrants that the natural person signing an Order Form on its behalf is duly authorised to bind it and that no further internal approvals are required for the Agreement to enter into force. Where the Customer is a group of legal entities acting through a single procurement authority, each entity that consumes the Service under the same Order Form is deemed to have adhered to this MSA as a joint and several obligor with respect to fees allocated to it and as an independent beneficiary of the Provider's obligations.
2. Definitions
In this Agreement the following capitalised terms have the meanings set out below. "Service" means the software-as-a-service extensions supplied by the Provider that connect to Profitroom Suite through officially documented programming interfaces, together with the operator console at suiteprofit.org, associated documentation, and any updates. "Module" means an individually enabled unit of functionality within the Service, such as the Autopricer, the Group Sync engine, the Guest Messenger, or the Reporting Studio. "Order Form" means the electronic or countersigned commercial document that identifies the Modules ordered, the Property scope, the commercial fees, and the Subscription Term. "Property" means a single accommodation site or brand instance under the Customer's control that is registered inside a Module. "Authorised User" means a named individual granted access credentials by the Customer's administrator. "Subscription Term" means the initial commitment stated on the Order Form together with any renewal periods. "Effective Date" means the date on which the last Party signs the first Order Form or, in the absence of a signed Order Form, the date on which the Service is first provisioned to the Customer. "Confidential Information" has the meaning given in section 22. "Customer Data" means all data (including Personal Data) that the Customer or an Authorised User submits to the Service or that the Service receives from Profitroom Suite through Customer-authorised credentials. "Personal Data" bears the meaning given in Article 4(1) of the General Data Protection Regulation ("GDPR"). "Applicable Law" means every statute, regulation, and binding decision of a competent authority that governs a Party's performance under this MSA, including in particular the Polish Civil Code (Kodeks cywilny), the Polish VAT Act (ustawa o podatku od towarów i usług), the ustawa o krajowym systemie e-Faktur (KSeF), the Polish Act on Provision of Electronic Services (ustawa o świadczeniu usług drogą elektroniczną), the Polish Data Protection Act 2018 (ustawa o ochronie danych osobowych), and the GDPR.
3. Order Forms and scope of service
Each subscription arises from a written Order Form referencing this MSA. An Order Form describes the Modules, the number and identity of the Properties in scope, any usage-based metrics (such as monthly messaging volumes for the Guest Messenger), the commercial fees, any professional-services days included, the invoicing cadence, and the initial Subscription Term. Where the Order Form and this MSA are inconsistent on a specific point, the Order Form prevails but only for the transactions it covers. Additional Order Forms may be signed to add Properties or Modules; each new Order Form is independent for the purpose of pricing, term length, and renewal, unless it expressly aligns with an existing Order Form's schedule.
The Provider will supply the Service in accordance with its published documentation, the applicable Module specifications, and the security description in Annex II of the Data Processing Addendum. The Provider retains discretion over the underlying architecture and may modify, replace, or discontinue subcomponents provided that the functional scope committed on the Order Form is preserved and that any change is compatible with the security posture warranted at that date.
4. Modules
The current Module catalogue includes the Autopricer (revenue management assistance producing rate suggestions synchronised into Profitroom Suite), the Group Sync engine (inventory and rate propagation across a group of Properties), the Guest Messenger (rate-limited, template-based guest communications sent via WhatsApp Business Cloud API and SMS fall-back), the Payment Console (Strong Customer Authentication-compliant capture and reconciliation of card payments through Stripe and PayU acquirers), the Reporting Studio (multi-property KPI dashboards and export pipelines), and additional Modules published on suiteprofit.org from time to time. Each Module has its own specification sheet describing scope, dependencies, and data flows, referenced by name on the Order Form.
5. Pilot programme
Where the Customer wishes to validate a Module on a limited set of Properties before enterprise-wide roll-out, the Parties may agree a Pilot Programme on a dedicated Order Form. A Pilot Programme is delivered under production-grade infrastructure and identical security controls. The Pilot Programme has a defined start date, a defined end date, and a defined go/no-go review meeting no later than fifteen (15) Business Days before the end date. If the Customer decides not to convert the Pilot Programme into a wider deployment, the Customer will provide a written statement identifying the reasons for that decision, and the Pilot Programme terminates without additional charges beyond any usage that has already been incurred and invoiced.
6. Fees and invoicing
The Customer pays the fees stated on each Order Form. Enterprise deployments may be invoiced either as a single consolidated invoice to a central procurement entity or, at the Customer's option and where the Order Form so provides, as separate per-entity invoices addressed to each Property owner or franchisee. All fees are stated in euro (EUR) unless the Order Form specifies otherwise. Value added tax is added at the statutory rate applicable under the Polish VAT Act. From the moment structured invoicing under the ustawa o krajowym systemie e-Faktur (KSeF) becomes mandatory for the type of transaction, the Provider will issue invoices through KSeF using the identifiers supplied by the Customer.
7. Payment terms
Invoices are payable within fourteen (14) days of the invoice date by bank transfer to the Provider's account with PKO Bank Polski, IBAN PL72 1050 1214 0000 0345 6789 1234, unless a different account is stated on the invoice. Late payment triggers statutory interest for delay in commercial transactions under Article 4a of the ustawa z dnia 8 marca 2013 r. o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych, together with the flat compensation for recovery costs provided by Article 10 of the same Act. Amounts genuinely disputed in good faith are not treated as overdue provided that the Customer notifies the Provider in writing within the payment window, identifies the invoice line items in question, and pays the undisputed balance on time.
8. Term and renewal
The initial Subscription Term for each Order Form is stated on that Order Form. At the end of the initial Subscription Term, the Order Form renews automatically for successive periods of the same duration unless terminated in accordance with this MSA. Renewal fees carry forward the fees of the expiring period, indexed by the Polish consumer price index published by Główny Urząd Statystyczny for the most recent full calendar year, capped at five per cent (5%). The Provider may adjust indexed fees more moderately or waive an indexation at its discretion.
9. Termination for cause
Either Party may terminate an Order Form or the entire MSA with immediate effect where the other Party (i) commits a material breach that remains unremedied thirty (30) days after written notice specifying the breach, (ii) becomes the subject of insolvency, restructuring, or bankruptcy proceedings under the Polish Prawo restrukturyzacyjne or Prawo upadłościowe, or ceases to trade as a going concern, or (iii) commits a breach of the confidentiality or data protection obligations that a reasonable enterprise counterparty would treat as no longer remediable by ordinary corrective measures.
10. Termination for convenience
The Customer may terminate an Order Form for convenience with sixty (60) days' written notice for Enterprise tier subscriptions and thirty (30) days' written notice for Group tier subscriptions. On such termination, the Provider will issue a pro-rated credit note for unused prepaid fees for the remaining Subscription Term, less any professional-services fees or one-off provisioning costs recognised at commencement. The Provider may also terminate an Order Form for convenience with one hundred and twenty (120) days' written notice, in which case the Provider will refund unused prepaid fees in full without any deduction.
11. Suspension for non-payment
Where a payment is more than thirty (30) days overdue and the Customer has failed to respond substantively to two written reminders, the Provider may suspend the Service after giving a minimum of five (5) Business Days' written notice specifying the amounts due. Suspension does not release the Customer from its obligation to pay fees accrued before the suspension and does not extend the Subscription Term. The Service will be restored within one (1) Business Day of the Provider receiving the outstanding balance in cleared funds.
12. Service levels
The Provider warrants a monthly availability of ninety-nine point nine per cent (99.9%) for Group tier subscriptions and ninety-nine point ninety-five per cent (99.95%) for Enterprise tier subscriptions, measured on the operator console and on documented, non-deprecated public API endpoints, excluding scheduled maintenance windows announced with at least forty-eight (48) hours' prior notice, force majeure events, and failures of upstream systems such as Profitroom Suite itself or third-party messaging providers. Where the warranted availability is missed in a calendar month, the Customer may claim a service credit equal to five per cent (5%) of the affected month's fees per full percentage point of shortfall, capped at thirty per cent (30%) of that month's fees. Service credits are the Customer's sole remedy for missed availability.
13. Support tiers
The Provider offers three support tiers described in the Order Form. Standard support covers business-day handling with next-Business-Day acknowledgement. Group support covers business-day handling with two-hour acknowledgement for severity-one incidents. Enterprise support covers a twenty-four seven (24/7) on-call rotation with fifteen-minute acknowledgement for severity-one incidents affecting the operator console or the rate distribution path. Detailed severity definitions and response targets are set out in the Support Handbook available at suiteprofit.org/support.
14. Warranties
The Provider warrants that the Service will substantially conform to the published documentation, that it will exercise reasonable skill and care of a competent enterprise software supplier, and that it will not knowingly introduce malicious code into the Service. The Customer warrants that it holds and will maintain an active Profitroom Suite subscription on a plan tier that includes the necessary API access, that it has the authority to authorise access to Customer Data, that it will keep API credentials confidential, and that its use of the Service will comply with Applicable Law.
15. Disclaimers
Except for the express warranties above, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, the Provider disclaims any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation. The Provider does not warrant that the Service will produce a specific commercial outcome, that the Autopricer's suggestions will result in a specific revenue lift, or that guest communications will produce specific conversion rates.
16. Indemnification
The Provider will defend the Customer, at its own cost, against any third-party claim alleging that the Service, when used in accordance with this Agreement, infringes a copyright, trademark, patent, or trade secret enforceable in the European Union, and will pay the damages finally awarded by a competent court or agreed in settlement. The Customer will defend the Provider against any third-party claim arising from Customer Data, from the Customer's failure to hold necessary consents, or from the Customer's use of the Service in violation of the Acceptable Use Policy or Applicable Law. The indemnification obligations of each Party are subject to (i) prompt written notice of the claim, (ii) reasonable cooperation of the indemnified Party at the indemnifying Party's expense, and (iii) sole control by the indemnifying Party of the defence and settlement of the claim, subject to the indemnified Party's approval of any settlement that admits liability or requires non-monetary undertakings from it. Each Party's indemnification liability is capped at the fees paid or payable by the Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
17. Limitation of liability
Except for indemnification obligations expressly assumed above and for liability that cannot be limited under Applicable Law, each Party's aggregate liability under or in connection with this Agreement is capped at the fees paid or payable by the Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither Party is liable for indirect loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunities, or any consequential loss, whether arising in contract, tort, or otherwise, even if such loss was foreseeable. Nothing in this section limits liability for damage caused intentionally (wina umyślna) or for personal injury caused by negligence, in accordance with Article 473 § 2 of the Polish Civil Code.
18. Confidentiality
Confidential Information means any non-public information disclosed by one Party to the other and marked as confidential or reasonably understood to be confidential given its nature and the circumstances of disclosure, including commercial terms, technical architecture, pricing strategies, guest data, personnel data, financial data, roadmaps, and audit reports. Each Party will hold the other's Confidential Information in confidence, use it only to perform this Agreement, and disclose it only to its employees, contractors, and professional advisers who are bound by duties of confidentiality substantially as strict as those set out here. The confidentiality obligations survive termination of this Agreement for a period of five (5) years, save that trade secrets remain protected for as long as they retain that character under the ustawa o zwalczaniu nieuczciwej konkurencji.
19. Data processing
The Parties' respective obligations in respect of Personal Data are governed by the Data Processing Addendum available at /legal/dpa, which is incorporated into this Agreement by reference and is binding as if reproduced in full here. Where the Provider processes Personal Data on behalf of the Customer, the Provider acts as processor under Article 28 GDPR. Where the Provider processes Personal Data for its own purposes (for example, billing data of the Customer's finance contacts), the Provider is the controller and the Privacy Notice at /legal/privacy applies.
20. Intellectual property
All rights, title, and interest in and to the Service — including source code, object code, algorithms, workflows, prompts, machine-learning weights, dashboards, documentation, and any derivative works — remain vested in the Provider or its licensors. The Customer receives a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for the duration of the Subscription Term and solely for its internal business purposes. The Customer retains all rights in and to Customer Data.
21. Feedback
The Customer may from time to time propose feature suggestions, corrections, and improvements to the Service. The Provider may implement any such feedback without obligation, restriction, or compensation, and any improvement so implemented becomes part of the Service owned by the Provider. Feedback is provided on a non-confidential basis, unless the Customer expressly marks it as confidential in writing at the time of submission.
22. Force majeure
Neither Party is liable for a failure or delay in performance to the extent that the failure or delay results from an event beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, national strikes, epidemics, government orders, general failures of internet backbone providers, and general failures of upstream cloud infrastructure. The affected Party will notify the other in writing without undue delay, describing the event, its expected duration, and the steps taken to mitigate its impact. Where the event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form for cause without further liability, subject to reconciliation of fees paid and services rendered.
23. Assignment and change of control
Neither Party may assign this Agreement or an Order Form without the prior written consent of the other Party, such consent not to be unreasonably withheld. As an exception, either Party may assign this Agreement without consent to (i) an affiliate under common control, or (ii) a successor by merger, reorganisation, or sale of substantially all of its assets, provided that the successor is not a direct competitor of the other Party in the same business segment. A change of control of the Customer such that a direct competitor of the Provider acquires control gives the Provider the right to terminate the Agreement for cause with sixty (60) days' written notice.
24. Governing law
This Agreement, its formation, and any non-contractual obligation arising out of or in connection with it are governed by the laws of the Republic of Poland, excluding the United Nations Convention on Contracts for the International Sale of Goods.
25. Jurisdiction
Any dispute arising out of or in connection with this Agreement is subject to the exclusive jurisdiction of the Sąd Okręgowy w Warszawie (Regional Court in Warsaw). Before commencing proceedings, the Parties will attempt to resolve the dispute through good-faith negotiations at senior-executive level for a period of at least thirty (30) days from written notice of the dispute, followed, if still unresolved, by voluntary mediation before the Centrum Mediacji przy Konfederacji Lewiatan or another mediator jointly designated by the Parties.
26. Notices
Formal legal notices to the Provider must be sent to Suite Profit Sp. z o.o., ul. Nowogrodzka 42 lok. 11, 00-695 Warszawa, Polska, with a copy by electronic mail to support@suiteprofit.org. Notices to the Customer are validly given to the postal address on the Order Form and to the administrator email address supplied at onboarding. Notices of breach, indemnification, and termination must be given by registered post or courier with acknowledgement of receipt, with a copy by electronic mail. Ordinary operational communications may be exchanged by email.
27. Entire agreement
This MSA, the applicable Order Forms, the Data Processing Addendum, the Acceptable Use Policy, and the Cancellation, Credit and SLA Policy together form the entire agreement between the Parties on the subject matter of the Service and supersede all prior or contemporaneous communications, representations, and proposals, whether written or oral, on that subject matter. Pre-printed conditions on Customer purchase orders are disregarded unless expressly accepted in writing by the Provider.
28. Amendments
The Provider may amend this MSA to reflect changes in Applicable Law, to introduce new Modules, or to strengthen the security posture. Non-material amendments (typographical corrections, cross-reference updates, clarifications that do not diminish Customer rights) may be published without prior notice. Material amendments will be notified in writing at least sixty (60) days before the effective date, and the Customer may terminate the affected Order Forms with notice given before the effective date if it does not accept the amendment. Continued use of the Service after the effective date constitutes acceptance.
29. Severability
If a provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to render it valid and enforceable while preserving the Parties' original commercial intent, and the remaining provisions will continue in full force and effect. The failure of a Party to enforce a right or provision under this Agreement is not a waiver of that right or provision.
30. Contact
Contract administration questions may be addressed to sales@suiteprofit.org. Ordinary support requests may be addressed to support@suiteprofit.org. Billing enquiries may be addressed to billing@suiteprofit.org. Data protection questions may be addressed to the Data Protection Officer, Aleksandra Kwiatkowska, at dpo@suiteprofit.org or privacy@suiteprofit.org. Abuse reports may be addressed to abuse@suiteprofit.org. Suite Profit Sp. z o.o. is registered under KRS 0001102845, NIP 523-456-78-90, REGON 528 145 906, with fully paid-up share capital of PLN 10 000, seated at ul. Nowogrodzka 42 lok. 11, 00-695 Warszawa, Polska.