DMCE.ai (the “Service”) is a B2B software-as-a-service product provided by [Legal entity TBC] (“DMCE.ai”, “we”, “us”). The Service helps Destination Management Companies build, price, and present travel quotes faster.

These Terms govern your access to and use of the Service. By signing an order form or using the Service, you (the “Customer”) agree to be bound by them.

The Service is intended for businesses operating as Destination Management Companies or in adjacent travel operations. You must be at least 18 years old and acting on behalf of your company.

You are responsible for keeping your access credentials secure and for the activity of every user you authorize on the Service.

The Operator Plan is €2,500 per month, billed annually in advance, beginning on the order-form effective date. Onboarding is included.

Subscriptions auto-renew for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the renewal date.

We may adjust pricing at renewal with at least 60 days' written notice. VAT and similar taxes are added where required.

If an invoice is more than 30 days overdue, we may suspend the Service after a written warning. We will not delete Customer Data while a payment dispute is being resolved in good faith.

You agree not to:

• Use the Service to break the law or infringe anyone's rights.
• Reverse-engineer, decompile, or attempt to extract the source code or training data of the Service.
• Resell or sublicense the Service except as expressly permitted.
• Upload malware or interfere with the Service's operation.
• Use the Service to send unsolicited commercial communications.

You own your Customer Data. Supplier records, itineraries, pricing rules, archive content, and anything else you upload remain your property. We process Customer Data on your behalf, under contract, in accordance with our Data Processing Agreement.

We retain ownership of the Service itself, including its underlying software, models, and aggregated, de-identified usage data used to operate and improve the Service.

On termination, we will export Customer Data in a structured, machine-readable format on written request within 30 days and delete it within a further 60 days, subject to backup-rotation schedules and any applicable legal obligation.

Each party will protect the other's confidential information with the same standard of care it uses for its own - at minimum reasonable care - and use it only to perform under these Terms.

Customer Data is treated as your confidential information. The Service's commercial terms, pricing, and roadmap are treated as our confidential information.

We target 99.9% monthly uptime, excluding scheduled maintenance windows announced at least 48 hours in advance and force majeure events.

If we miss the target in any month, we will credit the affected portion of the monthly fee against the next renewal, on written request within 30 days.

Priority support is included in the Operator Plan. Severity-1 issues (Service unavailable) are responded to within 1 business hour during business hours and 4 hours outside them.

The initial term is 12 months from the order-form effective date.

Either party may terminate for material breach not cured within 30 days of written notice. We may terminate for non-payment after the grace period set out in §3 above.

On termination for any reason, your access to the Service ends; we will export and delete Customer Data per §5 above.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of these Terms.

Each party's aggregate liability for direct damages is capped at the fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

The caps in this section do not apply to: (a) breach of confidentiality, (b) infringement of the other party's intellectual property rights, or (c) Customer's payment obligations.

We will defend you against third-party claims that the Service infringes a valid intellectual property right, and pay damages and costs finally awarded, provided you give us prompt notice and reasonable cooperation.

You will defend us against third-party claims arising from your Customer Data or your use of the Service in breach of these Terms, on the same conditions.

These Terms are governed by the laws of [Jurisdiction TBC], without regard to conflict-of-laws principles.

Before filing a claim, the parties will try in good faith to resolve any dispute through senior-level discussion within 30 days of written notice.

Any unresolved dispute will be submitted to the exclusive jurisdiction of the courts of [Jurisdiction TBC], except that either party may seek injunctive relief in any court of competent jurisdiction.

We may update these Terms from time to time. Material changes are notified to active customers by email at least 30 days before they take effect.

The current version is always at /terms. The Data Processing Agreement is at /dpa.