General Terms and Conditions (GTC)

§ 1 Scope

(1) These General Terms and Conditions ("GTC") apply to all contracts between Zimrly UG (haftungsbeschränkt), Aubachstrasse 107, 56567 Neuwied, registered in the commercial register of Amtsgericht Montabaur under HRB 31381 (hereinafter "zimrly" or "Provider") and entrepreneurs within the meaning of § 14 BGB ("Customer") concerning use of the Software-as-a-Service platform provided under zimrly.

(2) The platform is exclusively aimed at entrepreneurs. Consumers within the meaning of § 13 BGB are not contractual partners.

(3) Deviating, conflicting or supplementary general terms and conditions of the Customer do not become part of the contract unless the Provider expressly agrees to their applicability in text form.

§ 2 Subject Matter of the Contract

(1) zimrly provides the Customer with a cloud-based Property Management System ("PMS") for accommodation businesses. The scope includes reservation and room management, a channel manager, a direct booking engine, invoicing and payment workflows, guest communication, housekeeping and operational reporting.

(2) The contractual scope is determined by the service description applicable when the contract is concluded. Functions of the complete zimrly PMS are included in the subscribed plan. Usage-based third-party or consumption costs, particularly for AI, telephony, messaging, payment processing or external providers, are charged only where disclosed and used or commissioned by the Customer.

(3) Connections to other PMS products, accounting software or other third-party providers are optional. They may be used for a gradual switch or to retain selected systems; zimrly does not require another PMS to operate.

(4) zimrly reserves the right to develop, supplement or adapt functions, provided that the purpose of the contract is not significantly impaired. Material changes will be communicated to the Customer in good time.

§ 3 Conclusion of Contract, Trial Phase

(1) A usage agreement between zimrly and the Customer is concluded upon registration of an account and confirmation of the registration data.

(2) A free 30-day trial starts immediately upon registration. No credit card is required to start the trial. The trial runs regardless of whether the Customer books an optional onboarding call.

(3) Subsequent paid use is booked via the Stripe-hosted checkout page. By clicking "Order now subject to payment", the Customer authorises payment for the displayed plan. Any remaining trial days are taken into account when the subscription is activated.

§ 4 Prices and Payment

(1) The prices displayed in the portal at the time of booking apply. All prices are exclusive of statutory value-added tax (net prices). Unless otherwise agreed or displayed in the portal, the standard price is €99 net per month for up to ten rooms or units; each additional unit costs €8 net per month.

(2) Billing is performed — depending on the billing interval selected by the Customer in the portal — monthly or annually in advance via the payment method stored in the account. With annual prepayment, the Customer receives the annual discount shown in the portal; the minimum term in this case corresponds to the prepaid annual period (see § 8). Receipts are provided in the portal or via the payment service provider.

(3) In the event of payment default, zimrly is entitled to restrict use of the platform after reminder (read-only mode) or to suspend it. Further statutory rights remain unaffected.

(4) zimrly reserves the right to adjust prices; such adjustments will be communicated to the Customer at least 30 days in advance by email. In this case, the Customer has a special right of termination effective as of the date the price adjustment takes effect.

§ 5 Customer Obligations

(1) The Customer is obliged to:

• provide and keep up to date accurate and complete master data (company name, address, VAT ID, authorised representative, invoicing email);
• keep their access credentials secret and not make them accessible to third parties;
• ensure that they are authorised under data protection law to process the guest data transmitted via the platform (controller within the meaning of the GDPR);
• accept or sign the Data Processing Agreement (DPA) in the portal before processing personal guest data;
• use the platform only within the scope of its intended purpose.

§ 6 Availability, Maintenance

(1) zimrly provides the platform with a target annual availability of 99.0 %. Excluded are announced maintenance windows as well as downtime at sub-processors (in particular Supabase, Vercel, Stripe, Brevo, Sentry) or at third-party providers separately connected by the Customer (e.g. 360dialog for WhatsApp, 3rpms or apaleo as PMS, a separate accounting provider such as lexoffice / sevdesk / QuickBooks), which lie outside zimrly's control.

(2) zimrly will, where possible, perform maintenance work outside usual business hours and inform the Customer in advance where an interruption is to be expected.

§ 7 Data Protection, Order Processing

(1) Insofar as zimrly processes personal data on behalf of the Customer in the course of providing the platform, the parties shall enter into a Data Processing Agreement (DPA) pursuant to Article 28 GDPR. The DPA is provided in the portal as a template; acceptance is possible in the portal or alternatively in writing.

(2) With regard to data processed by zimrly as an independent controller, the currently valid privacy notice applies.

§ 8 Term, Termination

(1) The usage agreement is concluded for an indefinite period. With monthly billing, either party may terminate it with one month's notice to the end of the month, but no earlier than the end of an already invoiced billing month. With annual prepayment (§ 4 (2)), the minimum term ends with expiry of the prepaid annual period; ordinary termination becomes effective at that point. A pro-rata refund of annual fees already paid is excluded to the extent permitted by law.

(2) The right to terminate without notice for good cause remains unaffected. For zimrly, good cause exists in particular in case of repeated payment default or serious breaches of contract.

(3) Terminations must be in text form (email is sufficient). A termination via the portal ("delete account") is treated as equivalent.

(4) After the end of the contract, personal data will be deleted or anonymised in accordance with the periods described in the internal deletion concept and the privacy notice.

§ 9 Liability

(1) zimrly is liable without limitation for intent and gross negligence as well as under the German Product Liability Act. In the event of slight negligence, zimrly is only liable for breach of material contractual obligations (cardinal duties); in such cases liability is limited in amount to the foreseeable damage typical for this type of contract.

(2) zimrly is only liable for data loss to the extent that the damage could not have been avoided by proper data backup on the part of the Customer, provided that such backup was reasonable for the Customer.

(3) The above limitations of liability do not apply in case of injury to life, body or health.

§ 10 AI-Powered Functions, Customer Obligations

(1) zimrly offers functions based on generative artificial intelligence (in particular "chatbot-mistral" for automated replies to guest emails as well as the AI-powered suggestion function in the Reviews and OTA Messages hub). These functions are disabled by default and must be explicitly activated and configured by the Customer.

(2) Upon activation of an AI-powered function, the Customer undertakes:

• to transparently describe the use of AI-powered communication in their own privacy notice (in particular purpose, provider, legal basis, retention period); zimrly provides a sample text for this purpose;
• to inform their guests, before triggering the first AI-generated reply, in accordance with Article 13 GDPR and Article 50 of EU Regulation 2024/1689 ("AI Act") about the automated communication; with auto-send mode active, zimrly additionally fulfils this disclosure obligation through a fixed disclaimer in the email body and a subject tag ("[Automatische Antwort]" or "[Automated Reply]"). This notice is legally required and cannot be disabled by the Customer;
• to ensure that there is a legal basis for the processing of guest inquiries by the AI (Article 6 (1) lit. b or f GDPR);
• not to use the bot for purposes that the AI Act classifies as prohibited (Article 5) or as high-risk (Annex III) (in particular no credit scoring, no personnel decisions, no biometric identification);
• to respect the cost and frequency limits provided in the portal (budget cap, message cap, loop guard) and to refrain from manipulation or circumvention attempts.

(3) zimrly maintains a list of the sub-processors used for AI functions (in particular Mistral AI SAS, Paris) in Annex 2 of the Data Processing Agreement. Changes to this list — in particular the addition of new providers or a change of the AI foundation model provider — will be communicated to the Customer at least 30 days before taking effect by email to the billing or data protection address on file; within this period, the Customer may object to the change. In the event of an objection, both parties are entitled to extraordinary termination of the affected AI function.

(4) zimrly provides on request more in-depth documentation on risk analysis, protective measures and competence evidence (data protection impact assessment, AI literacy memo).

§ 11 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Neuwied, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Should individual provisions of these GTC be invalid, the contract shall otherwise remain valid. In place of the invalid provision, the statutory regulation shall apply.