Terms of Service

1. Definitions

These Terms of Service ("Terms") govern access to and use of the Service provided by Arete Logistics sp. z o.o. ("Arete Logistics", "Provider", "we", "us", or "our"), a limited liability company incorporated under the laws of Poland, with its registered office at Jeździecka 11a, 30-698 Kraków, Poland, entered in the National Court Register (KRS) under number 0000958703, NIP 6793234479, REGON 521397362. By accessing or using the Service, the Customer agrees to be bound by these Terms in their entirety.

Arete Logistics is the sole operator of the MigoAI platform accessible at migoai.host. The following definitions apply throughout these Terms:

• "Platform" — the MigoAI web application, APIs, and supporting technical infrastructure operated by the Provider.
• "Service" — the Platform together with all features, integrations, AI capabilities, and support made available to the Customer under an active subscription.
• "Customer" ("you", "your") — the natural person or legal entity granted access to and using the Service.
• "Content" — any data or materials the Customer provides to the Service, and any data generated or received through the Service on the Customer's behalf, including property details, operational instructions, reservation data, and guest communications.
• "Authorised User" — any individual granted access to the Service under the Customer's account.
• "Subscription Agreement" — any separate written agreement between the Provider and the Customer governing the provision of the Service, including all attachments and documents incorporated by reference.
• "Confidential Information" — any non-public information disclosed by either party to the other in connection with the Service that is designated as confidential or would reasonably be understood to be confidential.

Capitalised terms used but not defined in these Terms have the meanings given in the Subscription Agreement. References to sections are to sections of these Terms unless otherwise stated. Headings are for convenience only and do not affect interpretation.

2. Scope and Acceptance

Access to and use of the Service is conditional upon acceptance of these Terms and the Provider's Privacy Policy, which together govern the relationship between the Customer and the Provider. By accessing or otherwise using the Service, the Customer agrees to be bound by these Terms in their entirety. Any use of the Service by a Customer who does not accept these Terms is unauthorised.

The Customer represents and warrants that: (a) the individual accepting these Terms is at least 18 years of age or the age of legal majority in their jurisdiction; (b) the Customer has the legal capacity to enter into a binding agreement; and (c) if the individual is accepting on behalf of a legal entity, that individual has full authority to bind the entity to these Terms.

These Terms operate alongside the Subscription Agreement between the Customer and the Provider. To the extent of any inconsistency, the Subscription Agreement takes precedence.

3. Services

MigoAI is an AI-powered guest communication platform for the hospitality industry. The Service includes, without limitation:

• Automated AI-generated messaging with guests via integrated property management systems (PMS) and channel managers
• A management dashboard for monitoring conversations, reservations, and property data
• Integration with third-party property management systems (PMS) and channel managers
• Such additional features, tools, or modules as the Provider may make available to the Customer under the applicable subscription

The Service is provided on a software-as-a-service (SaaS) basis. The Provider continuously develops and improves the Service and may add, modify, or discontinue features at its sole discretion. Where a change materially reduces the core functionality available under the Customer's subscription, the Provider will provide reasonable advance notice.

The Service does not constitute legal, financial, tax, or professional hospitality advice. The Customer remains solely responsible for all business decisions made in connection with its use of the Service.

4. Account Registration and Security

Access to the Service requires an account provisioned by the Provider or created via an invitation issued by the Customer's organisation administrator. The Customer must ensure that all account information is accurate, complete, and kept current at all times. The Provider reserves the right to request additional information or documentation to verify the Customer's identity or organisational authority.

The Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under its account, including activity by its Authorised Users. Credentials are personal to each Authorised User and must not be shared. The Customer must promptly notify the Provider at [email protected] upon becoming aware of any unauthorised access to or use of its account.

The Provider reserves the right to suspend or restrict access to any account where it reasonably believes credentials have been compromised, the account is being used in violation of these Terms, or suspension is required to comply with applicable law.

5. Acceptable Use

The Customer agrees to use the Service only for its intended purpose and in compliance with all applicable laws, regulations, and these Terms. Without limiting the foregoing, the Customer agrees to:

• Provide accurate and current property information, rules, and operational instructions to enable the AI to generate reliable responses
• Comply with the terms and policies of any third-party property management systems, channel managers, or booking platforms connected to the Service
• Review and act on system notifications regarding AI-generated communications that may require manual intervention

The Customer must not, and must ensure that its Authorised Users do not:

• Violate any applicable law, regulation, or third-party right
• Send or cause the Service to send unsolicited, misleading, discriminatory, or fraudulent communications to guests
• Provide false, misleading, or deceptive property information that would cause the AI to generate inaccurate communications
• Interfere with, disrupt, or place unreasonable load on the Service or its infrastructure
• Introduce malicious code, viruses, or otherwise harmful content into the Service
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Resell, sublicense, or otherwise make the Service available to any third party without the Provider's prior written consent
• Access the Service by automated means other than through the Provider's published interfaces
• Circumvent or attempt to circumvent any access controls, rate limits, or security measures implemented by the Provider
• Use the Service, its outputs, or any data derived therefrom to develop, train, or improve a competing product or service

The Provider may suspend the Customer's access without prior notice if the Customer's use poses an immediate security risk to the Service or its users, constitutes a material violation of these Terms, or if suspension is required to comply with applicable law or a court order.

6. AI-Generated Content

6.1 Nature of AI Operations

The Service employs artificial intelligence to generate and deliver communications to guests on the Customer's behalf, based on property data, rules, and instructions configured by the Customer. The AI does not execute booking modifications, process payments, or take any action with legal or financial effect. The AI identifies itself as an artificial intelligence assistant in its initial communication with each guest, in accordance with applicable transparency requirements.

6.2 Customer Responsibilities

The Customer is responsible for keeping property details, rules, and instructions accurate and up to date so that the AI operates on correct data. The Customer retains full control over the AI and may pause or disable automated responses at any time and reply to guests manually. The Customer is expected to review notifications from the Service and take action where human involvement is required.

6.3 Limitations and Disclaimers

While the Provider strives for high-quality AI responses, AI technology is inherently probabilistic and outputs may not always be perfectly accurate. AI outputs are generated on the Customer's behalf and do not represent the views or endorsement of the Provider. The Provider does not guarantee uninterrupted AI availability.

6.4 Changes to AI Capabilities

The Provider continuously improves the Service and may update AI models and capabilities as part of that process. Customer Content and guest data are never used to train AI models.

Liability in connection with AI-generated content is subject to the limitations set out in Sections 14 and 15.

7. Third-Party Integrations

The Service relies on third-party providers — including property management systems (PMS), channel managers, booking platforms, AI processing services, hosting infrastructure, and other technology partners — to deliver its functionality. By enabling an integration, the Customer authorises the Provider to exchange data with that service to the extent necessary to deliver the Service. The Customer is responsible for maintaining valid credentials with each connected provider and for complying with their terms.

Third-party services operate independently and are governed by their own terms. The Provider is not liable for disruptions, errors, or data-handling practices of any third-party service, and such events do not constitute a breach of these Terms. The Provider may add or remove support for specific integrations with reasonable notice.

8. Customer Data

The Customer retains all ownership rights in its Content. By using the Service, the Customer grants the Provider a non-exclusive licence to use, process, and store that Content solely to deliver, maintain, and improve the Service. This licence ends when the Content is deleted in accordance with these Terms.

The Customer warrants that all Content provided to the Service — including any personal data of guests or third parties — is provided with the necessary rights and consents.

The Provider may derive aggregated, anonymised statistics from Service usage for purposes such as service improvement and industry benchmarking. Such statistics never identify the Customer or any individual.

Data processing obligations between the parties — including scope, sub-processors, security measures, breach notification, and data return — are governed by the Subscription Agreement. In the event of a personal data breach affecting Customer Data, the Provider will notify the Customer without undue delay and within 72 hours of becoming aware of the breach.

For details on how personal data is collected, used, and protected, see the Privacy Policy.

9. Security

The Provider maintains appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration, or destruction, in accordance with industry best practices.

The Provider will not materially reduce the level of security afforded to Customer Data during the subscription term. While no system can guarantee absolute security, the Provider is committed to continuously improving its security posture. Details regarding specific security practices are available upon written request.

10. Intellectual Property

10.1 Ownership

All intellectual property rights in the Service — including its software, design, trademarks, and branding — belong exclusively to Arete Logistics or its licensors. These Terms do not transfer any intellectual property rights to the Customer.

10.2 Licence

The Provider grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription period, subject to these Terms. The Customer may not copy, modify, distribute, sell, sublicense, or create derivative works from the Service. All rights not expressly granted are reserved.

10.3 Feedback

Any suggestions or feedback the Customer provides regarding the Service may be freely used by the Provider to improve the Service or any other product, without obligation of attribution or compensation. This does not extend to Customer Content, Confidential Information, or personal data. All improvements to the Service, regardless of origin, remain the exclusive property of Arete Logistics.

11. Service Availability

The Provider strives to maintain continuous availability of the Service but does not guarantee uninterrupted or error-free operation. Occasional downtime may occur for maintenance or due to circumstances beyond the Provider's reasonable control (see Section 18). The Provider will give advance notice of planned maintenance where practicable.

Any specific uptime or service-level commitments are set out in the Subscription Agreement, which takes precedence over this Section.

12. Fees and Payment

Access to the Service requires a paid subscription. Pricing, billing terms, and renewal conditions are set out in the Subscription Agreement. Unless otherwise agreed, subscriptions renew automatically at the end of each billing period.

All fees are exclusive of applicable taxes. The Customer is responsible for any taxes arising from use of the Service. The Provider may adjust pricing with at least 30 days' written notice before the next billing period. Unless the Subscription Agreement provides otherwise, fees are non-refundable. Unpaid fees may result in suspension or termination of access.

The Provider may offer a complimentary trial period of up to 14 days. During a trial, the Service is provided without service-level commitments and the Provider may end the trial at any time. Access is suspended at the end of the trial unless the Customer enters into a Subscription Agreement.

13. Term and Termination

Subscription term and renewal conditions are governed by the Subscription Agreement. The Provider may suspend or terminate access immediately if:

• The Customer materially breaches these Terms and fails to remedy the breach within 14 days of written notice
• Fees remain unpaid for more than 7 days after written notice of non-payment
• The Customer's use poses a security risk to the Service or other users
• Continued provision would cause the Provider to violate applicable law

On termination: (a) access to the Service is deactivated and AI-generated responses cease; (b) the Customer remains liable for fees accrued before the termination date; and (c) each party must return or destroy the other's Confidential Information, except where retention is required by law.

The Customer may request a data export within 30 days of termination. After 90 days, the Customer's account and associated personal data are permanently deleted, except where retention is required by law. For details, see the Privacy Policy.

Sections 6, 8–10, 12, and 14–21 survive termination of these Terms.

14. Warranty Disclaimer

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind — express, implied, or statutory. The Provider does not warrant uninterrupted or error-free operation, any particular defect-correction timeframe, the accuracy of AI-generated content, or the availability of third-party integrations.

15. Limitation of Liability

To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages — including loss of revenue, profits, data, or business opportunity — regardless of the legal theory or whether the party was advised of the possibility.

The Provider's total aggregate liability under these Terms will not exceed the fees paid by the Customer during the 12 months preceding the event giving rise to the claim. This cap does not apply to payment obligations (Section 12), indemnification (Section 16), or breach of confidentiality (Section 17).

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence.

16. Indemnification

16.1 Customer Indemnification

The Customer will indemnify and hold harmless Arete Logistics and its personnel from any third-party claims, losses, and expenses (including legal fees) arising from:

• Breach of these Terms or the Subscription Agreement
• Content or instructions provided to the Service, including intellectual property infringement claims
• Disputes with guests, including those arising from AI-generated communications sent on the Customer's behalf
• Violation of applicable law

16.2 Provider Indemnification

The Provider will indemnify the Customer against any third-party claim that the Service, used in accordance with these Terms, infringes that party's intellectual property rights. This does not apply where the claim arises from: (a) unauthorised modifications to the Service; (b) combination of the Service with third-party products; (c) use in violation of these Terms; or (d) continued use of a superseded version after a non-infringing update was made available.

16.3 Procedure

The indemnified party must promptly notify the other in writing, cooperate in the defence, and grant the indemnifying party sole control of the defence and any settlement. No settlement may impose obligations on the indemnified party without prior written consent.

17. Confidentiality

Each party may receive Confidential Information from the other in connection with the Service. The receiving party agrees to: (a) use such information only to fulfil its obligations under these Terms; (b) protect it with no less than reasonable care; (c) limit access to personnel and advisors who need it and are bound by equivalent confidentiality obligations; and (d) not disclose it to third parties, except where required by law — in which case the receiving party will notify the disclosing party where legally permitted.

These obligations do not apply to information that is publicly available, was already known to the receiving party, was independently developed, or was lawfully obtained from a third party without restriction.

Confidentiality obligations survive for three (3) years after termination of these Terms and apply in addition to any confidentiality provisions in the Subscription Agreement.

18. Force Majeure

Neither party is liable for failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemics, government actions, sanctions, cyberattacks, or infrastructure failures ("Force Majeure Event").

The affected party must notify the other promptly and take reasonable steps to mitigate the impact. If a Force Majeure Event persists for more than 90 days, either party may terminate the subscription on written notice.

19. Trade Compliance

The Customer agrees to comply with all applicable sanctions, export control, and trade regulations, including those of the European Union and the United States. The Customer warrants that neither the Customer nor any of its Authorised Users is located in a sanctioned territory or appears on any applicable restricted-party or sanctions list.

20. General Provisions

20.1 Entire Agreement

These Terms, the Subscription Agreement, and the Privacy Policy constitute the entire agreement between the parties and supersede all prior communications on the subject matter.

20.2 Severability

If any provision is held unenforceable, the remaining provisions remain in effect. The unenforceable provision will be modified to the minimum extent necessary to preserve the parties' original intent.

20.3 Waiver

Failure to exercise a right under these Terms does not waive that right. Any waiver must be in writing.

20.4 Assignment

The Customer may not assign these Terms without the Provider's written consent. The Provider may assign these Terms in connection with a merger, acquisition, or sale of its business, provided the assignee assumes all obligations under these Terms.

20.5 Notices

Notices to the Customer are sent to the account email address. Notices to the Provider must be sent to the address in Section 23.

20.6 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

20.7 No Third-Party Beneficiaries

These Terms do not confer any rights upon third parties.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of Poland. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The parties will attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, the dispute will be submitted to the exclusive jurisdiction of the courts in Kraków, Poland.

22. Changes to These Terms

The Provider may update these Terms from time to time. Material changes will be communicated by email at least 30 days in advance. Minor corrections and clarifications take effect immediately upon posting.

Continued use of the Service after a material change takes effect constitutes acceptance. The Customer may instead terminate the subscription within 30 days of receiving notice. The date at the top of this page reflects the most recent revision.

23. Contact

Questions about these Terms can be directed to: