Software as a Service Agreement

RATEPULSE LTD — SaaS Agreement · v1.1 · Effective 2026-08-19

This Agreement is made between:

(1) RATEPULSE LTD, a company incorporated in England and Wales with company number 17408208 and registered office at 176 Mytchett Road, Mytchett, Camberley, England GU16 6AE (Supplier); and

(2) the customer identified in the applicable Order Form (Customer).

Background

(A) The Supplier has developed a cloud-based revenue intelligence and hotel rate analytics platform known as “RatePulse”, which provides hotel and accommodation businesses with tools for rate shopping, rate comparison, market intelligence, pricing analysis, reporting and related revenue management functionality.

(B) The Customer wishes to use the Services in connection with its hotel, B&B, serviced accommodation or other hospitality business.

(C) The Supplier has agreed to provide, and the Customer has agreed to purchase, the Services subject to this Agreement and the applicable Order Form.

1. Interpretation

1.1 In this Agreement, the following definitions apply:

Agreement: this SaaS Agreement together with the applicable Order Form and any schedules expressly incorporated into it, including the Data Processing Agreement.

Authorised Users: the Customer’s employees, officers, agents, consultants or contractors authorised to use the Services.

Business Day: a day other than Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer Data: information supplied by or on behalf of the Customer for use with the Services, including property information, room information, rate information, occupancy information, booking or performance information and user information.

Documentation: user guides, technical documentation and service information made available by the Supplier from time to time.

Effective Date: the date stated in the Order Form.

Initial Term: the initial subscription period stated in the Order Form.

Order Form: the commercial details of the Customer’s subscription — including the subscription package, price, properties, users and any additional terms — as selected by the Customer at checkout and set out in the confirmation details completed automatically for the Customer at the point of signature. Where these Terms refer to the Order Form, they refer to those confirmed details together with the subscription package published at ratepulse.io and selected by the Customer.

RatePulse Data: aggregated, anonymised, benchmarked or otherwise derived market intelligence, analytics, trends, indices and information generated by the Supplier from the Services, excluding Customer Data in identifiable form.

Services: the RatePulse revenue intelligence, rate shopping, market analytics, reporting and related cloud services described in the Order Form.

Software: the RatePulse software platform, applications, dashboards, algorithms, databases, interfaces and related technology made available by the Supplier.

Subscription Fee: the recurring fee payable by the Customer for the selected subscription package, as published at ratepulse.io and confirmed in the Order Form.

Term: the Initial Term together with any Renewal Periods.

Renewal Period: each renewal period specified in clause 13.

Third-Party Data: data obtained from or through third-party websites, OTAs, booking platforms, PMS providers, channel managers, APIs, data providers or other external sources.

VAT: value added tax chargeable under applicable UK legislation.

1.2 Headings do not affect interpretation. A reference to writing includes email. References to legislation include amendments and replacement legislation.

1.3 If there is any conflict between the Order Form and this Agreement, the Order Form shall take precedence only in respect of the commercial terms expressly stated in it.

2. Grant of right to use the Services

2.1 Subject to payment of the Subscription Fees and compliance with this Agreement, the Supplier grants the Customer a non-exclusive, non-transferable right during the Term to access and use the Services solely for the Customer’s internal business and revenue management operations.

2.2 The Customer shall:

(a) ensure that each Authorised User keeps login credentials confidential and secure;

(b) ensure that Authorised Users use the Services in accordance with this Agreement;

(c) notify the Supplier promptly of any suspected unauthorised access; and

(d) remain responsible for all activity carried out through its accounts.

2.3 The Customer shall not:

(a) copy, reproduce, modify or create derivative works from the Software except as expressly permitted by law;

(b) reverse engineer, decompile or disassemble the Software;

(c) use the Services to build or operate a competing software product;

(d) resell, sublicense, rent, lease or commercially exploit the Services for third parties unless expressly authorised in writing;

(e) share account credentials outside the Customer’s Authorised Users; or

(f) introduce malicious code, viruses or other harmful material into the Services.

2.4 The Supplier may restrict or suspend access where reasonably necessary to protect the Services, other customers, data or security, or where the Customer is materially in breach of this Agreement.

3. Services

3.1 The Supplier shall provide the Services substantially as described in the applicable Order Form.

3.2 The Supplier shall use commercially reasonable endeavours to maintain availability of the Services 24 hours a day, seven days a week, excluding planned maintenance, emergency maintenance, third-party outages and circumstances outside the Supplier’s reasonable control.

3.3 The Supplier may improve, modify or update the Services from time to time provided that it does not materially reduce the core functionality of the Customer’s subscribed package.

3.4 Support shall be provided during the support hours and through the support channels stated in the Order Form or Documentation.

3.5 The Customer acknowledges that rate shopping and market intelligence may depend on Third-Party Data sources. The Supplier does not guarantee that every OTA, competitor, website, rate, room type, availability record or market data point will be available at all times.

4. Revenue intelligence and data sources

4.1 RatePulse is an intelligence and decision-support platform. It is not a guarantee of occupancy, ADR, RevPAR, revenue, profitability or any other commercial result.

4.2 The Customer remains solely responsible for pricing decisions, restrictions, inventory controls, distribution decisions and implementation of any recommendations produced by the Services.

4.3 Data displayed by the Services may be obtained from third-party sources and may be delayed, incomplete, unavailable, estimated or affected by technical limitations of those sources.

4.4 The Supplier may use aggregated and anonymised data to improve the Services, produce market benchmarks, develop analytics and provide industry-level intelligence, provided that such use does not identify the Customer or disclose the Customer’s confidential information.

4.5 Nothing in the Services constitutes financial, legal, tax or investment advice.

5. Customer Data

5.1 The Customer owns all rights, title and interest in Customer Data supplied by the Customer.

5.2 The Customer is responsible for the accuracy, legality and completeness of Customer Data and for ensuring that it has all rights, permissions and consents required to provide such data to the Supplier.

5.3 The Supplier may process Customer Data only to provide, secure, maintain, support and improve the Services and as otherwise permitted by this Agreement or applicable law.

5.4 Where personal data is processed on behalf of the Customer, the Customer shall be the controller and the Supplier shall act as processor, where applicable, in accordance with UK Data Protection Legislation. Those arrangements are set out in the Data Processing Agreement (“DPA”), which forms part of, and is incorporated into, this Agreement.

5.5 The Supplier shall implement appropriate technical and organisational measures appropriate to the nature of the data and risks involved.

5.6 On termination, the Supplier shall, subject to applicable law, provide reasonable assistance for export or return of Customer Data and thereafter delete or anonymise it in accordance with its retention procedures.

6. Third-party providers and integrations

6.1 The Services may integrate with or obtain data from PMS systems, channel managers, OTAs, booking engines, data providers, APIs and other third parties.

6.2 The Customer acknowledges that such third-party systems are outside the Supplier’s control. The Supplier shall not be liable for interruptions, changes, restrictions, rate limitations, API changes, data inaccuracies or discontinued access caused by a third party.

6.3 Where an integration requires credentials, API access or permissions from the Customer, the Customer shall provide and maintain those credentials and permissions, and warrants that it is entitled to grant the Supplier the resulting access.

6.4 The Supplier may discontinue or replace a third-party data source where reasonably necessary and may provide an alternative source or functionality where commercially practicable.

7. Supplier’s obligations

7.1 The Supplier warrants that the Services will be provided with reasonable skill and care.

7.2 The Supplier shall maintain reasonable security measures designed to protect the Services and Customer Data against unauthorised access.

7.3 If the Services materially fail to conform to the Documentation, the Supplier shall use reasonable endeavours to correct the relevant non-conformance.

7.4 The Supplier does not warrant that the Services will be uninterrupted, error-free, completely accurate, or that every market source will be available at all times.

7.5 The Supplier does not warrant that the use of the Services will produce any particular revenue, occupancy, ADR, RevPAR, profit or commercial outcome.

8. Customer’s obligations

8.1 The Customer shall:

(a) provide accurate information required to configure the Services;

(b) provide reasonable cooperation and access required for integrations;

(c) ensure that Authorised Users comply with this Agreement;

(d) maintain appropriate network, device and account security;

(e) comply with applicable laws and regulations;

(f) maintain all necessary rights and permissions for data supplied to RatePulse; and

(g) use the Services only for lawful business purposes.

8.2 The Customer is responsible for reviewing data and recommendations before implementing pricing or commercial decisions.

9. Charges and payment

9.1 The Customer shall pay the Subscription Fee stated in the Order Form.

9.2 Unless otherwise stated in the Order Form, fees shall be invoiced monthly in advance and shall be payable within 7 days of the invoice date by direct debit, card or other agreed payment method.

9.3 Subscription Fees are exclusive of VAT, which shall be added at the applicable rate.

9.4 Fees are non-cancellable and non-refundable except where expressly stated otherwise in this Agreement.

9.5 If payment remains overdue for more than 14 days, the Supplier may suspend access to the Services after giving written notice.

9.6 The Supplier may charge reasonable costs of recovery and interest on overdue sums to the extent permitted by applicable law.

9.7 If the Customer adds properties, rooms, users, modules or other chargeable services during the Term, the applicable additional fees shall be added to the next invoice or charged pro rata as stated in the Order Form.

10. Subscription packages and pricing

10.1 The Services are offered in subscription packages — currently Basic, Pro, Pro+ and Enterprise. The package names, prices, included features, number of properties, room coverage, users, rate-shopping frequency, market sets, integrations and reporting functionality are those published at ratepulse.io and confirmed in the Order Form at the time of purchase or renewal. Enterprise is priced bespoke and agreed in writing. The price applicable to the Customer is the price stated in the Order Form.

10.2 The Supplier may introduce additional paid modules or services. No additional fee shall apply to the Customer unless accepted by the Customer or expressly provided for in the Order Form.

10.3 The Supplier may review pricing at renewal by giving at least 60 days’ written notice. If the Customer does not wish to accept a material increase, it may terminate the subscription to take effect at the end of the current Term by giving at least 30 days’ written notice.

11. Intellectual property rights

11.1 The Supplier and its licensors own all intellectual property rights in the Software, Services, Documentation, algorithms, designs, databases, interfaces, reports, methodologies and RatePulse Data.

11.2 Except for the limited right to use the Services granted under this Agreement, no intellectual property rights are transferred to the Customer.

11.3 The Customer retains ownership of its Customer Data.

11.4 The Customer grants the Supplier a limited, non-exclusive right to process Customer Data as necessary to provide the Services.

11.5 Nothing prevents the Supplier from developing or providing similar services to other customers.

12. Confidentiality

12.1 Each party shall keep the other party’s Confidential Information confidential and shall use it only for purposes connected with this Agreement.

12.2 Confidential Information does not include information that is public other than through breach, already lawfully known, lawfully received from a third party, or independently developed without use of the other party’s Confidential Information.

12.3 Confidentiality obligations shall survive termination of this Agreement.

12.4 The Customer acknowledges that the Software architecture, algorithms, pricing methodology, product roadmap and non-public features of RatePulse constitute the Supplier’s Confidential Information.

13. Term and renewal

13.1 The Agreement begins on the Effective Date and continues for the Initial Term stated in the Order Form.

13.2 Unless otherwise stated in the Order Form, the Agreement shall automatically renew for successive 12-month Renewal Periods.

13.3 Either party may prevent renewal by giving at least 30 days’ written notice before the end of the Initial Term or then-current Renewal Period.

13.4 The parties may agree a different Initial Term, Renewal Period or notice period in the Order Form.

14. Termination

14.1 Either party may terminate this Agreement immediately by written notice if the other party:

(a) commits a material breach which cannot be remedied;

(b) commits a remediable material breach and fails to remedy it within 14 days after written notice;

(c) becomes insolvent or enters an insolvency process; or

(d) ceases or threatens to cease carrying on a substantial part of its business.

14.2 The Supplier may suspend or terminate access for persistent non-payment following written notice.

14.3 Termination shall not affect rights and liabilities accrued before termination.

15. Consequences of termination

15.1 On termination, the Customer’s right to access the Services shall cease.

15.2 Subject to payment of outstanding sums, the Supplier shall provide reasonable assistance to export Customer Data in a commonly used format where technically available.

15.3 The Supplier may delete Customer Data after a reasonable retention period following termination, subject to applicable legal obligations.

15.4 Amounts properly due up to the termination date shall remain payable.

15.5 Unless the Customer terminates due to an uncured material breach by the Supplier, prepaid subscription fees shall not be refundable.

16. Limitation of liability

16.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot legally be excluded.

16.2 Subject to clause 16.1, the Supplier shall not be liable for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or indirect or consequential loss.

16.3 The Customer acknowledges that revenue management decisions remain the Customer’s responsibility and that the Supplier is not responsible for trading losses arising from pricing or distribution decisions made using the Services.

16.4 Subject to clause 16.1, the Supplier’s aggregate liability arising out of or in connection with this Agreement shall not exceed the total Subscription Fees actually paid by the Customer to the Supplier during the 12 months immediately preceding the event giving rise to the claim.

17. Indemnity

17.1 The Customer shall indemnify the Supplier against third-party claims arising from the Customer’s unlawful use of the Services, breach of data rights, or Customer Data supplied by the Customer, except to the extent caused by the Supplier’s breach of this Agreement.

17.2 The Supplier shall defend the Customer against a third-party claim that the Software, when used as permitted under this Agreement, infringes UK intellectual property rights, subject to prompt notice and reasonable cooperation by the Customer.

17.3 The Supplier may modify, replace or procure continued use of the affected functionality, or terminate the affected Service and refund any prepaid fees relating to the unused period.

18. Force majeure

18.1 Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including internet or telecommunications failure, cyber incidents not caused by its negligence, power failure, fire, flood, industrial disputes, governmental action, war, civil disturbance, natural disaster or failure of a critical third-party service.

18.2 If a force majeure event continues for more than 90 days and materially prevents performance, either party may terminate the affected Services by written notice.

19. Data protection

19.1 Each party shall comply with applicable UK data protection and privacy legislation.

19.2 Where RatePulse acts as a processor, the parties shall comply with the requirements applicable to processors and controllers under the UK GDPR and Data Protection Act 2018. Those requirements are set out in the Data Processing Agreement, which forms part of this Agreement. Where this section and the DPA disagree on a matter of data protection, the DPA prevails.

19.3 The Supplier may use appropriate sub-processors to host, maintain, secure and deliver the Services, remaining responsible for their compliance with applicable processor obligations.

19.4 Details of material sub-processors and security measures may be provided in the Supplier’s privacy or security documentation.

20. Variation

20.1 No material amendment to this Agreement shall be effective unless made in writing and agreed by authorised representatives of the parties.

20.2 The Supplier may make reasonable updates to the Documentation, technical specifications and operational procedures provided such changes do not materially reduce the core functionality of the Services.

21. Assignment

21.1 The Customer may not assign or transfer this Agreement without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.

21.2 The Supplier may assign or transfer this Agreement as part of a corporate reorganisation, sale of the business or transfer of the Services, provided that the assignee assumes the Supplier’s obligations.

22. General

22.1 No partnership, agency or joint venture is created by this Agreement.

22.2 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall remain effective.

22.3 A waiver must be given in writing and shall not constitute a continuing waiver.

22.4 This Agreement and the applicable Order Form constitute the entire agreement between the parties concerning the Services and supersede prior discussions and understandings concerning their subject matter.

22.5 Nothing in this Agreement limits liability for fraud.

23. Notices

23.1 Notices shall be in writing and sent by email to the designated contract contact or by recorded delivery to the registered office or address stated in the Order Form.

23.2 Notices sent by email shall be deemed received on the next Business Day unless the sender receives an automated failure notification.

24. Governing law

24.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

25. Jurisdiction

25.1 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement, subject to any mandatory rights available to either party under applicable law.

Order Form and execution

The Customer’s Order Form — legal name, company number, property, property address, subscription plan, price and start date — is completed automatically for the signing Customer in the confirmation document presented at signature, and the Customer’s electronic signature and the date of signature are captured there. That confirmation document, together with the subscription package selected by the Customer at checkout, forms the Order Form for the purposes of this Agreement. An electronic signature captured through RatePulse’s signing process has the same effect as a signature made by hand.

Contact

Questions about this Agreement: legal@ratepulse.io

Version history

• 2026-08-19 — v1.1, replaced the pre-incorporation Supplier placeholders with RATEPULSE LTD’s registered name, company number and registered office, and aligned the RatePulse trading name throughout.
• 2026-08-08 — v1.0, adopted the full Software as a Service Agreement (25 clauses plus Interpretation and Background), replacing the earlier lighter Terms of Service. Prices are stated by reference to the published packages and the per-customer Order Form rather than hard-coded, so the single published price list remains the only source of the figure a customer is charged. The Order Form and signature block are completed automatically in the confirmation document at signing; the Data Processing Agreement is bundled into the same signing ceremony and incorporated by clauses 5 and 19.
• Earlier drafts (v0.1–v0.4, 2026-04-26 to 2026-08-06) were the preceding Terms of Service and are superseded by this Agreement.