Service terms

Version 4.0
Previous version

Effective 15 March, 2026

i. Summary and Acceptance of Material Changes (v4.0 vs v3.2)

This version (v4.0) replaces the prior version (v3.2). The following summary outlines the main functional, procedural, and material changes introduced in v4.0, ranked from highest to lower expected importance. It is provided for convenience only and does not form an exhaustive list of all changes.

1. Clarification of Clock Group, contracting entities, and change of contracting party. v4.0 clarifies the composition of Clock Group, the respective roles of its entities, and the fact that Klok Corp is the principal owner and provider of the Service, while other Clock Group entities may act as contracting entities. v4.0 further clarifies Clock’s right to change the contracting entity within Clock Group (including consolidation of the contractual relationship directly with Klok Corp), without affecting the continuity, fees, scope, or functionality of the Service.
2. Support policy strengthened; fair-use framework introduced.v4.0 formalizes official support channels and introduces a fair-use/non-fair use of Support framework. Non-Fair Use of Support may be concluded where support is repeatedly used for routine “how-to” guidance already covered in documentation or prior replies, where requests repeatedly re-ask without implementing recommendations, where support is used for coaching, consulting, or operational monitoring, or where recurring requests are caused by the hotel’s local environment or third-party systems after written notice. Unfair, excessive and improper use may also be concluded where general incident support effort is repeatedly and materially exceeded (for guidance only, described as around four (4) hours per month, excluding time spent resolving Non-compliances). Where unfair, excessive or improper use persists after notice, Clock may limit support scope and/or apply a fair-use fee (currently €100/hour).
3. Data retention period reduced.The post-termination or post-cancellation “Inactive Retention Period” is reduced from up to five (5) years under v3.2 to up to one (1) year under v4.0, after which data is destroyed unless an extended retention period is agreed against additional remuneration.
4. Compensation rules further limited and harmonized.v4.0 introduces (i) a monthly cap on aggregate compensations up to 100% of the monthly fee, and (ii) a non-cumulation rule under which compensations do not stack and only the highest applicable compensation applies, alongside strengthened “exclusive remedy” framing (subject to applicable law).
5. SLA structure streamlined.The SLA approach is simplified by replacing the former tiered SLA structure with a single set of uptime and performance targets and corresponding fee-reduction bands. As a result, the applicable thresholds and fee-reduction levels may differ from v3.2.
6. Service updates; discontinuation of prior versions.v4.0 clarifies that, once a Service update is implemented, access to prior versions (including user interface, business logic, and outputs) ceases, and such discontinuation does not, by itself, give rise to compensation or claims.
7. Regulatory non-compliance: termination right clarified.v4.0 clarifies the Customer’s right (where applicable) to terminate the Agreement without cancellation fees in case of regulatory non-compliance, while maintaining that fee reductions or compensation do not apply solely due to such non-compliance.
8. API terms reframed.v4.0 simplifies the API provisions and clarifies responsibility for API use (including by appointed third parties) and the data transmitted through the API.
9. Data processing and subprocessors clarified.v4.0 clarifies the use of AWS and other subprocessors as set out in the applicable Data Processing Agreement.
10. Other editorial changes.v4.0 also includes editorial, formatting, and drafting improvements that do not materially change the meaning of the terms.
11. If other terms have not been agreed in the acting agreement, V4.0 introduces a clear definition of the applicable law and jurisdiction in case of disputes that can not be resolved in an amicable manner.

Acceptance, Objections, and Effect of the New Service Terms

Unless otherwise agreed in writing, these updated Service Terms shall apply from their effective date for new Affiliated Hotels entering into an Agreement on or after such date. For existing Affiliated Hotels, the updated Service Terms shall become effective one (1) month after the publication of these Service Terms and the sending of an official notification by Clock, unless the Affiliated Hotel objects within that period. Where the Affiliated Hotel does not object within this one‑month period, the Affiliated hotels shall be deemed to have accepted the new Service Terms and the changes described above.

Where the Affiliated Hotel objects within this one‑month period, the Affiliated hotel shall notify Clock in writing and engage in good faith discussions with Clock to address such objections and, where mutually agreed, to amend the Agreement so as to override or adjust the application of one or more of the newly adopted changes. If no agreement is reached, the Affiliated Hotel’s objection shall be deemed a notice of termination upon expiration during which the previous version (3.2) of the Service Terms shall continue to apply. Such termination shall take effect at the contractual expiry date but not earlier than 3 months since the moment of notice. In either case, the Agreement shall terminate without any compensation, penalties, or early termination fees being due by either party.

1. Preamble and Agreement

These Service Terms are issued by Clock Group (hereinafter referred to as “Clock”), which comprises:

1. Clock Software Ltd., with its registered address at 27 Redcliffe Gardens Str, SW10 9BH, London, United Kingdom, registration number 08008667, UK VAT number GB 171 9019 10, EU VAT number EU100001612 (“Clock Software”); and
2. Klok AD, with its registered address at Office 504, Sgrada B8, Biznes Park Varna, Varna, 9009, Bulgaria, registration number (BULSTAT) 207049288, VAT number BG207049288 (“Klok Corp”).

Clock has developed and provides a complete and integral cloud-based hotel management system, including software services for operations, digital guest engagement, and payment automation (the “Service”).

The customer entering into the Agreement is a manager of accommodation premises (the “Affiliated Hotel(s)”) seeking to use the Service. The customer and the Affiliated Hotel(s) shall collectively be referred to as the “Affiliated Hotels.”

These Service Terms constitute an integral part of the overarching agreement (the “Agreement”) under which Clock provides, and the Affiliated Hotels use, the Service.

Ownership and Principal Relationship

Klok Corp has developed and provides the Service and is the sole owner of the Service, including all copyrights, intellectual property rights, source code, trademarks, and related proprietary rights forming part thereof.

Clock Software is fully owned by Klok Corp and acts as a commercial reseller and contracting entity for the Service in certain territories and customer relationships, offering the Service on behalf of Klok Corp under the Clock brand. For the avoidance of doubt, Klok Corp is the principal provider of the Service, and Clock Software operates in a reseller capacity only.

Change of Contracting Entity within Clock Group

Klok Corp reserves the right, at its sole discretion, to reorganize the commercial or contractual structure under which the Service is provided, including by:

providing the Service directly to Customers and Affiliated Hotels; and/or

transferring or novating the rights and obligations under the Agreement from Clock Software to another legal entity within Clock Group, including Klok Corp itself.

Any such change of contracting entity shall take effect following three (3) months’ prior written notice to the Affiliated hotel. Upon the effective date, the designated Clock Group entity shall enter into the rights and obligations of acting contracting entity in relation to this Agreement, without any change to the existing terms and conditions of the Agreement.

Such change shall not affect the continuity, scope, or functionality of the Service provided to the Affiliated Hotels, nor shall it constitute grounds for termination, except as expressly provided below.

Customer Rights in Case of Change of Contracting Entity

While some agreements may already include provisions for the transfer or novation of right and obligations, the following text introduce the details about the process that will be followed in such a case:

Within one (1) month from the publication or notification of these updated Service Terms, the Affiliated hotel may object with a written notice to the notified change of contracting entity.

Such objection shall be deemed a notice of non-renewal effective at the contractual expiry date but not less than three (3) months after the written notice of such objection. In such a case, the Agreement shall terminate without any compensation, penalties, or early termination fees being due by either party.

If no objection is raised within this period, the Affiliated hotel shall be deemed to have accepted the notified change of contracting entity made in accordance with these Service Terms.

2. Performance and Responsibilities

2.1. Clock’s General Responsibilities and Liability

Clock shall ensure the Service complies with the terms of the Agreement and the Service Level Agreement (SLA) detailed herein. Adverse events or Service downtimes shall be managed pursuant to the SLA.

Clock's liability is strictly limited to providing the Service and ensuring its operation complies with these Service Terms and the Agreement. The Affiliated Hotels are exclusively responsible for the configuration and use of the Service, and all results achieved therefrom are entirely at their own risk and for their sole benefit. Clock shall not be liable for lost revenues, lost profits, reputation damage, other financial losses, and/or indirect, consequential, exemplary, special or punitive damages, nor for any collateral negative effects arising from the use of the Service. Clock's liability is strictly limited to deliberation or gross negligence. The aggregate liability of Clock for claims under the Agreement shall be limited to the compensations set forth in the SLA. Clock retains the option to compensate the Affiliated hotel by granting benefits for using the Service.

2.2. Third-Party Components

Any third-party deliverables included in the Service shall be stipulated in the Agreement, referencing the third party’s legal details and, where possible, the terms of use. Such third-party terms shall be binding upon the Affiliated Hotels.

Clock shall bear no liability to the Affiliated Hotels for any defects, malfunctions, or errors in third-party components or deliverables. Consequently, the Affiliated Hotels may not claim non-compliance incidents, including service level failures, if such failures are directly attributable to a defect in third-party components, including any loss or destruction of data caused by such components. This limitation of liability shall not apply if Clock was or should have been able to limit the scope or consequences of such errors. Upon request, or when economically feasible and necessary, Clock shall assist the Affiliated Hotels in communication with the relevant third party.

3. Use and Service Modifications

3.1. Use "As Is" and Updates

The Affiliated Hotels shall use the Service and all Service updates in their standard form (as-is).

• Service updates and general maintenance are included in the scope of the Agreement without additional remuneration.
• Clock holds the exclusive right to determine the Service features and the content of standard updates.
• Clock is not obligated to implement or modify specific Service features upon request by Affiliated Hotels. The implementation of any suggestion by an Affiliated Hotel shall not grant the Affiliated Hotel or any third party any intellectual property rights or compensation.
• Clock is exclusively entitled to apply all system updates at its sole discretion, including the timing of application.

3.2. Cessation of Prior Versions

Upon implementation of a Service update, access to the prior version of the Service, including the graphical user interface, business logic, and outputs, shall cease. The Affiliated Hotels acknowledge and agree that they are not entitled to claim any service modification or compensation as a result of the cessation of a prior version.

3.3. Application Programming Interface (API) Terms

Clock shall grant registered access to the API to the Affiliated Hotel or to third parties appointed by the Affiliated Hotel under the terms of the Agreement. The Affiliated Hotel and such appointed third parties shall be solely responsible for the use of the API and the data transmitted through it. The Affiliated Hotel undertakes to use the API in accordance with its terms and specifications.

4. Compliance with Regulatory Requirements

The Affiliated Hotels shall be exclusively responsible for ensuring the use of the Service is in compliance with all local fiscal, legal, or other regulatory requirements (the “Regulatory Requirements”) at their place of business.

Unless Clock holds a compliance registration with a local regulatory agency, provides a certificate from an authorized certification body, or issues a self-assessment compliance declaration:

• The Affiliated Hotels shall be solely responsible for assessing the Service’s compliance with Regulatory Requirements.
• The Affiliated Hotels must notify Clock in writing immediately if the Service is or becomes non-compliant, or if its use or provisioning becomes subject to local registration, approval, or certification.
• In such a case, the Affiliated Hotel shall immediately cease using the Service or take all necessary provisional actions to make its use compliant.

If the Service is not compliant with local Regulatory Requirements, the Affiliated Hotel shall not use it or shall cease use immediately upon becoming aware of the non-compliance. Clock shall be entitled to either take corrective action to remove the non-compliance or notify the Affiliated Hotels that compliance is not feasible (a “Non-compliance with Regulatory Requirements”).

In the event of Non-compliance with Regulatory Requirements, the Affiliated Hotels shall not be entitled to compensation or fee reduction but shall be entitled to terminate the Agreement without Cancellation fees.

The Affiliated Hotels shall indemnify and hold Clock harmless against any penalties, legal fees, or expenses arising from actions by local authorities or interested third parties regarding the delivery of a non-compliant Service. This obligation applies in particular where such action is a consequence of the Affiliated Hotels' failure to cease the use of the Service after becoming aware of its non-compliance, and unless Clock has provided the aforementioned compliance registration, certificate, or declaration.

5. Data and Information Security

5.1. Information Security

Clock shall implement appropriate measures to meet the information security requirements associated with the Service's performance, including:

• Ensuring the confidentiality of the Affiliated Hotel’s data.
• Protecting against unauthorized access, unintended modification, and deletion of data, and against malware attacks.
• Maintaining technical measures to keep the Affiliated Hotel's data separate from third-party data, thereby securing it against unintended change or access, including access by Clock’s employees or others who do not require the information for their work for the Affiliated Hotel.

The Affiliated Hotel is obligated to implement and maintain systematic measures for data security, protection of personal, credit card, and other sensitive data, including but not limited to managing user rights, controlling transaction logs, establishing retention policies, and staff training.

The Affiliated Hotel undertakes to use the API responsibly, in compliance with all personal and general data security regulations and best practices. All data transfers and storage performed via the API shall be on the Affiliated hotel's behalf, account, and responsibility.

5.2. Personal Data Protection

Clock shall ensure satisfactory information security, confidentiality, integrity, accessibility, and robustness in the processing of personal data through planned and systematic measures. The specific measures for compliance with data processing regulations, including GDPR, are stipulated in Clock's Data Processing Agreement, which is an integral part of these Service Terms and the Agreement.

Clock may not entrust personal data to other parties for storage, reworking, or deletion without the Affiliated hotel’s prior written permission, except for Amazon Web Services (where the Service is hosted) or other sub-processors listed in the Data Processing Agreement. Clock must ensure any subcontractors processing personal data assume obligations equivalent to those set forth herein.

The Affiliated Hotels shall be solely responsible for personal data transmitted via the API to any third-party system or repository, even if the integration has been certified by Clock.

5.3. Ownership, Storage, and Retention of Data

The Service Terms and the Agreement do not transfer any pre-existing copyright, right of disposal, or property rights between the Parties.

• Access to the Service confers only the powers necessary to use the Service in accordance with the Agreement’s purpose. No intellectual property rights are transferred to the Affiliated Hotels, nor shall any Affiliated Hotel have exclusive access to the Service.
• The Affiliated Hotel retains ownership of all data entrusted to Clock for processing, stored, or processed with the help of the Service under the Agreement, as well as the output from Clock's processing of such data. The Affiliated Hotel is the exclusive owner of the data processed by the Service.
• Clock shall access the data only to the extent necessary to fulfill its obligations.
• Clock may not withhold the Affiliated Hotel's data but is entitled to suspend or restrict access to the Service if the Affiliated Hotel fails to rectify a breach of its obligations following written notice.

5.4. Data Retention and Destruction

Upon termination or cancellation of the Service, Clock shall suspend access and retain the data for a maximum period of one (1) year (the “Inactive Retention Period”). After the expiration of the Inactive Retention Period, Clock shall destroy the Affiliated Hotel's data.

The Affiliated Hotel may, with a written notice, request Clock for:

• Access to the data against additional remuneration during the Inactive Retention Period.
• Extended data retention after the Inactive Retention Period against additional remuneration.
• Destruction of the stored data.

6. Service Level Agreement and Compensations

6.1. Availability (Uptime) Guarantee

Service availability is calculated per calendar month as follows:

Availability = ( 1 - (N-P) / D) * 100

• P: Downtime due to planned maintenance, including Service upgrades, for which a written notice was issued at least one day in advance (a written or on-screen notification within the Service qualifies).
• D: Operating time (total time in the specified calendar month).
• N: Downtime due to factors for which Clock is responsible (excluding force majeure or factors outside of Clock’s control, and factors due to the Affiliated hotel).

Uptime Targets and Compensation

6.2. Performance Guarantee

Performance is measured by Internal Server Metrics – Application Server Response Time (the time from receiving the request to the client response). The performance is calculated per calendar month.

Metrics considered include: acceptance, authentication, and processing of the request; processing of business rules; reading of database records; server-side composition of pages/partials; and passing the response to the client.

Metrics not considered are: transport time of the request/response (LAN/internet) and client-side browser rendering time.

Two industry standards are used for the Application Server Response Time: Average Response Time and 90 Percentile Response Time. Values are measured as average values of discrete 1-hour intervals. Separate metrics apply to the Core application (APP) and API servers (API).

Application Server Average Response Time (APP and API) Targets and Compensation

Application Server Response Time (APP) - 90 Percentile Targets and Compensation

API 90 Percentile: Due to the variable nature of API requests, Clock offers no guarantee for this specific metric.

6.3. Monitoring and Claims

SLA execution for both Availability and Performance can be monitored online at: Service Status. Clock may use additional logs and evidence when reviewing a claim only if the public independent monitoring detects a false positive decrease of availability or performance.

To claim compensation or fee reduction, the Affiliated Hotel must send Clock a written request by the 15th day of the month subsequent to the month for which the compensation is claimed, stating the figures from the independent monitoring tools. Clock shall review the claim within a maximum of 10 days and, if no evidence of false positives, planned maintenance, or other excluded factors is found, shall issue a credit note.

Clock may reject a claim only if:

• The figures cited in the claim do not match the monitoring tool.
• The claim is submitted after the 15th day of the subsequent month.
• Clock proves with logs and evidence that false positives, planned maintenance, actions from the Affiliated Hotel, or force majeure impacted the registered metrics.

7. Non-Compliance of the Service

7.1. Definition of Non-Compliance

Clock shall ensure standard Service features operate as intended per their release notes and specifications, without interruption or data loss.

7.2. Reporting and Levels

The Affiliated Hotels shall report each instance of Non-compliance (a “Non-compliance Incident”) to Clock’s Support Centre, which shall record it as a ticket. Clock shall respond according to the defined Resolution Targets.

7.3. Non-Compliance Level Determination

The Affiliated Hotels shall reasonably self-diagnose and recommend a Non-compliance level. Clock shall validate this designation or propose a change with justification. Conflicts shall be promptly escalated to management for resolution, during which time the issue will be handled according to Clock’s designation. Both parties shall be available within one hour of escalation for management discussion.

7.4. Resolve Time Standard

Resolve Time is the period from reporting to the Affiliated Hotel being notified that the issue is resolved, minus Idle Time.

• Idle Time: Aggregated time during which Clock is objectively unable to act due to dependence on input, feedback, or action by the Affiliated Hotel or a third party not subcontracted by Clock. It also includes time used to correct consequences from the Affiliated Hotel’s or third parties’ actions/omissions.
• Clock may close a ticket after a reasonable Idle Time if the Affiliated Hotel does not reply, in which case the Resolve Time is considered within target. The Affiliated Hotel may re-open the ticket, restarting the Resolve Time.

7.5. Non-Compliance Compensations

Failure to achieve the stipulated Resolve Times shall result in a fee reduction applied to the Subscription fees:

8. User Support

8.1. Scope of Support

The Support section addresses the resolution of Support Incidents, which are defined as:

• Any request, enquiry, or incident that is not a Non-compliance Incident, downtime, or significantly degraded system performance.
• Incidents related to the specific manner in which the Affiliated Hotels use or want to use the Service (as opposed to the Service's functioning), and/or to the specific local technical infrastructure of the Affiliated Hotels or Dependent users.
• Examples include, but are not limited to, training requests, how-to questions, configurations review, data discrepancies review, and integrations disruption review.

8.2. Covered Types of Incidents (“Covered Incidents”)

8.3. Exclusions from Support Scope (Non-Covered Incidents)

The following categories of incidents and requests are expressly excluded from the scope of Support Services:

• Project management and implementation guidance.
• Investigation of online distribution issues and discrepancies beyond the review of log files.
• Business or tax consultations.
• System administration and incidents related to the Affiliated Hotel's local area network (LAN), internet connectivity, operating system (OS), virus protection, or third-party systems.
• Repetitive or recurring incidents resulting from the Affiliated Hotels' failure to implement a previously suggested reasonable resolution provided by Clock.
• Development and customisation services, including printout or template customisation.
• Integrations with third-party systems not developed by Clock, including issues related to API usage.
• Sales, account management, invoicing, and billing-related enquiries and requests. Such excluded incidents may be offered as Setup services under the terms stipulated in the Agreement.

8.4. Support Coverage and Volume

Guaranteed Coverage: Clock shall be available to work on resolving Covered Incidents submitted by the Affiliated Hotels, without further remuneration, within the scope of the Guaranteed Work Volume, Response Time, and Working Time ("Guaranteed Coverage"), as stipulated in the relevant Agreement.

Non-Guaranteed Coverage: Clock undertakes to assert its best efforts, subject to availability, to resolve Covered Incidents exceeding the Guaranteed Work Volume. However, Clock shall have no obligation or liability to meet the Response or Resolution Times for such incidents, nor shall it be liable for any remedy or compensation if it is unable to or fails to deliver work efforts under Non-Guaranteed Coverage.

Guaranteed Work Volume: The Guaranteed Work Volume shall be measured by the effectively worked time on all actions of Clock’s support representatives, including but not limited to accepting, analysing, diagnosing, applying, liaising with third parties, communicating, and documenting the actions on resolving Covered Incidents. Without setting this as a fixed limit, if not agreed otherwise in writing, the guidance is that the Guaranteed Work Volume should not exceed 4 hours per calendar month.

8.5. Response and Working Time

Working Time

The Working Time defines the period during which Clock is available for accepting reports and for working on the resolution of Support Incidents.

• Unless otherwise stipulated in the respective Affiliation Agreement, the standard Working Time shall be:
  • Working Days: 08:00 Central European Time (CET) to 22:30 CET.
  • Weekends and Holidays: 10:30 CET to 19:30 CET.

Response Time

The Response Time is the period between the moment of acceptance of the Affiliated Hotel’s report of the Support Incident and the moment (“Response Moment”) when Clock commences efficient work on its resolution.

• The Response Time shall be counted exclusively within the Working Time; periods of non-Working Time shall be deducted from the effective elapsed time.
• Unless otherwise stipulated, Clock’s standard Response Time shall be within four (4) hours.

8.6. Communication and Registered Users

Official Communication Channels: The Affiliated Hotels shall submit Support Incidents and conduct all consequential communication exclusively via the Official Communication Channels stipulated in the Affiliation Annex, which may include:

• In-app support chat (Recommended channel).
• Clock's Support Portal (via Registered Support Users login) at https://support.clock-software.com/.
• Email (standard email address: clockpms@clock-hs.com unless otherwise stipulated).

Submissions or communications related to the resolution of Support Incidents not directed to the Official Communication Channels shall be deemed invalid and shall not lead to any default or liability for Clock. In the resolution phase, Clock may utilise chat, email, phone calls, remote control, in-app actions, online meetings, or a combination thereof, as deemed optimal.

8.7. Incident Process and Obligations

Incident Reporting

For each Support Incident or request submitted by the Affiliated Hotels via the Official Communication Channels, Clock shall open a Support ticket and assign a unique ticket number. Submissions can occur at any time.

Resolution Obligations

The Affiliated Hotels shall, at all times and at their own expense, be obligated to:

• Execute Clock's instructions directly or via third-party service providers.
• Ensure all technical and system requirements communicated by Clock are met.
• Upon Clock's request, provide remote access, evidence, log files, diagnosis assistance, or other evidence related to the resolution of the Support Incident or the functioning of the Service.
• Provide cooperation from any third party required for the resolution of the Support Incidents or for assuring compliance with Clock's technical and system requirements.

Ticket Closing:

Both Parties are entitled to Close a Support Ticket. Clock is entitled to close a Support ticket in the following cases (a “Legitimate Closing”):

• The Affiliated Hotel confirms the Support Issue or Incident is resolved.
• The Support Incident has been objectively resolved.
• The Support Incident is not a Covered Incident.
• After a reasonable Idle Time, if the Affiliated Hotel fails to reply to Clock's requests or reminders.
• The Support Incident results from a non-contracted feature or feature request.
• No resolution can be provided due to the current functionality of the Service or the objective nature of the Support Incident, despite prompt and asserted efforts by Clock or its subcontractors.

The Affiliated Hotel may close a Support ticket at its own discretion.

Ticket Reopening

The Parties may re-open a previously closed Support ticket. Unless the ticket was closed by Clock in a situation that did not constitute a Legitimate Closing, the Response and Resolution Time shall be restarted upon the reopening of the Ticket.

8.8. Fair Use of Support

The Support Service is designed to assist Affiliated Hotels in the proper and efficient use of the Service. It is not intended to replace standard training, documentation, or operational consulting, nor does it obligate Clock’s staff to operate the Service on behalf of an Affiliated Hotel or supervise its personnel.

Definition of Unfair or Non-Fair Use of Support: Support shall be considered unfairly, excessively or improperly used when:

• An individual user or group of users repeatedly contacts the Support team for routine operational guidance or assistance with daily procedures already covered in documentation, training materials, or prior responses.
• Support requests are of a repetitive nature, requesting the re-explanation of previously provided instructions or recommendations without the implementation of suggested solutions.
• The Support Service is utilised for purposes outside its defined scope—such as process coaching, ongoing operational monitoring, or business consulting—rather than for addressing issues related to the functioning of the Service itself.
• Support requests repeatedly relate to issues caused by the Affiliated Hotel’s internal technological infrastructure or local environment (e.g., non-operational or unstable LAN, inadequate internet connectivity, misconfigured local devices), or by misconfigured third-party components or systems, where Clock has already provided proper written notice identifying the cause and the required corrective actions.
• Exceeding four (4) hours monthly for general incident support usage on a repeated basis, where such excess is caused by misuse or persistent behavior leading to repeated incidents. For clarity, the time spent resolving Non-compliances (as defined in Section 7.1) is expressly excluded from this four-hour aggregation.

Handling and Remedies for Misuse: When Clock identifies a pattern of unfair, excessive or improper Support use:

• Clock shall provide written notice to the Affiliated Hotel, outlining the identified misuse and recommending a review of internal practices and available training resources.
• If such behaviour persists, Clock shall be entitled to:
  • Limit the scope of Support exclusively to critical-incident resolution.
  • Offer dedicated training or consulting sessions as a paid service.
  • Apply a Fair Use Fee of €100 per hour if the Support is demonstrably and repeatedly used for non-support purposes following prior written notice.
• Continued misuse after written notice may entitle Clock to temporarily suspend non-critical Support responses until corrective measures are agreed upon and implemented by the Affiliated Hotel.

8.9. Compensation Provisions

Maximum Compensation and Calculation: The execution of compensations shall be calculated and applied for a calendar month. The maximum aggregate value of all compensations (for availability, performance, non-compliance, and user support metrics) shall be limited to one hundred percent (100%) of the fee applicable for the respective calendar month.

Combination of Compensations: Compensations from the different availability, performance, non-compliance, or user support metrics shall not be cumulative or applied in combination. Only the highest applicable compensation shall apply exclusively.

Exclusive Remedy: The price reduction, as detailed in the SLA and compensation sections herein, shall constitute the sole and exclusive compensation and remedy for any failure of Clock to meet any of its obligations under the Service Level Agreement or the Agreement generally, unless such failure is caused by deliberation or gross negligence.

9. Jurisdiction

Parties will aim to resolve all disputes in amicable manner. However, if such dispute can not be solved in such an amicable manner, parties agree that the competent courts to resolve such disputes and the laws applicable will be the courts at the domiciliation of the acting Clock contractual entity.