1. Scope and acceptance
1.1. These Terms of Service (the “Terms”) govern access to and use of Ovilo, a cloud-based property management service provided by Ovilo, and use of the websites ovilo.lt and ovilo.io.
1.2. The Customer accepts these Terms by creating an account, confirming an order, paying an invoice or using the Service, whichever occurs first. A person who accepts the Terms on behalf of a business confirms that they are authorised to bind it.
1.3. The Service is provided exclusively to businesses: legal entities and natural persons acting for purposes of their trade, business or profession, such as operating accommodation. It is not offered to consumers, and by accepting these Terms the Customer confirms that it does not act as a consumer.
1.4. The Data Processing Agreement published at ovilo.io/dpa forms part of these Terms and applies automatically. Our Privacy Policy explains how we process personal data for our own purposes.
2. Definitions
In these Terms:
- “Ovilo”, “we”, “us” means the provider of the Service.
- “Customer” means the business that accepts these Terms and uses the Service.
- “User” means a person to whom the Customer gives access to the Service, such as an employee, contractor or kiosk account.
- “Service” means the Ovilo property management service, including the web application, mobile app, booking engine, online check-in, kiosk, integrations and related support, as described on our website and in the account.
- “Customer Data” means all data, including personal data of guests, that the Customer or its Users enter into the Service or that the Service receives on the Customer’s behalf, for example from booking channels.
- “Third-Party Services” means services not provided by Ovilo that the Customer connects to or uses together with the Service, such as online travel agencies, payment providers, messaging providers and public registers.
- “Subscription” means the Customer’s right to use the Service under the selected plan for the selected billing period.
- “Fees” means the amounts payable for the Subscription and any other paid services.
3. Accounts and Users
3.1. The Customer must provide accurate and complete information when creating an account and keep it up to date, including billing details.
3.2. The Customer decides who receives access, which roles and permissions they have, and when access is removed. The Customer is responsible for the acts and omissions of its Users as for its own.
3.3. Users must keep their credentials confidential and must not share accounts. The Customer must notify us without undue delay at hello@ovilo.io if it suspects unauthorised access to its account.
4. Trial
4.1. If a free trial or demonstration account is offered, its duration and scope are communicated when it is made available. It is provided free of charge and “as is”, section 16.1 does not apply to it, and, to the extent permitted by law and subject to section 17.4, Ovilo has no liability in connection with the trial.
4.2. If the Customer does not choose a paid plan by the end of the trial, access ends. Customer Data in the trial account may be deleted 30 days after the trial ends.
5. Subscription, Fees and payment
5.1. The Customer chooses a plan and a monthly or annual billing period in the account or in an order agreed with us. The Fees are those shown on our pricing page at the time of the order, or in the agreed order if different. Ovilo does not charge commissions on the Customer’s bookings.
5.2. Unless expressly stated otherwise, all prices are exclusive of value added tax (VAT) and other applicable taxes, which are added to invoices where required by law. Where the reverse-charge mechanism applies, the Customer accounts for VAT itself.
5.3. Fees are invoiced in advance for each billing period. Invoices are payable within 14 days of the invoice date, unless a different term is stated on the invoice or payment is collected automatically by the method the Customer has chosen.
5.4. The Subscription renews automatically for successive billing periods of the same length until it is cancelled in accordance with section 15.
5.5. An upgrade to a higher plan takes effect immediately and may be charged pro rata for the rest of the billing period. A downgrade takes effect from the next billing period.
5.6. We may change the Fees by giving at least 30 days’ notice. The new Fees apply from the next billing period after the notice period ends. Fees already paid for an annual billing period do not change for that period.
5.7. If an invoice is not paid when due, we may charge late-payment interest at the rate set by the Lithuanian Law on the Prevention of Late Payment in Commercial Transactions and, after a written reminder and at least 14 days’ further delay, suspend the Service under section 14.
5.8. Fees are non-refundable, except where these Terms expressly provide for a refund or mandatory law requires one.
6. Third-party charges
6.1. SMS and WhatsApp messages sent through the Service are charged per message at the rates of the messaging provider, as stated on our pricing page and in the account. They are invoiced in addition to the Subscription.
6.2. Payment providers charge their fees under their own agreements with the Customer. Commissions and other charges of online travel agencies are governed solely by the Customer’s agreements with them.
7. Customer obligations
7.1. The Customer must use the Service in compliance with applicable law and these Terms, and is responsible for the accuracy, quality and legality of Customer Data, including the rates, availability, descriptions and policies it publishes through the Service.
7.2. The Service helps the Customer meet certain obligations, but the Customer remains responsible for meeting its own legal obligations, including:
- registering guests and submitting data to the e.turistas (NTIS) system or any other register, within the time limits required by law;
- the correctness of invoices, VAT and other taxes, and the Customer’s accounting and record-keeping;
- informing guests about the processing of their personal data, having a legal basis for it and, where required, obtaining their consent, for example for marketing messages;
- complying with the rules of the booking channels, payment providers and other Third-Party Services it uses;
- complying with licensing, tourism, consumer protection and other rules that apply to its accommodation business.
7.3. The Customer should regularly check the reservations, availability and reports shown in the Service and keep its own copies of records it is legally required to retain.
8. Acceptable use
The Customer and its Users must not:
- use the Service for any unlawful, fraudulent or harmful purpose, or to store or send content that infringes the rights of others;
- send unsolicited or unlawful messages through the Service;
- attempt to gain unauthorised access to the Service, other customers’ data or our systems, or test their vulnerability without our prior written consent;
- introduce malware, overload the Service, or use automated means to access it other than through the interfaces we provide;
- copy, modify, decompile or reverse engineer the Service, except to the extent permitted by mandatory law;
- resell, sublicense or make the Service available to third parties other than its Users, unless agreed with us in writing;
- circumvent usage limits of the plan or the security measures of the Service.
9. Integrations and Third-Party Services
9.1. The Service can connect to Third-Party Services, including online travel agencies such as Booking.com, Airbnb and Expedia, channel connectivity providers, payment and messaging providers, and public registers. By enabling an integration, the Customer instructs us to exchange the relevant Customer Data with that Third-Party Service.
9.2. The Customer’s use of a Third-Party Service is governed by its own terms, which the Customer must accept and comply with. The relationship between the Customer and the Third-Party Service is solely between them.
9.3. Ovilo does not control Third-Party Services and is not responsible for their availability, errors, delays, content, data processing, or changes to their interfaces, policies or fees. Channel synchronisation depends on these services; the Customer must monitor its reservations and availability and handle any resulting discrepancies with the channel.
9.4. If a Third-Party Service changes or discontinues its interface or its cooperation with us, we may modify or discontinue the relevant integration. Where possible, we will notify the Customer in advance.
10. Availability, changes and support
10.1. We use commercially reasonable efforts to keep the Service available at all times, excluding planned maintenance and events beyond our reasonable control. Where practicable, we notify planned maintenance in advance and schedule it at times of low use.
10.2. We do not guarantee that the Service will be uninterrupted or error-free, and no service level agreement applies unless separately agreed in writing.
10.3. Support is provided by email in Lithuanian and English on business days. Response times described for a plan are targets, not guarantees.
10.4. We continuously develop the Service and may change its features. If a change materially reduces the core functionality of the Customer’s plan, we will notify the Customer at least 30 days in advance; the Customer may then terminate the Subscription with effect from the date of the change and receive a pro rata refund of prepaid Fees for the unused period.
11. Customer Data
11.1. The Customer retains all rights to Customer Data. The Customer grants Ovilo a non-exclusive, non-transferable right, for the term of the contract, to host, copy, transmit, display and otherwise process Customer Data solely to provide, maintain, secure and support the Service, to carry out the Customer’s instructions and to comply with law.
11.2. We may create anonymised and aggregated statistics about the use of the Service that do not identify the Customer, its Users or any individual, and use them to operate and improve the Service.
11.3. The Customer may export Customer Data at any time using the export functions of the Service or by asking us for an export in a commonly used machine-readable format.
11.4. We process personal data contained in Customer Data as a processor in accordance with the Data Processing Agreement.
11.5. We keep backups for recovery purposes. They are not an archive for the Customer, and the Customer remains responsible for keeping any copies it needs.
12. Confidentiality
12.1. Each party must keep confidential all non-public information received from the other party that is marked as confidential or should reasonably be understood as such, use it only to perform the contract, and disclose it only to its personnel and advisers who need it and are bound by equivalent confidentiality obligations.
12.2. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before, was independently developed, or must be disclosed by law or by order of a competent authority, in which case the disclosing party will be informed where lawful.
12.3. Confidentiality obligations continue for 3 years after the end of the contract, and for trade secrets for as long as they remain trade secrets.
13. Intellectual property and feedback
13.1. Ovilo and its licensors own all rights to the Service, its software, design, documentation and the Ovilo brand. Subject to these Terms and payment of the Fees, the Customer receives a non-exclusive, non-transferable right to use the Service for its own business during the Subscription. No other rights are granted.
13.2. If the Customer or its Users provide suggestions or feedback about the Service, we may use them freely and without any obligation to the Customer.
14. Suspension
14.1. We may suspend access to all or part of the Service if: (a) Fees remain unpaid after the reminder described in section 5.7; (b) this is necessary to prevent a security threat or serious harm to the Service, to other customers or to third parties; (c) the Customer or its Users materially breach section 8; or (d) suspension is required by law or by a competent authority.
14.2. We will limit the suspension to the extent and duration necessary, notify the Customer in advance where reasonably possible, and restore access promptly once the reason for suspension has been removed. Suspension does not affect the obligation to pay Fees.
15. Term and termination
15.1. The contract takes effect when the Customer accepts these Terms and continues until terminated.
15.2. The Customer may cancel the Subscription at any time in the account or by writing to hello@ovilo.io. Cancellation takes effect at the end of the current billing period, and prepaid Fees are not refunded, except as provided in sections 10.4, 20.2 and in the Data Processing Agreement.
15.3. We may terminate the contract for convenience by giving at least 30 days’ notice, in which case we refund prepaid Fees for the unused period.
15.4. Either party may terminate the contract with immediate effect by written notice if the other party materially breaches it and fails to remedy the breach within 14 days after receiving notice of it, or if the other party becomes insolvent or ceases its business.
15.5. When the contract ends, the right to use the Service ends. For 30 days after the end of the contract, the Customer may request an export of Customer Data. After that period we delete Customer Data within 90 days, except data we must retain by law, and backups are overwritten as described in the Data Processing Agreement.
15.6. Sections that by their nature should survive termination, including sections 5 (for unpaid Fees), 11, 12, 13, 16.3, 17, 18 and 23, survive the end of the contract.
16. Warranties and disclaimer
16.1. We will provide the Service with reasonable skill and care and substantially as described on our website and in the account.
16.2. The Customer confirms that it has all rights, legal bases and consents needed to enter Customer Data into the Service and to have it processed in accordance with these Terms.
16.3. Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided “as is” and “as available”, and all other warranties, express or implied, are excluded. The Service and our guides do not constitute legal, tax or accounting advice. The Customer must check the invoices, guest registrations, reports and other outputs it relies on.
17. Limitation of liability
17.1. Neither party is liable for indirect or consequential losses, loss of profit, revenue, bookings or goodwill, or business interruption, even if it has been informed of the possibility of such losses.
17.2. The total aggregate liability of each party arising out of or in connection with the contract, including the Data Processing Agreement, is limited to the Fees paid by the Customer for the Service in the 12 months before the event giving rise to the claim.
17.3. We are not liable for losses caused by Third-Party Services, by Customer Data, or by the Customer’s failure to comply with these Terms or with its legal obligations.
17.4. The limitations in this section do not apply to the Customer’s obligation to pay the Fees or to its obligations under section 18, and do not limit liability for damage caused intentionally or by gross negligence, for death or personal injury, or any other liability that cannot be limited or excluded under applicable law.
18. Indemnity
The Customer will indemnify Ovilo against claims of third parties, fines imposed by authorities, and reasonable costs, including legal fees, to the extent they arise from Customer Data or content that is unlawful or infringes the rights of others, from the Customer’s or its Users’ breach of sections 7 or 8, or from the Customer’s failure to comply with its legal obligations, including towards its guests. We will notify the Customer promptly of any such claim, allow it to conduct the defence and cooperate reasonably at its cost.
19. Force majeure
Neither party is liable for failure or delay in performing its obligations caused by circumstances beyond its reasonable control, as defined in the Lithuanian Civil Code, including natural disasters, war, acts of public authorities, widespread failures of the internet, electricity or telecommunications networks, failures of hosting providers or Third-Party Services, and cyberattacks despite reasonable security measures. The affected party must notify the other party promptly. If such circumstances continue for more than 30 days, either party may terminate the contract by written notice.
20. Changes to these Terms
20.1. We may amend these Terms. We will notify the Customer of material changes by email or in the Service at least 30 days before they take effect. Changes required by law or that are not material may take effect earlier.
20.2. If the Customer does not agree to a material change, it may terminate the contract before the change takes effect and receive a pro rata refund of prepaid Fees for the unused period. Continued use of the Service after the change takes effect means acceptance of the amended Terms.
21. Notices
We send notices to the Customer by email to the account owner or billing contact, or in the Service. The Customer sends notices to hello@ovilo.io. Notices sent by email are deemed received on the next business day after sending.
22. Assignment and subcontracting
22.1. The Customer may not assign or transfer its rights or obligations under the contract without our prior written consent.
22.2. We may assign the contract to an affiliate or to a successor of all or a substantial part of our business, and will notify the Customer of it. We may use subcontractors to provide the Service and remain responsible for their performance.
23. Governing law and disputes
23.1. The contract and these Terms are governed by the law of the Republic of Lithuania.
23.2. The parties will first try to resolve any dispute by negotiation. A dispute not resolved within 30 days will be settled by the competent courts of the Republic of Lithuania in Vilnius.
24. General provisions
24.1. These Terms, the Data Processing Agreement, the selected plan and any order agreed with us constitute the entire agreement between the parties regarding the Service and supersede prior arrangements on the same subject. In case of conflict, a written order agreed with us prevails over these Terms, and the Data Processing Agreement prevails in matters of personal data processing.
24.2. If any provision is found invalid, the remaining provisions remain in force, and the invalid provision is replaced by a valid one that comes closest to its purpose. Failure to exercise a right is not a waiver of it.
24.3. The parties are independent contractors. These Terms do not confer rights on third parties.
24.4. These Terms are published in Lithuanian and English. In case of discrepancy, the Lithuanian version prevails.
25. Use of the websites
25.1. The information on ovilo.lt and ovilo.io, including guides about PMS, e.turistas, NTIS and VAT invoices, is general information and not legal, tax or accounting advice. We check it against official sources at the time of publication, but laws and procedures change; follow the current guidance of the competent authorities.
25.2. Prices and product descriptions on the websites are an invitation to contact us. A demo request does not create a contract. The binding scope and price are those confirmed when the Subscription is ordered.
25.3. You may read and link to the websites and quote short extracts with attribution. You may not copy substantial parts of them, present their content as your own, disrupt or bypass their security, or use their forms for spam or abuse. Links to external websites are provided for convenience; we are not responsible for their content.
Contact
Questions about this document can be sent to hello@ovilo.io.