Términos de Servicio

1. Definitions

• "Service": the Stay cloud software platform, accessible via browser or API, including all modules, features, updates and documentation made available by Overcore.
• "Customer": any individual or legal entity that registers and uses the Service for the management of hospitality properties.
• "User": any person authorized by the Customer to access the Service within the Customer's account.
• "Customer Data": all data, information and content entered, uploaded or transmitted by the Customer or Users into the Service.
• "Plan": the subscription tier selected by the Customer (Free, Professional, Enterprise) with its respective features and pricing.
• "Subscription Period": the validity period of the subscribed Plan (monthly or annual).
• "API": the application programming interfaces made available by Overcore for integration with third-party systems.

2. Description of the Service

Stay is a SaaS (Software as a Service) platform for hospitality property management. Depending on the active Plan, it includes the following modules:

• Property Management System (PMS): reservation management, check-in/check-out, graphical tableau;
• Channel Manager: real-time synchronization with OTAs (Online Travel Agencies);
• Booking Engine: direct booking engine for the property's website;
• Revenue Management: dynamic rate management;
• Housekeeping and Maintenance: operational staff management;
• Accounting and Electronic Invoicing;
• Italian compliance modules: State Police Interface (Alloggiati Web) and ISTAT (ROSS 1000);
• Additional modules (garage, beach, conference rooms, smart building, etc.).

Overcore reserves the right to modify, update or discontinue specific features, with adequate notice where possible.

3. Registration and Account

3.1 Requirements. To use the Service you must complete the registration process by providing accurate, complete and up-to-date information. The Customer warrants having the legal capacity to enter into binding contracts.

3.2 Credentials. The Customer is responsible for the confidentiality of their access credentials and for all activities carried out through their account. Overcore is not liable for unauthorized access resulting from the Customer's disclosure of credentials.

3.3 Corporate account. If the Customer registers on behalf of a legal entity, they represent having the authority to bind that entity to these Terms.

3.4 Suspension. Overcore reserves the right to suspend or close an account in the event of a breach of these Terms, fraudulent activity or conduct harmful to third parties.

4. Plans and Pricing

4.1 Free Plan. The Free Plan is available at no charge for properties with up to 5 rooms throughout 2026. At the end of the free period, the Customer may choose to upgrade to a paid Plan or continue with the limited features of the Free Plan, as published on the website at the time of expiry.

4.2 Professional Plan. The Professional Plan starts at €5.90 per room per month (annual billing) or €6.90 per room per month (monthly billing), with pricing tiers based on the number of managed rooms. Updated pricing is always available on the Pricing page.

4.3 Enterprise Plan. The Enterprise Plan starts at €4.90 per room per month and involves customized conditions negotiated directly with the Overcore sales team.

4.4 Price changes. Overcore reserves the right to modify prices for paid Plans with a minimum 30-day advance notice by email. Changes will apply from the next Subscription Period.

5. Payment and Billing

5.1 Payment methods. Payments are processed through the methods indicated on the platform at the time of subscription. Overcore uses PCI-DSS certified payment providers. Credit card data is never stored directly by Overcore.

5.2 Invoicing. Invoices are issued electronically and made available in the Customer's reserved area.

5.3 Non-payment. In the event of non-payment within 15 days of the due date, Overcore reserves the right to suspend access to the Service. The account will be reactivated upon receipt of payment. Customer Data will be retained for a further 30 days from suspension.

5.4 Refunds. Payments for annual subscriptions are non-refundable unless otherwise agreed in writing or as required by applicable law.

5.5 Taxes. Quoted prices are exclusive of VAT or applicable taxes, which will be added in accordance with applicable regulations and the Customer's tax status.

6. Term and Termination

6.1 Term. These Terms come into effect upon registration and remain valid until the subscription is cancelled or the account is closed.

6.2 Termination by Customer. The Customer may cancel their account or downgrade their Plan at any time. Cancellation of an annual subscription does not entitle the Customer to a refund of the remaining period, except as required by law.

6.3 Termination by Overcore. Overcore may terminate these Terms with 30 days' notice, or immediately in the event of a material breach by the Customer.

6.4 Effect of termination. Upon termination, the Customer will have 30 days to export their Data. After that period, Data will be securely deleted, unless different legal obligations apply.

7. Customer Obligations

The Customer agrees to:

• use the Service only for lawful purposes and in accordance with these Terms;
• not attempt to access, alter or damage Overcore's or third parties' computer systems;
• not use the Service to transmit viruses, malware or any harmful code;
• not reverse engineer, decompile or disassemble the software;
• not resell, sublicense or transfer access to the Service without prior written consent from Overcore;
• comply with all applicable regulations, including those on personal data protection (GDPR), tax and cybersecurity;
• keep account information up to date and promptly notify any unauthorized access.

8. Intellectual Property

8.1 Overcore rights. Stay and all its components (software, interfaces, documentation, trademarks, logos, algorithms) are the exclusive property of Overcore SRL and are protected by applicable copyright and intellectual property laws. These Terms do not transfer any ownership rights in the Service to the Customer.

8.2 License. Overcore grants the Customer a limited, non-exclusive, non-transferable and revocable license to use the Service for their hospitality business, for the duration of the Subscription Period and within the limits of the subscribed Plan.

8.3 Customer Data. The Customer retains full ownership of their Data. They grant Overcore a limited license to process such Data solely for the purpose of providing the Service, in accordance with the Privacy Policy.

8.4 Feedback. Any suggestions, ideas or comments submitted by a Customer regarding the Service may be used by Overcore without any obligation of compensation.

9. Data and Privacy

9.1 Data controller. With respect to personal data of the Customer's employees and collaborators entered into the platform, the Customer acts as the data controller. Overcore acts as a data processor pursuant to Art. 28 of EU Regulation 2016/679 (GDPR).

9.2 Data Processing Agreement. The terms of personal data processing are governed by the Privacy Policy and, for customers subject to GDPR, by a specific Data Processing Agreement (DPA) available upon request.

9.3 Security. Overcore implements appropriate technical and organizational measures to protect Customer Data from unauthorized access, loss or destruction, in accordance with industry standards.

9.4 Sub-processors. Overcore may engage third-party providers for service delivery (e.g., hosting, payment processing). An updated list of sub-processors is available upon request at info@overcore.it.

10. Availability and SLA

10.1 Target availability. Overcore commits to ensuring Service availability of 99.9% on a monthly basis, excluding planned maintenance windows communicated at least 48 hours in advance.

10.2 Maintenance. Overcore reserves the right to perform scheduled and emergency maintenance, preferably during off-peak hours, with prior notification via email or in-app notice.

10.3 Exclusions. The SLA does not apply in cases of: (a) force majeure; (b) Customer's connectivity issues; (c) third-party activities outside Overcore's control; (d) use of the Service not in compliance with these Terms.

10.4 Service credits. In the event of availability below the SLA threshold, the Customer may request service credits proportional to the documented downtime. Credits are the sole contractual remedy for Service unavailability.

11. Limitation of Liability

11.1 To the maximum extent permitted by applicable law, Overcore shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, data or goodwill, arising from the use of or inability to use the Service.

11.2 Overcore's total aggregate liability to the Customer for any cause shall be limited to the fees actually paid by the Customer in the 12 months preceding the event giving rise to the claim.

11.3 Overcore does not warrant that the Service will be error-free or uninterrupted, or that it will meet all of the Customer's specific requirements. The Service is provided "as is" and "as available".

11.4 The limitations in this section do not apply in cases of gross negligence or willful misconduct by Overcore, or where applicable law does not allow such limitations.

12. Indemnification

The Customer agrees to indemnify, defend and hold harmless Overcore, its officers, employees and contractors from and against any claims, damages, losses or expenses (including reasonable legal fees) arising from: (a) breach of these Terms; (b) unlawful use of the Service; (c) violation of third-party rights by the Customer or Users.

13. Changes to Terms

Overcore reserves the right to modify these Terms at any time. Material changes will be communicated by email at least 30 days before they take effect. Continued use of the Service after such date constitutes acceptance of the changes. If you disagree, you may terminate without penalty within the notice period.

14. Governing Law and Jurisdiction

These Terms are governed by Italian law. Any dispute relating to the interpretation, validity or performance of these Terms shall first be subject to an attempt at amicable resolution. If no agreement is reached within 30 days, the exclusive jurisdiction shall be the Court of Ascoli Piceno, Italy, except as otherwise required by mandatory law for consumers.

For Customers resident in the European Union, dispute resolution through the EU Online Dispute Resolution platform is available at: ec.europa.eu/consumers/odr.

15. General Provisions

15.1 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.2 Waiver. Overcore's failure to exercise any right under these Terms shall not constitute a waiver of that right.

15.3 Entire agreement. These Terms, together with the Privacy Policy and any service order, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements.

15.4 Assignment. The Customer may not assign their rights or obligations under these Terms without Overcore's prior written consent. Overcore may assign these Terms in connection with a merger, acquisition or asset sale.

16. Contact

For any questions regarding these Terms of Service: