General Terms and Conditions of Use of the dAirect Platform

The dAirect platform allows access to various digital services, distinguished by user type:

• (a) Services for users (Marketplace): features that allow registered users to view, manage, and, where applicable, transfer or resell to third parties the right to use bookings purchased from partner accommodation facilities (hereinafter, “Resellable Bookings”).
• (b) Services for partners: tools and dashboards dedicated to accommodation facilities and other commercial partners, including the dAirect Connect and dAirect Resell services, governed by separate contractual agreements.
• (c) Access for evaluation purposes (Demo): limited access to the platform for non-contracted users, aimed at evaluating the services.

These Terms exclusively govern the use of the platform by users and do not regulate the contractual relationships between dAirect and its commercial partners.

For the purposes of these Terms, the following terms shall have the meanings ascribed to them herein.

• “Platform”: the dAirect digital infrastructure, accessible via the dairect.io and takyon.io domains and any environments, pages, interfaces, restricted areas, forms, applications, software components, tools, and features connected to it.
• “User”: any natural person who accesses or uses the Platform, whether on their own behalf or on behalf of a legal entity, business, institution, or organization.
• “Account”: the personal profile created by the User to access the Platform's features.
• “Management System”: the restricted operational environment, accessible via the Platform, intended for viewing and managing functions, data, content, analyses, results, or tools made available by the Company to Users operating in a professional capacity who have entered into separate contractual agreements.
• “End User”: the individual who actually uses the hospitality service or the Booking, regardless of whether they coincide with the Account-holding User.
• “Booking”: the right to use a service provided by a third-party supplier, including, by way of example, stays, rooms, ancillary services, or other hospitality-related performances.
• “Payment Provider”: the third party that manages payment flows, collections, crediting, KYC/KYB onboarding, or other related obligations, including, by way of example, Stripe.
• “Contractual Services”: the Company's services accessible exclusively upon separate agreement, including dAirect Connect and dAirect Resell.

The titles of articles and paragraphs are for descriptive purposes only and do not affect the interpretation of the clauses.

The Platform constitutes an information society technological infrastructure and allows, depending on the features made available from time to time, the consultation of content relating to accommodation facilities and stay offers, the viewing and management of Bookings, the entering or modifying of data and content, access to digital tools, and interaction with the Company's software environments.

The Company is in no case:

• a party to the contractual relationship between the User and the accommodation facility or other third-party supplier
• the seller of the hospitality service
• a tour operator, travel agency, or tourism intermediary
• a guarantor of the actual provision of the booked service
• a guarantor of the availability, accuracy, updating, or persistence of prices, conditions, rooms, pricing policies, or availability displayed by third parties

Any relationship concerning a Booking, its use, its enjoyment, its modifications, its limitations, any no-show, overbooking, cancellation, refusal at check-in, request for documents or payment cards, application of tourist taxes, supplements, or other accessory charges is exclusively between the User and the third-party service provider.

dAirect provides a technological infrastructure exclusively.

In particular:

• it does not sell or provide hospitality services
• it is not a party to the contract between the User and the accommodation facility
• it is not a party to the contract between users in the event of the transfer or resale of Bookings
• it does not determine prices, availability, or conditions of the original Bookings

Accommodation facilities remain solely responsible for providing the stay services.

Access to certain features of the Platform requires the creation of an Account by filling out the registration form and entering truthful, complete, updated, and non-misleading data, including, where required, first name, last name, email address, phone number, and password.

The User declares and warrants that they are at least eighteen years old, have the full legal capacity to act, and, where acting on behalf of a legal entity or other organization, are validly authorized to bind such entity to these Terms.

The User is solely and exclusively responsible for the safekeeping and confidentiality of their login credentials, as well as for all activities carried out via their Account. It is forbidden to assign, share, or make the Account or related credentials available to third parties, except with the Company's prior written authorization.

The User undertakes to promptly notify the Company of any unauthorized use of their Account, suspected compromise of credentials, or other security breach of which they become aware.

The Company reserves the right, at any time and without notice, to suspend, limit, disable, or delete the Account in the event of a breach of these Terms, unlawful, fraudulent, or abusive use of the Platform, risk to the security of the Platform, systems, or third parties, as well as in all cases where this is reasonably necessary for technical, operational, legal, or compliance reasons.

The Platform can be used both by Users operating as end users of the service and by Users operating in a professional capacity based on separate contractual relationships with the Company.

5.1 B2C use

The B2C User can register on the Platform, access their Account, view any Bookings referring to or purchased by them, monitor their status, and perform exclusively the operations permitted by the Platform from time to time.

If the relevant functionality is available and the specific Booking allows it, the User may:

• list the Booking for sale
• purchase Bookings listed for sale by other users
• transfer the right to use the Booking within the limits permitted by the Platform and the conditions applicable to the Booking itself

Only Bookings characterized by advance payment and, where applicable, non-refundable conditions can be made available as Resellable Bookings via the Platform.

Where the User purchases a Booking listed for sale by another user, they acknowledge and accept that such transaction takes place between users and that dAirect is not a party to the relevant transaction, nor does it assume the role of seller, buyer, or contractual intermediary.

dAirect exclusively provides the technological infrastructure that enables the display, publication, and technical management of the transfer or resale features made available on the Platform.

In the event of the purchase of a listed Booking, the User acknowledges that:

• payment is made via a third-party Payment Provider
• the completion of the transaction is subject to the successful outcome of the payment and any further technical, operational, or compliance checks that may be necessary
• once the transaction is successfully completed, the Booking is made visible in the purchasing User's profile within the technical time required to update the systems
• unless otherwise indicated by the Platform or specific technical or operational limitations, the transfer of the right to use the Booking is considered completed when the Booking is associated with the purchasing User's Account within the Platform

Access to the purchasing, selling, collecting, or crediting features may be subject to the availability of the relevant Payment Provider's services in the User's reference country, as well as to passing the verifications required by the Provider itself.

The seller is solely responsible for the correctness, completeness, lawfulness, and updating of the information relating to the Booking listed for sale, as well as for the existence of the prerequisites for its transfer or resale via the Platform.

The buyer is solely responsible for verifying, prior to purchase, the characteristics and conditions applicable to the Booking, including any limitations, time constraints, stay conditions, or other requirements related to its use.

Unless otherwise provided by the Platform, Resellable Bookings can be listed for sale up to the day before check-in.

The User acknowledges and accepts that dAirect does not guarantee in any way:

• the conclusion of the sale
• the existence of buyers or sellers
• the maintenance of the economic value of the Booking
• the successful outcome of the transaction between users
• the possibility of reselling the purchased Booking again
• the absence of disputes, claims, or controversies between users related to the transaction

It is understood that dAirect assumes no responsibility in relation to the relationships between users arising from the listing for sale, purchase, or transfer of the Booking, subject to mandatory legal limits.

5.2 B2B use

A User operating in a professional capacity who has entered into one or more separate contracts with the Company may access, via their Account, the Management System and the features connected to the activated Contractual Services.

If the User has signed a contract relating to dAirect Connect, the Management System may allow, by way of example:

• viewing results
• consulting analyses, insights, outputs, or activities carried out by the Company
• viewing technical data, content, or operational materials related to the service

If the User has signed a contract relating to dAirect Resell, the Management System may allow, by way of example:

• viewing Bookings
• consulting data or statuses related to Bookings
• managing operational functions connected to repurchase
• consulting additional operational information provided for by the relevant contract

In any case, the features concretely available in the Management System depend exclusively on the content of the separate contractual relationship between the User and the Company, the active technical configurations, and any service limitations, suspensions, or developments.

The User is required to provide accurate, complete, and updated information regarding themselves and the End User who will utilize the Booking, including, where required:

• first and last name
• phone number
• email address
• any other data requested by the service provider

The Company may transmit such data to third parties involved in providing or managing the service, to the extent necessary to allow the proper execution of the Booking.

The User acknowledges that the Booking may be subject to limitations, including, by way of example:

• non-modifiable conditions
• non-refundable conditions
• time windows for use
• transfer terms
• documentary requests or other conditions established by the service provider

The User also acknowledges that, at check-in or when using the service, the End User may be required to present a valid ID, a credit card, or another guarantee method, as well as to pay taxes, tourist taxes, supplements, or other accessory costs established by the service provider.

The User undertakes to use the Platform in compliance with applicable law, these Terms, the principles of fairness and good faith, and, where applicable, the operational instructions provided by the Company.

The User is expressly prohibited from:

• using the Platform for unlawful, fraudulent, or abusive purposes
• providing false, inaccurate, misleading data or data referring to third parties without proper authorization
• violating intellectual property, confidentiality, image, or personal data protection rights of third parties
• interfering with the functioning of the Platform or bypassing its security measures
• accessing or attempting to access unauthorized systems, areas, or resources
• carrying out scraping, crawling, data extraction, reverse engineering, decompilation, or competitive analysis activities
• using the Platform to develop, train, provide, or improve competing services or products

The User is solely and exclusively responsible for all data, content, information, URLs, prompts, texts, indications, configurations, instructions, materials, or other elements entered, uploaded, transmitted, indicated, authorized, or otherwise made available via the Platform or the Management System.

If the User enters the URL of a website, provides content or data referring to a facility, a business, a legal entity, or other subjects, they declare and warrant that they are the owner of the website or the content in question, or that they are duly authorized by the relevant owner or entitled party to perform such activity and to give the relevant instructions to the Company.

The User also declares and warrants that they have all the rights, licenses, authorizations, legal bases, and consents that may be necessary to use, upload, communicate, or make available to the Company the aforementioned data and content.

The Company does not carry out any systematic prior verification regarding the ownership, lawfulness, accuracy, completeness, updating, or non-misleading nature of the data and content provided by the User and assumes no responsibility in this regard.

Without prejudice to the fact that ownership of User data and content remains with the User themselves or the respective entitled party, the User grants the Company, for the entire duration of the use of the Platform and within the limits strictly necessary to provide the requested features, a non-exclusive, free, revocable (within the limits compatible with the execution of the relationship), non-transferable (except for technical sub-contracting) license to use, reproduce, process, organize, technically adapt, and communicate internally such data and content to:

• enable the functioning of the Platform
• manage the Account
• execute the operations requested by the User
• ensure security, traceability, maintenance, debugging, and assistance
• improve features and user experience
• comply with legal obligations
• exercise or defend a right of the Company

Payments, collections, crediting, any economic-financial onboarding flows, and related verifications may be managed by third-party Payment Providers, including Stripe.

The use of such services may require:

• the creation of an account with the relevant provider
• the uploading of additional identification, tax, banking, or documentary data
• the acceptance of the provider's own terms and conditions

The User acknowledges and accepts that the availability of payment services may depend on the countries supported by the Payment Provider, applicable compliance rules, KYC/KYB checks, regulatory restrictions, or other technical and regulatory conditions established by the Provider itself. Consequently, some Users may not be able to access, in whole or in part, the payment, collection, or crediting features due to their country of residence, domicile, establishment, operations, or the country where the Payment Provider provides its services.

The Company does not guarantee that the Payment Provider's services will be available in all countries or territories and assumes no responsibility for any limitations, exclusions, suspensions, delays, or impossibilities of use arising from the Payment Provider's policies, verifications, or decisions.

The Company is not responsible for:

• payment errors
• delays in crediting
• fraud
• chargebacks
• blocks or suspensions
• disputes or malfunctions attributable to the Payment Provider or third parties

Within the context of resale transactions between users, dAirect does not act as a merchant of record and does not directly collect the amounts due between users, without prejudice to any processing of commissions or amounts due to the Company as provided for by the Platform or the related technical payment flows.

In the context of the B2C resale features, unless otherwise stated in the Platform in relation to specific operations or initiatives, dAirect applies a 10% commission to the selling User for using the Platform. The crediting of the net consideration takes place via the Payment Provider within the applicable technical timeframes.

The User expressly acknowledges and accepts that accessing, registering on, and using the Platform do not imply, nor can they be interpreted as implying, the automatic, implicit, or tacit activation of Contractual Services.

The services named dAirect Connect and dAirect Resell are accessible exclusively upon signing specific separate contractual agreements with the Company and are governed solely by the relevant contractual texts.

Any description, display, mention, or presence on the Platform of pages, areas, buttons, interfaces, screens, environments, documentation, informative content, or promotional materials relating to dAirect Connect, dAirect Resell, or other Contractual Services is purely illustrative, informative, or demonstrative in nature and does not constitute a public offer, a contractual proposal, a promise to the public, an enforceable reliance, or a legally binding commitment by the Company.

The relevant contractual agreements can be accessed and signed via the commercial process managed by the Company.

The Company may, at its discretion, allow access to demonstrative versions, trials, betas, tests, sandboxes, or other experimental features of the Platform or components of the Contractual Services.

Such features:

• are provided exclusively for evaluation, illustrative, technical, or promotional purposes
• may be subject to limitations in features, usage, duration, availability, stability, accuracy, or interoperability
• may be modified, suspended, or terminated at any time, with or without notice

Access to demos, trials, or test environments does not imply the activation of the service, the assumption of obligations by the Company, nor the recognition of any rights in favor of the User.

The Platform, including any features based on automated, algorithmic, or artificial intelligence systems, is provided “as is” and “as available,” to the maximum extent permitted by law.

The Company does not guarantee that the Platform is:

• free from errors, bugs, malfunctions, vulnerabilities, delays, interruptions, unavailability, or incompatibilities
• suitable for a specific purpose pursued by the User
• constantly available without suspensions for maintenance, updates, technical interventions, or causes beyond the Company's control

The Company does not guarantee that results, outputs, analyses, answers, suggestions, content, or processes generated via the Platform are accurate, complete, reliable, up-to-date, or in line with the User's expectations.

The User acknowledges that the outputs of automated or artificial intelligence systems may be inaccurate, incomplete, outdated, inappropriate, or out of line with expectations and that the quality of such outputs depends substantially on the quality, correctness, completeness, and lawfulness of the inputs and instructions provided.

All intellectual and industrial property rights relating to the Platform, the Management System, the related software, codes, interfaces, layouts, models, documentation, distinctive signs, logos, databases, Company content, know-how, technical materials, and documentation, as well as any related update, development, modification, or adaptation, remain the exclusive property of the Company or their respective entitled parties.

The User is granted solely a limited, personal, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Platform, within the limits strictly necessary for the purposes permitted by these Terms.

The Company may, at any time, suspend, limit, interrupt, or terminate access to the Platform or specific features thereof for technical, maintenance, operational, legal, security, or compliance reasons, or for a breach of these Terms.

Upon termination of access or of the Account, the Company may deactivate the features accessible to the User and, subject to legal or retention obligations, delete or anonymize the remaining data in accordance with the Privacy Policy.

Without prejudice to mandatory legal limits, the Company shall not be liable for indirect, consequential, reflective damages, loss of profit, loss of opportunity, loss of data, loss of revenue, loss of turnover, loss of goodwill, reputational damage, or other harm resulting from access to, use of, or inability to use the Platform, third-party conduct, errors or inaccuracies in content, system suspensions or malfunctions, third-party services, or outputs generated via automated systems.

In any case, to the maximum extent permitted by law, the Company's overall liability for any title, cause, or reason, whether contractual or extra-contractual, may not exceed the total amount possibly paid by the User to the Company in the twelve months preceding the occurrence of the damaging event.

The User agrees to indemnify and hold fully harmless the Company, its directors, employees, collaborators, consultants, assignees, and subcontractors from any claim, demand, action, proceeding, penalty, damage, cost, charge, loss, or expense, including legal fees, arising from or in any way connected to:

• breach of these Terms
• unlawful, abusive, or non-compliant use of the Platform
• violation of third-party rights
• data, content, URLs, materials, or information provided by the User
• untruthful representations or warranties given by the User
• use of the Platform in violation of applicable law

The Company reserves the right to modify, supplement, or update these Terms at any time for legal, regulatory, technical, operational, organizational, or commercial reasons.

Updated versions will be made available on the Platform and will become effective upon their publication, unless otherwise indicated. Continued use of the Platform after the publication of the changes will constitute acceptance thereof.

The possible nullity, invalidity, ineffectiveness, or unenforceability of one or more clauses of these Terms shall not result in the nullity, invalidity, ineffectiveness, or unenforceability of the remaining clauses, which shall remain fully valid and effective.

These Terms, together with the Privacy Policy and Cookie Policy referenced by the Platform, constitute the entire agreement between the Company and the User in relation to the use of the Platform and supersede any prior understanding, communication, or declaration having the same object, except for separate agreements relating to Contractual Services.

Unless otherwise provided, any communication from the Company to the User may be made via publication on the Platform, email to the address associated with the Account, or other reasonably suitable channels.

Communications from the User to the Company relating to these Terms must be sent to the contact details indicated on the Platform or, for formal communications, to the Company's PEC address indicated above.

Any versions of these Terms translated into other languages are provided for informational purposes only. In the event of a dispute or misalignment, the Italian version strictly prevails. Translations are carried out automatically using artificial intelligence tools (e.g., DeepL, Google Translate) and do not constitute an official version.

These Terms are governed by Italian law.

For any dispute relating to the validity, interpretation, execution, or effectiveness of these Terms or the use of the Platform, the Court of Milan shall have exclusive jurisdiction, without prejudice to the mandatory consumer forum where applicable under current legislation.

Pursuant to and for the purposes of Arts. 1341 and 1342 of the Italian Civil Code, the User declares to have carefully read and specifically approved the following clauses: Art. 4 (Registration, Account, and security); Art. 5 (B2C use and B2B use); Art. 6 (Bookings, End User, and data necessary for use); Art. 7 (User's general obligations and prohibited uses); Art. 8 (User liability for data, content, URLs, and instructions); Art. 9 (Limited license to use User data and content); Art. 10 (Payments, Stripe, and other Payment Providers); Art. 11 (Distinction between the Platform and Contractual Services); Art. 12 (Demos, trials, test environments, and experimental features); Art. 13 (Absence of technological guarantees, automated systems, and artificial intelligence); Art. 15 (Suspension, interruption, and termination of access); Art. 16 (Limitation of liability); Art. 17 (Indemnification); Art. 18 (Changes to the Terms); Art. 21 (Applicable law and jurisdiction).