Version: 1.0, Effective date: 15th of January 2026
Master Terms & Conditions
These Master Terms & Conditions ("MTC") govern the subscription services provided by Grand Systems ApS to its business customers. The MTC apply to all Customers who enter into an agreement with GRAND on or after 15 January 2026. The MTC is a dynamic document and may be updated periodically, with each updated version taking effect as stated in that version of the terms.
1. Introduction, scope and structure
1.1 Supplier. The supplier is GRAND Systems ApS, CVR no. 42289086, Højbro Plads 10, 1200 Copenhagen, Denmark ("GRAND").
1.2 Customer. The customer is the legal entity identified in the Partner Agreement (the "Customer").
1.3 Scope. The MTC apply to GRAND's cloud-based property management system and related online services provided to the Customer on a subscription basis in Denmark (the "Service").
1.4 Documents forming the Agreement. The following documents may form the agreement between GRAND and the Customer (the "Agreement"):
(a) The Partner Agreement is the signed or accepted order form between GRAND and the Customer (for example a HubSpot quote) that sets out the commercial terms for the Service, including scope, prices, fees, discounts, term and billing cycle (the "Partner Agreement");
(b) these MTC;
(c) any annexes to these MTC that are expressly referred to in the Partner Agreement or attached to it (the "Annexes"); and
(d) the Data Processing Agreement between GRAND and Customer, version 2.0 (the "DPA").
1.5 Precedence. If there is any conflict between the documents in clause 1.4, they apply in the following order of precedence: (a) the Partner Agreement; (b) these MTC; (c) the Annexes; and (d) the DPA. For matters that relate to the processing of personal data, the DPA prevails over any conflicting term in the other documents.
1.6 Online publication and changes. GRAND publishes the current version of these MTC and a changelog on grandsystems.com/en/legal/terms-and-conditions. The version and effective date are stated at the top of this document.
1.7 Version ID at signing. The version IDs of the MTC and DPA that apply at the start of the Subscription Term are stated in the Partner Agreement and in the confirmation email described in clause 18.4.
2. Definitions
2.1 Defined terms. In the Agreement, the following terms have the meanings set out below:
"Agreement" has the meaning in clause 1.4. "Aggregated Data" means data derived from the Customer Content and/or Service Data that has been aggregated and anonymised so that it does not identify the Customer or any individual. "Annexes" means the annexes listed in clause 2.2. "Controller" and "Processor" have the meanings given in the GDPR.
"Customer Content" means all data and content that the Customer or its users load into the Service in the context of Customer's business, including bookings, reservations, event details, guest and attendee information, billing and company information and Customer's own configuration data. "DPA" means the data processing agreement referred to in clause 1.4(d). "GRAND" means GRAND Systems ApS. "MTC" means these Master Terms & Conditions, version MTC v. 2.0.
"Partner Agreement" has the meaning in clause 1.4(a). "Service" has the meaning in clause 1.3. "Service Data" means technical, operational and usage data generated by the Service in connection with Customer's use (for example logs, audit trails, performance metrics, configuration metadata and usage analytics for Customer's admin users). "Sub-processor" means a processor used by GRAND to provide the Service. "Subscription Term" means the period during which the Customer is entitled to access and use the Service as stated in the Partner Agreement. "User" means an individual user account under the Customer's control.
2.2 Annexes. The following annexes may be agreed between the parties and, if attached to or expressly referred to in the Partner Agreement, will form part of the Agreement: Annex 1 – Service Description; Annex 2 – Service Level Agreement (SLA); Annex 3 – Security and Technical Measures (TOMs); Annex 4 – Sub-processors. If a specific Annex is not attached to or referred to in the Partner Agreement, it does not apply.
2.3 Interpretation. Headings are for convenience only. Words in the singular include the plural and the other way round.
3. Subscription, service and scope
3.1 Grant of subscription. GRAND will make the Service available to the Customer during the Subscription Term as described in the Partner Agreement.
3.2 Initial term and properties. The initial Subscription Term is twelve (12) months from the start date stated in the Partner Agreement, unless a different period is stated there. The Partner Agreement sets out the properties, locations, rooms, units or other agreed basis for the subscription.
3.3 Geographic scope. The Service is provided for use in Denmark. Use in other countries may be subject to additional terms and local requirements.
3.4 Changes to scope. The Customer may add properties, rooms, modules or other scope items in the Service. GRAND may invoice extra fees for use that exceeds the scope stated in the Partner Agreement, in line with clause 5.7.
3.5 Service nature. The Service is a multi-tenant, cloud-based software service. The Customer does not receive a copy of the software or any ownership interest in the software.
3.6 Custom services. Any custom development, consultancy, migration or other professional services are only provided if expressly described in the Partner Agreement or in a separate statement of work attached to the Partner Agreement. No custom services are included solely because a feature has been requested or discussed.
4. Licence, acceptable use and customer responsibilities
4.1 Licence. GRAND grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes and in line with the Agreement.
4.2 Users and access. The Customer may create user accounts for its employees and independent contractors who work for the Customer. The Customer is responsible for all use of the Service under its accounts.
4.3 Restrictions. The Customer must not: (a) allow any third party to access or use the Service, except as permitted in clause 4.2; (b) resell, lease, lend, or provide the Service as a service to third parties; (c) attempt to copy, modify, reverse engineer or decompile any part of the Service, except where this is allowed by mandatory law; (d) remove or change any proprietary rights notices in the Service; (e) use the Service to build a competing product or service; or (f) attempt to bypass any security or usage controls in the Service.
4.4 Acceptable use. The Customer must not use the Service: (a) to store or send unlawful content, or content that infringes the rights of others; (b) to transmit malware or other harmful code; (c) in a way that causes or risks causing harm to the Service, GRAND's systems or other customers; or (d) in a way that violates applicable law.
4.5 Affiliates. If the Partner Agreement states that specific Customer group entities may use the Service, the Customer may permit those entities to use the Service under the Agreement. The Customer remains responsible for their compliance.
4.6 Battle of forms. Any standard terms in Customer's purchase orders or similar documents, or links to such terms, do not apply to the Agreement unless they are expressly accepted by GRAND in a signed schedule to the Partner Agreement.
4.7 Responsibility towards guests and end customers. The Customer is solely responsible for its own services and relationship with guests, event participants and other end customers; for complying with laws that apply to its business; and for ensuring that the way it uses the Service supports its legal obligations. The Service is a tool. GRAND does not provide legal, tax, accounting or regulatory advice.
4.8 Third-party services and integrations. The Service may enable or rely on integrations with third-party services (for example payment providers, invoicing systems or email services). Those services are provided under the third party's own terms. The Customer is responsible for reviewing and accepting those terms and for any data it chooses to send to or receive from such services. GRAND is not responsible for third-party services and is not liable for their availability, security or performance, except where required by mandatory law.
5. Fees, invoicing, indexation and taxes
5.1 Fees. The Customer must pay the fees stated in the Partner Agreement. The standard fee categories are: (a) yearly licence fees for the Service, typically calculated per hotel room and/or per event space per month based on the selected tier (for example Basic, Pro or Enterprise); (b) a one-off onboarding or setup fee for configuration and training; and (c) migration fees, typically charged per booking or record imported into the Service.
5.2 Invoicing. Unless the Partner Agreement states otherwise, GRAND invoices subscription fees yearly in advance; implementation and one-off fees on signing; and extra use and other variable fees monthly in arrears.
5.3 Payment terms. Invoices are due fourteen (14) days from the invoice date, unless the Partner Agreement states a different payment term.
5.4 Late payment. If the Customer does not pay on time, GRAND may charge default interest in line with the Danish Interest Act and reasonable reminder and collection fees that comply with applicable law.
5.5 Taxes. All fees are stated exclusive of VAT and other taxes, unless stated otherwise. The Customer is responsible for VAT and any other applicable taxes on the fees.
5.6 Indexation and price changes. GRAND may change its list prices and standard fee tables for the Service from time to time. Any such change will only apply to Customer from the start of the next Subscription Term. GRAND will notify the Customer of applicable price changes at least thirty (30) days before the start of the Subscription Term in which the change takes effect.
5.7 True-up. GRAND may monitor the Customer's use of the Service. If the Customer's use exceeds the scope agreed in the Partner Agreement, GRAND may invoice the additional licence fees for that use in arrears.
6. Term, renewal and cancellation
6.1 Initial term. The initial Subscription Term is as set out in clause 3.2 and in the Partner Agreement.
6.2 Automatic renewal. Unless either party gives notice of non-renewal under clause 6.3, the Subscription Term renews automatically for further periods of twelve (12) months each (each a Subscription Year).
6.3 Non-renewal. Either party may stop the Agreement from renewing by giving written notice at least thirty (30) days before the end of the current Subscription Term.
6.4 Termination for convenience. The Customer has no general right to terminate the Agreement for convenience during a Subscription Term, unless the Partner Agreement expressly states otherwise.
6.5 Effect of non-renewal or termination for convenience. On non-renewal or termination for convenience, the Customer must pay all fees due for the remaining Subscription Term, unless the parties agree otherwise, and clauses 8, 9, 10, 11, 15, 16, 18, 19, 21, 22 and 23 continue to apply.
7. Suspension and termination for cause
7.1 Suspension for non-payment. If an undisputed invoice is not paid by its due date and remains unpaid fourteen (14) days after GRAND has sent a written reminder, GRAND may suspend the Customer's access to the Service.
7.2 Suspension for misuse or security risk. GRAND may suspend or limit access to the Service with immediate effect if the Customer's use creates a serious security risk, is clearly unlawful or breaches clause 4, or if GRAND is required to do so by law or a competent authority.
7.3 Termination for material breach. Either party may terminate the Agreement with immediate effect if the other party commits a material breach and does not fix it within thirty (30) days after receiving written notice that describes the breach.
7.4 Termination for insolvency. Either party may terminate the Agreement with immediate effect if the other party is insolvent, enters into liquidation or restructuring, or ceases to carry on business.
7.5 No waiver of fees. Suspension or termination for cause does not relieve the Customer from the obligation to pay fees that have accrued before the suspension or termination.
7.6 Data during suspension. Suspension under this clause 7 does not in itself trigger deletion of the Customer Content or Service Data. The Customer's rights to export and deletion under clause 8 continue to apply during and after any suspension.
8. Exit, data export and deletion
8.1 Data export on request during term. The Customer may request an export of the Customer Content at any time during the Subscription Term. GRAND will provide a standard export in a structured, commonly used, machine-readable format such as CSV or JSON within thirty (30) days after receiving the request.
8.2 Data export at end of Agreement. When the Agreement ends, the Customer may request one final export of the Customer Content. The Customer must submit the request no later than thirty (30) days after termination.
8.3 Additional exports or formats. If the Customer requests additional exports or non-standard formats, the parties may agree reasonable fees for such work as a professional service.
8.4 Deletion / anonymisation. GRAND will delete or irreversibly anonymise the Customer Content within thirty (30) days after providing the final export under clause 8.2, or after the deadline in clause 8.2 passes without a request for export.
8.5 Retention for legal reasons, Service Data and Aggregated Data. GRAND may keep copies of data where required by law, for accounting, tax or audit purposes, or to establish, exercise or defend legal claims. GRAND may also keep Service Data and Aggregated Data for its own purposes as described in clauses 10 and 11.
8.6 Transition assistance. If the Customer wishes GRAND to provide reasonable assistance with transition to another provider, the parties will agree the scope and fees for that assistance in writing.
9. Confidentiality
9.1 Confidential information. "Confidential Information" means non-public information that one party (the "Disclosing Party") gives to the other party (the "Receiving Party") in connection with the Agreement and that is marked as confidential or should reasonably be understood to be confidential.
9.2 Obligations. The Receiving Party must use the Confidential Information only to perform its obligations under the Agreement, protect it with at least reasonable care, and only share it with employees, contractors and advisers who need it and who are bound by obligations of confidentiality.
9.3 Exceptions. The obligations do not apply to information that is publicly available without breach of the Agreement, was lawfully known before receipt, is received from a third party allowed to disclose it, or is developed independently without using the Confidential Information.
9.4 Required disclosure. The Receiving Party may disclose Confidential Information if required by law or by a court or authority, but must, where lawful, give the Disclosing Party prior notice.
9.5 Breach. A breach of this clause 9 is a material breach of the Agreement.
10. Data protection and security
10.1 Role split. Where the Customer is a hotel, venue or similar end-provider, the Customer is the Controller of all personal data relating to guests and attendees held in the Service. GRAND acts as Processor for all such data when it processes it to provide the Service. GRAND is an independent Controller for its own business and relationship data (sales and marketing, contracting and billing, admin user and usage analytics).
10.2 DPA. For processing where GRAND acts as Processor or Sub-processor on behalf of the Customer, the DPA applies. GRAND's independent Controller activities are described in GRAND's privacy notice.
10.3 Security measures. GRAND will maintain appropriate technical and organisational measures to protect personal data, in line with Article 32 of the GDPR. A high-level description is set out in Annex 3.
10.4 Sub-processors and international transfers. GRAND may engage Sub-processors to provide the Service. Some are located outside the EU/EEA, including in the United States; in such cases GRAND will ensure appropriate safeguards for international transfers in line with Chapter V of the GDPR. GRAND will give the Customer at least thirty (30) days' notice before adding or replacing a Sub-processor.
10.5 Sensitive data and free-text fields. The Service includes free-text fields for notes. The Service does not require the Customer to load special categories of personal data. If the Customer chooses to enter any special category data, the Customer must minimise it and remains responsible for having a lawful basis and complying with GDPR obligations.
10.6 Data breaches. GRAND will notify the Customer without undue delay after becoming aware of a personal data breach that affects the Customer Content, in line with the DPA.
10.7 GDPR rights not limited. Nothing in the Agreement limits the rights of data subjects under Article 82 of the GDPR.
10.8 Data categories. Typical personal data processed in the Service includes, for guests and attendees: name, email, phone, nationality, date of birth, gender, booking and stay details, event and catering details, billing information, company name and address details. For the Customer's staff and administrators: identification and contact details, login and authentication data, last login timestamps, language settings and profile photos.
10.9 Privacy notice. GRAND will maintain a publicly available privacy notice describing its independent Controller purposes, including telemetry and security monitoring, fraud and abuse prevention, product analytics, invoicing and any related international transfers.
11. Intellectual property, Customer Content, Service Data and analytics
11.1 GRAND's IP. GRAND and its licensors own all rights in and to the Service, its software, interfaces, documentation, and any improvements or modifications.
11.2 Customer's IP. The Customer owns all rights in the Customer Content and in any branding, templates or other materials that the Customer provides to GRAND.
11.3 Licence to Customer Content. The Customer grants GRAND a non-exclusive licence, for the Subscription Term, to host, copy, process, transmit and display the Customer Content as needed to provide, maintain and support the Service.
11.4 Service Data. GRAND may collect and use Service Data (logs, performance metrics, configuration metadata and usage analytics) to operate, secure and improve the Service and to provide support and insights to the Customer.
11.5 Aggregated Data. GRAND may create and use Aggregated Data for its own purposes, including improving the Service, developing new services and producing statistics and insights, provided that such data does not identify the Customer or any individual.
11.6 Telemetry and monitoring. GRAND may collect technical and usage information to monitor and improve the Service and its security.
11.7 Feedback. If the Customer or its users provide feedback, ideas or suggestions about the Service, GRAND may use this feedback freely without any obligation to the Customer.
11.8 No sharing of identifiable Customer Content. GRAND will not share the Customer Content in identifiable form with other customers or third parties for their own independent use, except where necessary to provide the Service, to comply with law, or where the Customer has expressly agreed.
11.9 Marketing and AI training. GRAND will not use the Customer Content in identifiable form for general marketing campaigns or for training general-purpose AI models for third parties without the Customer's separate consent.
11.10 No implied licences. Except as expressly set out in the Agreement, no rights or licences are granted to either party.
12. Service levels, support and maintenance
12.1 Availability and efforts. GRAND aims to keep the Service available at all times and will use commercially reasonable efforts to do so, subject to reasonable maintenance and events beyond GRAND's control.
12.2 Support. GRAND provides email support with the aim of responding within twenty-four (24) hours on Danish business days, and phone support on Danish business days between 08:00 and 18:00 (CET).
12.3 Maintenance. GRAND may perform planned maintenance that may affect availability. GRAND will try to schedule maintenance outside normal business hours and will give reasonable advance notice where practicable.
12.4 SLA credits. If an SLA applies, any service credits stated in that SLA are the Customer's sole and exclusive remedy for that SLA failure, in addition to the Customer's right to terminate for material breach under clause 7.3.
13. Changes to the Service and to these terms
13.1 Changes to the Service. GRAND may improve or change the Service from time to time, for example by adding or removing features, fixing bugs or updating interfaces.
13.2 Changes required by law. GRAND may make changes to the Service or to the Agreement where needed to comply with law or with a binding order from a court or authority.
13.3 Changes to these MTC. GRAND may update these MTC from time to time and will notify the Customer of changes at least thirty (30) days before they take effect.
13.4 Material Changes. If a change materially reduces the overall functionality of the Service or results in a material increase in recurring fees during a Subscription Term (a Material Change), GRAND will normally apply the change only from the start of the next Subscription Term and the Customer may terminate the Agreement with effect from the end of the current Subscription Term by giving written notice within thirty (30) days.
13.5 Continued use as acceptance. If the Customer continues to use the Service after a change takes effect and does not terminate under clause 13.4, the Customer is considered to have accepted the change.
14. Warranties and disclaimers
14.1 Authority. Each party warrants that it has the power and authority to enter into the Agreement and to perform its obligations.
14.2 Service warranty. GRAND warrants that, during the Subscription Term, the Service will in all material respects perform as described in the Agreement when used in accordance with the documentation.
14.3 Exclusions. The warranty does not apply to problems caused by use of the Service not in line with the Agreement, third-party systems, or changes not made or approved by GRAND.
14.4 Remedy. The Customer's sole remedy for a breach of the warranty is for GRAND, at its option, to repair or replace the affected part of the Service, or to reduce future fees.
14.5 No other warranties. Except as stated in the Agreement, the Service is provided "as is" and "as available". GRAND does not give any other warranties, whether express or implied.
15. Indemnities
15.1 IP indemnity by GRAND. GRAND will defend the Customer against any claim from a third party that the Customer's authorised use of the Service infringes that third party's intellectual property rights, provided that the Customer promptly notifies GRAND, allows GRAND to control the defence, and provides reasonable assistance.
15.2 Remedies for IP claims. If an IP claim is made or seems likely, GRAND may modify the Service so that it is no longer infringing, replace it with a functionally equivalent service, or terminate the Agreement and refund any prepaid fees for the period after termination.
15.3 Exclusions. GRAND has no liability under clause 15.1 if the claim arises from use of the Service not in line with the Agreement, from use together with items not provided or approved by GRAND, or from changes not made or approved by GRAND.
15.4 Customer indemnity. The Customer will indemnify GRAND against claims, losses and costs that arise from the Customer's unlawful use of the Service, from Customer Content that infringes the rights of others, or from the Customer's use of third-party integrations in breach of the third party's terms.
16. Liability and limits
16.1 Cap on liability. Each party's total aggregate liability under the Agreement in any twelve (12) month period is limited to the total fees (excluding VAT) paid or payable by the Customer under the Agreement in that period.
16.2 Indirect loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, data, or goodwill, to the extent permitted by law.
16.3 Exceptions to the cap. The limits do not apply to the Customer's obligation to pay fees, either party's liability under clause 15, or liability that cannot be limited under Danish law.
16.4 SLA credits. Any service credits granted under Annex 2 sit within the cap in clause 16.1 and are the sole remedy for SLA failures.
16.5 Third-party services. GRAND is not liable for third-party services or products that the Customer uses in connection with the Service, except where required by mandatory law.
16.6 GDPR Article 82. Nothing in this clause 16 limits the rights of data subjects under Article 82 of the GDPR.
16.7 Administrative fines. Each party is solely responsible for any administrative fines or public law penalties imposed on it by a supervisory authority or regulator, unless the parties explicitly agree otherwise in the DPA.
17. Sub-contractors and assignment
17.1 Sub-contractors. GRAND may use sub-contractors, including Sub-processors, to provide the Service. GRAND remains responsible to the Customer for their acts and omissions as for its own.
17.2 Assignment by GRAND. GRAND may assign its rights and obligations under the Agreement to another company in the GRAND group or to a purchaser of its business related to the Service.
17.3 Assignment by Customer. The Customer may not assign the Agreement or any rights or obligations under it without GRAND's prior written consent, which will not be unreasonably withheld.
18. Notices and electronic acceptance
18.1 Notices. Formal notices under the Agreement must be in writing and sent by email or other agreed electronic means. For GRAND, notices shall be sent to mads@grandsystems.com or to any updated contact details notified by GRAND.
18.2 Receipt. A notice is considered received when the email is sent, unless the sender receives a clear error message. For changes under clause 13, notice may also be given via in-product messages.
18.3 Electronic signature and click-accept. The Partner Agreement is normally issued as a HubSpot quote. The parties may enter into the Partner Agreement by electronic signature or by the Customer clicking "I agree", "Accept" or similar in an online flow. By signing or accepting online, the Customer confirms that the person completing the action has authority to bind the Customer.
18.4 Evidence and confirmation. GRAND will keep evidence of acceptance of the Agreement, including a copy of the signed or accepted Partner Agreement, the version IDs of the MTC and DPA in force at the time, the date and time of acceptance, and the name, job title, phone number and email of the person who accepted on behalf of the Customer.
19. Governing law and venue
19.1 Law. The Agreement is governed by Danish law, without regard to conflict-of-laws rules.
19.2 Venue. Any dispute arising out of or in connection with the Agreement that the parties cannot resolve amicably is subject to the exclusive jurisdiction of the courts of Denmark, with the City Court of Copenhagen (Københavns Byret) as the court of first instance.
20. Force majeure
20.1 Force majeure. Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, such as power failures, internet outages, strikes, war, natural disasters or similar events.
20.2 Mitigation. The affected party must take reasonable steps to reduce the effects of the force majeure event and resume performance as soon as reasonably possible.
21. Entire agreement, battle of forms and third-party rights
21.1 Entire agreement. The Agreement is the entire agreement between the parties about the Service and replaces all earlier proposals, agreements and understandings about the Service.
21.2 Battle of forms. Any standard terms or conditions printed on or linked from a purchase order, invoice or other document from the Customer do not apply to the Agreement, unless expressly agreed in a signed schedule to the Partner Agreement.
21.3 No third-party rights. The Agreement does not give any rights to any third party.
22. Severability and waiver
22.1 Severability. If any provision of the Agreement is held invalid or unenforceable, the rest of the Agreement remains in force. The invalid or unenforceable provision will be replaced by a valid provision that comes as close as possible to the original purpose.
22.2 No waiver. If a party does not enforce a right under the Agreement, or delays in enforcing it, that is not a waiver of the right.
23. Survival
23.1 Surviving clauses. The following clauses survive termination or expiry of the Agreement: clauses 5, 8, 9, 10, 11, 14, 15, 16, 18, 19, 21, 22 and 23, together with any other provisions that by their nature are intended to survive.
1. Introduction, scope and structure
1.1 Supplier. The supplier is GRAND Systems ApS, CVR no. 42289086, Højbro Plads 10, 1200 Copenhagen, Denmark ("GRAND").
1.2 Customer. The customer is the legal entity identified in the Partner Agreement (the "Customer").
1.3 Scope. The MTC apply to GRAND's cloud-based property management system and related online services provided to the Customer on a subscription basis in Denmark (the "Service").
1.4 Documents forming the Agreement. The following documents may form the agreement between GRAND and the Customer (the "Agreement"):
(a) The Partner Agreement is the signed or accepted order form between GRAND and the Customer (for example a HubSpot quote) that sets out the commercial terms for the Service, including scope, prices, fees, discounts, term and billing cycle (the "Partner Agreement");
(b) these MTC;
(c) any annexes to these MTC that are expressly referred to in the Partner Agreement or attached to it (the "Annexes"); and
(d) the Data Processing Agreement between GRAND and Customer, version 2.0 (the "DPA").
1.5 Precedence. If there is any conflict between the documents in clause 1.4, they apply in the following order of precedence: (a) the Partner Agreement; (b) these MTC; (c) the Annexes; and (d) the DPA. For matters that relate to the processing of personal data, the DPA prevails over any conflicting term in the other documents.
1.6 Online publication and changes. GRAND publishes the current version of these MTC and a changelog on grandsystems.com/en/legal/terms-and-conditions. The version and effective date are stated at the top of this document.
1.7 Version ID at signing. The version IDs of the MTC and DPA that apply at the start of the Subscription Term are stated in the Partner Agreement and in the confirmation email described in clause 18.4.
2. Definitions
2.1 Defined terms. In the Agreement, the following terms have the meanings set out below:
"Agreement" has the meaning in clause 1.4. "Aggregated Data" means data derived from the Customer Content and/or Service Data that has been aggregated and anonymised so that it does not identify the Customer or any individual. "Annexes" means the annexes listed in clause 2.2. "Controller" and "Processor" have the meanings given in the GDPR.
"Customer Content" means all data and content that the Customer or its users load into the Service in the context of Customer's business, including bookings, reservations, event details, guest and attendee information, billing and company information and Customer's own configuration data. "DPA" means the data processing agreement referred to in clause 1.4(d). "GRAND" means GRAND Systems ApS. "MTC" means these Master Terms & Conditions, version MTC v. 2.0.
"Partner Agreement" has the meaning in clause 1.4(a). "Service" has the meaning in clause 1.3. "Service Data" means technical, operational and usage data generated by the Service in connection with Customer's use (for example logs, audit trails, performance metrics, configuration metadata and usage analytics for Customer's admin users). "Sub-processor" means a processor used by GRAND to provide the Service. "Subscription Term" means the period during which the Customer is entitled to access and use the Service as stated in the Partner Agreement. "User" means an individual user account under the Customer's control.
2.2 Annexes. The following annexes may be agreed between the parties and, if attached to or expressly referred to in the Partner Agreement, will form part of the Agreement: Annex 1 – Service Description; Annex 2 – Service Level Agreement (SLA); Annex 3 – Security and Technical Measures (TOMs); Annex 4 – Sub-processors. If a specific Annex is not attached to or referred to in the Partner Agreement, it does not apply.
2.3 Interpretation. Headings are for convenience only. Words in the singular include the plural and the other way round.
3. Subscription, service and scope
3.1 Grant of subscription. GRAND will make the Service available to the Customer during the Subscription Term as described in the Partner Agreement.
3.2 Initial term and properties. The initial Subscription Term is twelve (12) months from the start date stated in the Partner Agreement, unless a different period is stated there. The Partner Agreement sets out the properties, locations, rooms, units or other agreed basis for the subscription.
3.3 Geographic scope. The Service is provided for use in Denmark. Use in other countries may be subject to additional terms and local requirements.
3.4 Changes to scope. The Customer may add properties, rooms, modules or other scope items in the Service. GRAND may invoice extra fees for use that exceeds the scope stated in the Partner Agreement, in line with clause 5.7.
3.5 Service nature. The Service is a multi-tenant, cloud-based software service. The Customer does not receive a copy of the software or any ownership interest in the software.
3.6 Custom services. Any custom development, consultancy, migration or other professional services are only provided if expressly described in the Partner Agreement or in a separate statement of work attached to the Partner Agreement. No custom services are included solely because a feature has been requested or discussed.
4. Licence, acceptable use and customer responsibilities
4.1 Licence. GRAND grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes and in line with the Agreement.
4.2 Users and access. The Customer may create user accounts for its employees and independent contractors who work for the Customer. The Customer is responsible for all use of the Service under its accounts.
4.3 Restrictions. The Customer must not: (a) allow any third party to access or use the Service, except as permitted in clause 4.2; (b) resell, lease, lend, or provide the Service as a service to third parties; (c) attempt to copy, modify, reverse engineer or decompile any part of the Service, except where this is allowed by mandatory law; (d) remove or change any proprietary rights notices in the Service; (e) use the Service to build a competing product or service; or (f) attempt to bypass any security or usage controls in the Service.
4.4 Acceptable use. The Customer must not use the Service: (a) to store or send unlawful content, or content that infringes the rights of others; (b) to transmit malware or other harmful code; (c) in a way that causes or risks causing harm to the Service, GRAND's systems or other customers; or (d) in a way that violates applicable law.
4.5 Affiliates. If the Partner Agreement states that specific Customer group entities may use the Service, the Customer may permit those entities to use the Service under the Agreement. The Customer remains responsible for their compliance.
4.6 Battle of forms. Any standard terms in Customer's purchase orders or similar documents, or links to such terms, do not apply to the Agreement unless they are expressly accepted by GRAND in a signed schedule to the Partner Agreement.
4.7 Responsibility towards guests and end customers. The Customer is solely responsible for its own services and relationship with guests, event participants and other end customers; for complying with laws that apply to its business; and for ensuring that the way it uses the Service supports its legal obligations. The Service is a tool. GRAND does not provide legal, tax, accounting or regulatory advice.
4.8 Third-party services and integrations. The Service may enable or rely on integrations with third-party services (for example payment providers, invoicing systems or email services). Those services are provided under the third party's own terms. The Customer is responsible for reviewing and accepting those terms and for any data it chooses to send to or receive from such services. GRAND is not responsible for third-party services and is not liable for their availability, security or performance, except where required by mandatory law.
5. Fees, invoicing, indexation and taxes
5.1 Fees. The Customer must pay the fees stated in the Partner Agreement. The standard fee categories are: (a) yearly licence fees for the Service, typically calculated per hotel room and/or per event space per month based on the selected tier (for example Basic, Pro or Enterprise); (b) a one-off onboarding or setup fee for configuration and training; and (c) migration fees, typically charged per booking or record imported into the Service.
5.2 Invoicing. Unless the Partner Agreement states otherwise, GRAND invoices subscription fees yearly in advance; implementation and one-off fees on signing; and extra use and other variable fees monthly in arrears.
5.3 Payment terms. Invoices are due fourteen (14) days from the invoice date, unless the Partner Agreement states a different payment term.
5.4 Late payment. If the Customer does not pay on time, GRAND may charge default interest in line with the Danish Interest Act and reasonable reminder and collection fees that comply with applicable law.
5.5 Taxes. All fees are stated exclusive of VAT and other taxes, unless stated otherwise. The Customer is responsible for VAT and any other applicable taxes on the fees.
5.6 Indexation and price changes. GRAND may change its list prices and standard fee tables for the Service from time to time. Any such change will only apply to Customer from the start of the next Subscription Term. GRAND will notify the Customer of applicable price changes at least thirty (30) days before the start of the Subscription Term in which the change takes effect.
5.7 True-up. GRAND may monitor the Customer's use of the Service. If the Customer's use exceeds the scope agreed in the Partner Agreement, GRAND may invoice the additional licence fees for that use in arrears.
6. Term, renewal and cancellation
6.1 Initial term. The initial Subscription Term is as set out in clause 3.2 and in the Partner Agreement.
6.2 Automatic renewal. Unless either party gives notice of non-renewal under clause 6.3, the Subscription Term renews automatically for further periods of twelve (12) months each (each a Subscription Year).
6.3 Non-renewal. Either party may stop the Agreement from renewing by giving written notice at least thirty (30) days before the end of the current Subscription Term.
6.4 Termination for convenience. The Customer has no general right to terminate the Agreement for convenience during a Subscription Term, unless the Partner Agreement expressly states otherwise.
6.5 Effect of non-renewal or termination for convenience. On non-renewal or termination for convenience, the Customer must pay all fees due for the remaining Subscription Term, unless the parties agree otherwise, and clauses 8, 9, 10, 11, 15, 16, 18, 19, 21, 22 and 23 continue to apply.
7. Suspension and termination for cause
7.1 Suspension for non-payment. If an undisputed invoice is not paid by its due date and remains unpaid fourteen (14) days after GRAND has sent a written reminder, GRAND may suspend the Customer's access to the Service.
7.2 Suspension for misuse or security risk. GRAND may suspend or limit access to the Service with immediate effect if the Customer's use creates a serious security risk, is clearly unlawful or breaches clause 4, or if GRAND is required to do so by law or a competent authority.
7.3 Termination for material breach. Either party may terminate the Agreement with immediate effect if the other party commits a material breach and does not fix it within thirty (30) days after receiving written notice that describes the breach.
7.4 Termination for insolvency. Either party may terminate the Agreement with immediate effect if the other party is insolvent, enters into liquidation or restructuring, or ceases to carry on business.
7.5 No waiver of fees. Suspension or termination for cause does not relieve the Customer from the obligation to pay fees that have accrued before the suspension or termination.
7.6 Data during suspension. Suspension under this clause 7 does not in itself trigger deletion of the Customer Content or Service Data. The Customer's rights to export and deletion under clause 8 continue to apply during and after any suspension.
8. Exit, data export and deletion
8.1 Data export on request during term. The Customer may request an export of the Customer Content at any time during the Subscription Term. GRAND will provide a standard export in a structured, commonly used, machine-readable format such as CSV or JSON within thirty (30) days after receiving the request.
8.2 Data export at end of Agreement. When the Agreement ends, the Customer may request one final export of the Customer Content. The Customer must submit the request no later than thirty (30) days after termination.
8.3 Additional exports or formats. If the Customer requests additional exports or non-standard formats, the parties may agree reasonable fees for such work as a professional service.
8.4 Deletion / anonymisation. GRAND will delete or irreversibly anonymise the Customer Content within thirty (30) days after providing the final export under clause 8.2, or after the deadline in clause 8.2 passes without a request for export.
8.5 Retention for legal reasons, Service Data and Aggregated Data. GRAND may keep copies of data where required by law, for accounting, tax or audit purposes, or to establish, exercise or defend legal claims. GRAND may also keep Service Data and Aggregated Data for its own purposes as described in clauses 10 and 11.
8.6 Transition assistance. If the Customer wishes GRAND to provide reasonable assistance with transition to another provider, the parties will agree the scope and fees for that assistance in writing.
9. Confidentiality
9.1 Confidential information. "Confidential Information" means non-public information that one party (the "Disclosing Party") gives to the other party (the "Receiving Party") in connection with the Agreement and that is marked as confidential or should reasonably be understood to be confidential.
9.2 Obligations. The Receiving Party must use the Confidential Information only to perform its obligations under the Agreement, protect it with at least reasonable care, and only share it with employees, contractors and advisers who need it and who are bound by obligations of confidentiality.
9.3 Exceptions. The obligations do not apply to information that is publicly available without breach of the Agreement, was lawfully known before receipt, is received from a third party allowed to disclose it, or is developed independently without using the Confidential Information.
9.4 Required disclosure. The Receiving Party may disclose Confidential Information if required by law or by a court or authority, but must, where lawful, give the Disclosing Party prior notice.
9.5 Breach. A breach of this clause 9 is a material breach of the Agreement.
10. Data protection and security
10.1 Role split. Where the Customer is a hotel, venue or similar end-provider, the Customer is the Controller of all personal data relating to guests and attendees held in the Service. GRAND acts as Processor for all such data when it processes it to provide the Service. GRAND is an independent Controller for its own business and relationship data (sales and marketing, contracting and billing, admin user and usage analytics).
10.2 DPA. For processing where GRAND acts as Processor or Sub-processor on behalf of the Customer, the DPA applies. GRAND's independent Controller activities are described in GRAND's privacy notice.
10.3 Security measures. GRAND will maintain appropriate technical and organisational measures to protect personal data, in line with Article 32 of the GDPR. A high-level description is set out in Annex 3.
10.4 Sub-processors and international transfers. GRAND may engage Sub-processors to provide the Service. Some are located outside the EU/EEA, including in the United States; in such cases GRAND will ensure appropriate safeguards for international transfers in line with Chapter V of the GDPR. GRAND will give the Customer at least thirty (30) days' notice before adding or replacing a Sub-processor.
10.5 Sensitive data and free-text fields. The Service includes free-text fields for notes. The Service does not require the Customer to load special categories of personal data. If the Customer chooses to enter any special category data, the Customer must minimise it and remains responsible for having a lawful basis and complying with GDPR obligations.
10.6 Data breaches. GRAND will notify the Customer without undue delay after becoming aware of a personal data breach that affects the Customer Content, in line with the DPA.
10.7 GDPR rights not limited. Nothing in the Agreement limits the rights of data subjects under Article 82 of the GDPR.
10.8 Data categories. Typical personal data processed in the Service includes, for guests and attendees: name, email, phone, nationality, date of birth, gender, booking and stay details, event and catering details, billing information, company name and address details. For the Customer's staff and administrators: identification and contact details, login and authentication data, last login timestamps, language settings and profile photos.
10.9 Privacy notice. GRAND will maintain a publicly available privacy notice describing its independent Controller purposes, including telemetry and security monitoring, fraud and abuse prevention, product analytics, invoicing and any related international transfers.
11. Intellectual property, Customer Content, Service Data and analytics
11.1 GRAND's IP. GRAND and its licensors own all rights in and to the Service, its software, interfaces, documentation, and any improvements or modifications.
11.2 Customer's IP. The Customer owns all rights in the Customer Content and in any branding, templates or other materials that the Customer provides to GRAND.
11.3 Licence to Customer Content. The Customer grants GRAND a non-exclusive licence, for the Subscription Term, to host, copy, process, transmit and display the Customer Content as needed to provide, maintain and support the Service.
11.4 Service Data. GRAND may collect and use Service Data (logs, performance metrics, configuration metadata and usage analytics) to operate, secure and improve the Service and to provide support and insights to the Customer.
11.5 Aggregated Data. GRAND may create and use Aggregated Data for its own purposes, including improving the Service, developing new services and producing statistics and insights, provided that such data does not identify the Customer or any individual.
11.6 Telemetry and monitoring. GRAND may collect technical and usage information to monitor and improve the Service and its security.
11.7 Feedback. If the Customer or its users provide feedback, ideas or suggestions about the Service, GRAND may use this feedback freely without any obligation to the Customer.
11.8 No sharing of identifiable Customer Content. GRAND will not share the Customer Content in identifiable form with other customers or third parties for their own independent use, except where necessary to provide the Service, to comply with law, or where the Customer has expressly agreed.
11.9 Marketing and AI training. GRAND will not use the Customer Content in identifiable form for general marketing campaigns or for training general-purpose AI models for third parties without the Customer's separate consent.
11.10 No implied licences. Except as expressly set out in the Agreement, no rights or licences are granted to either party.
12. Service levels, support and maintenance
12.1 Availability and efforts. GRAND aims to keep the Service available at all times and will use commercially reasonable efforts to do so, subject to reasonable maintenance and events beyond GRAND's control.
12.2 Support. GRAND provides email support with the aim of responding within twenty-four (24) hours on Danish business days, and phone support on Danish business days between 08:00 and 18:00 (CET).
12.3 Maintenance. GRAND may perform planned maintenance that may affect availability. GRAND will try to schedule maintenance outside normal business hours and will give reasonable advance notice where practicable.
12.4 SLA credits. If an SLA applies, any service credits stated in that SLA are the Customer's sole and exclusive remedy for that SLA failure, in addition to the Customer's right to terminate for material breach under clause 7.3.
13. Changes to the Service and to these terms
13.1 Changes to the Service. GRAND may improve or change the Service from time to time, for example by adding or removing features, fixing bugs or updating interfaces.
13.2 Changes required by law. GRAND may make changes to the Service or to the Agreement where needed to comply with law or with a binding order from a court or authority.
13.3 Changes to these MTC. GRAND may update these MTC from time to time and will notify the Customer of changes at least thirty (30) days before they take effect.
13.4 Material Changes. If a change materially reduces the overall functionality of the Service or results in a material increase in recurring fees during a Subscription Term (a Material Change), GRAND will normally apply the change only from the start of the next Subscription Term and the Customer may terminate the Agreement with effect from the end of the current Subscription Term by giving written notice within thirty (30) days.
13.5 Continued use as acceptance. If the Customer continues to use the Service after a change takes effect and does not terminate under clause 13.4, the Customer is considered to have accepted the change.
14. Warranties and disclaimers
14.1 Authority. Each party warrants that it has the power and authority to enter into the Agreement and to perform its obligations.
14.2 Service warranty. GRAND warrants that, during the Subscription Term, the Service will in all material respects perform as described in the Agreement when used in accordance with the documentation.
14.3 Exclusions. The warranty does not apply to problems caused by use of the Service not in line with the Agreement, third-party systems, or changes not made or approved by GRAND.
14.4 Remedy. The Customer's sole remedy for a breach of the warranty is for GRAND, at its option, to repair or replace the affected part of the Service, or to reduce future fees.
14.5 No other warranties. Except as stated in the Agreement, the Service is provided "as is" and "as available". GRAND does not give any other warranties, whether express or implied.
15. Indemnities
15.1 IP indemnity by GRAND. GRAND will defend the Customer against any claim from a third party that the Customer's authorised use of the Service infringes that third party's intellectual property rights, provided that the Customer promptly notifies GRAND, allows GRAND to control the defence, and provides reasonable assistance.
15.2 Remedies for IP claims. If an IP claim is made or seems likely, GRAND may modify the Service so that it is no longer infringing, replace it with a functionally equivalent service, or terminate the Agreement and refund any prepaid fees for the period after termination.
15.3 Exclusions. GRAND has no liability under clause 15.1 if the claim arises from use of the Service not in line with the Agreement, from use together with items not provided or approved by GRAND, or from changes not made or approved by GRAND.
15.4 Customer indemnity. The Customer will indemnify GRAND against claims, losses and costs that arise from the Customer's unlawful use of the Service, from Customer Content that infringes the rights of others, or from the Customer's use of third-party integrations in breach of the third party's terms.
16. Liability and limits
16.1 Cap on liability. Each party's total aggregate liability under the Agreement in any twelve (12) month period is limited to the total fees (excluding VAT) paid or payable by the Customer under the Agreement in that period.
16.2 Indirect loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, data, or goodwill, to the extent permitted by law.
16.3 Exceptions to the cap. The limits do not apply to the Customer's obligation to pay fees, either party's liability under clause 15, or liability that cannot be limited under Danish law.
16.4 SLA credits. Any service credits granted under Annex 2 sit within the cap in clause 16.1 and are the sole remedy for SLA failures.
16.5 Third-party services. GRAND is not liable for third-party services or products that the Customer uses in connection with the Service, except where required by mandatory law.
16.6 GDPR Article 82. Nothing in this clause 16 limits the rights of data subjects under Article 82 of the GDPR.
16.7 Administrative fines. Each party is solely responsible for any administrative fines or public law penalties imposed on it by a supervisory authority or regulator, unless the parties explicitly agree otherwise in the DPA.
17. Sub-contractors and assignment
17.1 Sub-contractors. GRAND may use sub-contractors, including Sub-processors, to provide the Service. GRAND remains responsible to the Customer for their acts and omissions as for its own.
17.2 Assignment by GRAND. GRAND may assign its rights and obligations under the Agreement to another company in the GRAND group or to a purchaser of its business related to the Service.
17.3 Assignment by Customer. The Customer may not assign the Agreement or any rights or obligations under it without GRAND's prior written consent, which will not be unreasonably withheld.
18. Notices and electronic acceptance
18.1 Notices. Formal notices under the Agreement must be in writing and sent by email or other agreed electronic means. For GRAND, notices shall be sent to mads@grandsystems.com or to any updated contact details notified by GRAND.
18.2 Receipt. A notice is considered received when the email is sent, unless the sender receives a clear error message. For changes under clause 13, notice may also be given via in-product messages.
18.3 Electronic signature and click-accept. The Partner Agreement is normally issued as a HubSpot quote. The parties may enter into the Partner Agreement by electronic signature or by the Customer clicking "I agree", "Accept" or similar in an online flow. By signing or accepting online, the Customer confirms that the person completing the action has authority to bind the Customer.
18.4 Evidence and confirmation. GRAND will keep evidence of acceptance of the Agreement, including a copy of the signed or accepted Partner Agreement, the version IDs of the MTC and DPA in force at the time, the date and time of acceptance, and the name, job title, phone number and email of the person who accepted on behalf of the Customer.
19. Governing law and venue
19.1 Law. The Agreement is governed by Danish law, without regard to conflict-of-laws rules.
19.2 Venue. Any dispute arising out of or in connection with the Agreement that the parties cannot resolve amicably is subject to the exclusive jurisdiction of the courts of Denmark, with the City Court of Copenhagen (Københavns Byret) as the court of first instance.
20. Force majeure
20.1 Force majeure. Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, such as power failures, internet outages, strikes, war, natural disasters or similar events.
20.2 Mitigation. The affected party must take reasonable steps to reduce the effects of the force majeure event and resume performance as soon as reasonably possible.
21. Entire agreement, battle of forms and third-party rights
21.1 Entire agreement. The Agreement is the entire agreement between the parties about the Service and replaces all earlier proposals, agreements and understandings about the Service.
21.2 Battle of forms. Any standard terms or conditions printed on or linked from a purchase order, invoice or other document from the Customer do not apply to the Agreement, unless expressly agreed in a signed schedule to the Partner Agreement.
21.3 No third-party rights. The Agreement does not give any rights to any third party.
22. Severability and waiver
22.1 Severability. If any provision of the Agreement is held invalid or unenforceable, the rest of the Agreement remains in force. The invalid or unenforceable provision will be replaced by a valid provision that comes as close as possible to the original purpose.
22.2 No waiver. If a party does not enforce a right under the Agreement, or delays in enforcing it, that is not a waiver of the right.
23. Survival
23.1 Surviving clauses. The following clauses survive termination or expiry of the Agreement: clauses 5, 8, 9, 10, 11, 14, 15, 16, 18, 19, 21, 22 and 23, together with any other provisions that by their nature are intended to survive.
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