Terms of Service

Effective date: June 26, 2026 · Last updated: June 26, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and VERIDIEN (SP08022026) ("Veridien," "we," "us," or "our") governing your access to and use of the Veridien platform, including all associated websites, modules, add-on services, APIs, and mobile and desktop applications (collectively, the "Service"). By creating an account, accessing, or using the Service — by any means we make available, including the execution of a binding order form or subscription ("Order") — you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, you must not access or use the Service.

1. Definitions

"Add-On Services" means optional modules and services that may be enabled within the Service for additional fees, such as the Channel Manager, Multi-Currency, the Restaurant module, Vesper AI, and the Booking Engine.

"Authorized User" means any individual whom the Customer permits to access the Service under the Customer's account, including employees, contractors, and agents.

"Booking Engine" means Veridien's website and direct-booking tool that allows the Customer to accept reservations directly from Guests, optionally on a custom domain.

"Channel Manager" means the Add-On Service that synchronizes availability, rates, and reservations between the Service and Third-Party Channels through our integration with Channex.

"Customer Data" means all data, information, and content submitted, uploaded, or otherwise made available to the Service by the Customer or its Authorized Users, including guest records, reservation data, financial transactions, content, and property configurations.

"Guest" means an individual who books, stays at, or otherwise transacts with a Property managed by the Customer through the Service.

"Payment Processor" means a PCI DSS-certified third party that processes card and other payments on the Customer's behalf through the Service.

"Property" means a hospitality establishment (hotel, resort, inn, hostel, serviced apartment, or similar) registered by the Customer within the Service.

"Subscription" means the paid plan selected by the Customer, which determines the features, room capacity, and Add-On Services available.

"Third-Party Channel" means an external online travel agency, marketplace, or booking platform (such as Booking.com, Airbnb, Expedia, or VRBO) connected to the Service through the Channel Manager.

"Third-Party Service Provider" means any external vendor, integration, or service provider the Customer engages or connects to in connection with the Service.

"Service Level Agreement" (SLA) means the uptime and performance commitments described in Section 13 of these Terms.

2. Eligibility, Account Registration, and Verification

You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. By registering, you represent and warrant that all information you provide is true, accurate, current, and complete, and you agree to keep it accurate and up to date. The address and contact details you provide during registration shall be deemed the official details for all billing, invoicing, tax, contractual, and notice purposes, and we are not liable for consequences arising from outdated or incorrect information you submit.

Account Security. You are responsible for maintaining the confidentiality of your account credentials, including passwords and API keys, and for all activities that occur under your account, whether or not authorized by you. Each Authorized User must have a unique login; credential sharing between individuals is prohibited. You must notify us immediately at [email protected] if you suspect unauthorized access to your account. You are liable for all acts and omissions of your Authorized Users in connection with the Service.

Verification (Know Your Customer). To use certain features — particularly payment-related features — you may be required to complete identity and business verification ("KYC"). This may involve providing identification documents, proof of address, business details, and other information we or our verification providers reasonably require. We may verify the information you provide using third-party services. Providing false or misleading information, or failing to complete verification, may result in suspension or termination of your access to the Service.

3. Scope of Service

Veridien is a cloud-based property management system (PMS) for hospitality businesses. The Service includes core modules such as:

• Front desk management and guest check-in/check-out
• Reservation management with calendar and list views
• Billing, folio management, invoicing, and payment journals
• Housekeeping task management and room status tracking
• Guest profiles, inbox, reviews, and communication management
• Rate plan configuration and revenue management
• Role-based access control and audit logging

The following are available as optional Add-On Services, subject to separate pricing and, where applicable, additional terms:

• Channel Manager — two-way synchronization with Third-Party Channels via Channex
• Booking Engine — direct-booking website, optionally on a custom domain
• Multi-Currency — foreign-currency billing and display
• Restaurant Module — point of sale, table management, and kitchen display (KDS)
• Vesper AI — AI-powered guest communication and operations assistant
• Veridien API — programmatic access to the Service

We reserve the right to modify, update, or discontinue features of the Service at any time. Material changes that reduce core functionality will be communicated to active subscribers with at least 30 days' notice, except where urgent changes are required for security or legal compliance.

4. Channel Manager and Third-Party Channels

The Channel Manager synchronizes your availability, rates, and reservations with Third-Party Channels exclusively through our integration with Channex. Veridien does not connect directly to Third-Party Channels.

Connection and Maintenance. Connecting a Third-Party Channel (each, an "Integration") may require you to change credentials or mappings on that channel. You are solely responsible for establishing and maintaining each Integration and for keeping your accounts on Third-Party Channels in good standing. Once connected, the Service may import listings, reservations, and channel fees into your account, and lets you manage current and future reservations from within the Service.

Your Responsibility. Veridien is not responsible for any loss of data, reservations, or revenue resulting from your failure to maintain an Integration, from changes a Third-Party Channel makes to its platform or terms, or from any issue arising in your account with a Third-Party Channel. You are responsible for all amounts owed to Third-Party Channels and for complying with their terms. Certain Integrations or "premium" channels may carry additional fees as stated in your Order.

5. Third-Party Service Providers

The Service may integrate with or provide access to Third-Party Service Providers. All communications, transactions, payments, and engagements with a Third-Party Service Provider are solely between you and that provider. Veridien does not screen, endorse, or guarantee any Third-Party Service Provider and is not responsible for their products, services, availability, or conduct. Your use of any third-party service is governed by that provider's terms and privacy policy.

6. Payments and Payment Processing

Where you use the Service to collect payments from Guests, those payments are processed by a PCI DSS-certified Payment Processor on an "as-is" and "as-available" basis. Veridien does not store full card numbers and is not liable for errors, malfunctions, or security incidents of the Payment Processor. The Payment Processor may charge transaction fees, and we may deduct or withhold amounts where reasonably necessary. You are exclusively responsible for all tax filings, withholdings, refunds, and chargebacks in connection with payments you collect from Guests, and for the legality of your payment, cancellation, and refund policies.

7. Subscription, Billing, and Payment

Billing Cycle. Subscriptions are billed monthly or annually, as selected during registration. Annual plans receive a discount off the monthly rate. Unless otherwise stated, all fees are quoted and charged in United States Dollars (USD); where we offer another supported currency, the currency selected at setup applies to all fees, and we are not responsible for bank or exchange-rate differences.

Room-Based Pricing. Your base subscription fee is determined by the number of rooms registered in your Property. When your room count crosses into a new pricing band, your fees adjust accordingly. Upgrades are prorated for the remainder of the current period; downgrades take effect at the start of the next billing cycle.

Add-On Services. Add-On Services may be enabled or disabled at any time. Enabling an Add-On mid-cycle results in a prorated charge; disabling one takes effect at the end of the current period.

Free Trial. New accounts on the Starter plan (1–10 rooms) are eligible for a 7-day free trial; no credit card is required to begin. At the end of the trial, valid payment information is required to continue, failing which the account will be suspended.

Change of Fees. We may adjust fees, rates, packages, and billing cycles and will notify you in advance. For fixed-term subscriptions, an increase takes effect at the start of the next term. Your continued use after the effective date constitutes acceptance.

Payment Methods. We accept major credit and debit cards; wire transfer is available for annual plans. You authorize us to charge your default payment method for all applicable fees and outstanding balances. It is your responsibility to keep billing information accurate and current.

Late Payment. Fees not paid by their due date are overdue. If payment fails or is overdue for more than 14 days, we may suspend access to the Service after reasonable notice. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you agree to reimburse reasonable costs of collection. Your data will be retained for at least 60 days following suspension to allow resolution, after which we may permanently delete your account and associated data.

Taxes. All fees are exclusive of applicable taxes (VAT, GST, sales tax, withholding tax). You are responsible for all taxes associated with your use of the Service and with your Property and Guest income, except for taxes based on Veridien's net income.

Refunds. Except as expressly stated, fees are non-refundable and you are not entitled to a refund for partial use. Monthly subscriptions are non-refundable. Annual subscriptions may be refunded on a prorated basis within the first 30 days of the term; after 30 days they are non-refundable. You may not offset or deduct any amount from fees owed to Veridien.

8. Customer Data and Ownership

Your Data, Your Property. You retain all rights, title, and interest in your Customer Data. Veridien does not claim ownership of Customer Data and processes it solely to provide and improve the Service, in accordance with our Privacy Policy and any applicable Data Processing Agreement (DPA).

License to Veridien. You grant Veridien a limited, non-exclusive, worldwide license to host, use, process, store, and transmit Customer Data solely to provide the Service. This license terminates upon deletion of the relevant data or termination of your account.

Data Portability. You may export your Customer Data at any time using the Service's export functionality. Upon termination, you have 30 days to export your data before permanent deletion, except as we are required by law to retain.

Aggregated Data. We may use anonymized, aggregated data derived from Customer Data for analytics and benchmarking. Such data will not identify you, your Property, or any individual Guest.

Backups. Although we maintain backups as described in Section 14, you remain responsible for retaining your own copies of Customer Data where appropriate.

9. Booking Engine and Customer Websites

If you use the Booking Engine, you are solely responsible for all content you provide or publish (text, images, descriptions, room information, alt text, policies, and accessibility descriptions) and for ensuring your site and content comply with all applicable laws, including consumer-protection, privacy, and accessibility laws (such as, where applicable, the Americans with Disabilities Act, the California Unruh Civil Rights Act, and the DOJ reservation rule at 28 C.F.R. § 36.302(e), which requires identifying and describing accessible features of rooms). Veridien does not assert ownership of, and is not the publisher of, your content, and use of the Booking Engine does not guarantee compliance with any law or accessibility standard. You are responsible for establishing your own website terms and privacy policy.

Custom Domains. You may connect a domain you own or register one through the Service. Domain availability and registration are provided on an "as-is" and "as-available" basis; registration creates no proprietary right, and you are responsible for the domain you select and for any third-party challenges to it. If your Booking Engine subscription is cancelled, your site will be unpublished, and domain services tied to it may lapse on their renewal date.

10. Vesper AI and Automated Features

Vesper AI and other AI-assisted features process Customer Data and Guest data to power guest communication, search, automation, content generation, and operational assistance, using our own and third-party AI providers under contractual safeguards. AI outputs may be inaccurate or incomplete. You are responsible for reviewing AI-generated content before it is sent to Guests or relied upon, and final decisions affecting Guests or individuals are made or meaningfully reviewed by your personnel. We do not use Vesper for solely automated decisions that produce legal or similarly significant effects on individuals without human oversight.

11. Veridien API

We grant you a non-exclusive, non-transferable, revocable license to access and use the Veridien API to integrate the Service with your own systems. You must keep your API keys confidential, must not exceed published rate limits, and must not use the API to build a competing product, for unlawful activity, or in violation of these Terms or our Privacy Policy. The API is provided "as-is." If your access is terminated, you must stop using the API and delete data retrieved through it, except as required by law.

12. Mobile and Desktop Applications

The Service may be accessed through Veridien's mobile and desktop applications (each, an "App"). Your use of an App may be subject to the terms of the marketplace from which you obtained it (such as the Apple App Store or Google Play). Where you obtain an App from the Apple App Store, you agree to the applicable Apple terms; Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in an embargoed country and are not on any government list of prohibited or restricted parties. Marketplace operators are not responsible for providing support for the App.

13. Service Availability and SLA

Uptime Commitment. Veridien targets 99.9% uptime for the Service, measured per calendar month, excluding scheduled maintenance. Scheduled maintenance will be communicated at least 48 hours in advance and performed during off-peak hours where possible. We may perform unscheduled maintenance without notice to address urgent security or stability issues.

Service Credits. If the Service fails to meet the 99.9% target in a calendar month, eligible paid customers may request service credits, calculated as a percentage of the monthly fee proportional to the downtime, up to 30% of the monthly fee. Credits must be requested within 30 days of the event and are your sole remedy for downtime.

Exclusions. The uptime commitment excludes downtime caused by: (a) factors outside our reasonable control, including force majeure; (b) Third-Party Channels, Third-Party Service Providers, networks, or infrastructure; (c) your equipment, software, or connectivity; (d) scheduled maintenance; or (e) acts or omissions of you or your Authorized Users.

14. Security and Compliance

Infrastructure. The Service is hosted on Sevalla, a SOC 2 Type II and ISO 27001 certified platform built on Google Cloud, within isolated networks with enterprise-grade firewalls, DDoS protection, and intrusion detection.

Encryption. Data in transit is encrypted using TLS 1.2 or higher; data at rest is encrypted using AES-256. Backups are encrypted and replicated across geographically separate regions.

Compliance Program. Veridien uses SOC 2 and GDPR-compliant providers across our stack and is actively pursuing SOC 2 Type II and formal GDPR compliance certification. We will update this section as certifications are completed.

GDPR. Veridien acts as data processor on behalf of customers (data controllers) with respect to Guest personal data. A DPA is available upon request and forms part of these Terms for customers subject to the GDPR or UK GDPR. Contact [email protected].

PCI DSS. Veridien does not store, process, or transmit cardholder data directly; payments are handled by PCI DSS Level 1 certified processors, and we maintain PCI DSS SAQ-A compliance for that integration.

Backup and Disaster Recovery. Customer Data is continuously backed up with point-in-time recovery, replicated across regions, with a Recovery Time Objective (RTO) of 4 hours and a Recovery Point Objective (RPO) of 1 hour. Recovery procedures are tested quarterly.

Incident Response. We maintain a documented incident response plan and will notify affected customers within 72 hours of confirming a security incident affecting Customer Data, in line with GDPR Article 33.

15. Acceptable Use Policy

You agree not to, and will ensure your Authorized Users do not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation, including privacy, anti-spam, and intellectual property laws
• Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the limited extent permitted by law
• Circumvent, manipulate, or attempt to enable features that are disabled, inaccessible, or undocumented, or avoid usage limits or fees
• Interfere with, disrupt, or place an undue burden on the Service or connected networks
• Store or transmit malicious code, viruses, or harmful software
• Resell, sublicense, or distribute access to the Service, or use it to build a competing product
• Use the Service to send unsolicited communications (spam) or unlawful content to Guests or others
• Scrape, crawl, or use automated means to extract data beyond the functionality provided
• Use the Service in a manner that could damage, disable, or impair it for other customers
• Impersonate any person or misrepresent your affiliation with any person or entity

Violation of this Section may result in immediate suspension or termination without prior notice. We may employ technological measures to detect and prevent fraudulent or abusive use.

16. Intellectual Property

Veridien's IP. The Service — including all software, code, design, text, graphics, logos, trademarks, and the overall "look and feel" — is the exclusive property of Veridien and its licensors and is protected by international copyright, trademark, patent, and trade-secret laws. These Terms grant you only a limited right to use the Service and confer no other right, title, or interest. You may not use Veridien's names, marks, or logos without our prior written consent.

Feedback. If you provide suggestions, ideas, or feedback ("Feedback"), you grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and incorporate the Feedback into the Service without obligation to you.

17. Confidentiality

Each party agrees to protect the other's Confidential Information and not to disclose it except as required by law or as necessary to perform under these Terms. "Confidential Information" includes business plans, customer lists, technical data, pricing, and information designated as confidential. This obligation survives termination for three (3) years, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.

18. Taxes

Our fees do not include VAT, sales tax, or other applicable taxes. Where such taxes apply, they will be added and you consent to those charges. You are solely responsible for filing all tax forms and paying all taxes applicable to your Property and the income you generate from it.

19. Warranties and Disclaimers

Our Warranty. Veridien warrants that the Service will perform materially in accordance with its documentation and that we will use commercially reasonable efforts to maintain its security and integrity.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ADD-ON SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERIDIEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VERIDIEN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT IT WILL MEET YOUR EXPECTED BUSINESS OUTCOMES.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VERIDIEN, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

VERIDIEN'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO VERIDIEN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY ARISING FROM (A) VERIDIEN'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

21. Indemnification

You agree to indemnify, defend, and hold harmless Veridien and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or the rights of any third party; (c) your Customer Data or content, including any claim that it infringes or misappropriates a third party's rights; (d) your dealings with Guests, Third-Party Channels, or Third-Party Service Providers; or (e) any unauthorized use of your account.

22. Pilot and Beta Features

We may make pre-release, pilot, or beta features available for evaluation and feedback. Such features are provided "as-is," may be changed or withdrawn at any time, may be subject to additional terms, and are excluded from the SLA and from the warranties in these Terms.

23. Communications

When you use the Service or contact us, you consent to receive communications from us electronically, and you agree that electronic notices satisfy any legal requirement that communications be in writing. We will send service, transactional, and administrative messages relating to your account; you may opt out of promotional emails at any time using the unsubscribe link. Where the Service sends SMS or other messages to your Guests on your behalf, you are responsible for having a lawful basis and any required consent to do so.

24. Term and Termination

Term. These Terms commence when you create an account and continue until terminated in accordance with this Section. Fixed-term subscriptions remain in effect for their term and, unless your Order states otherwise, renew for successive terms of equal length unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Termination by You. You may terminate your account at any time via the cancellation feature in the Service or by contacting [email protected]. Cancellation takes effect at the end of your current billing period, and you retain access until then. You remain responsible for completing any required deactivation steps (such as deactivating listings on Third-Party Channels).

Termination or Suspension by Veridien. We may suspend or terminate your account immediately if: (a) you breach a material provision of these Terms, including the Acceptable Use Policy; (b) your payment is overdue for more than 30 days; (c) we are required to do so by law; or (d) we reasonably determine your use poses a security or legal risk to the Service or other users.

Effect of Termination. Upon termination, your right to access the Service ceases immediately, and you must settle all fees accrued up to the effective date, including fees for reservations confirmed before termination. You will have 30 days to export Customer Data, after which we will permanently delete it except as required by law.

Survival. Sections 8, 16, 17, 19, 20, 21, 26, and 27, and any other provision that by its nature should survive, shall survive termination.

25. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you at least 30 days before they take effect by email to your account address and by posting a notice within the Service. Where required for legal or security reasons, changes may take effect immediately. Your continued use after the effective date constitutes acceptance; if you do not agree, you must discontinue use of the Service.

26. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Maldives, without regard to conflict-of-law principles.

Informal Resolution. Before initiating any proceeding, you agree to first contact us at [email protected] and attempt to resolve the dispute informally within 30 days.

Forum. Any dispute not resolved informally shall be brought exclusively in the competent courts of the Republic of Maldives, and the parties submit to their jurisdiction. The parties agree that disputes shall be adjudicated on an individual basis. Nothing in this Section prevents either party from seeking injunctive relief to protect its intellectual property or confidential information in any court of competent jurisdiction.

27. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, any applicable DPA, and your Order, constitute the entire agreement between you and Veridien regarding the Service and supersede all prior agreements. In case of conflict, an executed Order prevails over these Terms.

Severability. If any provision is found unenforceable, the remaining provisions continue in full force and effect.

Waiver. Our failure to enforce any right or provision is not a waiver of it.

Assignment. You may not assign these Terms without our prior written consent. Veridien may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to an affiliate.

No Third-Party Beneficiaries. Except for Apple as stated in Section 12, these Terms confer no rights on any third party.

Force Majeure. Veridien is not liable for any failure or delay resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, labor disputes, internet outages, or third-party service failures.

Attorney Fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorney fees and costs.

Notices. Notices to you will be sent to the email associated with your account. Notices to Veridien should be sent to [email protected].

Interpretation. "Including," "such as," and similar terms are illustrative and not limiting.

28. Keynotes About Veridien

Veridien provides software; you manage your Property, not Veridien. Veridien is not a real estate agent or broker, a travel agent, or a provider of travel or accommodation services, and does not guarantee any bookings, earnings, or business outcomes. Veridien is not a party to any transaction or engagement between you and your Guests and is not responsible for: the condition, quality, safety, or legality of your Property; your policies regarding Guests, cancellations, or refunds; your insurance; or the acts, omissions, payments, or conduct of Guests or other third parties.

29. Contact Us

If you have questions, concerns, or requests regarding these Terms, contact us:

• General legal inquiries: [email protected]
• Support: [email protected]
• Security issues: [email protected]
• Privacy and data protection: [email protected]