Terms of Service & End User License Agreement

This draft replaces the previous review draft and reflects features added since then: staff invitations by email, SMS and onboarding QR code; employee badges protected by private tokens; an AI guest concierge that writes answers from the hotel's knowledge base; tiered incident-photo retention with legal holds; staff photo consent, data export and erasure tools; configurable commissions; and limited public demonstrations. Supplied wording from the earlier draft is kept where it still applies. New wording is a proposal for counsel and has not been approved.

Velum OS provides cloud-based hospitality recordkeeping, AI-assisted transcription and translation, an AI guest concierge, configurable task dispatch, incident photo records, inventory and asset tracking, and administrative expense tracking (the "Service") for business-to-business hospitality operations.

Provider: [TO CONFIRM — Velum OS legal entity, registered address and notice contact]. Customer: [TO CONFIRM — hotel legal entity and authorized representative].

Before production use, the parties will agree a readiness schedule listing the agreed safeguards, owners, evidence and target dates. Readiness is established only by that documented review. If an agreed safeguard is not met, [COUNSEL DECISION — notice, cure period and remedies] applies.

1. Role assignment: Access levels (for example manager, front desk and housekeeping) are granted only by an authorized Customer administrator or Velum OS. Choosing a role during sign-up records a preference only and does not grant access.
2. Invitations: Managers may invite staff by email, SMS or an onboarding QR code. Each invitation link is single-use and tied to the inviting manager's hotel. Customer is responsible for sending invitations only to the intended person and for revoking unused or misdirected invitations [TO CONFIRM — revocation procedure and link expiry].
3. Account security: Customer is responsible for removing access of departing staff and for keeping sign-in credentials confidential.

1. Probabilistic output: The Service uses third-party AI models to transcribe recorded audio, translate, answer guest questions, and classify requests, and offers 28 selectable interface languages. Accuracy and speed vary with noise, accent, dialect, browser and provider availability. Selectable languages are not each independently validated for speech or translation accuracy.
2. Automatic language: The Service may detect the language a person writes or speaks in and reply in that language. Translated text shown to staff or guests is a convenience; the original record is kept for reference.
3. Browser speech recognition: Where live speech recognition is used, it is provided by the user's browser or device and may be processed on that provider's servers rather than on the device, under that provider's terms.
4. Review indicators: Any displayed confidence or review flag is an operational indicator, not a guarantee of accuracy. The Service does not promise a specific confidence threshold.
5. Staff verification: Customer personnel must verify material translations, room numbers, locations, quantities and priorities before physical action, payment or reliance. Guest requests typed from a general hotel page are marked "room not confirmed" until staff confirm the room. Supported automatic actions are listed in [TO CONFIRM — workflow schedule].
6. Allocation: Subject to applicable law and Section 12, Velum OS is not responsible for losses to the extent caused by Customer's failure to perform these review duties. This does not excuse Velum OS's own breach or negligence.

1. Customer-supplied knowledge: The AI concierge answers guests using the topics, answers and instructions Customer enters in its knowledge base. Customer is responsible for keeping that content accurate, current and suitable for guests, and must not enter private staff, vendor or cost information intended only for staff.
2. Generated wording: Concierge replies are written by an AI model and are not checked word for word against Customer's entries. A reply may paraphrase, omit or, despite instructions, add details not in the knowledge base. Replies are not binding offers, price quotes or policy commitments of Customer or Velum OS [COUNSEL DECISION — guest-facing disclaimer wording].
3. Service requests: The concierge does not itself confirm that staff were notified or that a request was completed. Requests are sent to staff only through the hotel's request flow.

1. Administrative indicators: Expense logs, low-stock badges, and repair-versus-replace advisories (for example, flagging when recorded repair costs exceed 50% of purchase cost) are productivity tools. A low-stock badge does not mean a purchase order was placed, and dispatching maintenance does not mean it was completed.
2. Commissions: The Service lets Customer configure per-item commissions (the Service defaults to a $10 flat amount or 15%) and logs them per hotel. These defaults are settings, not agreed fees. Actual commission rates, who pays them, and invoicing: [TO CONFIRM — order form].
3. Not professional advice: The Service does not provide CPA, tax, legal or independent audit advice. Customer must reconcile expenses, invoices, commissions and inventory against physical stock and bank records before payment or financial reporting.

Customer selects and supervises the independent contractors and vendors it engages. Listing a contractor, restaurant or attraction in the Service is not an endorsement or employment by Velum OS. Subject to applicable law and Section 12, Velum OS is not responsible for a contractor's or listed business's acts or omissions, except to the extent caused by Velum OS's own breach or negligence [COUNSEL DECISION — scope].

1. Not an emergency system: THE SERVICE IS NOT AN EMERGENCY RESPONSE OR LIFE-SAFETY SYSTEM AND DOES NOT CONTACT EMERGENCY SERVICES. "Emergency" or "urgent" labels are internal priority tags only. For fire, gas leaks, medical crises or threats to life, contact local emergency services directly.
2. Signage and fallback: Customer will maintain clear emergency instructions at QR stands and staff areas and an independent backup communication method.
3. Connectivity: Notes saved offline are retried when the connection returns, but delivery is not guaranteed and may be delayed, especially during Wi-Fi, cellular, device or provider outages. No uninterrupted or exactly-once processing is promised. Any service level applies only if agreed in [COUNSEL DECISION — service schedule].

Staff badges carry a private badge token, and the public badge check shows only a name and role. Possessing a badge or knowing a staff ID does not verify a person's identity or sign anyone in. Customer is responsible for the placement, inspection, physical protection and replacement of its QR badges and room stands, and for promptly deactivating lost or altered badges through the supported process [TO CONFIRM — deactivation procedure].

1. Purpose and consent: Staff may take work-verification photos after a recorded acknowledgement. The approved notice relies on the hotel's legitimate business interest in defending guest disputes; whether consent or another legal basis applies in each jurisdiction: [COUNSEL DECISION]. Staff should not photograph guests or their belongings beyond what the task requires.
2. Handling: Photo location metadata is removed in the browser before upload, and photos are viewed through short-lived links limited to authorized staff of that hotel.
3. Tiered retention: Routine records are kept for 72 hours, dispute-defense records for 90 days, and maintenance records for 365 days, after which they are eligible for deletion. Managers may place a legal hold that prevents deletion until released. Customer is responsible for placing and releasing holds and for confirming these periods meet its legal obligations [COUNSEL DECISION — retention schedule approval]. Automatic deletion depends on the hotel's database setup being installed.

1. Tenant authorization: Velum OS uses database authorization rules intended to limit each hotel's signed-in users to that hotel's records, with hotel scope determined by the server, not the browser. Some guest and badge workflows are deliberately public and can submit requests without signing in. Independent multi-hotel isolation testing: [TO CONFIRM — dated test evidence].
2. Security dashboards: Security scores, compliance scans and report hashes are demonstrations, not certifications. A report hash verifies only that a report was not altered, not how data is stored. Velum OS does not claim SOC 2 or any other certification unless independently verified and stated in a signed agreement. Critical security risks are blocked and logged; the Service does not automatically sign staff out.
3. AI providers: Customer content sent to AI models is processed under the providers' published commercial API terms, which state that such content is not used to train their models by default. Velum OS does not use Customer content to train general-purpose models. Content may be retained by Velum OS or its providers for service operation, security, abuse prevention and legal compliance. Applicable account settings and data-processing terms: [TO CONFIRM].
4. Staff data requests: Authorized managers can export a staff member's records and carry out erasure requests, with a double confirmation before erasure. Records under legal hold or required by law may be kept. These tools support, but do not by themselves ensure, compliance with GDPR or similar laws.
5. Privacy roles: Controller/processor roles, recording notices, response deadlines and incident notification: [COUNSEL DECISION — data-processing schedule].

Public demonstrations use fictional hotels, staff and data and are limited to three AI uses per visitor per day. Demonstration results do not show the performance of a live deployment. Visitors must not enter real guest or personal information into a demonstration. Guest pages for a Customer's own hotel are not subject to this demonstration limit.

Decision reserved for counsel. Two alternative caps are shown below. Neither has been selected, and neither applies until one is expressly approved in a signed agreement.

12.1 Consequential damages: Subject to applicable law, an exclusion of specified indirect or consequential losses may be agreed in [COUNSEL DECISION — loss categories and exceptions].

Option A — UNSELECTED: Velum OS's aggregate liability shall not exceed the greater of (a) total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim and (b) US $100.00.

Option B — UNSELECTED: Velum OS's aggregate liability shall not exceed total subscription fees paid by Customer in the three (3) months preceding the event giving rise to the claim.

Under either option, nothing limits liability that cannot lawfully be limited. Carve-outs and claim aggregation: [COUNSEL DECISION].

1. Scope: Customer will indemnify Velum OS against third-party claims within [COUNSEL DECISION — agreed scope] to the extent caused by Customer's breach of its duties under these terms (for example, unverified dispatches, missing emergency signage, inaccurate knowledge-base content, or unauthorized sensitive data entered by Customer personnel). Claims caused by Velum OS or its providers are allocated proportionately.
2. Procedure: The indemnified party will give prompt written notice and reasonable cooperation. Defense control, counsel selection and participation rights follow [COUNSEL DECISION]. Neither party may settle a claim that imposes admissions or obligations on the other without its prior written consent.
3. Cap interaction: Whether indemnities fall within the approved cap: [COUNSEL DECISION].

Velum OS retains its rights in the Service. Customer retains its rights in Customer content. Licence scope, output rights and use restrictions, including any reverse-engineering restriction and applicable legal exceptions: [COUNSEL DECISION — IP provision].

1. Governing law: [COUNSEL DECISION — jurisdiction]. Delaware has been proposed but not adopted.
2. Disputes: [COUNSEL DECISION — negotiation step; arbitration administrator, rules, seat and language, or courts and venue]. AAA Commercial Rules in Wilmington have been proposed but not adopted. Any individual-claims or class waiver applies only to the extent lawful and expressly agreed.
3. Commercial terms: Fees, invoicing, taxes, term, renewal, cancellation, refunds, suspension, support and data export: [TO CONFIRM — order form].
4. Document priority and amendments: [COUNSEL DECISION]. This page does not amend any earlier signed agreement.