1.  TECHNOLOGY SERVICES

Cocoba SEZC provides the technology and distribution infrastructure behind your listing. This sets out the full range of technology services included in your agreement, from your owner portal and pricing tools to payment processing and data security.

1.1  Scope of Services

Cocoba SEZC ("Bocobay") provides the platform and technology services set out in the Technology Services Agreement. These services comprise:

(a) Owner Portal and Reporting: the MyBocobay owner-facing platform providing access to reservation data, financial statements, owner disbursements, tax summaries, property calendars and document management through a secure online interface.

(b) Listing Management and Distribution: creation, optimisation and ongoing management of property listings across connected booking platforms, including professional media management, AI-assisted listing content, amenity configuration and multi-channel distribution infrastructure.

(c) Dynamic Pricing and Revenue Management: revenue management technology including dynamic nightly rate optimisation, forward-looking pricing calendars, market benchmarking and rental performance analytics.

(d) Guest Experience Technology: digital guest journey infrastructure including online check-in, property access information, in-stay recommendations, concierge touchpoints and guest communications delivered via web and mobile interfaces.

(e) Payment and Disbursement Infrastructure: unified payment processing infrastructure covering guest payment collection, OTA payout reconciliation, owner disbursements, duplicate payment detection and multi-currency settlement across all operating territories.

(f) Reservation Management System: end-to-end reservation processing technology including booking validation, cancellation and refund logic, compliance checks and integration with third-party booking platforms and property management systems.

(g) Financial Reporting and Accounting Technology: integrated accounting infrastructure connecting reservation and payout data to owner financial reporting, including automated journal entries, owner profit and loss reporting and reconciliation tools.

(h) Compliance and Tax Technology: technology infrastructure supporting VAT and accommodation tax calculations, e-invoicing, territory-specific regulatory reporting and annual tax summaries across all operating jurisdictions.

(i) Marketing, SEO and Brand Technology: digital marketing infrastructure including the Bocobay consumer website, search engine optimisation, online reputation monitoring and guest review management.

(j) Maintenance and Operations Technology: field operations platform covering housekeeping scheduling, maintenance task management, property inspection workflows and compliance record-keeping.

(k) Data Platform and System Integration: the underlying data infrastructure, automation workflows and inter-system integrations connecting all platform components and ensuring real-time data accuracy, security and reliability.

(l) Infrastructure, Security and Governance: hosting, data security, credential management, encryption, environment controls and platform governance ensuring the integrity, availability and confidentiality of all Owner and guest data processed through the platform.

The specific tools, integrations and systems used to deliver each service may evolve over time. Bocobay reserves the right to substitute, update or replace underlying technology providers without notice, provided there is no material reduction in the overall service provided to the Owner.

1.2  Nature of Services

The services provided under this Agreement are technology and platform services only. They are developed, hosted and managed by Cocoba SEZC and are provided independently of the day-to-day property management services delivered locally under the Property Management Agreement. The Owner's access to the platform is provided as part of the managed service and does not confer any ownership rights in the platform or its underlying components.

We'll always aim to keep the platform running smoothly, but we can't guarantee it will be available at all times.

1.3  Platform Availability

Bocobay will use reasonable endeavours to maintain platform availability. Bocobay does not guarantee uninterrupted access to the platform and shall not be liable for temporary unavailability caused by maintenance, system updates, third-party provider outages, cyber incidents or events outside Bocobay's reasonable control.

2.  FEES

Our fee is as set out in your signed Technology Services Agreement. It is deducted alongside the local management fee in a single monthly settlement and shown as a separate line on your statement. 

2.1  Technology Services Fee

The Technology Services Fee is as specified in the Technology Services Agreement, calculated as a percentage of Net Rent as defined in clause 2.2 below. The Technology Services Fee is deducted from rental income alongside the local management fee prior to disbursement and is shown as a separate line item on the Owner's monthly statement. The Technology Services Fee is charged in addition to and independently of, the property management fee. Any post-termination fee arrangements follow those set out in the Property Management Terms and Conditions.

Net Rent is what remains after guest-facing taxes, cleaning fees, platform commissions and payment processing fees are deducted from the total amount collected from guests.

2.2  Net Rent

“Net Rent” shall consist of the total rent collected from guests on fully prepaid reservations for the Property, less the following deductions:

• Applicable accommodation and tourism taxes

• Cleaning fees

• Security deposits

• Credit card and payment processing fees

• Foreign currency and exchange rate fees

• OTA platform commissions and booking fees

• Any other fees charged directly to the guest by the booking platform

3.  TERM, TERMINATION AND GENERAL

This agreement runs alongside your Property Management Agreement. Termination of the PMA automatically terminates this Agreement. 

3.1  Term and Interdependency

This Agreement commences on the start date in the Technology Services Agreement and runs for the same Initial Term and successive Renewal Periods as the Property Management Agreement. The notice window and renewal provisions mirror those of the Property Management Agreement in all respects.

This Agreement and the Property Management Agreement are commercially related but legally separate agreements. Termination of the PMA - for any reason, whether by notice, for breach or for insolvency - automatically terminates this Agreement. Neither agreement may be assigned or transferred independently of the other without the prior written consent of both Bocobay and the local Bocobay management entity.

On termination, the Owner's access to the MyBocobay platform will be deactivated within a reasonable period. The Owner may request an export of their own financial and reservation data within 30 days of termination.

We can update these terms with 30 days notice. If a change significantly affects your rights, you can exit penalty-free within that period.

3.2  TandC Updates and Assignment

Bocobay may update these Terms and Conditions by providing 30 days' prior written notice to the Owner. Where any proposed update materially alters the Owner's rights or obligations - including but not limited to changes to fees, commission rates or liability provisions - the Owner shall have the right to terminate this Agreement without penalty within the notice period by providing written notice to Bocobay. 

Where no such termination notice is received, continued use of Bocobay's services after the expiry of the notice period shall constitute the Owner's acceptance of the updated terms. Non-material updates, including administrative, formatting or regulatory clarifications, shall take effect on the date specified in the notice without requiring further consent.

3.3  Entire Agreement

This Agreement, comprising these Terms and Conditions and the Technology Services Agreement, constitutes the entire agreement between the Owner and Cocoba SEZC in respect of the platform services. It operates alongside but does not supersede the Property Management Agreement or the Property Management Terms and Conditions.

3.4  Confidentiality

Each party shall keep the commercial terms of this Agreement confidential and shall not disclose them to any third party without prior written consent, except where required by law or to professional advisors on a confidential basis. This obligation survives termination.

3.5  Dispute Resolution

The parties shall first attempt to resolve any dispute by good faith negotiation, initiated by written notice setting out the nature of the dispute. If unresolved within 30 days, either party may refer the matter to mediation or commence proceedings in the courts of the Cayman Islands. Nothing in this clause prevents either party from seeking urgent interim relief.

3.6  Governing Law

This Agreement is governed by the laws of the Cayman Islands. The courts of the Cayman Islands have exclusive jurisdiction over any dispute arising from or in connection with this Agreement.

All services under this agreement are delivered from outside your territory. Payments made to Cocoba are for services performed abroad - which has implications for how they're treated for tax purposes in your home jurisdiction.

3.7  Place of Performance and Use

The parties agree that:

(a) all services provided under this Agreement are performed outside the jurisdiction of the Owner, including, for the avoidance of doubt, outside the United States; and

(b) any technology, platform or intellectual property provided under this Agreement is made available for use outside the jurisdiction of the Owner and does not include any rights for use within the United States or any other jurisdiction of the Owner, unless expressly agreed in writing.

Accordingly, the parties intend that all payments made under this Agreement constitute income arising from services performed and technology used outside the Owner’s jurisdiction, including foreign source income for U.S. federal income tax purposes where the Owner is a U.S. person.

Each party shall cooperate in good faith to provide any documentation reasonably required to support the treatment of such payments for withholding tax purposes in any relevant jurisdiction.

3.8  General

If any provision of this Agreement is found to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.

No failure or delay in exercising any right under this Agreement constitutes a waiver of that right.

3.9 Relationship of the Parties

Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Owner and Bocobay. Bocobay acts solely as a provider of technology and platform services.

4.  LIABILITY and INDEMNITY

This section sets out what we're responsible for - and what we're not.

4.1  Limitation of Liability

To the fullest extent permitted by applicable law:

(a) Bocobay shall not be liable to the Owner for any indirect, incidental, special or consequential loss or damage, including but not limited to loss of revenue, loss of bookings, loss of profit, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence) or otherwise.

(b) Bocobay provides technology and platform services only and does not guarantee occupancy rates, rental income, booking levels or financial performance of the Property.

(c) Bocobay shall not be liable for any acts or omissions of third parties, including but not limited to online travel agencies, payment processors, marketing platforms or other service providers integrated into or used in connection with the platform.

(d) Bocobay shall not be liable for interruptions to the platform or services caused by events outside its reasonable control, including system failures, internet outages, cyber incidents or force majeure events.

(e) Bocobay's total aggregate liability to the Owner arising out of or in connection with this Agreement shall not exceed the total Technology Services Fees paid by the Owner in the twelve months preceding the event giving rise to the claim.

4.2  Owner Indemnity

The Owner shall indemnify and hold harmless Bocobay, any direct or indirect parent company, subsidiary or affiliated entity of Bocobay (wherever incorporated), and their respective directors, officers, employees and agents (together, the "Bocobay Parties") against any liability, loss, damage, cost or expense - including reasonable legal fees - arising from or in connection with:

(a) the Owner's ownership, use, rental or operation of the Property;

(b) any breach by the Owner of this Agreement, the Property Management Agreement, or applicable laws or regulations;

(c) the accuracy, completeness or legality of any content, information, images or representations relating to the Property provided by the Owner;

(d) any guest claims, complaints, injuries, damages or losses occurring at or in connection with the Property;

(e) any failure by the Owner to obtain or maintain required licences, permits, insurance or regulatory approvals; and

(f) any failure by the Owner to comply with applicable tax, reporting or remittance obligations.

The above indemnity shall not apply to the extent that any liability, loss, damage, cost or expense arises directly from the gross negligence or wilful misconduct of the relevant Bocobay Party seeking to rely on it. Bocobay shall notify the Owner promptly upon becoming aware of any claim to which this indemnity may apply, and the Owner shall have the right to participate in the defence of any such claim at its own cost, provided that no Bocobay Party shall settle any such claim without the Owner's prior written consent, such consent not to be unreasonably withheld or delayed.