A. Preamble
These Terms and Conditions of Use (hereinafter, “the Terms”) constitute a software license agreement (hereinafter, “the Contract”) between RAKUN VENTURES, SOCIEDAD ANÓNIMA PROMOTORA DE INVERSIÓN DE CAPITAL VARIABLE, with Registro Federal de Contribuyentes (RFC, Federal Taxpayer Registry) RVE201126J42 and corporate address at Avenida de la Paz 2860-D, C.P. 44130, Guadalajara, Jalisco, México (hereinafter, “Rakun Ventures”), owner of the GestaProp platform and of the Getabed brand, and the individual or legal entity that registers for or contracts the platform (hereinafter, “the Client”), which shall govern access to and use of GestaProp.
The Client accepts the Terms by checking the acceptance box at registration, by signing or accepting a Service Order, by approving a quotation or by accessing the platform after having had them available to it. If the Client does not agree with the entirety of the Terms, it must refrain from registering for and using GestaProp.
Before contracting, the Client may ask the sales team for an explanation of the operation, scope and exclusions of each plan at [email protected] or by WhatsApp at +52 33 1888 2177. Matters relating to the particulars of its contracting and to services not provided for in the Terms are handled with the customer success team at [email protected].
The processing of personal data is also governed by the GestaProp Comprehensive Privacy Notice, which forms part of this Contract.
B. Clauses
1. Purpose and Grant of the License
Rakun Ventures grants the Client a limited, non-exclusive, revocable, non-transferable, onerous and time-limited license to use GestaProp, in the software-as-a-service model, in accordance with the plan and the add-ons contracted, to operate the accommodations that the Client registers on the platform.
The license includes, depending on the plan, access to the web console, the native application for Android and iOS, the self-service kiosk, the API, the booking engine, the hosted checkout, the guest portal, the owner and group organizer portals, the per-property websites, the search widget and the listing on the Getabed.mx metasearch engine.
The Client does not acquire ownership of the software, the source code or the trademarks. The economic copyrights, the GestaProp and Getabed trademarks and the other intellectual and industrial property rights belong exclusively to Rakun Ventures or its licensors.
2. Capacity to Contract
The Client may not use GestaProp if, as an individual, it has been deprived of its rights or of the use, enjoyment and benefit of goods and services under the laws of the United Mexican States or of its country of origin or residence. The individual who contracts in its own name declares that it is of legal age and has the legal capacity to bind itself.
Anyone who contracts as a representative, attorney-in-fact or administrator of a legal entity declares that it has sufficient powers to bind it under the terms of the Contract, and shall be personally liable for the damages caused by the falsity of that declaration.
The parties state that they enter into the Contract in good faith and without defects of consent that could affect its validity.
3. Definitions
The following definitions do not limit the content of the Terms. Anything not defined is interpreted in accordance with the usages of the hospitality and Internet industries.
a) Accommodation or Property: hotel, motel, hostel, cabin, bungalow, villa, hacienda, apartment, house or any other real property intended for lodging or vacation rental that the Client operates with GestaProp. b) Fortuitous event or force majeure: event beyond the will of the party obligated, unforeseeable or unavoidable, that prevents it from performing; it includes natural phenomena, acts of authority and generalized failures of third-party providers of infrastructure, energy or telecommunications. c) Channel distribution: GestaProp module that distributes inventory, rates and restrictions to online travel agencies and receives their reservations. d) Check-in or arrival registration: process by which the accommodation records the arrival of the Guest, at reception, in the application or at the kiosk. e) Hosted checkout: payment page of the booking engine, served on the accommodation's domain, where the Guest accepts the policies and pays. f) Authoritative quotation: the calculation of the total of a reservation (nights, discounts, coupons, extras and taxes) performed by the GestaProp server; no amount comes from the Guest's browser or from a third party. g) Chargeback: charge not recognized by the holder of the payment method and disputed with its bank or processor. h) Business day: a day that is not a Saturday, Sunday or mandatory rest day in Mexico. i) Gesta Payments: online payment collection service operated by Rakun Ventures through Stripe, with a per-transaction commission. j) Guest: end customer of the Client, who books, pays or stays at an accommodation. k) Payment methods: credit or debit card, cash payment at OXXO stores, SPEI transfer, bank transfer to the Client's account, deposit, payment at the accommodation and the others that the Client enables under each rate plan. l) Service Order: document, form or email in which the plan, the add-ons, the term, the form of payment, the implementation and the other particulars of the contracting are set forth. m) Organization: isolated space of the Client within GestaProp, with its properties, users, data and configuration. n) Own PSP: account of the Client with Stripe, Openpay, Conekta or Mercado Pago connected to GestaProp to charge its guests. o) User: person to whom the Client gives access to GestaProp with a role and a scope. p) Webhook: electronic notice that the payment processor or the channel sends to GestaProp to report an event, such as a charge, a refund or a reservation.
4. Registration, Waiting List, Trial Period and Acceptance
4.1 Registration and waiting list. The Client may register online. The registration creates the Client's Organization and its administrator account on the waiting list: until it is approved, the account may only check the status of its application. Rakun Ventures will review the application and may approve or reject it at its discretion; the rejection revokes access without generating any charge.
4.2 Trial period. Upon approval of the application, the Client receives a trial period of 30 calendar days with the Manager plan, at no cost. At the end of the trial, if the Client has not contracted a plan, the grace period of §7 applies and, thereafter, suspension.
4.3 Assisted contracting. Clients under the Manager plan and those who request it contract with the sales team by means of a Service Order, which sets forth the plan, the add-ons, the number of units, the term, the form of payment, the implementation, the scope and the exclusions, as well as the product delivered. Rakun Ventures will send the quotation to the Client's email. If within 5 business days the Client does not respond with observations, the quotation shall be deemed accepted; in any case, access to the platform with the quoted plan implies its acceptance.
4.4 Truthfulness of the information. The Client is solely responsible for the truthfulness of the data it provides, whether its own or those of the entity it represents, and shall be liable to third parties and to Rakun Ventures for the falsity of such data or for the lack of powers to contract.
4.5 Emails. Emails exchanged between the parties that set forth particular conditions of the contracting form part of the Contract.
5. Plans, Prices and Add-ons
5.1 Plans. GestaProp is offered under the following plans:
| Plan | Scope |
|---|---|
| Solo Free | Local application on one device, without a remote account, for one unit of one property: calendar, reservations and cash register, encrypted backup and export of records. Without synchronization, console, website, booking engine, online payment collection or listing on Getabed.mx. |
| Solo Pago | One account holder, without collaborators, with application, web console and per-property website; booking engine, online payment collection and guest portal. Includes 3 units. |
| Team | Hotels and own rentals with a team: front desk, folios, rates, direct booking engine, roles and permissions and, with the Distribution add-on, channel connectivity. Includes 14 units. |
| Manager | Property management companies and larger hotels: external owners, settlements, agreements, contracts, groups and per-property team scopes. Includes 29 units and Distribution. |
5.2 Prices. The prices in force are set in the Service Order and are communicated to the Client before contracting, in Mexican pesos and plus value-added tax (IVA). This document does not publish amounts; the applicable quotation is the one in the Service Order.
5.3 Gesta Payments commission. Under Solo Pago and Team, charges processed with Gesta Payments incur a commission of 4.1% + $3 MXN per transaction, plus IVA. Under Manager, the commission is set in the Service Order. Charges processed with an Own PSP do not incur a Gesta Payments commission; the Client pays its provider's fees directly.
5.4 Third-party costs. The accommodation's own domain, the email mailboxes and the charges made by third parties engaged by the Client are quoted separately.
5.5 Plan limits. The GestaProp backend enforces the contracted limits (for example, the number of active units or collaborators). Exceeding them requires changing plans or contracting the corresponding add-on. Price changes will be notified at least 30 calendar days in advance and will apply as of the next billing period.
6. Payment of the Subscription
6.1 Payment options. The Client may pay the subscription monthly or annually, in advance. The annual Team plan is equivalent to ten monthly payments.
6.2 Means of payment. The subscription is paid by card through Stripe, with a recurring charge at the beginning of each period. Under Manager contracts, it may also be paid by bank transfer against invoice, to the account that Rakun Ventures indicates, no later than within the first 5 calendar days of each period. In the Android application, Google Play purchase and restoration remain pending activation and are not offered as an active subscription channel.
6.3 Renewal. The subscription renews automatically at the end of each period for an equal period, unless the Client cancels it before the renewal from the console or in writing.
6.4 Commissions. Gesta Payments commissions are deducted from the amounts collected before they are disbursed to the Client, or are invoiced separately, as indicated in the Service Order.
6.5 Invoicing. Rakun Ventures will issue the tax receipts for the subscription, the add-ons and the commissions with the tax data that the Client registers.
6.6 No refunds for partial periods. Payments for periods already begun are non-refundable, unless the termination is due to a breach by Rakun Ventures under §25, without limiting non-waivable legal rights or mandatory billing-channel rules. Canceling a renewal and requesting a refund are separate procedures; the Refunds and Cancellations Agreement also applies.
7. Non-payment: Grace Period and Suspension
If a payment is not received on the due date:
- A grace period of 15 calendar days opens, during which the service continues without restrictions and Rakun Ventures will notify the Client of the amount due.
- Once the grace period is exhausted, the account is suspended: new sales from the booking engine and the listing on Getabed.mx stop. The Client retains the access necessary to consult and operate already-confirmed reservations, whose obligations toward guests remain in force.
- The service is reactivated upon payment of the amount due.
- If the suspension lasts more than 90 calendar days, Rakun Ventures may terminate the Contract under §25, with the return of data provided for therein.
The Client may not refuse to pay the subscription, the add-ons or the commissions alleging that a guest did not recognize a charge or did not pay for the accommodation's services, because that relationship is exclusively between the Client and its guest.
8. Accounts, Users and Access Security
8.1 Users. The Client registers its Users, assigns them a role (for example, Administration, Management, Front Desk, Finance, Housekeeping or Maintenance) and a scope by organization, portfolio or property, and may suspend or revoke their access at any time. Solo Free operates on one device and Solo Pago with a single account holder; Team and Manager have no numerical cap on Users.
8.2 Credentials. Credentials are personal and non-transferable. The Client is responsible for its Users keeping them confidential and for all actions taken with them, which are recorded in the audit log with their author. The Client will immediately notify Rakun Ventures if it suspects unauthorized access.
8.3 Second factor. The second authentication factor is mandatory for the Administration and Finance roles. The Client may not disable it for those roles.
8.4 Passwordless access. Console sign-in may use a one-time code sent to the User's email. The app uses email and password; native Google or Apple login remains pending activation. The Client is responsible for the security of its Users' mailboxes and accounts.
8.5 API and widget keys. Publishable keys, tokens and server secrets generated by the Client are treated as credentials. The widget only works on domains whose control the Client has verified. No key allows a third party to create a confirmed reservation or declare a total.
9. Implementation and Go-live
9.1 No installation on the Client's servers. GestaProp is provided from Rakun Ventures' infrastructure. The booking engine and the checkout are published in one of these ways, at the Client's choice:
a) Per-property website (Getabed Property Website), with a Getabed subdomain or with the accommodation's own domain. b) Only checkout and guest portal, when the accommodation keeps its current site (for example, on Wix) and embeds the search widget.
9.2 Client obligations for go-live. The Client will provide the information on inventory, users, policies, bank accounts, tax data and content required and, if it uses its own domain, will configure the DNS records or the verification file that GestaProp indicates.
9.3 Implementation. Depending on the plan and the Service Order, Rakun Ventures may load or import the Client's data (including migration from Getabed Suite), test the booking flow, map the channels, connect the payment accounts and train the personnel within the contracted scope. The account is considered active upon completing a reservation, a charge or a representative operational flow.
9.4 Migration. When the Client migrates from another platform, the previous widget may remain available until the Client changes the code on its site. Rakun Ventures does not import as accounting entries the historical charges that did not go through GestaProp.
10. Technical Support
Rakun Ventures will provide technical support to the Client and its Users through the channels it publishes (email, WhatsApp or the console), during the hours and with the response times indicated in the Service Order or, failing that, Monday to Friday, from 9:00 to 17:00 hours (Mexico central time). Requests received outside these hours are handled on the next business day, except for incidents that prevent selling or collecting, which are handled on a priority basis.
Support does not include the daily operation of the accommodation, the configuration of non-integrated third-party systems, or legal, accounting or tax advice.
11. Features and Their Status
11.1 Availability by plan and by activation. Each feature is available according to the plan, the add-ons and the configuration of each Organization or Property (published site, verified domain, active payment methods). Rakun Ventures may enable features gradually, starting with pilot properties.
11.2 Features with particular status. As of the date of this version:
| Feature | Status |
|---|---|
| Electronic invoicing CFDI 4.0 | Verified in the PAC's test environment. Production issuance is activated when the Client provides its digital seal certificate (CSD) and Rakun Ventures has the PAC's production agreement. See §17. |
| Payroll CFDI | Not included. |
| Human resources (RakunCoreRH) | Personnel file, shifts, attendance, absences, overtime, training, evaluations, NOM compliance and pre-payroll within the console, in Team and Manager. It does not calculate or stamp payroll nor does it offer employee self-service. |
| Self-service kiosk | Reads the MRZ zone of the identification and captures the signature on screen. It does not verify the identity of the guest: verification is the Client's responsibility (§13). Requires the On-site Operation add-on and certified hardware. |
| Door opening (Visionline) | Not available. |
| PayPal | Not available. |
| Third-party writing in the PMS | Not available: the public API is for consultation, quotation and checkout initiation. |
| Solo Free | Local on Android, without synchronization or cloud backup; local mode on iOS remains pending. Encrypted backup and export are the Client's responsibility. |
11.3 Hardware. Certification of payment terminals, readers, printers, dispensers and sensors requires testing with real hardware. Rakun Ventures only guarantees operation with the hardware it has validated.
11.4 Offline operation. The application stores operations made offline in an encrypted local queue and synchronizes them when the connection is restored. If, upon synchronizing, an operation conflicts with another (for example, the same unit sold on another channel), GestaProp does not resolve it on its own: it flags it for a User to decide.
12. Charges to Guests
12.1 The Client's choice. The Client decides which payment methods it accepts under each rate plan and which account receives each option: Gesta Payments, its own PSP or the transfer to its bank account. The Guest chooses the payment method, never the account.
12.2 Gesta Payments. Rakun Ventures collects on behalf of the Client, through Stripe, by card (with 3-D Secure authentication when the bank requires it), OXXO or SPEI, and disburses to the Client the amounts collected, less the commission of §5.3, to the bank account it registers and within the timeframes indicated in the Service Order. Gesta Payments charges are governed vis-à-vis the Guest by the Gesta Payments Payment Terms and Conditions.
12.3 Own PSP. If the Client connects its own Stripe, Openpay, Conekta or Mercado Pago account, the processor collects directly for the Client. The Client is solely responsible for the contracting, activation, commissions, compliance and operation of that account, and for keeping the credentials and its webhook secret valid. While an own Stripe account is not verified, with its secret key and its webhook secret, charges by card, OXXO and SPEI through Stripe are processed by Gesta Payments with the commission of §5.3. Openpay, Conekta and Mercado Pago operate only as the Client's own account and have no Gesta Payments backup.
12.4 Bank transfer. If the Client accepts transfers, GestaProp shows the Guest the bank, the account holder and the CLABE that the Client registers. The reservation is confirmed with an outstanding balance and the Client reconciles the payment in the folio.
12.5 Collection rules. In all methods, the amount is set by the server's authoritative quotation, and GestaProp does not store card numbers: the payment data is tokenized by the processor.
In charges through a processor (Gesta Payments or own PSP):
- While the Guest pays, GestaProp holds the inventory for 30 minutes; if the payment is not completed, the hold expires and the inventory is released. With OXXO, the hold extends until the expiry of the voucher shown by the checkout; the CLABE and the SPEI reference are shown while the hold lasts.
- Only the processor's verified webhook confirms a charge; a success screen or a browser response does not. Duplicate notices are discarded.
- If a charge fails, it is not retried on another processor: the method fails and the checkout reports it.
- The deposit, when the rate plan allows it, is charged only by card.
- Refunds return to the same account that collected and remain in the folio with their justification. The refundable amount is determined by the cancellation policy that the Guest accepted, and never exceeds what was actually collected.
In bank transfer and payment at the property, no processor is involved: the reservation is confirmed immediately with an outstanding balance and the Client records and reconciles the payment, and where applicable the refund, in the folio.
13. Chargebacks and Guest Verification
13.1 The Client's responsibility. Chargebacks and unrecognized charges arising from the accommodation's services are the Client's sole responsibility, because no contractual relationship exists between Rakun Ventures and the Guest with respect to the lodging. When a chargeback affects a Gesta Payments charge, Rakun Ventures may deduct its amount and the commissions charged by the processor from the Client's pending disbursements or invoice them to the Client.
13.2 Cooperation. Rakun Ventures will make available to the Client the evidence recorded in GestaProp (quotation, accepted policy with its version, folio, arrival registration and signature) to dispute a chargeback, and will submit it to the processor when the charge was made with Gesta Payments.
13.3 Guest verification. To prevent fraud and chargebacks, the Client undertakes to:
- Verify at arrival registration, with a valid official identification (voter credential, passport or equivalent document for foreigners), that the Guest is the person who booked and paid, or a person authorized by that person.
- When payment was made by card, ascertain, to the extent possible, that the Guest has in their possession the card with which the payment was made.
- Validate the Guest's data at arrival registration, including those that the kiosk has read from the identification, which GestaProp stores as pending review.
14. Content, Policies and the Client's Relationship with Its Guests
14.1 Client content. The Client may upload to GestaProp all the information on its accommodation and the services it offers, whether its own or those of third parties engaged by it: photographs, floor plans, descriptions, units, amenities, restaurants, recreation areas, parking, rates, promotions, coupons, extras, policies and advertising. That information is the property and sole responsibility of the Client, who guarantees its truthfulness, its legality and that it holds the rights to publish it.
14.2 Client policies. The Client establishes its policies on reservations, deposits, cancellations, refunds, stays, pets and minors and the other conditions of the lodging service. GestaProp shows the Guest the policy in force for the rate plan, records its acceptance with the exact version, the language and the evidence, and applies it automatically in cancellations and refunds.
14.3 No relationship with the Guest. Reservations, cancellations, promotions, policies, the provision of the lodging service and attention to the Guest are the Client's sole responsibility. Rakun Ventures is not part of the relationship between the Client and its guests, except with respect to the processing of Gesta Payments charges.
14.4 Accommodation terms and notice. The Client will publish on its website and checkout its own terms and conditions and its privacy notice. Rakun Ventures makes available to it templates that the Client must complete and review with its legal advisor; their use does not imply that Rakun Ventures assumes responsibility for their content.
14.5 Use of content to operate the service. The Client authorizes Rakun Ventures to host, reproduce, translate, adapt and display its content on the website, the widget, the checkout, transactional emails, connected channels and, if it consents, Getabed.mx, only to the extent necessary to provide the service. Automatic translations of texts and emails into other languages are offered as support, and the Client may review and correct them.
15. Getabed.mx
15.1 Nature. Getabed.mx is a metasearch engine for hotels and vacation rentals in Spanish, English, French and Portuguese that refers the Guest to the website of the accommodation, where the Guest books and pays directly. Getabed.mx is not a travel agency, does not sell lodging, does not charge the Guest and does not confirm reservations.
15.2 Consent and requirements. The accommodation is listed only with the Client's express consent and when it is ready to sell: published website, photographs, policies, current rate and operational payment collection. The Client may withdraw its consent at any time and the listing stops being displayed immediately, without deleting its history.
15.3 Prices. With search dates, Getabed.mx only shows offers with the price quoted by GestaProp and confirmed availability, never a stored price. The accommodation's checkout quotes again before charging.
15.4 Order of results. The order is organic and transparent: match with the destination, offers with availability and more complete listings first. Rakun Ventures does not sell positions in the results.
15.5 No intermediation commission. Getabed.mx does not charge a commission for the reservations it refers. Each confirmed reservation that arrives through that channel is attributed to the Client in its console by means of a signed reference valid for seven days, and counts as a direct sale.
15.6 Suspension. The listing is withdrawn during suspension for non-payment (§7) or if the accommodation ceases to meet the requirements of §15.2.
16. Channel Distribution
16.1 Distribution. With the Distribution add-on (included in Manager), GestaProp synchronizes the Client's availability, rates and restrictions with connected channels, such as Booking.com, Expedia, Airbnb, Despegar, Agoda and Vrbo, and receives their reservations, modifications and cancellations.
16.2 Channel accounts. The Client maintains its own accounts and contracts with each channel and pays its commissions directly. The conditions that the channel agrees with the Guest (price, policy and form of payment) are the responsibility of the channel and the Client.
16.3 Quarantine. A channel reservation that conflicts with the inventory is not confirmed or discarded automatically: it remains in quarantine until a User decides, with a record of who resolved it and when. GestaProp reconciles with the channel periodically.
16.4 Distribution limits. Distribution is subject to update limits per minute; GestaProp groups and prioritizes them, but cannot guarantee propagation times above those limits or the availability of the channels.
17. Electronic Invoicing
17.1 Tax service. GestaProp's electronic invoicing is provided through the RakunCoreCFDI service, which stores the Client's digital seal certificates (CSD) in its vault, assembles and seals the XML, validates it and stamps it with the authorized certification provider Finkok, with cancellation and acknowledgments.
17.2 Status. As of the date of this version, stamping is verified in the PAC's test environment. Production issuance will be enabled for each Client when the Client provides its valid CSD and Rakun Ventures has the production agreement with the PAC; Rakun Ventures will notify the Client when it is available.
17.3 Tax responsibility. The Client is the issuer of its receipts and the sole party responsible for its tax obligations: the configuration of its regime, its taxes (IVA, Impuesto Sobre Hospedaje (lodging tax) and withholdings), its series and folios, the truthfulness of the recipient's data and timely issuance. GestaProp calculates the taxes in accordance with the profiles that the Client configures, but does not replace the advice of its accountant.
18. Prohibitions
The Client and its Users are prohibited from:
a) Uploading, transmitting or distributing through GestaProp content that is illegal, defamatory, harassing, abusive, fraudulent, obscene, pornographic, discriminatory or harmful, at the reasonable judgment of Rakun Ventures or an authority. b) Publishing content or products that infringe third parties' intellectual property or industrial property rights. c) Using GestaProp for fraudulent purposes, for false or speculative reservations, for money laundering or to charge for goods or services other than those of the accommodation and its extras. d) Using GestaProp for purposes other than those provided for in the Contract. e) Copying, downloading, decompiling, reverse engineering, reselling, sublicensing or making GestaProp available to third parties outside the Organization, in whole or in part. f) Introducing viruses or harmful code, probing or attacking the platform, circumventing its rate limits, its access controls or the domain verification, or extracting data in an automated manner outside the API. g) Uploading personal data without having the privacy notice and, where applicable, the consent required by law. h) Sharing credentials among people or using another User's credentials.
The violation of any of these prohibitions entitles Rakun Ventures to immediately suspend the access involved and, if it is serious or repeated, to rescind the Contract, without prejudice to the payment of damages and losses and the other legal sanctions.
19. Intellectual Property and Client Data
19.1 Of Rakun Ventures. The software, the API, the schemas, the design, the documentation, the GestaProp and Getabed trademarks and their improvements are the property of Rakun Ventures (or of its respective venture partners, such as RegistraSoft or Fiancée). The Client's suggestions may be incorporated into the product without generating any right in its favor.
19.2 Of the Client. The Client's data (its content, its reservations, folios, guests, owners, personnel, rates and records) belong to it. Rakun Ventures uses them only to provide the service to it and does not use, sell or share them for its own purposes. Rakun Ventures may generate aggregated and anonymous statistics on the use of the platform that do not identify the Client or any person.
19.3 Export. The Client may export its reports and records from the console in the available formats (for example, Excel, PDF and tax XML) while the Contract is in force, and request a complete export in accordance with §25.
20. Engagement for the Processing of Personal Data
20.1 Roles. With respect to the personal data of guests, companions, group organizers, owners and personnel that the Client processes in GestaProp, the Client is the controller and Rakun Ventures is the processor, under the terms of the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (Federal Law on the Protection of Personal Data Held by Private Parties).
20.2 Rakun Ventures' obligations as processor. Rakun Ventures undertakes to:
- Process the data only in accordance with the instructions of the Client, which are expressed in the Contract and in the configuration that the Client makes of GestaProp, and not process them for its own purposes.
- Maintain the security measures described in the GestaProp Comprehensive Privacy Notice, including the isolation of data by Organization.
- Keep confidentiality regarding the data, also after the Contract ends, and require it of its personnel.
- Subcontract only with the providers listed in the Comprehensive Privacy Notice, or with others that offer equivalent guarantees, imposing the same obligations on them by contract. Rakun Ventures will inform the Client of any change of sub-processors so that it may object for justified cause.
- Support the Client in handling ARCO rights requests from its data subjects; requests received directly will be forwarded to the Client.
- Notify the Client, without undue delay, of any security breach affecting the data it processes on its behalf, with the information available so that the Client can notify the data subjects.
- Upon termination of the Contract, return or delete the data in accordance with §25, except those that must be retained by legal provision.
20.3 The Client's obligations as controller. The Client undertakes to have its own privacy notice, make it available to its data subjects, obtain the consents required by law (in particular for sensitive or biometric data), collect only the necessary data and handle its data subjects' requests.
21. Confidentiality
All information that the parties provide to each other or to which they have access by reason of the Contract is confidential, whether or not marked as such, that has or may have commercial value or whose disclosure may harm one of the parties or the privacy of persons, including: data of clients, guests, employees, providers and owners; lists and identity of clients; agreements between the parties; prices; sales and marketing strategies; policies and procedures; databases; software, code, keys and credentials; and technical information of the platform.
Neither party will disclose the confidential information of the other without its prior written consent, except to its personnel and advisors who need to know it and are obligated to keep it confidential, or upon a requirement from a competent authority. Information is not confidential if it is in the public domain without fault of the receiving party, if the receiving party already lawfully knew it or if it receives it from a third party without an obligation of confidentiality.
The obligation remains in force during the term of the Contract and for 5 years after its termination, or indefinitely with respect to personal data and industrial secrets. In case of breach, the affected party may claim damages and losses and rescind the Contract.
22. Availability and Changes to the Platform
22.1 Availability. Rakun Ventures endeavors to keep GestaProp continuously available and has an internal target of 99.5% monthly availability of the console, the API and the checkout. That target does not constitute a service level guarantee and does not generate service credits, unless a Service Order expressly provides for an SLA.
22.2 Maintenance. Rakun Ventures may temporarily interrupt the service for maintenance, updates or incident response. It will endeavor to schedule maintenance during low-activity hours and to give advance notice when it is foreseeable.
22.3 External causes. Rakun Ventures is not responsible for interruptions caused by infrastructure, payment, channel or tax stamping providers, by failures of the network, the domain or the Client's devices, or by fortuitous event or force majeure. The Client's inventory remains the only source of availability and, when a channel or provider fails, GestaProp retries or quarantines instead of confirming blindly.
22.4 Product evolution. Rakun Ventures may improve, modify or withdraw features. When the withdrawal of a contracted feature substantially affects the operation of the Client, it will give notice at least 30 calendar days in advance and the Client may terminate the Contract without penalty.
23. Limitation of Liability
23.1 GestaProp is licensed "as is" and in accordance with the description of features of §11. Rakun Ventures does not guarantee that the platform is fit for a particular purpose not described, or commercial, occupancy or sales results.
23.2 Rakun Ventures is not responsible for:
a) The relationship between the Client and its guests, owners, employees, OTAs or providers, including the provision of the accommodation, its policies, its prices and its refunds. b) The data, the content and the configuration that the Client uploads, in particular rates, taxes, policies and tax data. c) The misuse of credentials of the Client or its Users. d) The decisions and services of third parties: OTAs, distribution services, payment providers, PAC, banks and authorities. e) The tax, labor, health, tourism and civil protection obligations of the Client. f) Indirect damages, loss of profit, loss of opportunities or moral damage, except for willful misconduct or gross negligence of Rakun Ventures.
23.3 Cap. The total liability of Rakun Ventures to the Client for any cause arising from the Contract is limited to the amount actually paid by the Client for the license in the 12 months prior to the event giving rise to it, or to $1,000.00 MXN when the license is free of charge, except for willful misconduct, gross negligence or a legal provision to the contrary. Gesta Payments commissions do not count toward the cap and the funds collected on behalf of the Client are governed by §12.
24. Indemnification
The Client shall hold harmless and indemnify Rakun Ventures, its shareholders, officers and employees against any claim, fine, chargeback, lawsuit or proceeding brought by guests, owners, employees, OTAs, providers or authorities arising from: (i) the provision of the lodging service; (ii) the content, policies or prices of the Client; (iii) the breach of law or of the Contract by the Client or its Users; or (iv) the processing of personal data without sufficient notice or consent. The Client will reimburse the reasonable expenses and fees that Rakun Ventures incurs for those causes.
25. Term, Termination and Return of Data
25.1 Term. The Contract begins with the acceptance of these Terms or the signing of the Service Order and lasts for the contracted period (monthly or annual), which renews automatically for equal periods in accordance with §6.3.
25.2 Voluntary termination. Either party may terminate the Contract without cause by written notice at least 10 business days in advance. Termination takes effect at the end of the paid period and does not give rise to proportional refunds (§6.6). The Client may cancel the renewal from the console or by email; if it paid through Google Play, it cancels from that store.
25.3 Rescission. Rakun Ventures may rescind the Contract without judicial declaration when the Client: fails to pay in accordance with §7; violates §18 in a serious or repeated manner; breaches §21; or uses GestaProp for unlawful purposes. The Client may rescind it if Rakun Ventures seriously breaches its obligations and does not cure the breach within 15 business days of the notice.
25.4 Effects. Upon termination of the Contract: (i) access, the checkout, the widget, distribution and the listing on Getabed.mx cease; (ii) confirmed reservations remain the responsibility of the Client toward its guests; (iii) commissions and outstanding balances are settled, including subsequent chargebacks of charges made by Gesta Payments.
25.5 Return and deletion of data. The Client may request the export of its data within the 30 calendar days following the termination; Rakun Ventures will deliver it within the 30 calendar days following the request. After that period, Rakun Ventures will delete or anonymize the Client's data, except those it must retain by law: tax records, CFDI, closings and account statements for at least 5 years, and the audit log for at least 24 months, blocked and only to comply with legal obligations or requests from authorities.
25.6 §§19, 20, 21, 23, 24, 25.5 and 30 survive termination.
26. Amendments to These Terms
Rakun Ventures may amend these Terms. The version in force is published on gestaprop.com and on the GestaProp page of rakun.mx, with its version number and date. Substantial changes are notified by email to the Organization's administrator and in the console at least 30 calendar days in advance of their entry into force. If the Client does not agree, it may terminate the Contract before that date in accordance with §25.2; continued use after that date implies acceptance. Price changes are governed by §5.5.
27. Assignment
The Client may not assign or transfer the rights and obligations of the Contract without the prior written consent of Rakun Ventures. Rakun Ventures may assign them to a company of its same group or to whoever acquires the GestaProp business, with notice to the Client and without diminishing the privacy and confidentiality obligations.
28. Communications
Communications under the Contract are made in writing and by email:
- To Rakun Ventures: [email protected] for commercial matters and [email protected] (with a copy to [email protected]) for legal and privacy notices.
- To the Client: to the email of the Organization's administrator registered in GestaProp.
Console notifications and system emails about billing, security and service changes take effect upon sending. Each party will keep its email updated; notices sent to the last registered email are deemed received.
29. Entire Agreement, Severability and No Waiver
29.1 Entire agreement and precedence. The Contract consists of the Service Order, these Terms, the Gesta Payments Payment Terms and Conditions (when applicable) and the GestaProp Comprehensive Privacy Notice, and supersedes any prior agreement on its subject matter. In case of contradiction, the Service Order prevails over these Terms, and these over the other documents.
29.2 Severability. If any provision is declared void or unenforceable, the others retain their validity and the affected provision will be interpreted in the sense closest to the original intent that is valid.
29.3 No waiver. A party's omission or tolerance in requiring compliance with any obligation does not imply a waiver of that right or of the right to require it in the future.
29.4 Relationship between the parties. The parties are independent. The Contract does not create a partnership, association, mandate, commercial commission or employment relationship between them or with their personnel.
29.5 Force majeure. Neither party is liable for non-performance caused by fortuitous event or force majeure while it lasts, except for payment obligations already due.
30. Governing Law, Jurisdiction and Alternative Means
The Contract is governed by the federal laws of the United Mexican States and, as applicable, by those of the State of Jalisco.
Before resorting to courts, the parties will attempt to resolve any dispute in good faith through direct negotiation for 30 calendar days from the written notice of the dispute and, if they so agree, through mediation before a center of alternative dispute resolution methods of Jalisco. If it is not resolved, the parties submit to the jurisdiction of the competent courts of Guadalajara, Jalisco, and waive any other jurisdiction that could correspond to them by reason of their present or future domicile.
Consumers may turn to the Procuraduría Federal del Consumidor (PROFECO) (Federal Consumer Protection Agency) in accordance with applicable law. The foregoing does not limit the rights that consumer protection or personal data protection legislation grants to data subjects before the competent authorities.
Guadalajara, Jalisco, October 8, 2026.