General Terms of Sale

This English text is an informational translation provided for convenience only. The French version of these General Terms of Sale (« Conditions Générales de Vente ») is the sole binding and authoritative document between the parties (see Article 18.6). In case of any discrepancy, the French version prevails. The authoritative French text is available at useservice.app/legal/cgv.

Preamble — Identification of the Provider

These General Terms of Sale ("GTS") are entered into between:

The company Service, a société par actions simplifiée (simplified joint-stock company) with a share capital of 1,000.00 euros, registered with the Trade and Companies Register (RCS) of Marseille under number 107 170 755 (registered-office SIRET: 107 170 755 00014), with its registered office at 136 Chemin du Vallon de l'Oriol, 13007 Marseille, France, intra-community VAT number FR54107170755, represented by its President, Mr Quentin Maurice (hereinafter "the Provider" or "Service");

Contact: legal@useservice.app — Website: useservice.app — Publication Director: Quentin Maurice;

and any professional subscribing to the Service platform (hereinafter "the Client").

These GTS complement the Terms of Service ("ToS") available at useservice.app/legal/terms. In case of conflict between the GTS and the ToS, the GTS shall prevail for commercial and financial matters.

Article 1 — Definitions

"Platform": the software-as-a-service (SaaS) reservation-management software published by Service, including the management interface, the iOS and Android mobile applications, the booking widget, and the associated application programming interfaces (APIs).
"Establishment": each establishment (restaurant or other venue) operated by the Client and registered on the Platform. The Establishment is the billing unit of the subscription.
"Account": the client account opened by the Client on the Platform, which may group one or more Establishments.
"Guest": any natural person making, or being the subject of, a reservation with an Establishment via the Platform. The Guest is a third party to these GTS.
"Guarantee": the card imprint (capped pre-authorization) that an Establishment may request from a Guest in support of a reservation, in application of its own cancellation policy, via the feature described in Article 9.
"Charged Amount": any sum actually charged by the Client to a Guest's card under a Guarantee (no-show or late cancellation).
"Commission": Service's remuneration based on the Charged Amounts, as defined in Article 8.
"Payment Provider": Stripe (Stripe Payments Europe, Ltd. and its affiliates), the payment services provider used by the Platform.
"Add-on" (« Add-on (module complémentaire) »): an optional service of the Platform, separate from the subscription plans in Article 4.1, which the Client adds to its subscription Establishment by Establishment, for a fixed monthly price per Establishment, under the conditions of Article 4.6. The pay-as-you-go SMS notification service (Article 8 bis) is a separate optional service and is not an Add-on.
"Website": the Add-on described in Article 9 bis, through which the Provider hosts and serves the website of an Establishment built by the Client on the Platform.
"Content": all the material the Client publishes or has published on the Website (in particular texts, photographs, menus, prices, documents, trademarks, logos and practical information).

Article 2 — Purpose

These GTS define the conditions under which the Provider grants the Client access to the Platform, including in particular:

Reservation management (online, by phone, walk-in)
Floor plan and table management
Guest profiles and CRM management
The notification system (email, push notifications and, where this option is offered by the Provider, SMS)
The iOS and Android mobile application for staff, with no limit on the number of users
The booking widget embeddable on the Client's website
Analytics and reporting tools
Where applicable, the Guarantees (card imprints) feature described in Article 9
Where applicable, the Add-ons subscribed by the Client (Article 4.6), in particular the Website (Article 9 bis)

The detailed list of features included in each subscription plan is described at useservice.app/pricing and in the order form where applicable.

Article 3 — Scope, Acceptance and Evidence

3.1 Business-to-Business Relationships

These GTS apply exclusively to business-to-business (B2B) relationships. The Client declares that it is subscribing in the course of, and for the purposes of, its professional activity.

3.2 Enforceability

These GTS apply to any subscription to the Platform and prevail over any other document of the Client (general purchasing conditions, purchase orders issued by the Client, etc.), unless otherwise agreed in writing by the Provider, in particular in an order form signed by the parties (Article 4.1). In accordance with Article L. 441-1 of the French Commercial Code, they constitute the sole basis of the commercial negotiation.

3.3 Online Acceptance

Subscription is completed online. In accordance with Articles 1127-1 and 1127-2 of the French Civil Code, the Client has the ability, before confirming its order, to verify the details and total price and to correct any errors; its acceptance of these GTS is evidenced by an explicit checkbox upon activation of the subscription, then by confirmation of the order. The GTS are made available to the Client in a manner that allows their retention and reproduction; a copy of the accepted document is sent to it by email upon activation.

3.4 Evidence

For each acceptance of the GTS, the Provider records: the version and the digital fingerprint (SHA-256) of the accepted document, the identity of the signing user account, the timestamp, the IP address and the user agent. The Client accepts that these records, together with the technical logs of the Platform, shall constitute evidence between the parties, evidence otherwise remaining freely admissible between merchants in accordance with Article L. 110-3 of the French Commercial Code.

Article 4 — Subscription Plans and Pricing

4.1 Plans

The Provider offers two subscription plans:

Standard Plan: €79 excl. tax per Establishment per month
Premium Plan: €139 excl. tax per Establishment per month

The features included in each plan are described at useservice.app/pricing. Unless an order form is signed by the parties, the subscription is monthly with no commitment. A signed order form may set, for the Establishments it lists, a commitment period and specific prices; it then prevails over these GTS on what it governs, these GTS applying to everything else.

4.2 Billing Unit: the Establishment

The subscription is billed per active Establishment. An Account grouping several Establishments is billed with one subscription line per Establishment.

Adding an Establishment mid-period: the addition takes effect immediately and gives rise to immediate billing pro rata for the current monthly period.
Plan change: an upgrade to a higher plan takes effect immediately, with immediate pro-rata billing; a downgrade to a lower plan takes effect at the beginning of the following monthly period, with no credit or refund for the current period.

4.3 Prices and Taxes

Prices are expressed in euros and are exclusive of tax (HT). They are increased by VAT or any equivalent tax at the rate applicable on the invoicing date, depending on the VAT regime applicable to the Client, in particular its country of establishment.

4.4 Price Revision

The Provider reserves the right to modify its prices. Any price change will be notified to the Client by email at least thirty (30) days before it takes effect. If the Client does not accept the modification, it may terminate its subscription under the conditions of Article 11.1, without penalty, before the new price takes effect; failing that, the new price applies to the first monthly period opened after it takes effect.

4.5 Discounts and Special Conditions

The Provider may grant a Client discounts or special pricing conditions, mentioned where applicable in the order form or in the specific subscription taken out by the Client; they then prevail over the prices in Article 4.1, for that Client only and for the duration indicated therein. Unless otherwise stipulated in writing, a discount: (i) is granted for a fixed term; (ii) applies only to the price of what it names — the subscription plans, or a given Add-on —, a discount granted on the subscription not extending to the Add-ons nor a discount granted on an Add-on to the subscription, and always excluding the Commissions due under Article 8 and the SMS invoiced under Article 8 bis; and (iii) creates no right to its continuation or renewal at the end of the agreed period.

4.6 Add-ons

The Client may add one or more Add-ons to its subscription, for one or more of its Establishments, from the "Billing" area of the Platform. The Provider offers the following Add-on:

Website: €15 excl. VAT per Establishment per month, available with the Standard and Premium plans (Article 9 bis).

The description and price of each Add-on are also set out at useservice.app/pricing. Each Add-on is subscribed with no commitment, for a given Establishment, under the following conditions:

Conditions for adding: an Add-on may only be added to an active Establishment, that is, one whose subscription has been taken out under Article 5.1, and not to an Establishment benefiting only from the free access of Article 5.4. The Provider may refuse to add an Add-on while an invoice of the Account remains unpaid or during a suspension ordered under Article 7.2.
Acceptance: adding an Add-on requires acceptance of these GTS under the conditions of Article 3.3, by means of a checkbox presented before the addition is confirmed; the acceptance is recorded under the conditions of Article 3.4.
Effective date and billing: the addition takes effect immediately and gives rise to immediate billing pro rata for the remainder of the current monthly period, the amount of which is shown to the Client before the addition is confirmed. The Add-on is then invoiced with the subscription, at the beginning of each monthly period, in advance (Article 6.2).
Removal: the Client may remove an Add-on at any time from the "Billing" area. The removal takes effect at the end of the current monthly period; the period commenced remains due in full and gives rise to no refund, not even pro rata temporis. Until that date, the Client may cancel the removal at no cost. Where the Add-on is not invoiced (Article 5.5), the removal takes effect immediately or, for an Add-on offered until a set date, on that date, without giving rise to any invoicing.
Ancillary to the subscription: an Add-on follows the subscription of the Establishment for which it was subscribed. It ends automatically, without formality, on the same date as that Establishment's subscription, whatever the cause of its end (Article 11); the suspension provided for in Article 7.2 extends to the Add-ons of the Establishment or Account concerned.
Discontinuation of an Add-on by the Provider: the Provider may stop providing an Add-on, for one or more Establishments, subject to three (3) months' notice given by email. The Add-on ends at the end of the monthly period in progress when this notice expires, without any other indemnity.

Article 5 — Subscription, Duration and Free Access

5.1 Subscription

Subscription is completed online on the Platform or following a personalized demonstration. It is deemed final after: (i) creation of the Account, (ii) selection of a plan, (iii) acceptance of these GTS under the conditions of Article 3.3, and (iv) validation of the payment method.

5.2 Duration

The subscription is entered into for a term of one (1) month, automatically renewed for successive one-(1)-month periods, unless a signed order form sets a commitment period (Article 4.1). Automatic renewal may be prevented by termination in accordance with Article 11.

5.3 No Right of Withdrawal

As the services are provided between professionals in the course of their activity, the right of withdrawal provided for by the French Consumer Code does not apply. The Client retains the right to terminate its subscription in accordance with Article 11.

5.4 Discretionary Free Access

The Provider may, at its sole discretion, grant the Client free access to all or part of the Platform, for one or more Establishments, for a fixed or indefinite duration (in particular upon opening of the Account). This free access confers no vested right to the continuation of the free access. These GTS apply in full during the free-access period, including Article 8 (Commission) and Article 9 (Guarantees). The Provider may end the free access and trigger billing of the subscription on the date it communicates to the Client. However, no billing may begin before the Client has completed the subscription formalities provided for in Article 5.1 (plan selection, acceptance of the GTS and validation of the payment method); failing subscription by that date, the Provider may restrict access to the services under the conditions of Article 7.2, the Client retaining access to its management interface and its data.

5.5 Offered Add-on

The Provider may, at its sole discretion and under the conditions of Article 5.4, offer an Add-on for one or more Establishments, for a fixed or indefinite term; an Establishment that benefits from free access to the subscription also benefits, during that period, from the Add-ons it holds at no extra cost. An offered Add-on confers no vested right to remain free of charge. In accordance with Article 5.4, no Add-on may be invoiced before the Client has itself ordered it by accepting these GTS under the conditions of Article 4.6. Consequently, at the end of the offered period:

if the Client ordered the Add-on (by adding it itself or by keeping it when subscribing or converting its subscription), the Add-on becomes payable at the price in Article 4.6, after notice given by email of fifteen (15) days; the first invoicing is pro rata for the current monthly period. The Client may remove the Add-on before that date, in which case it ends on that date and is never invoiced;
if the Client did not order it, the Add-on ends automatically on that date, without any invoicing. The Client is informed by email at least fifteen (15) days in advance and may, if it wishes to keep it, add it under the conditions of Article 4.6.

Article 6 — Payment Terms

6.1 Payment Methods

Payment of the subscription and the Add-ons is made by SEPA direct debit, by means of a direct debit mandate taken out online via the Payment Provider (Stripe), which collects the mandate and presents its particulars upon subscription. The Provider may, for certain Accounts, additionally offer payment by credit card (Visa, Mastercard) via the same Payment Provider.

The Client undertakes to maintain a valid payment method throughout the duration of the subscription and to have sufficient funds available on the due dates.

6.2 Invoicing

The Client is invoiced at the beginning of each monthly period, in advance. During a period:

any increase in the price due — activation of an Establishment on an existing subscription, upgrade to a higher plan, addition of an Add-on, end of free access (Article 5.4) or of an offered Add-on (Article 5.5) — is invoiced on the same day, pro rata to the remainder of the current monthly period (Articles 4.2, 4.6 and 5.5);
any decrease in the price due — downgrade to a lower plan, removal of an Add-on, end of an Establishment's subscription, free access, discount or other benefit granted by the Provider — takes effect, for billing purposes, at the next renewal, without refund or credit for the current period: what has been paid remains acquired. The Provider may, at its sole discretion, grant a commercial refund, which the Client may not rely on for the future.

Invoices are issued electronically via the Payment Provider and made available in the Client area of the Platform.

In accordance with Article L. 441-9 of the French Commercial Code, each invoice states in particular the identity and address of the parties, the date, the description of the service, the unit price excl. tax, the applicable VAT rate, the total amount incl. tax, the payment due date, the rate of late-payment penalties and the amount of the fixed recovery indemnity. The Client undertakes to provide and keep accurate the information necessary for invoicing (company name, SIREN, VAT number, address).

6.3 Electronic Invoicing

The Client expressly accepts to receive invoices in electronic form. The parties will each comply, as regards their own situation, with the French electronic-invoicing obligations between taxable persons (Articles 289 and 289 bis of the French General Tax Code) according to the applicable regulatory timetable.

Article 7 — Late Payment and Suspension

7.1 Late-Payment Penalties

In accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, any late payment entails as of right, without any reminder being necessary:

late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, due on the day following the due date shown on the invoice;
a fixed recovery indemnity of forty (40) euros per unpaid invoice, without prejudice to additional compensation, upon justification, where the recovery costs incurred exceed this amount.

7.2 Suspension for Non-Payment

In the event of failure of the direct debit or default of payment, the Client is informed by email (directly or through the Payment Provider), this notice constituting a formal demand to remedy. The Provider may re-present the direct debit under the Payment Provider's rules.

Access to the services is maintained for fourteen (14) days from the first failed debit. Failing remedy within this period, the Provider may suspend the services of the Establishment or Account concerned: the suspension covers online booking, the serving of the Website, which is taken offline during the suspension and put back online when it is lifted, all communications sent to Guests (in particular confirmations, reminders and satisfaction surveys) and API access; the Client retains access to its management interface, its ongoing reservations and its data.

No monthly period is invoiced during the suspension. Payment of the unpaid invoice(s) lifts the suspension as soon as the payment is confirmed by the Payment Provider, which may take several business days for a SEPA direct debit; billing then resumes on the usual renewal date, the suspension period not being invoiced. The suspension does not release the Client from payment of the sums due, subject to the following paragraph, and does not constitute a termination.

Three (3) months after the fourteen (14) day period expires without remedy, whether or not the Provider has suspended the services, the subscription is terminated automatically: the services of the Establishments concerned end, the Client's data is handled in accordance with Article 11.3, and the Provider waives the unpaid invoices, as well as the late-payment penalties and the fixed indemnity provided for in Article 7.1.

Article 8 — Commission on Guarantees

8.1 Principle and Basis

When the Client uses the Guarantees feature described in Article 9, the Provider receives a commission of 5% excluding tax of the Charged Amount, increased by VAT at the applicable rate (i.e., at the standard French rate of 20%, 6% including all taxes) (the "Commission").

The Commission is due on each Charged Amount, that is, on the sole sums actually charged by the Client to a Guest's card following a no-show or a late cancellation, in application of the Client's cancellation policy. No commission is due on reservations, on undebited card imprints, or on the authorized cap of the Guarantee.

8.2 Collection

The Commission is collected at the time of each charge, by withholding at source on the funds collected by the Client, by means of the Payment Provider's platform fees ("application fee") applied to the collection made on the Client's connected payment account. The Client expressly authorizes this deduction. The net amount, after deduction of the Commission and the Payment Provider's own fees, is paid out to the Client according to the payout schedule of its connected payment account.

8.3 Invoicing of the Commission

The Provider issues monthly, in arrears at the beginning of the following month, a summary invoice of the Commissions for the elapsed month (Article 289 of the French General Tax Code), detailing the commissioned charges and the applicable VAT. This invoice is addressed to the legal entity operating the Establishment for which the Charged Amounts were collected (as declared on its connected payment account), which may differ from the entity paying for the subscription. As the Commission has already been collected by withholding at source in accordance with Article 8.2, this invoice is settled by set-off and does not give rise to any additional deduction; it constitutes the supporting accounting document for it.

The Commission never appears on the monthly subscription invoice: the two flows are billed separately.

8.4 Refund of a Guest and Disputes

The Commission is definitively acquired by the Provider at the time of the charge. In the event of a subsequent refund, in whole or in part, of a Charged Amount to a Guest at the Client's initiative, the corresponding Commission remains acquired by the Provider and is neither returned nor reduced; the refunded amount is borne by the Client on the balance of its connected payment account. The Payment Provider's own fees (collection fees, dispute fees) are likewise not returned.

By way of exception, in the event of a dispute of a charge by a Guest ("chargeback") decided against the Client, the Commission relating to the disputed amount is paid back to the Client's connected payment account through the Payment Provider, and the corresponding charge is excluded from the monthly invoice provided for in Article 8.3; the Payment Provider's dispute fees remain payable by the Client.

8.5 Change of Rate

Any modification of the Commission rate constitutes a price change subject to the thirty (30) days' notice provided for in Article 4.4.

Article 8 bis — SMS Notifications (Optional, Pay-As-You-Go Service)

8 bis.1 Description

The Provider offers an optional service for sending SMS notifications to the Client's Guests (confirmations, reminders, messages relating to the reservation lifecycle, satisfaction surveys and communications relating to the Guarantees). This service is disabled by default; the Client enables it at its discretion from the "Billing" area of its back office, message type by message type.

8 bis.2 Usage-Based Pricing (Marked-Up Cost)

Each SMS is billed per unit, per routing segment, according to a resale rate per destination corresponding to the routing operator's cost increased by a flat margin. The applicable per-destination rates appear in the "SMS rates in force" pricing schedule accessible from the "Billing" area and communicated to the Client. This schedule may change to reflect a modification of the operator's routing costs; the Provider informs the Client thereof by an appropriate means before any such change takes effect, without this change constituting a modification of these GTS.

8 bis.3 Invoicing and Collection

The SMS consumed during a calendar month are summarized and invoiced monthly:

for a Client holding an active subscription, they are invoiced with the first subscription debit following the close of the calendar month concerned, under the same SEPA mandate;
for a Client benefiting from free access (Article 5.4) or without an active subscription, they are the subject of a separate invoice debited automatically from the SEPA mandate collected at the time of activation, whatever its amount.

The amounts indicated under this article are exclusive of tax; VAT at the rate in force (20%) is added thereto.

8 bis.4 Activation and Payment Method

Activation of the SMS service requires that a means of collection be in place: an active subscription, or, failing that, a SEPA direct-debit mandate collected at the time of activation. In the absence of such a means, the SMS service remains inactive. The Client may set a monthly SMS spend cap; once this cap is reached, sending is suspended until the following calendar month.

8 bis.5 Acceptance

Activation of the SMS service constitutes acceptance of this article and of the "SMS rates in force" pricing schedule applicable on the date of activation.

Article 9 — Guarantees (Card Imprints): Role and Responsibilities

9.1 Description

The Platform allows the Client to make certain reservations conditional on the Guest providing a capped card imprint: the Guest's card is registered, without immediate charge, and the Client may charge, within the limit of the cap expressly authorized by the Guest, a sum in the event of a no-show or late cancellation, in accordance with its own cancellation policy. The deferred charge is carried out as a merchant-initiated transaction, capped at the amount consented to by the Guest.

9.2 The Client, a Full-Fledged Merchant

Guarantees are implemented on the Client's connected payment account with the Payment Provider: the Client directly collects the Charged Amounts and acts as merchant vis-à-vis the Guest ("merchant of record"). The authorization given by the Guest is given for the benefit of the Client (and of the Payment Provider in its capacity as technical provider); the Provider is not a party to this authorization or to the contractual relationship between the Client and the Guest.

Use of the Guarantees is subject to the Client's opening of a connected payment account and its acceptance of the Payment Provider's terms (in particular the Stripe Connected Account Agreement), which apply in addition to these terms.

9.3 Client's Obligations

In respect of the use of the Guarantees, the Client undertakes to:

define, publish and apply a fair cancellation policy compliant with the regulations applicable to it, in particular consumer law;
charge a Guest only in the cases covered by the authorization obtained (no-show or late cancellation) and within the limit of the consented cap;
handle diligently the complaints, refund requests and disputes ("chargebacks") of Guests, of which it alone bears the burden and financial risk;
provide the Payment Provider with the information required in respect of anti-money-laundering and know-your-customer obligations (KYC/KYB).

The text of the authorization presented to the Guest at the time of the reservation is provided by the Platform and versioned; the Provider retains proof of its acceptance (timestamp, version, capped amount) on behalf of the Client.

9.4 Liability

The Provider provides the Client with a technical tool for collecting and executing the Guarantees. It is not a party to the charges decided by the Client and assumes no liability for the merits of a charge, the Client's cancellation policy, or disputes between the Client and a Guest. The Client indemnifies the Provider against any claim by a Guest or a third party resulting from a use of the Guarantees not compliant with this article.

Article 9 bis — Website (Add-on)

9 bis.1 Description

The Website Add-on lets the Client build, on the Platform and from the templates and modules supplied by the Provider, the website of an Establishment, which the Provider hosts and serves:

at an address supplied by the Provider, under the useservice.app domain name;
where applicable, under one or more domain names held by the Client, which the Client connects to the Website by changing their DNS configuration itself as instructed by the Platform. The Provider neither registers nor holds any domain name on the Client's behalf; the registration, renewal and cost of a domain name, and its configuration with the registrar, remain the Client's responsibility.

The Website is built exclusively from the Platform's templates and modules; it does not allow the Client to insert its own code (HTML, CSS or JavaScript). The templates, themes and modules remain the property of the Provider (Article 14). The Website's legal notice, privacy policy and cookies page are generated by the Platform from the information entered by the Client, who warrants its accuracy.

9 bis.2 Publication

The Platform may allow the Client to build and preview the Website before subscribing to the Add-on. The Website is accessible to the public only if the Add-on is active or offered for the Establishment and that Establishment's subscription is active or benefits from free access, and outside any suspension ordered under Article 7.2. The Client decides when to put the Website online and take it offline from its management interface.

9 bis.3 Content and the Client's Responsibility

The Client is the publisher of the Website and solely responsible for the Content; the Provider is its host, within the meaning of French Law No. 2004-575 of 21 June 2004 on confidence in the digital economy. The Website's legal notice names them as such. The Provider does not review the Content before publication and is under no general monitoring obligation.

The Client warrants that the Content: (i) is accurate and up to date, in particular prices, opening hours and allergen information, as well as any information the regulations applicable to its business require it to bring to its customers' attention; (ii) is lawful and infringes neither the rights of third parties, in particular intellectual property rights, image rights and privacy, nor public order; (iii) is not misleading. The Client declares that it holds all the rights and authorisations required for the Content, in particular for photographs, texts, trademarks and logos.

The Client grants the Provider, for the duration of the Add-on and worldwide, the non-exclusive, royalty-free right to reproduce, adapt in format (in particular resize and convert images) and display the Content, for the sole purpose of hosting and serving the Website. The Client retains ownership of the Content (Article 12.1).

For personal data collected through the Website (in particular through its contact form or newsletter sign-up form), the Client acts as data controller and the Provider as processor, under the data processing agreement (DPA) referred to in Article 13.

The Client indemnifies the Provider against any claim, action or judgment by a third party or an authority resulting from the Content or from a use of the Website not compliant with this article, and against the reasonable defence costs (in particular lawyers' fees) arising from them.

9 bis.4 Reports and Removal of Content

Anyone may report to the Provider Content they consider unlawful, at abuse@useservice.app, the address shown in the legal notice of every Website. The Provider handles reports as follows:

where Content is manifestly unlawful or threatens the security of visitors or of the Platform (in particular phishing or malware), the Provider may, without notice, take the page concerned or the whole Website offline, as soon as possible and as a rule on the same day;
any other report is acknowledged within two (2) business days and decided after the Client has been invited to submit its observations.

The Client is informed by email of any measure taken, the Content concerned, the reasons for the measure and the means of remedying it. Once it has corrected the Content concerned, the Client may put the Website or the page back online; it undertakes not to put back online removed Content without having remedied it. Putting such Content back online, or repeated well-founded reports, constitute a breach by the Client of its essential obligations within the meaning of Article 11.2, and further entitle the Provider to take the Website offline until it is remedied. Taking the Website offline under this article gives rise to no refund or compensation. The Provider keeps a record of the reports received, the decisions taken and their dates.

This article applies without prejudice to the Provider's obligations as a host, in particular under French Law No. 2004-575 of 21 June 2004 and Regulation (EU) 2022/2065 on a Single Market for Digital Services.

9 bis.5 Importing an Existing Website

At the Client's request and with its express consent, the Provider may import the Content of an existing website of the Establishment (in particular texts, photographs, menus, documents, opening hours and contact details) to pre-fill the Website. The import covers the Client's Content only: the Provider never reproduces the graphic identity, layout, code or other elements specific to a third party's website, in particular a previous provider of the Client. The legal notice and legal pages of the original website are not imported. The Client warrants that it holds the rights required for the imported Content and checks its accuracy, in particular prices, opening hours and allergen information, before putting the Website online.

9 bis.6 End of the Website Add-on

When the Website Add-on ends, for whatever reason (removal, end of an offered Add-on that was not ordered, discontinuation of the Add-on by the Provider (Article 4.6), end of the Establishment's subscription), the Website is taken offline on the effective date. The Content remains accessible in the Client's management interface for as long as its Account is open, which allows it to put the Website back online by subscribing to the Add-on again; upon termination, Article 11.3 applies. Domain names connected to the Website are disconnected from it thirty (30) days after it was taken offline following the end of the Add-on, of which the Client is warned in its management interface; the Client remains their holder and may use them freely.

Article 10 — Obligations of the Parties

10.1 Provider's Obligations

The Provider undertakes to:

provide access to the Platform in accordance with the subscribed plan;
maintain and regularly update the Platform;
implement reasonable technical measures to ensure the availability and security of the Platform;
host the data within the European Union;
inform the Client of scheduled maintenance within a reasonable timeframe;
provide technical support as included in the subscribed plan;
maintain the confidentiality of the Client's data.

The Provider is bound by a best-efforts obligation (obligation de moyens) and not an obligation of result as regards the availability of the Platform.

10.2 Client's Obligations

The Client undertakes to:

provide accurate and up-to-date information at registration and throughout use, in particular its billing information (Article 6.2);
comply with the ToS of the Platform;
pay the price of the subscription, the Add-ons and the Commission within the agreed deadlines;
not resell, sublicense or make available to third parties access to the Platform;
inform the Provider of any malfunction observed;
comply with applicable laws when using the Platform, in particular the GDPR and, as regards the Guarantees, Article 9.3;
as regards the Website, comply with Articles 9 bis.3 and 9 bis.4.

Article 11 — Termination

11.1 Termination by the Client

Subject to any commitment period set by a signed order form (Article 4.1), the Client may terminate its subscription at any time, globally or Establishment by Establishment, via the Client area of the Platform or by email to support@useservice.app. Termination takes effect at the end of the current monthly period of the Establishment concerned. The period commenced is due in full and gives rise to no refund, not even pro rata temporis. Termination of an Establishment's subscription ends, on the same date, the Add-ons subscribed for that Establishment (Article 4.6).

11.2 Termination by the Provider

The Provider may terminate the subscription, without prejudice to any damages:

for breach by the Client of its essential obligations (including payment of the price and Articles 8, 9.3, 9 bis.3 and 9 bis.4), after a formal demand left unheeded for fourteen (14) days;
in the event of conduct compromising the security or integrity of the Platform, the termination then being able to be immediate;
if required by law.

The Provider may also terminate the subscription without cause, globally or Establishment by Establishment, subject to three (3) months' notice given by email. Termination takes effect at the end of the monthly period in progress when this notice expires; it gives rise to no indemnity, the paid periods being provided until their end.

11.3 Effects of Termination

Upon termination: access to the Platform is deactivated at the end of the paid period or, in the case of termination for non-payment (Article 7.2), on the termination date; the Add-ons end on the same date and the Website is taken offline; the Client's data (in particular its Establishments, reservations and guest file) is kept for twelve (12) monthsfollowing termination, so that it can take out a subscription again and find it intact, and it may request its export during that period (Article 12.2); it is deleted when that period expires, or earlier at the Client's request, subject to legal retention obligations (in particular accounting); the sums due — including the Commissions relating to Charged Amounts prior to termination — remain payable, subject to Article 7.2 in the case of termination for non-payment.

Article 12 — Ownership and Portability of the Client's Data

12.1 Client's Data

The Client retains full ownership of the data it enters on the Platform (Establishment information, staff data, reservation data, Guest profiles). The Provider claims no ownership right over this data and refrains from using it for any purpose other than the provision and improvement of the subscribed service.

12.2 Portability

The Client may obtain, upon request addressed to the Provider, the export of all of its data in a structured, commonly used and machine-readable format (CSV or JSON), within a reasonable time. This right may be exercised throughout the subscription and for twelve (12) months following its termination (Article 11.3). Where its plan provides for it, the Client also has read access to its data via the Platform's application programming interfaces (APIs).

12.3 No Commercial Exploitation

The Provider undertakes never to: sell, rent or disclose the Client's data to third parties for commercial purposes; use Guest data to promote competing establishments; exploit the data for targeted-advertising purposes.

Article 13 — Personal Data Protection

The processing of personal data is governed by the Privacy Policy available at useservice.app/legal/privacy and by the data processing agreement (DPA) that supplements it.

The Provider and the Client act as joint controllers within the meaning of Article 26 of the GDPR for the Guests' reservation data, in accordance with the detailed terms set out in the Privacy Policy. As regards the charges decided by the Client under the Guarantees (Article 9), the Client acts as controller for the payment operations it initiates; card data is collected and stored exclusively by the Payment Provider, the Provider storing no card data.

The list of sub-processors (in particular the Payment Provider and the email-sending provider) is available at useservice.app/legal/sub-processors.

The Provider implements appropriate technical and organizational measures to ensure the security of the data in accordance with Article 32 of the GDPR.

Article 14 — Intellectual Property

The Platform, including its architecture, source code, interface, features, trademarks and logos, as well as the Website's templates, themes and modules, is the exclusive property of the Provider. The subscription grants the Client a personal, non-exclusive, non-transferable and non-assignable right to use the Platform, limited to the duration of the subscription and to the features of the subscribed plan.

Article 15 — Liability

15.1 Limitation

The Platform is provided "as is." The Provider is bound by an obligation of means; its liability may only be incurred for proven fault. Within the limits permitted by applicable law:

the Provider does not guarantee that the Platform will be error-free or continuously accessible;
the Provider's total liability under these GTS, on all grounds combined, shall not exceed the total amount of the sums actually paid by the Client (subscription, Add-ons and Commissions) during the twelve (12) months preceding the triggering event;
the Provider cannot be held liable for indirect damages (loss of turnover, loss of clientele, reputational harm, loss of search ranking, loss of data not attributable to the Provider), nor for the consequences of a domain name configuration made by the Client or its registrar, nor for sums that a Client was unable to charge under a Guarantee (authorization failure, dispute, insufficient funds of the Guest).

15.2 Exclusions

Nothing in these GTS limits the Provider's liability in the event of gross negligence or wilful misconduct or of personal injury. No provision of these GTS has the effect of depriving the Provider's essential obligation of its substance.

15.3 Force Majeure

No party may be held liable for the non-performance of its obligations (other than payment) in the event of force majeure as defined by Article 1218 of the French Civil Code, including in particular: natural disaster, pandemic, government measure, widespread network or power failure, major failure of a critical third-party supplier.

Article 16 — Consumer Mediation

The services covered by these GTS are offered exclusively to professionals acting in the course of their activity (Article 3.1). The consumer-mediation mechanism provided for in Articles L. 612-1 et seq. of the French Consumer Code is applicable only to clients having the status of consumer or non-professional within the meaning of that code.

In the event that a Client should nevertheless fall within this mechanism, the Provider will designate a consumer mediator referenced by the French Consumer Mediation Evaluation and Control Commission (CECMC) and will communicate its contact details to it; the Client may then use this mediator free of charge within one year from its prior written complaint to the Provider.

Article 17 — Governing Law and Jurisdiction

These GTS are governed by French law.

In the event of a dispute relating to the formation, interpretation, performance or termination of these GTS, the parties shall endeavor to resolve the dispute amicably within thirty (30) days from the written notification of the dispute.

Failing an amicable resolution, exclusive jurisdiction is granted to the Economic Activities Court of Marseille (Commercial Court of Marseille), notwithstanding a plurality of defendants or third-party proceedings, including for urgent or protective proceedings.

Article 18 — Miscellaneous Provisions

18.1 Entire Agreement

These GTS, the ToS, the Privacy Policy, the DPA and the order form where applicable constitute the entire agreement between the parties.

18.2 Severability

If any clause of these GTS is declared null or unenforceable, the remaining clauses shall remain in force.

18.3 Amendment

The Provider reserves the right to modify these GTS. The modifications will be notified to the Client by email at least thirty (30) days before they take effect and will give rise to a new acceptance under the conditions of Article 3.3. If the Client does not accept the new GTS, it may terminate its subscription under the conditions of Article 11.1 before they take effect; continued use of the Platform after that date constitutes acceptance.

18.4 Assignment

The Client may not assign its rights and obligations under these GTS without the prior written consent of the Provider. The Provider may assign these terms in the context of a restructuring, merger or transfer of business, subject to informing the Client.

18.5 No Waiver

The fact that a party does not avail itself of a breach by the other party shall not constitute a waiver of its right to avail itself thereof subsequently.

18.6 Language

These GTS are drafted in French; the French version constitutes the sole contractual text that is authoritative between the parties. Any translation, in particular into English, is provided merely for convenience and has no contractual value.

18.7 Survival

The following survive the end of the contract, whatever its cause: the provisions on sums due (Articles 7 and 8), on warranties and indemnities owed by the Client (Articles 9.4 and 9 bis.3), on the effects of termination and the Client's data (Articles 11.3, 12 and 13), on confidentiality (Article 10.1), on liability (Article 15), on governing law and jurisdiction (Article 17), and the commercial reference (Article 18.8), for the duration set out there.

18.8 Commercial Reference

The Client authorizes the Provider to cite its company name and the names of its Establishments, and to reproduce its logo, as a commercial reference, in particular on its website and in its sales presentations, for the term of the contract and two (2) years after it ends. The Client may object at any time by email to legal@useservice.app.

Contact

Service (SAS with a share capital of €1,000.00)
136 Chemin du Vallon de l'Oriol, 13007 Marseille, France
RCS Marseille 107 170 755 — SIRET 107 170 755 00014
Intra-community VAT: FR54107170755
Email: legal@useservice.app — Support: support@useservice.app