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.

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

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, etc.), unless otherwise agreed in writing by the Provider. 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. The subscription is exclusively monthly; no annual commitment is offered.

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 subscription price, excluding the Commissions due under Article 8; and (iii) creates no right to its continuation or renewal at the end of the agreed period.

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. 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 subject to notice given by email of fifteen (15) days. 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 at the end of the notice period, 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.

Article 6 — Payment Terms

6.1 Payment Methods

Payment of the subscription 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, subject to the immediate pro-rata billing provided for in Article 4.2. 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; during this period, access to the services is maintained and new debit attempts may be presented. Failing remedy within a period of fourteen (14) days following this formal demand, the Provider may suspend the services of the Establishment or Account concerned until full payment of the sums due: the suspension covers in particular the online booking widget, API access, and the sending of communications to Guests for new reservations; the Client retains access to its management interface, its ongoing reservations and its data. The suspension does not release the Client from payment of the sums due and does not constitute a termination. The Provider may in addition terminate the subscription under the conditions of Article 11.2.

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 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 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 subscription price 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.

Article 11 — Termination

11.1 Termination by the Client

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.

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 Articles 8 and 9.3), after a formal demand left unheeded for fourteen (14) days;
for non-payment, after the suspension provided for in Article 7.2 has remained ineffective for a further period of 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.

11.3 Effects of Termination

Upon termination: access to the Platform is deactivated at the end of the paid period; the Client may request the export of its data within thirty (30) days following termination (Article 12.2); the data is then retained or deleted in accordance with the Privacy Policy; the sums due — including the Commissions relating to Charged Amounts prior to termination — remain payable.

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. 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, 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." 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 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 data not attributable to the Provider), 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; personal injury; breach of an essential obligation depriving the contract 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.

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