These General Conditions apply to all services as well as to the complete or partial use of the information system made available by BLENT. They govern, in principle, relations between BLENT, its Customers and Third Parties, unless express written exceptions. They cancel and replace all oral or written agreements which may have been concluded previously between the parties in this regard. The Customer, using the services of BLENT, acknowledges having read and accepted without reservation these General Conditions.
These general conditions of sale apply:
– to subscribe to a subscription or a service;
– published by BLENT group companies, in particular:
• Blent Sàrl – IDE CHE-266.622.127 – Rue Du Collège 18, 1260 Nyon, Suisse.
• MyHotelStats SAS – RCS Thonon B 840 461 008 – 340 chemin de la Ruaz, 74140 Yvoire, France
designated together below by « BLENT »
A. «BLENT» : service provider whose mission is to design, develop and sell innovative IT solutions / software / applications based on big data and artificial intelligence as well as providing support / advice to its customers. She is the sole owner of this / this product / brand.
B. « Client » : Natural or legal person exploiting a marketed form and / or using a service developed by BLENT.
C. « Les Parts »: Common term used to designate BLENT and the customer.
D. « Third party » : All natural or legal persons, who may be required to collaborate with BLENT and / or the Client.
E. « Services » : All the services developed and / or marketed by BLENT.
F. « Data » : Information of any kind and in particular texts, images, sounds, videos, etc. transiting on the network and / or stored on a server.
G. « Information system » : any system used to create, send, receive, store or process data.
H. « Customer’s data » : All data relating to the Client.
I. « Data used and processed »: All the data used and processed by BLENT, on behalf of the client
J. « Sensitive data » : Are considered as sensitive data, data relating a natural person to any sign of belonging (ethnic, polit-ical, etc.).
III. BLENT SERVICES
BLENT aims to design, develop and sell innovative software / software solutions / software / applications based on data and artificial intelligence as well as provide support / advice to its customers. These services are mainly: the development of innovative IT solutions, the processing and management of data, applications; content management; and services associat-ed therewith. The various services are specified in the other contractual provisions, such as offers and quotes.
Access to the BLENT platform is through a paid subscription. The price is calculated based on the features used, the num-ber of accounts, and the amount of data. The start dates, features, price, and number of accounts are indicated in the offer or quote.
IV. START, END, TERMINATION, DEDIT AND SUSPENSION OF BENEFITS
A. Beginning, end, postponement of date and withdrawal.
The Subscription takes effect from the date on which the Subscriber is assigned the first identification code and / or the specific coded URL. The Subscription is concluded for an initial firm duration of twelve (12) months and it is then re-conducted tacitly by successive periods of twelve (12) months.
In the case of a withdrawal from the Customer after the start of the services, the Customer will be billed the full amount of the service as damages by BLENT. In fact, the production flow and the acceptance of other contracts are determined daily based on previously signed contracts.
Any delivery period is postponed when:
– Information, access to data (physical and IT), and in general any other information necessary to allow the commissioning of the BLENT platform or to carry out the advisory mission, do not reach BLENT in time useful.
– If the order confirmation is subsequently modified by the Customer.
– In the event of late payment of invoices.
– BLENT reserves the right to put the project on hold until receipt of the missing elements or validation or payment of pending and overdue invoices.
Project planning is done when the briefing and all the elements necessary for the development and commissioning of the project have been provided and validated by the client and by BLENT.
If the non-compliance with a delivery deadline is not exclusively due to a serious fault by BLENT, the Customer has neither the right to terminate the contract, nor to renounce the delivery or to claim damages .
C. Subscription, renewal and cancellation
The Subscription is concluded for an initial firm duration of twelve (12) months and it is then tacitly renewed for successive periods of twelve (12) months, unless denunciation by either of the Parties sent by registered letter with acknowledgment of receipt request, and received by BLENT at least two (2) months before the end of the current period.
If the Customer does not pay his invoices after the first reminder, BLENT may immediately suspend the provision of its services without notice and without compensation.
V. PRICES, INVOICING, SUPPORT AND PAYMENT CONDITIONS
The Customer undertakes to pay the amount invoiced upon receipt of the invoice. In the event of delay, BLENT will be under the obligation to stop the Service or work, and to request an approved body for legal recovery.
The applicable prices are those mentioned on the order form and accepted by the Customer (subscription prices includ-ed).
Regarding support and consultancy assignments and in the event that it is impossible to precisely define the overall amount of the service due to technical specificities and uncertainties, BLENT will mention in the offer an indicative price, provision, the amount of which may vary by a percentage, both downward and upward. BLENT uses the 3-point PERT method for any advisory mission for which it would be entrusted. The prices applicable for the subscription to the platform are determined in the offer submitted by BLENT to the Customer.
Prices and hourly rates are subject to change without notice.
C. Down payment – purchase order
A deposit of at least 50% of the service mentioned on the order form must be required prior to any performance of BLENT’s service – (Upon receipt of the invoice). The full amount of the purchase order must be paid no later than 30 days after receipt of the said invoice.
In the case of a subscription:
1. Commissioning costs: 50% upon signing the contract, 50% upon commissioning of the platform
2. Payment of a monthly fee
In the case of a specific advisory or development mission:
1. 50% upon signing the contract.
2. 40% during the mid-review
3. 10% during the final review
D. Technical Assistance | Support
The technical assistant is based on 4 axes:
Axis 1: Maintenance of the platform in the face of technical developments
Axis 2: Customer requests of less than 2 hours of work
Axis 3: Requests beyond 2 hours of work
Axis 4: Maturity of support
Axe 1: Maintenance of the platform in the face of technical developments.
On a case-by-case basis and depending on the technical complexity of the development to be implemented between BLENT and the Customer, technical support can vary between 30 minutes and 1 hour per month. The customer will have the choice to select the number of hours that best suits their needs. If the client wishes to terminate the support after the mandatory year, this must be notified by registered mail 1 month before the due date, corresponding to the initial date of commissioning of the project.
Axe 2: Customer requests of less than 2 hours of work.
Technical assistance is handled as follows:
Response times following the Client’s request: within 48 hours.
The response includes handling the request, as well as the technical diagnosis.
Depending on the technical diagnosis carried out, 3 cases of treatment arise:
– The platform does not work at all: 48 hours maximum (except weekends and holidays)
– The platform works but contains one or more bugs caused by third parties: 72h maximum
– The platform works, it is a request for custom module development: 96h maximum
In all cases, stopping the BLENT platform does not jeopardize the operation of the Customer’s establishment (s). This is why in the event that technical assistance intervenes after the deadlines indicated above, the Customer would not be eligible or entitled to claim any compensation whatsoever.
Axe 3: Requests beyond 2 hours of work
Beyond 2 hours of work (bugs caused by third parties, custom module development), a new offer will be submitted to the customer.
Axe 4: Requests when the support expires.
The maintenance of the platform outside the technical assistance package will be invoiced at a price of 165 euros HT per hour. No support hours will be charged if our support service has not been requested.
E. Additional services
All additional requests for services or modifications not provided for in the offers accepted and requested by the Custom-er during implementation will be invoiced at the price of 165 euros HT per hour.
F. Commercial documents
All correspondence (order confirmation, offer, invoices, etc.) must include the BLENT reference number and be sent to: Blent Sàrl, Rue du Collège 18, 74140 Yvoire, France (administrative headquarters of the company).
G. Late payment
In the event of delay, BLENT will be obliged to stop all work and to request Crédit Agricole Assurance for legal recovery. BLENT reserves the right to invoice callback costs of 40 euros excluding tax in addition to the administrative costs of Crédit Agricole Assurance.
Customers do not have the right to offset BLENT’s claims with possible counter-claims.
VI. TECHNICAL CONDITIONS
The specifications designed during the preparation phase are authentic in terms of specifications and deliverables.
These will be signed by the Client and by BLENT. This document will be annexed to the contract and cannot be modified without causing contractual modifications.
The initial offer includes:
– The implementation of the BLENT platform with the provision of a user account per establishment to use the classic and optional features defined in the offer.
– For consulting missions, possibility of making a maximum of two (2) sessions of return of modifications during the mid-review. In the event of dissatisfaction of the Customer, beyond these (2) sessions of return of modifications, a new offer will be proposed by BLENT.
Once the offer is validated in writing (email, mail) there is no possibility of changes. The new changes requested after the validation of the offer by the Customer will be the subject of a new offer by BLENT and will be integrated after the first.
C. Data management and protection
We distinguish customer data “Customer data” and that used and processed by BLENT, on behalf of the customer, herein-after “Data used and processed”. “Customer data” will be treated in accordance with article D and “Data used and pro-cessed” will be treated in accordance with article J.
A. The Customer accepts and undertakes to make available all of their data. All data received via electronic messages, web-sites, social networks and any other data received directly or indirectly in the professional context of BLENT or not will be used to feed the BLENT database and improve the BLENT Technology and / or for provide and improve any other BLENT-related product that the Customer may wish to benefit from at any time. BLENT undertakes to collect and use this data in accordance with applicable law and regulations, including in particular the laws governing the protection of personal data and privacy.
B. It is BLENT’s obligation to treat all of its Customers’ data confidentially. It is also included in BLENT’s obligations to ensure that its possible employees and subcontractors also respect the obligations in force regarding this confidentiality. The Par-ties undertake to comply with the data protection clause which applies in each case.
C. The Parties are aware of national and European data protection laws and must comply with them. The Parties must com-ply with the provisions of the new General Data Protection Regulation of the European Union (GDPR) which came into force on May 25, 2018 repealing Directive 95/46 / EC (general data protection regulation) of the European Parliament. European Union and of the Council, and that of 24 October 1995, relating to the protection of individuals with regard to the processing of personal data and to the free movement of such data. The Parties agree without reservation that the EU-GDPR and French data protection laws will be applied. The Client unreservedly accepts that French data protection laws are applied. Thus, the storage and processing of personal data will be carried out in accordance with applicable law.
D. Customer data: As part of the operation of its activity, BLENT ensures the anonymization of personal data relating to the customer. Customer Data is only stored for the legally necessary period. If the customer is a natural person and not a legal person or if an authorized member of staff accesses the BLENT platform via a private internet connection, personal data is processed.
The storage and processing of this data for the BLENT platform is done on the Amazon Web Services platform, in datacen-ters based in Europe (Frankfort, London, Dublin).
E. BLENT, via its platform allows the customer to create and manage a user account. The customer can use the functions of this personal account to the extent of the contract signed. The customer declares to have all the necessary consents con-cerning the storage of personal data of its employees within the framework of the connection of data to the account of the user.
F. BLENT has the right to transfer Customer Data, even if this contains personal data, to third parties if this is necessary to perform the contract or to protect BLENT’s legitimate interests. Independently of these agreements, the transmission of this data is only authorized if the data is transferred in accordance with the data protection regulations. BLENT has the right to transfer data to its subsidiaries (for example: customer assistance or invoice) in order to fulfill the contract and to trans-fer the data to a lawyer or tax adviser in order to protect the legitimate interests of BLENT.
G. BLENT does not store any personal data which does not appear in these General Conditions or in Data Protection.
H. If one of the customer’s employees concludes a SaaS contract with a partner / supplier while being connected to a user account, BLENT is authorized to transfer customer information as well as information stored on the respective user to the partner / supplier for the purpose of concluding the contract.
J. Data used and processed: As part of its activation, BLENT uses, processes and stores data on behalf of its customers. All of this data has been transferred to BLENT by the customer himself or provided by the customer for use, processing and storage. However, it is the customer’s responsibility to take care not to transfer Sensitive Data to BLENT within the meaning of the data protection regulations in force.
BLENT reserves the right to reuse the business data of all of its customers for the operation of internal and external ser-vices to the platform (for example: creation of market statistics) without consideration for the Customer, while ensuring the anonymization of the data and the results of the analysis carried out by BLENT.
BLENT undertakes not to provide the Customer’s data and analysis results to third parties without anonymization or without written agreement from the Customer.
K. The customer notes that a data processing agreement, in accordance with art. 28 GDPR, may be necessary in order to process customer data if the customer transfers personal data within the meaning of art. 4 Para. 1 GDPR to BLENT via the BLENT platform and if this data will be processed by partners / third-party suppliers.
L. There are two types of data transfer:
1- The transfer of pseudonymized data
2- The transfer of personal data
M. If nothing else has been agreed between BLENT and the customer, and if third-party systems allow it, only pseudony-mized data will be transferred from the customer’s PMS to BLENT and BLENT will only store and process pseudonymized data.
N. If the client transfers data to BLENT, which contains personal data within the meaning of the GDPR, a separate DPA (Data Protection Act) (Paragraph 28 GDPR) must be concluded between BLENT and the client and it must be ensured that the data are processed in accordance with the legal provision. The transmission of personal data to BLENT without having pre-viously concluded a PAD and taking all the necessary precautions to ensure compliance with legal provisions is not author-ized. If BLENT discovers that the customer has used BLENT to store personal data without BLENT’s knowledge, BLENT is entitled to delete this data and to end all commercial relations with the customer without notice.
O. Data portability (article 20 GDPR): BLENT will provide data stored in readable electronic form within the meaning of art. 20 GDPR. However, BLENT does not guarantee that the data provided can be imported into other applications.
P. In the event that BLENT operates as a supplier in accordance with the GDPR and French data protection law, BLENT de-clares that it offers an adequate guarantee for the legal and secure use of the data. In this case, BLENT is obliged to:
– Use all personal data only for customer orders.
– Implement all necessary data security measures in accordance with the GDPR and French data protection law.
– BLENT only allows its employees to access data, which are required to maintain the confidentiality of the data or which are bound by a legal obligation of confidentiality
– Transmit to the client all the documentation relating to the client’s data, or to store or destroy this data if the client re-quests it, after the completion of the provision of the services.
Q. Transmission of data to third countries for processing. The Parties agree that only European countries or countries which provide an adequate level of data protection within the meaning of Art. 45 GDPR, are authorized to process this data. If the customer’s seat is not located in a European country, the customer accepts that BLENT is authorized but not obliged to transfer the data to the country in which the customer’s seat is located; however, this only applies if:
– the transmission of data is necessary for the performance of the services included in the contract.
– the transmission of data is necessary for the prosecution in the case of legal complaints.
A. If you are directly or indirectly concerned with BLENT and your data has been used or processed by BLENT, and in the case of information that is incorrect or inconsistent with legal provisions, do not hesitate to contact us at the following address: privacy@Blent.io.
We will correct or delete in accordance with the legal provisions in force.
VII. INTELLECTUAL PROPERTY
The source codes and any other development related to the project will be the effective and integral property of BLENT.
VIII. CLIENT’S OBLIGATIONS
A. Disclosure of information
The Customer is responsible for all the information he entrusts to BLENT and must ensure the accuracy of this, especially when transmitting data.
B. Passwords and responsibility for the use of access
The Customer is responsible for any damage that may result from the use of access data by third parties (including collabo-rators), as well as the content of the information that he or third parties transmit or process to BLENT and the delivery of access rights (username and password, super admin). Customers must also ensure that their employees erase their user names and passwords when there are major changes (eg departure or change of status in the company).
C. Security and System Updates
The Customer must, throughout the duration of the services with BLENT, install all the updates available for its information system, use the software and / or hardware versions recommended by BLENT in accordance with the minimum configura-tions required and update them whenever necessary. The Customer undertakes to use software for which he has a user license, emanating from reliable sources. He also undertakes to take all appropriate measures to protect himself from computer attacks.
The Customer undertakes to promote the ethics of BLENT by prohibiting themselves and by prohibiting the publication or transmission of data:
• In violation of intellectual property rights,
• In violation of the laws on unfair competition and consumer protection,
• In violation of laws against money laundering,
• And all documents deemed threatening, violent, racist, xenophobic, pornographic, etc.
BLENT cannot be held responsible for this information, or for the information that the Customer receives or that Third Parties disseminate or offer via information systems.
IX. RESPONSABILITY OF BLENT
BLENT cannot be held responsible in the event of a service cut by the host for internet media and no compensation can be claimed.
BLENT excludes all liability insofar as the law authorizes it, in particular, but not exclusively, for misplacement, corruption and loss of data as well as for subsequent damage or loss of profit.
BLENT is only responsible for gross negligence and willful misconduct. This liability provision prevails over any other con-tractual provision.
BLENT assumes no responsibility for damage resulting from improper use of the services, in particular for damage attribut-able to the Customer’s non-compliance with the duty of care.
BLENT does not guarantee permanent access, fault-free operation or the accuracy and integrity of the data transmitted or downloaded following the performance of its services.
BLENT assumes no responsibility for damage suffered by the Customer as a result of transmission errors, data corruption, interruptions, failures or illegal intrusions into information systems.
BLENT reserves the right to interrupt services at any time in the event of security risks without having to explain the rea-sons for this interruption.
BLENT assumes no responsibility for damage caused by such interruptions.
BLENT assumes no responsibility for the proper functioning of the platform, internet explorer project, inter-net explorer no longer updating.
X. BACKUP, COPY AND DESTRUCTION OF DATA
The Customer assumes full responsibility for the consequences related to the content and management of his data.
Upon termination or termination of a BLENT service, the Customer authorizes BLENT to keep a copy of their data for anon-ymized use. The Customer may notify his wish to destroy all of his data after termination in writing.
BLENT will ensure the conservation of the information entrusted to it by the Customer, it will be considered confidential and treated with discretion, the converse being also true. The Customer undertakes, however, to keep a duplicate of all the documents entrusted to BLENT. The Client acknowledges that all written and verbal information relating to BLENT’s know-how is the product of IT development efforts and is confidential. Consequently, the Customer undertakes not to use them for his own account and not to disclose them outside the needs of the execution of contracts.
XII. DATA PROTECTION (GDPR)
BLENT undertakes to treat with care the data of its Customers and to comply with the provisions on data protection. BLENT only captures, records and processes the data required for the fulfillment of contractual obligations, monitoring of cus-tomer relations, the guarantee of high quality of services, operational and infrastructure security , as well as for billing. Non-personal data of the Customer, such as technical logs, can be automatically memorized and kept due to the technical process applied and in accordance with the legislation in force.
The Customer authorizes BLENT to process and use its data internally and in association with companies in its group, in order to enable it to provide optimal service and to inform it about the current offers of BLENT and its group companies. . BLENT takes measures to protect its network to this end. Absolute protection against unlawful interference or eavesdrop-ping cannot however be guaranteed. Consequently, BLENT cannot be held liable for such interference.
BLENT’s own management data concerning its own commercial and accounting activity is done via Hubspot (Cambridge, Massachusetts, United States) for customer data, and Chargebee (303 2nd Street South, Suite 200, San Francisco, CA 94107), for billing data.
XIII. NON SOLICITATION OF STAFF
The Customer agrees not to engage, directly or through an intermediary, without the written consent of BLENT, any em-ployee of BLENT or a company in its group. This waiver is valid for the duration of the contracts, increased by twenty-four (24) months. In the event of non-compliance, the Customer must compensate BLENT by paying him a lump sum equal to the fees or gross salaries that this employee will have received from BLENT during the year preceding his departure.
XIV. USE OF THIRD PARTIES
To meet its contractual commitments, BLENT may at any time call on third parties. In this case, they will be subject to the terms of these General Conditions.
XV. MODIFICATIONS TO THE GENERAL CONDITIONS
In the event of a change in the tax scales (especially VAT), BLENT will be authorized to adjust its prices accordingly.
BLENT may occasionally make changes to the Contracts for valid reasons, such as the improvement of existing functions or features or the addition of new functions or features to the Service, the implementation of scientific and technological progress and reasonable technical adjustments to the Service, the guarantee of the functioning or the security of the Ser-vice, and for legal or regulatory reasons. In the event of substantial modification of this Contract, BLENT will inform the Customer by means of suitable notifications, for example, by posting a visible notice or by asking for your agreement in the BLENT Service or by sending you an e-mail. In certain cases, BLENT will warn the Customer and the continuation of its use of the Service once the modifications have been made, which will constitute acceptance of these modifications.
In case of translation of the General Conditions into other languages, the French version will prevail.
XVII. FOR AND APPLICABLE LAW
In the absence of an amicable settlement, notified by one of the parties to the other, any dispute will be brought before the competent court.
For Blent Sàrl – IDE CHE-266.622.127 – Rue Du Collège 18, 1260 Nyon, Switzerland, these General Conditions are subject to Swiss law, and the place of jurisdiction is established in Lausanne, Switzerland.
For MyHotelStats SAS – RCS Thonon B 840 461 008 – 340 chemin de la Ruaz, 74140 Yvoire, France, These General Condi-tions are subject to French law, and the place of jurisdiction is established in Annecy, France.