CGV - CGU


BEING PREVIOUSLY EXPOSED THAT:

The Customer manages tourist accommodation.
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GETWELCOM offers hotel establishments a digital reception platform accessible in “SaaS” mode (Software as a Service) to manage customer relationships (the “Solution”).
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After learning about the characteristics and functioning of the Solution, as well as the services offered by GETWELCOM, the Customer expressed interest in using it in the context of its activity.
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To this end, the Customer approached GETWELCOM and provided it with all the useful information, as well as the desired options for configuring the Solution. Based on this information, GETWELCOM submitted a quotation to the Customer, specifying the terms of access to the Solution and its use (the “Quotation”). The Customer accepted the Quotation by returning it to GETWELCOM duly signed or by signing it electronically.
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The Customer declares to have received from GETWELCOM, prior to the signing of these terms and conditions, all advice, instructions and details necessary for him to subscribe to this contract with full knowledge of the facts, that he thus has sufficient knowledge of GETWELCOM's skills, and that he has, prior to the signing of these terms and conditions, and that he has, prior to the signing of these terms and conditions, that he has, prior to the signing of these terms and conditions, that he has, prior to the signing of these terms and conditions, that he has, prior to the signing of these terms and conditions, he has sufficiently communicated with GETWELCOM to ensure that these correspond to his expectations, needs and constraints.
The Parties have therefore come together to formalize, herewith, the conditions of their collaboration (the “Contract”).
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The Parties declare that they had the time and the opportunity to exchange with each other all the information, including that provided for in article 1112-1 of the Civil Code, which governed the negotiation and conclusion of this Contract.

THE PARTIES THEREFORE AGREED TO THE FOLLOWING:

Article 1 - Purpose

The purpose of this Agreement is to determine the terms and conditions of provision to the Customer by GETWELCOM of the services defined in the article “Description of the Services” (the “Services”).

Article 2 - Duration

The license to use the Solution and all the Services provided for herein are subscribed by the Customer in the form of a subscription (the “Subscription”).

The Subscription starts on the day of the start date indicated in the Quotation for an initial period of one year.

This Subscription will then be renewed tacitly for successive periods of the same duration as the initial period, unless terminated by either Party addressed to the other Party, by simple written notification (handwritten letter or e-mail), at least 1 month before the expiry of the period in question.

Article 3 - Description of services

The purpose of the Services is the implementation of the Solution by GETWELCOM to the Customer.

The Solution is composed of:

1. A white label website constituting a digital room directory made available to the Customer's customers (the “Final Customers”) allowing the Customer to present their establishment to them, to offer additional offers and services that they can book online and to complete forms related to their stay (the “Interface”).
2. A backoffice allowing the Customer to manage the options and services offered to its End Customers himself as part of his room directory offer, to program the sending of automated communications to his customers, and to consult and respond to his customer reviews (the “Back Office”).

3.1 License to use the Solution

3.1.1 Scope

A - General provisions

GETWELCOM grants the Customer, for the whole world and for the duration provided for in the “Duration” article, a non-exclusive, personal and non-transferable license to use the Solution, in its existing version on the date hereof, as well as its technical documentation, in SaaS mode, as well as its technical documentation, in SaaS mode, for the sole purpose of executing this Contract and for End Customers.

Any request for modification of the configuration of the Solution and/or the addition of new Services and/or new functionalities by the Customer will be the subject of a specific order. In the event of agreement of the Parties on the conditions, in particular financial, of adaptation of this license, these will be the subject of an additional estimate which will be added to Annex 1, updated for this purpose.

B - Interface specific provisions

GETWELCOM is committed to providing the Customer with a white label Interface, for the presentation and reservations of complementary services for End Customers.

End Customers can use the Interface by going to the website whose URL link and/or QR code will be sent to them directly by the Customer. This link or QR code will be provided by GETWELCOM to the Customer by any useful written means and in particular by email.

The Customer will be responsible for the terms of payment by the Final Customer of the reservations requested via the Interface.

3.1.2 Execution procedures

The Customer is prohibited and will ensure that the End Customers therefore refrain from:

• Reproduce, arrange, adapt all or part of the Solution;
• Carry out any form of commercial exploitation of the Solution with third parties,
• Transfer, provide, lend, rent the Solution, grant sublicences or other rights of use, or more generally, to communicate all or part of the Solution to a third party or to an affiliated company,
• Integrate all or part of the Solution into any computer system or any other software solution,
• Proceed with the remote transmission of the Solution, its networking, in particular on the Internet, outside the Customer's sites, or its distribution in any other form, without the prior written authorization of GETWELCOM.

The right of use is granted to the Customer only subject to the effective full payment of the price agreed in the “Financial Conditions” article hereof.

3.1.3 White label

The Interface is provided as a white label, with the Customer's logo and graphic charter.

GETWELCOM ensures the monitoring and implementation of the configuration of the white label Solution under the conditions of the article “Configuration of the Solution”.

3.2 Management and operation of the Solution by GETWELCOM

3.2.1 Hosting the Solution

GETWELCOM undertakes, under an obligation of means, to ensure the hosting of the Solution, in accordance with professional practices and the state of the art, on its servers or through a professional hosting provider, exercising its activity in accordance with professional practices and the state of the art, and on servers located in a European Union territory.

In the event of a change of hosting provider, GETWELCOM undertakes to inform the Customer as soon as possible, by any useful written means, specifying the identity of the new host, as well as the territory of the European Union in which its servers will be located.

GETWELCOM is committed to implementing all the technical means, in accordance with the state of the art, necessary to ensure security and access to the Solution, relating to the protection and monitoring of infrastructures, the control of physical and/or intangible access to said infrastructures, as well as to the implementation of detection, prevention and recovery measures to protect servers from malicious acts.

GETWELCOM also undertakes to take all useful precautions, with regard to the nature of the data and the risks presented by the automated data processing implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent them from being deformed, damaged or from being accessed by unauthorized third parties.

3.2.2 Technical Support

GETWELCOM provides a technical support service, consisting of assistance and advice. Technical support is available by phone and email at the following coordinates:

Support@getwelcom.com

07 86 25 54 10

Monday to Friday, excluding public holidays or non-working hours in France, from 9 am to 7 pm.

3.2.3 Solution Maintenance

GETWELCOM undertakes to regularly carry out checks in order to verify the functioning and accessibility of the Solution. As such, GETWELCOM reserves the right to temporarily interrupt access to the Solution for maintenance reasons.

GETWELCOM is committed to ensuring:

i - corrective maintenance of the Solution, corresponding to the provision of the updates necessary to remove anomalies; and

ii - the evolving maintenance of the Solution corresponding to the implementation of new versions of the Solution, which may if necessary include new functionalities, it being specified that any request by the Customer for a new version may be subject to additional billing, as described in the article “Financial conditions”.

GETWELCOM cannot be held responsible for temporary difficulties or impossibilities in accessing the Solution or in the functioning of the Solution which would be caused by circumstances external to it, force majeure, or which would be due to disturbances in telecommunications networks.

3.2.4 Specific developments

The Customer may request specific developments from GETWELCOM.

If the request is accepted, these developments may be carried out either free of charge or for a fee. In the latter case, GETWELCOM undertakes to communicate a quotation to the Customer by any useful written means, in particular by e-mail. If the Customer agrees to this quote, GETWELCOM will make its best efforts to develop the Customer's development requests.

These developments can be proposed to all GETWELCOM customers.

3.2.5 Support and training

GETWELCOM can provide the Customer, upon request, with specific services to support and train its employees in the Solution. The terms and conditions are defined in the Quotation.

GETWELCOM reserves the right to offer any other Service.

Article 4 - Access and configuration of the Solution

4.1 Configuring the Solution

GETWELCOM will configure the Solution, understood as its customization and the implementation of the functionalities and Services selected by the Customer.

At the end of the configuration of the Solution by GETWELCOM, the Customer will ensure its operational access to the Solution and will validate this access with GETWELCOM within the deadlines and conditions specified in the Quotation. In the absence of notification from the Customer within the period indicated in the Quotation, the Customer will be presumed to have validated access to the Solution.

4.2 Access to the Solution

The Customer can access the Services through the link that GETWELCOM makes available to him by any useful written means and in particular by email.

As soon as it has access to the Solution under the conditions referred to above, GETWELCOM opens an account in the name of the Customer, which allows it to manage its use of the Services and to access the Back Office (the “Customer Account”). For this purpose, GETWELCOM communicates to the Customer by any useful written means, and in particular by email, the login ID and the password assigned to him.

The Customer undertakes to personally use the Services and not to allow any third party to use them in his place or on his behalf, except to bear full responsibility for them.

He is responsible for maintaining the confidentiality of his login identifiers, any access to his Customer Account using them being deemed to be carried out by the Customer. The Customer undertakes to contact GETWELCOM immediately if he notices that his Customer Account has been used without his knowledge. It recognizes GETWELCOM the right to take all appropriate measures in such cases.

Article 5 - Service Level Guarantee

GETWELCOM is committed to ensuring the permanence, continuity and quality of access to the Solution and the Services, as well as the operation of the Solution, under the conditions of this article.

As such, GETWELCOM will make its best efforts to maintain access to its tools 24 hours a day, 7 days a week and guarantees the monthly availability of the Services at 99.5%, except in cases of force majeure.

Given the complexity of the Internet, the inequality of the capacities of the various sub-networks, the influx of users of the Solution at certain hours, the various bottlenecks over which GETWELCOM has no control, GETWELCOM's responsibility will be limited to the operation of its servers, whose external limits are constituted by the connection points.

GETWELCOM cannot be held responsible for (i) the speed of access to its servers, (ii) slowdowns external to its servers, and (iii) poor transmissions due to a failure or malfunction of these networks.

The Customer acknowledges and accepts that this service level guarantee does not cover any failure or interruption of the Solution occurring due to telecom operators or internet access providers.

In any event, it is expressly agreed between the Parties that the violation of any commitment provided for in this article may in no case be sanctioned by the breach of the Contract and its liability will be limited under the conditions provided below in the article “Obligations of GETWELCOM”.

Article 6 - Additional services

At the request of the Customer, GETWELCOM may provide services related to the use of the Solution, and in particular the integration of the Customer's PMS and/or CRM into the Solution by API so that GETWELCOM can send them communications, at the Customer's request.

These additional services are subject to a specific price, accepted on quotation, in which the methods of their implementation, their price and the terms of payment will be specified.

Article 7 - Customer Obligations

Without prejudice to the other obligations provided for in the Contract, the Customer undertakes to comply with the following obligations:

7.1 The Customer undertakes to give GETWELCOM all the information useful to the latter in order to configure the Solution. He undertakes to provide GETWELCOM with all the information regarding the additional services and offers that he offers to End Customers via the Solution so that GETWELCOM configures the Solution to make these services and offers appear in the Interface.

7.2 The Customer expressly acknowledges that it is his sole responsibility to perform the services reserved by the End Customer via the Solution. GETWELCOM only provides the Customer with a solution allowing him to present to the End Customers the offers proposed to him by the Customer. GETWELCOM does not in any way manage reservations and orders offered by the Customer to End Customers.

The Customer acknowledges and expressly accepts that it is the responsibility of the End Customer to contact him directly to pay the amount of the services he has booked via the Solution.

7.3 The Customer undertakes, in its use of the Solution, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. He undertakes to ensure compliance with the obligations contained in this Contract by End Customers.

It guarantees against any misuse, non-compliant or illegal use that End Customers may make of the Solution, in particular against breaches of laws and regulations in force. The Customer is thus exclusively responsible for the implementation of all procedures intended to prevent or repair the commission of such acts.

The Customer is solely responsible for the proper completion of all formalities, in particular administrative, fiscal and/or social, which are incumbent upon him in connection with the Contract. GETWELCOM cannot under any circumstances be held liable in this respect.

7.4 The Customer is informed and accepts that he is solely responsible for the proper functioning of his computer equipment, for their connection to telecommunications networks.

7.5 The Customer is solely responsible for content of any kind (editorial, graphic, graphic, audio, audiovisual or other) published by him, as part of his use of the Solution and the Services (the “Contents”).

It guarantees GETWELCOM that it has all the rights and authorizations necessary for the distribution of this Content.

He undertakes that said Content is legal, does not infringe public order, morality or the rights of third parties, does not infringe any legislative or regulatory provision and, more generally, is in no way likely to give rise to the civil or criminal liability of GETWELCOM.

The Customer is therefore prohibited from distributing, in particular and without this list being exhaustive:

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• Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist,
• infringing Content,
• Content that is harmful to the image of a third party,
• Content that is false, misleading or that proposes or promotes illegal, fraudulent or deceptive activities,
• Content harmful to third party computer systems (such as viruses, worms, Trojan horses, etc.),
• and more generally Content that may infringe the rights of third parties or be harmful to third parties, in any way and in any form whatsoever.

7.6 The Customer undertakes not to monetize, assign, grant or transfer all or part of its rights or obligations hereunder to any third party, including if this third party has a direct or indirect link with the Customer, in any manner whatsoever.

7.7 The Customer guarantees GETWELCOM against any complaints, claims, actions and/or claims of any kind that it may suffer as a result of the violation, by the Customer, of any of its obligations under this Agreement. The Customer undertakes to pay GETWELCOM all costs, charges and/or sentences that it may have to bear as a result.

Article 8 - GETWELCOM's obligations

Without prejudice to the other obligations provided for in the Contract, GETWELCOM undertakes to comply with the following obligations:

8.1 GETWELCOM undertakes to perform its obligations under this Contract diligently and according to the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer acknowledges and expressly accepts.

8.2 GETWELCOM undertakes to only use the information, documents, data and more generally all the elements that may be transmitted to it under these terms and conditions only for the purpose of carrying out these terms and not to distribute them or share them with any third party whatsoever, unless requested or expressly agreed to by the Customer.

It guarantees the Customer the perfect preservation of these documents, elements, data and information for the duration of these terms and conditions and undertakes to destroy them or return them to the Customer, at the request of the latter, at the end of these terms and conditions.

8.3 GETWELCOM is not aware of the Contents put online on the Solution by the Customer, on which it does not carry out any moderation, selection, verification or control of any kind and in respect of which it only acts as a hosting provider.

Consequently, GETWELCOM cannot be held responsible for the publication of Content whose authors are third parties, any possible complaint must be directed in the first place to the authors of the Content in question.

8.4 GETWELCOM cannot under any circumstances be held responsible for:

• The quality of the services offered by the Customer on the Interface. It is recalled that GETWELCOM does not intervene in the relationship between the Customer and the End Customer and that as such the Customer remains solely responsible for the quality of these services.
• Content, advertising, products and/or services available on the Interface;
• Transactions between the End Customer and the Customer.

8.5 GETWELCOM declares to have, on the day of signature hereof, a status allowing it to issue invoices and to receive payment of the price of the Services. In this respect, GETWELCOM expressly and irrevocably undertakes not to declare the amounts received as salary or wages and guarantees the Customer in this respect.

GETWELCOM is solely responsible for the proper completion of all formalities, in particular administrative, fiscal and/or social security formalities, and for all payments of contributions, taxes or taxes of any kind incumbent upon it, where applicable, in connection with the provision of the Services. The Customer cannot under any circumstances be held liable in this respect.

8.6 GETWELCOM certifies that it holds an insurance policy guaranteeing its professional civil liability for the duration of the Contract. It undertakes to provide an up-to-date insurance certificate upon the Customer's request and without delay.

8.7 The Solution and the Services are provided by GETWELCOM as is and without warranty of any kind, express or implied. In particular, GETWELCOM does not guarantee to the Customer (i) that the Solution and the Services, subject to constant research to improve their performance and progress, will be completely free of errors, defects or defects, (ii) that the Solution and the Services, being standard and in no way offered for the sole purpose of the Customer and in no way offered for the sole purpose of the Customer according to their own personal constraints, will specifically meet their needs and expectations.

8.8 The intervention of GETWELCOM is limited to the sole provision of the Services, to the exclusion of all others. As such, the Customer acknowledges and accepts that the Services are provided to him personally, GETWELCOM not intervening in any way in the relationships between the Customer and the End Customers or any other third party, maintaining no relationship with them and not providing them with any service.

The Customer undertakes to put GETWELCOM out of the way in any disputes or disputes between these persons and to do his personal responsibility to resolve them.

8.9 In any event, the liability that may be incurred by GETWELCOM under

hereof may only relate to direct damage suffered by the Customer and will be expressly limited to the total amount of the price received by GETWELCOM during the 12 months preceding the event giving rise to liability.

In any event, GETWELCOM can only be held liable if the Customer has filed a complaint, by registered letter with acknowledgement of receipt, within one month following the said occurrence.

Article 9 - Obligations common to both Parties

Each of the Parties undertakes, in the execution of this Contract, to respect the laws and regulations in force and not to infringe the rights of third parties or public order.

They undertake to provide each other with all the documents, elements, data and information necessary for the execution of this Agreement.

More generally, the Parties undertake to cooperate actively with each other for the proper execution of this Contract and to inform each other of any difficulties related to this execution.

To this end, each Party designates an interlocutor, in charge of the execution of this Contract. As of the date of signature hereof, these interlocutors are the following:

• For GETWELCOM: Menanteau Paul, President.
• For the Customer: name, first name and function indicated in the Quotation.

In the event of a change of interlocutor, each Party undertakes to inform the other Party without delay, by any useful means.

Article 10 - Financial conditions

Without prejudice to the provisions of the articles “Specific Developments” and “Additional Services”, the Customer undertakes to pay GETWELCOM the following remuneration.

10.1 Prices

In return for the license to use the Solution and the Services provided for in the Contract, the Customer undertakes to pay GETWELCOM the price indicated in the Quotation.

Any Period started is due in full.

GETWELCOM reserves the right, at its free discretion and in accordance with terms of which it will be the sole judge, to offer promotional offers or price reductions.

10.2 Invoicing and payment terms

GETWELCOM will send monthly or annual invoices to the Customer by email, depending on the option chosen by the Customer indicated in the Quotation, payable within a maximum period of 30 days from their issuance.

10.3 Currency and exchange rates

Unless otherwise stated, prices are expressed in euros and excluding taxes.

When the calculation of the price requires the application of an exchange rate, the applicable rate is that of the date of payment of the price, the Customer must bear all possible applicable exchange costs.

10.4 Price review

The prices referred to above may be subject to revision by GETWELCOM, applicable from the tacit renewal of the Contract according to the modalities provided for in the “Duration” article.

GETWELCOM undertakes to inform the Customer of the price change in writing (email, fax or registered letter with acknowledgement of receipt), at least 2 months before the entry into force of the new rates.

If the Customer does not accept the new prices, he must cancel the Contract in accordance with the terms provided for in the “Duration” article in order to prevent its tacit renewal.

The Customer is deemed to have accepted the new prices if he uses the Services after their entry into force.

10.5 Delays and defaults in payments

The Customer is informed and expressly accepts that any delay in payment of all or part of an amount due by its due date will automatically, without prior notice, result in the invoicing to GETWELCOM of late interest at the rate of 3 times the legal interest rate, based on the amount of all the amounts due by the Customer and a fixed compensation of 40 euros for collection costs.

In addition, in the absence of payment of an amount due by its due date within 15 calendar days following receipt by the Customer of a formal notice by registered letter with acknowledgement of receipt, which has remained without effect, GETWELCOM reserves the right to (i) suspend the Contract, (ii) to require the immediate payment of all amounts due by the Customer, and/or (iii) cancel the Contract, under the conditions provided for in the article “Resolution”.

Article 11 - Proof agreement

The Customer acknowledges and expressly accepts:

i. that the data collected on the Solution and GETWELCOM's computer equipment are evidence of the reality of the operations carried out hereunder,

ii. that these data are the main form of proof accepted between the Parties, in particular for the calculation of the amounts due to GETWELCOM.

Article 12 - Intellectual property

The Agreement does not affect the pre-existing intellectual property rights of each of the Parties in any way.

12.1 Customer intellectual property

The systems, software, structures, infrastructures, databases and content of any kind used by the Customer in the context of its activity and communicated to GETWELCOM in order to carry out the Services are protected by all intellectual property rights or rights of database producers in force.

GETWELCOM only benefits hereunder from a license of use on the elements to which it could have had access or which will be sent to it by the Customer, for the duration of the Contract and for the sole purpose of executing it.

The Customer may also produce testimonies concerning his use of the Services. Therefore, the Customer agrees that GETWELCOM may:

• disseminate the testimonies free of charge on the Solution and on any other French or foreign websites, published by all companies with which GETWELCOM has agreements, by any means and on any medium, in order to promote the Solution and the Services,
• translate testimonies into all languages,
• modify (in particular the framing, format and colors) and/or adapt the testimonies (in particular to the technical constraints of the Solution (alterations or degradations in their quality).

12.2 Intellectual property of GETWELCOM

The Customer expressly acknowledges that this Agreement does not grant him any intellectual property rights to the Solution, which remains the exclusive property of GETWELCOM.

The Customer only has a license to use the Solution under the conditions defined in this Agreement.

Consequently, all disassembling, decompiling, decrypting, decrypting, extractions, extractions, extractions, re-uses, copies and more generally all acts of reproduction, representation, distribution and use of any of the elements composing the Solution, in whole or in part, without the authorization of GETWELCOM, without the authorization of GETWELCOM, are strictly prohibited and may be subject to legal proceedings.

Article 13 - Personal data

13.1 General provisions

The purpose of this clause is to define the conditions under which GETWELCOM undertakes, on behalf of the Customer, the processing of personal data described below.

GETWELCOM and the Customer undertake, each as far as they are concerned, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (EU regulation 2016/679 of the European Parliament and of the Council of April 27, 2016) and with the Data Protection Act of April 27, 2016) and with the Data Protection Act of 6 January 1978 in its latest version in force (together the “Applicable Regulations”).

13.2 Description of the outsourced treatment

As part of the Services, GETWELCOM is required to process personal data in the name and on behalf of the Customer as a subcontractor, while the Customer acts as a data controller within the meaning of the Applicable Regulations. The characteristics of the treatments are described in Appendix 2 of the Contract.

13.3 Obligations of GETWELCOM towards the Customer

• Data processing:

GETWELCOM undertakes to process personal data only for the purposes listed in Annex 2 and in accordance with the Customer's documented instructions, including with regard to the transfer of data outside the European Union. GETWELCOM undertakes to inform the Customer if, in its opinion, an instruction constitutes a violation of the Applicable Regulations. In addition, if GETWELCOM is required to transfer data to a third country or to an international organization, under the law applicable to the Contract, it must inform the Customer of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest.

• Data security and confidentiality:

GETWELCOM is committed to implementing appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. GETWELCOM also ensures that persons authorized to process personal data are subject to the obligation to maintain their confidentiality.

• Other subcontractors:

GETWELCOM is authorized to use the subcontractors (the “Subcontractor”) listed in Appendix 2 of the Contract to carry out specific processing activities. In the event of a change in the list of authorized Subcontractors, GETWELCOM will inform the Customer in advance and in writing. This information should clearly indicate the subcontracted processing activities, the identity and the contact details of the subsequent Subcontractor. The Customer has a period of 15 days from the date of receipt of this information to present legitimate and reasoned objections. In the absence of notifications of objections after this period, the Customer will be deemed to have accepted recourse to the subsequent Subcontractor. In the event of persistent objections from the Customer, the Parties will meet in good faith and make their best efforts to discuss a resolution. GETWELCOM may choose to (i) not use the Subcontractor or (ii) to take the corrective measures requested by the Customer in the context of the objections raised and to use the Subcontractor thereafter. If none of the options is reasonably possible, and if GETWELCOM cannot use for legitimate reasons another subcontractor for the envisaged processing, either Party may terminate this Agreement with a notice of 30 days.

The Subcontractor is required to comply with the obligations of this Agreement on behalf of and according to the instructions of the Customer. It is the responsibility of GETWELCOM to ensure that the Subcontractor provides the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulations. If the Subcontractor does not fulfill its data protection obligations, GETWELCOM remains fully responsible to the Customer for the performance by the Subcontractor of its obligations.

• Transfer of personal data outside the European Union:

GETWELCOM is authorized to transfer the personal data processed under this Agreement to countries located outside the European Union, subject to the establishment of appropriate guarantees as defined in Chapter V of the above regulation.

• Assistance and Information Supply:

GETWELCOM undertakes to assist the Customer and respond as soon as possible to any request for information sent to it by the Customer, whether as part of a request to exercise their rights by the persons concerned, an impact assessment, or a request presented by the data protection authorities or the Customer's data protection officer.

• Notification of personal data breaches:

GETWELCOM undertakes to notify the Customer as soon as possible after becoming aware of any personal data breach and to provide him with any useful information and documentation relating to this violation.

• Data output:

GETWELCOM undertakes, at its choice, to delete personal data at the expiration of the Contract or to return them to the Customer and not to keep a copy, unless required by the Applicable Regulations.

• Documentation:

GETWELCOM provides the Customer, upon request, with all the information and documents necessary to demonstrate compliance with its obligations and to allow audits to be carried out. The Customer thus has the possibility of carrying out audits once a year and at its own expense in order to verify GETWELCOM's compliance with the obligations provided for in this article. The Customer will inform GETWELCOM of the holding of the audit with a minimum of 2 weeks notice. GETWELCOM reserves the right to refuse the identity of the selected auditor if he belongs to a competing company. The audit must be carried out during GETWELCOM's working hours and in such a way as to disturb its activity as little as possible. The audit may therefore not in any way affect (i) the technical and organizational security measures deployed by GETWELCOM, (ii) the security and confidentiality of the data of other GETWELCOM customers, or (iii) the proper functioning and organization of GETWELCOM's production. As far as possible, the Parties will agree on the scope of the audit in advance. The audit report will be sent to GETWELCOM in order to allow the latter to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered confidential information.

13.4 Obligations of the Customer vis-à-vis GETWELCOM

The Customer undertakes to:

1. provide GETWELCOM with the personal data referred to in Annex 2, excluding any irrelevant, disproportionate or unnecessary personal data, and excluding any “particular” data within the meaning of the Applicable Regulations, unless the treatments justify it, it is up to the Customer to establish these justifications and to take all measures, in particular prior information, consent collection and security, appropriate for such particular data;
2. collect under its responsibility, in a lawful, loyal and transparent manner, the personal data provided to GETWELCOM, for the execution of its services, and in particular, to ensure the legal basis for this collection and the information due to the persons concerned;
3. keep a register of treatments and, more generally, respect the principles resulting from the applicable Regulations;
4. ensure, in advance and throughout the duration of the treatment, compliance with the obligations provided for by the applicable Regulations.

Article 14 - Advertising — links and third party sites

GETWELCOM may publish on the Solution any advertising or promotional messages, in particular by sending them to third party platforms.

The Customer acknowledges in this respect that GETWELCOM may be required to integrate into the Interface a page referring to third party sites offering End Customers activities around the Customer's hotel. The Customer may freely remove this feature from the Back Office.

GETWELCOM can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the Customer or the End Customer would access through the Solution, nor for the availability of the content, products and/or services of these platforms.

GETWELCOM does not assume any responsibility for the content, advertising, products and/or services available on such third party sites and mobile applications which are recalled that they are governed by their own terms of use.

GETWELCOM is not responsible for transactions between the Customer or the End Customer and any professional advertiser or merchant (including any partners) to which the Customer or the End Customer would be oriented through the Solution and cannot under any circumstances be a party to any disputes whatsoever with these third parties concerning in particular the delivery of products and/or services, guarantees, declarations and any other obligations to which these third parties are bound.

Article 15 - Transfer - subcontracting

This Agreement is deemed to have been concluded in consideration of the person of the Parties and therefore, the Parties will not delegate or assign any of the rights under this Agreement, or entrust to a third party the performance of all or part of their obligations, without the prior written consent of the other Party.

As an exception to the above, GETWELCOM reserves the right to use subcontractors in order to provide the Services. In this case, GETWELCOM will notify the Customer and undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under this Contract. GETWELCOM will in any event remain solely responsible for the proper execution of the Services with respect to the Customer.

The Parties acknowledge and expressly accept that, in the event that these subcontractors are required to process personal data, the provisions of the “Personal Data” article will apply.

Article 16 - Commercial references

The Parties expressly and mutually authorize each other to use their respective names, brands and logos as well as references from their websites, as commercial references, on any medium and in any form whatsoever, during the duration of the Contract and a period of 3 years under the terms of the Contract.

Article 17 - Confidentiality

Each Party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, industrial, strategic, technical or financial nature relating to or held by the other Party that it may have become aware of during the conclusion and execution of this Contract and not to disclose them without the prior written consent of the other Party.

This obligation does not extend to documents and information:

1. which the receiving Party was already aware of;
2. already public at the time of their communication or which would become public without violating this Agreement;
3. that would have been lawfully received from a third party;
4. whose communication would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a Party under this Contract.

This obligation of confidentiality extends to all employees, collaborators, interns, interns, managers and agents of the Parties as well as to their affiliated and co-contracting councils, to whom confidential documents or information may only be transmitted if they are bound by the same obligation of confidentiality as that provided for herein.

It will continue to produce its effects for 5 years following the end of the relationship between the Parties.

Article 18 - Social regulations

GETWELCOM must provide the Customer, at the Customer's request and as often as necessary, until the end of the execution of this Contract, with the following documents:

• a document attesting to the registration of the company dated less than 3 months (identification card in case of registration in the register of trades, K or K bis extract in case of registration with the RCS),
• an up-to-date vigilance certificate attesting to the provision of social declarations from the social protection organization responsible for collecting social contributions and contributions.

Article 19 - Prohibition of poaching

The Customer is prohibited from soliciting or engaging, directly or indirectly, any collaborator, employee, intern, agent or freelancer of GETWELCOM.

This prohibition applies for the duration of the Contract and for a period of one year following the effective date of the end of the Contract, regardless of the cause.

Article 20 - Resolution

20.1 Resolution for breach

In the event of a breach by one of the Parties of any of its obligations under the Contract, it will be automatically resolved 15 days after receipt by the defaulting Party of a formal notice, which has remained ineffective, or if the breach cannot be remedied, by registered letter with acknowledgement of receipt, by registered letter with acknowledgement of receipt, stating the intention to apply this clause, without prejudice to any damages that may be claimed from the Party. failing.

20.2 Effects of the end of the Contract

At the end of the Contract, for any reason whatsoever, the Customer must immediately cease all use of the Solution and provide GETWELCOM with all programs and documents relating to it.

The end of the Contract does not affect the provisions of this Agreement which are intended to last longer, and in particular the articles “Intellectual Property”, “Confidentiality”, “Commercial References”, “Prohibition of Poaching” and this article.

In the event of termination of the Contract, regardless of the cause, GETWELCOM undertakes to return to the Customer all the data that the End Customers have produced, entered and exchanged via the Solution, in a standard format that can be read easily in an equivalent environment.

On request, GETWELCOM may revert these data in order to allow the Customer, or any service provider of their choice, to resume the services which are the subject of these terms and conditions under normal operating conditions ensuring the continuity of these services, on the system that the Customer has selected.

All services related to reversibility will be the subject of a quotation from GETWELCOM.

GETWELCOM undertakes to perform the services concerned within the period of 3 months following the acceptance of the above quotation by the Customer.

The Customer undertakes to collaborate actively with GETWELCOM in order to facilitate the recovery of data and information.

It is understood by an express agreement between the Parties that GETWELCOM will be relieved of its obligation to provide the reversibility services referred to above as long as the Customer has not paid all the invoices issued by GETWELCOM in connection with the execution of these terms and conditions.

GETWELCOM undertakes to respond to any request for assistance from the Customer or the service provider he has chosen within the month following the end of this Contract.

GETWELCOM also undertakes to destroy said data and information and not to keep copies.

Article 21 - Force majeure

In accordance with the provisions of article 1218 of the Civil Code, no Party may be held liable for a failure to perform its contractual obligations if this defect is due to an event, independent of the will of the Parties and constituting force majeure.

By force majeure, we mean the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the Parties usually recognized by French law and courts. These include: strikes, terrorist activities, riots, insurrections, wars, government actions, natural disasters or defects attributable to a third party telecommunications provider.

The prevented Party must inform the other Party as soon as possible, indicating the nature of the case of force majeure. The Parties will work together to determine the most appropriate means to mitigate, if possible, the consequences of the event (s) constituting force majeure.

If the case of force majeure persists for more than one month, each Party may terminate the Contract, by operation of law, without judicial formality, without notice and without the right to compensation of any kind whatsoever, by any written means having immediate effect.

If, as a result of a case of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the performance of the obligations that are not affected by the case of force majeure as well as for its payment obligations.

As soon as the case of force majeure ceases, the prevented Party must immediately inform the other Party and resume the performance of the affected obligations within a reasonable time.

Article 22 - Relations between the Parties

It is expressly agreed that neither of the Parties may rely on the provisions of the Contract to claim, in any way, the capacity of agent, representative or employee of the other Party, nor bind the other Party to third parties, beyond the Services provided for by the provisions hereof.

Under these terms, there is no particular legal structure between the Parties, each maintaining its full autonomy, its responsibilities and its own clientele.

Article 23 - Contract autonomy, divisibility and modifications

The Contract represents all the commitments existing between the Parties. It supersedes and cancels any previous oral or written commitments relating to the subject matter of this Agreement.

The nullity or unenforceability of any of the provisions of this Agreement will not invalidate the other provisions which will maintain their force and scope. The Parties will then come together to adopt in good faith the necessary amendments so that each of them is in an economic situation comparable to that which would have resulted from the application of the invalid clause.

Any modification or amendment to this Agreement must be subject to a written agreement between the Parties.

Article 24 - Non-renunciation

The absence or renunciation by a Party to exercise or assert any right conferred on it by the Contract may in no way be assimilated to a renunciation of this right for the future, such renunciation only having effect in respect of the event in question.

Article 25 - Electronic signature

It is understood between the Parties that the Contract may be signed by any electronic means, the Parties recognizing the reliability of the process thus conferring on it the same legal value as a handwritten signature within the meaning of the law.

Article 26 - Applicable law and jurisdiction

The Contract is subject to French law and will be governed and interpreted according to this law.

In the event of a dispute between the Parties concerning its validity, interpretation or execution, the Parties will endeavour to resolve their dispute amicably. In the absence of agreement within one month following the first notification by any written means sent by one Party to the other concerning the dispute in question, it will be subject to the exclusive jurisdiction of the courts of Paris (France), including in the event of multiple defendants and warranty claims.