Terms of Service

This service, accessible at app.xenia.khelys.dev (the "Service" or the "Platform") and presented at xenia.khelys.dev, is published by:

TALARIA, a société par actions simplifiée à associé unique (SASU — simplified joint-stock company with a sole shareholder) with a share capital of EUR 1,000, registered with the Paris Trade and Companies Register (R.C.S. Paris) under number 105 647 119, SIRET 10564711900012, having its registered office at 1 rue de Chazelles, 75017 Paris, France, represented by Hermès Coutureau, President, duly authorised (the "Provider").

Intra-EU VAT number: FR77105647119.

The Service is hosted by Vercel Inc. (440 N Barranca Ave #4133, Covina, CA 91723, USA) and Supabase (database infrastructure, EU region). Publication director: Hermès Coutureau. Customer support may be contacted by email at hermes@khelys.dev.

The purpose of these GTS is to define and govern the contractual relationship between the Provider and any hospitality professional (the "Customer") subscribing to the Services. Subscription is conditional upon prior, unreserved acceptance of these GTS, evidenced by the signature of an Order Form. The GTS apply subject to the specific terms set out in the Order Form, which prevails in the event of any conflict regarding scope, price and term. They apply notwithstanding any general terms of purchase emanating from the Customer.

The XENIA Service is a SaaS platform of artificial-intelligence copilots for hoteliers, offered, for each property, under one of the following two offers:

• Starter (Echo) — reputation copilot: aggregation and analysis of guest reviews (online reputation, scores, alerts, draft replies, and the related reports and emails);
• Pro (Echo + Horizon) — the Echo offer, supplemented by the Horizon revenue copilot (monitoring of bookings, occupancy, forecasts, channel economics, comp-set). The Echo + Horizon offer requires the property to use a property management system (PMS) supported by the Service; failing that, only the Echo offer may be subscribed.

Depending on the Order Form, these may be supplemented by the monitoring of outlets (spa, bar, restaurant or any venue tracked separately in Echo, without Horizon) and by multi-hotel access under a group account.

The offer, size tier and price of each property, the outlets and the connected sources are defined in the Order Form. The Provider may develop the features of the Service as part of its continuous improvement.

Access to the Service presupposes that the Customer has full legal capacity, acts for strictly professional purposes, and has an internet connection. User accounts are created for the staff members designated by the Customer (roles: owner, director, manager). The Customer warrants the accuracy of the information provided and undertakes to keep its credentials confidential. It informs the Provider without delay of any unauthorised use.

The Customer is solely responsible for the use of the Service by its users and for the management of their access rights.

Subscription to the Service is effected by the signature of an Order Form specifying: the Customer's identity, the properties subscribed (for each: offer, size tier and price), the outlets, the commitment chosen, the set-up fees, the term and the go-live date. Signature of the Order Form constitutes acceptance of these GTS and of the annexed DPA.

Three commitments are offered:

• Monthly — subscription with no minimum term, invoiced every month;
• Annual — commitment of twelve (12) months, invoiced yearly in advance, in consideration of a reduced rate;
• Three-year — commitment of thirty-six (36) months, invoiced yearly in advance, in consideration of an additional reduction on the Annual rate and of a price freeze for the entire commitment period (Article 6).

Whatever the commitment, set-up fees are due for each subscription, according to the format set out in the Order Form; they are never waived.

Size tier. The price of each property depends on its size tier, determined by the number of sellable rooms declared by the Customer in the Order Form. The Customer warrants the accuracy of that declaration and informs the Provider of any change.

Group contract. Where at least five (5) properties are subscribed under a single contract, the Order Form may provide for a group rate (discount on the Annual rate, roll-out in waves, pilot), under the conditions it sets out. The group rate requires an Annual or Three-year commitment.

The Provider confirms the subscription electronically. The Customer agrees to receive its invoices electronically.

The Services are provided at the rate set out in the Order Form, expressed in euros excluding tax (excl. VAT).

Invoicing. Service performed on a continuous basis — payment at regular intervals, in advance:

• Monthly commitment: the subscription is invoiced and payable every month, in advance;
• Annual and Three-year commitments: the subscription is invoiced and payable for twelve (12) months, in advance, on the go-live date and then on each anniversary date.

The set-up fees are invoiced upon signature of the Order Form, on an invoice separate from the subscription, and are payable within fourteen (14) days of the invoice. They remunerate services performed at the outset and are non-refundable, save in the event of an uncured material breach by the Provider under the conditions of Article 15.

Anniversary date. "Anniversary date" means each anniversary of the go-live date of the contract or, for a group contract, of the go-live date of the first wave.

Addition of a property or outlet during the contract. Any property or outlet added during the contract, by amendment or supplementary Order Form, is invoiced pro rata temporis for the current period (the month for the Monthly commitment; the period remaining until the next anniversary date for the Annual and Three-year commitments), and thereafter follows the invoicing cycle and the term of the contract to which it is attached. Within a group contract, it benefits from the discount tier applicable to that contract.

Upgrade from Echo to Echo + Horizon. It takes effect upon connection of the property's PMS; the price difference is invoiced pro rata temporis for the current period. PMS connection is then included, with no additional set-up fees.

Change of size tier. Where the number of sellable rooms of a property changes its size tier, the price corresponding to the new tier applies as from the following anniversary date. The Provider may request from the Customer any reasonable evidence of the number of sellable rooms.

Outlets — fair use. The price of an outlet covers a fair use of three hundred (300) reviews per month per outlet. Beyond that volume, the Provider offers the Customer a rate on quotation; failing agreement within thirty (30) days, the Provider may limit the collection of reviews for the outlet concerned to that volume.

Annual price revision (indexation). The Provider may revise the price on each anniversary date, up to a maximum increase of five per cent (5%) over the price of the elapsed period. The revision is notified to the Customer in writing (email) at least sixty (60) days before the anniversary date, and the Provider substantiates its amount upon the Customer's request. A Customer that refuses the revision may terminate the contract with effect on the anniversary date, without indemnity, by notice given before that date. Failing this, the revised price applies. By way of exception, the price of a Three-year commitment is frozen for the entire thirty-six (36)-month commitment period and is not subject to any revision; revision applies again to renewal periods. Outside this mechanism, the price is firm during the current contractual period. Any change in VAT is passed on automatically.

Payment term. Each invoice is payable on receipt. In any event, the payment term may not exceed the ceilings set out in Article L.441-10 of the French Commercial Code (i.e., at the option of the parties, 30 days following provision, or an agreed term not exceeding 60 days from the invoice issue date or 45 days end of month).

Late payment. In the event of non-payment on the due date, the Provider may, without prejudice to its other rights and without any compensation owed to the Customer:

• apply, automatically and without prior formal notice, late-payment penalties calculated at the rate provided for in Article L.441-10 of the French Commercial Code (ECB key rate plus 10 percentage points), due from the first day of delay;
• demand the fixed indemnity for recovery costs of forty (40) euros per overdue invoice (Article L.441-10 II of the French Commercial Code, the amount being set by Article D.441-5), without prejudice to additional compensation upon supporting evidence where the costs actually incurred exceed that amount;
• demand immediate payment of all sums due under the contract, which become payable automatically;
• suspend access to the Service upon expiry of a period of fifteen (15) days following a formal notice that has remained without effect.

Annual and Three-year commitments — early termination. The Annual and Three-year commitments entail a firm commitment of duration, in consideration of the price reductions granted (and, for the Three-year commitment, of the price freeze). In the event of termination by the Customer before the end of the commitment period for a reason other than an uncured material breach by the Provider under the conditions of Article 15, or than an exit expressly provided for in the Order Form (pilot) or in this Article (refusal of the annual revision):

• the amounts invoiced in advance for the current year remain vested in the Provider; and
• for the Three-year commitment, the Customer owes, by way of an early termination indemnity, an amount equal to the yearly instalments remaining to run until the end of the commitment period, it being specified that this indemnity takes into account the costs avoided by the Provider as a result of early cessation and may not exceed compensation for the loss actually suffered.

In the event of termination for an uncured material breach by the Provider, the Provider refunds to the Customer the portion of the subscription paid in advance that relates to the period following the effective date of termination.

Invoices are issued electronically by the Provider through its invoicing solution (at the date hereof, Pennylane). The subscription is paid by SEPA Direct Debit, under a mandate that the Customer authorises online with the Provider's payment service provider (at the date hereof, GoCardless SAS, a payment institution authorised by the French Autorité de contrôle prudentiel et de résolution). For the Annual and Three-year commitments, the yearly subscription payable in advance is settled, as set out in the Order Form, by SEPA Direct Debit or by bank transfer to the account stated on the invoice. Set-up fees are payable by bank transfer to the account stated on the invoice. Where the Customer cannot use SEPA Direct Debit, the Order Form may provide for payment by card or by international bank transfer. The Provider may change its invoicing or payment service provider upon prior notice to the Customer; where such change requires a new mandate, the Customer undertakes to authorise it within fifteen (15) days of the request. Any such change has no effect on the amounts due. The Customer warrants that it holds the necessary authorisations over the bank account provided and undertakes to keep the mandate active for the term of the subscription.

The Provider is bound by an obligation of means (best-efforts obligation). It implements reasonable diligence to provide the Service and endeavours to ensure access 24/7, without any guarantee of uninterrupted access (maintenance, force majeure, third-party failure, networks). Scheduled interruptions are, as far as possible, announced in advance. The Provider may modify the Service for technical or improvement reasons.

No quantified service level (SLA) is guaranteed, unless expressly stipulated otherwise in the Order Form.

The Customer undertakes to use the Service fairly and in accordance with the law. It warrants the accuracy of the data it transmits, distributes no unlawful content, and reports any malfunction or abnormal use without delay. It ensures compliance with its own legal obligations (in particular the GDPR in its capacity as data controller, see Article 13 and the DPA).

Ownership. The Customer remains the sole owner of the data it transmits or that is collected on its behalf via the Service (reviews, booking data, configurations). The Provider holds only such rights over that data as are necessary to provide the Service, in accordance with the DPA (GDPR annex).

Reversibility. Upon termination of the contract, for any reason whatsoever, the Provider makes available to the Customer, for a period of thirty (30) days from termination, an export of its data in a structured, commonly used and machine-readable format. At the end of that period, and in accordance with Article 8 of the DPA, the Provider proceeds, at the Customer's choice, to return and/or permanently delete the data and its copies, save for any statutory retention obligation.

The Provider is the sole holder of all intellectual property rights relating to the Service, the Platform, its software, trademarks, interfaces, analyses, proprietary scores and databases. The Customer benefits from a personal, non-exclusive, non-transferable right of use of the Service for the term of the subscription, to the exclusion of any reproduction, extraction, resale or unauthorised exploitation. The use of robots, scrapers or extraction tools on the Platform is prohibited. The Customer's own data remains its property (Article 10).

The Provider is bound by an obligation of means (best-efforts obligation). Its liability cannot be engaged in the event of force majeure, an act of the Customer (erroneous, incomplete data or inaccurate configuration), an act of a third party, constraints inherent to internet networks, or temporary unavailability of the Service.

Artificial-intelligence decision support. The analyses, scores, forecasts, suggested replies and reports produced by the AI copilots (Echo, Horizon) constitute decision support based on automated and probabilistic processing. They may contain inaccuracies, approximations or errors and constitute neither advice, nor a guarantee of results, nor a binding recommendation. The Customer remains the sole decision-maker in respect of its operational, commercial and pricing actions, and retains full responsibility for the decisions it takes, including where they rely on the outputs of the Service.

Exclusion of indirect damages. The Provider is in no event liable for indirect damages, in particular loss of operations, loss of revenue, loss of profit, loss of clientele, loss or corruption of data attributable to the Customer or a third party, and reputational harm.

Liability cap. In any event, and except where prohibited by law, the Provider's total and aggregate liability, on all grounds combined, is capped at the total amount excluding VAT actually received from the Customer during the twelve (12) months preceding the event giving rise to liability. In respect of the first year, this cap may not be lower than the amount of the annual subscription (twelve monthly instalments at the applicable rate).

Statutory reservations. The limitations and exclusions above do not apply in the event of wilful misconduct (dol) or gross negligence (faute lourde) of the Provider, of bodily injury, or in cases where liability cannot legally be limited. Nor do they cover the Provider's obligations under the DPA (GDPR), which are governed by Article 82 of the GDPR.

Limitation of actions. Any action in liability against the Provider is time-barred upon the expiry of a period of one (1) year following the Customer's becoming aware of the harmful event.

In the course of the Service, the Provider processes personal data on behalf of the Customer (named reviews, booking data). The Customer acts as data controller and the Provider as processor within the meaning of Article 28 of the GDPR. The terms of this processing are governed by the Data Processing Agreement (DPA) annexed hereto, which the Customer accepts by signing the Order Form.

For the processing for which the Provider is itself the controller (account management, billing), see the Privacy Policy.

Each party maintains the strict confidentiality of the other party's confidential information, for the term of the contract and two (2) years after its end.

The GTS are entered into for the term set out in the Order Form, according to the commitment chosen:

• Monthly: initial term of one (1) month, tacitly renewed for successive monthly periods, terminable by either party with one (1) month's notice before the end of the current period;
• Annual: firm term of twelve (12) months, then tacit renewal for successive periods of twelve (12) months, unless terminated by either party by notice given at least one (1) month before the anniversary date;
• Three-year: firm term of thirty-six (36) months, then tacit renewal for successive periods of twelve (12) months on the terms of the Annual commitment then in force, unless terminated by either party by notice given at least one (1) month before expiry.

Early termination of an Annual or Three-year commitment is governed by Article 6. Where the Order Form provides for a pilot, the Customer may terminate the pilot properties under the conditions and within the time limits it sets out, without indemnity.

Prior Order Forms. Order Forms signed under a prior version hereof referring to the "Flex" plan are governed by the provisions applicable to the Monthly commitment, subject to their specific provisions (in particular as to notice), which prevail; those referring to the "Commit" plan remain governed by the version of the GTS in force on the date of their signature.

The Provider may suspend access in the event of a breach by the Customer (in particular non-payment). Either party may terminate automatically in the event of force majeure or an uncured material breach by the other party not remedied within fifteen (15) days of a formal notice. Reversibility (Article 10) applies at the end of the contract.

The Provider's computerised records constitute evidence of the parties' communications and actions. Notices are validly given by email (except termination: registered letter with acknowledgement of receipt, or delivery against receipt). The nullity of a clause does not affect the others. Tolerance does not constitute a waiver.

The Provider may amend the GTS. Substantial amendments are notified by email and, where applicable, subject to acceptance. The version in force is always available at xenia.khelys.dev/terms.

18.1 Governing law. These GTS, the Order Form and the DPA, as well as any dispute relating to their formation, validity, interpretation, performance or termination, are governed by French law, to the exclusion of its conflict-of-laws rules and of the Vienna Convention on the International Sale of Goods.

18.2 Prevailing language. The contractual set is established in the English language, which prevails. Any French-language version, or version in any other language, is provided as a courtesy; in the event of any discrepancy of interpretation, the English version prevails.

18.3 Amicable settlement. The parties endeavour to resolve any dispute amicably. Failing an amicable settlement within one (1) month of the written notification of the dispute by either party, the dispute is brought before the competent court designated below.

18.4 Jurisdiction — default. Save as otherwise stipulated in the Order Form (see 18.5), any dispute falls within the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris), including in the event of multiple defendants, third-party claims or urgent proceedings.

18.5 Arbitration option (international customers). For Customers of international scope, the Order Form may provide, by express stipulation, that any dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with those Rules. Seat of arbitration: Paris. Language: English. Governing law: French law. This option, where selected in the Order Form, replaces the jurisdiction of the Paris Commercial Court (18.4); absent an express stipulation in the Order Form, clause 18.4 applies.