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, comprising in particular:

• Echo — aggregation and analysis of guest reviews (online reputation, CSAT, alerts);
• Horizon — monitoring of bookings, occupancy and forecasts;
• periodic reports and an AI-assisted daily briefing;
• multi-hotel access under a group account, according to the scope subscribed in the Order Form.

The exact scope of the modules, the number of hotels 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 scope (modules, number of hotels), the plan chosen, the price, the term and the go-live date. Signature of the Order Form constitutes acceptance of these GTS and of the annexed DPA.

Two plans are offered:

• Flex — monthly subscription with no minimum term; set-up fees due upon subscription;
• Commit — firm commitment of thirty-six (36) months; set-up fees waived.

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). Performed on a continuous basis, the subscription is invoiced and payable monthly in advance. The set-up fees (Flex plan) are payable in full upon signature of the Order Form.

Scope changes (addition/removal of hotels) are taken into account on the following invoice, on a pro-rata basis where applicable.

Price revision. The rate is firm during the current contractual period. Any change to the rate takes effect for the following period; failing termination by the Customer before that effective date (Flex plan), the new rate applies. 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 notice period following a formal notice that has remained without effect.

Commit plan — early termination. The Commit plan entails a firm commitment of duration in consideration of the waiver of set-up fees and the rate granted. In the event of termination by the Customer before the end of the thirty-six (36)-month term for a reason other than an uncured material breach by the Provider (Article 15), the Customer owes, by way of an early termination indemnity: the amount of the set-up fees that had been granted free of charge under the Commit plan; and an indemnity equal to the monthly 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.

Payment is made by SEPA direct debit (direct debit mandate signed by the Customer), via the payment provider Stripe. Set-up fees may be paid by SEPA direct debit or by bank transfer. 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:

• Flex: initial term of one (1) month, tacitly renewed, terminable by either party with notice before the end of the current period;
• Commit: firm term of thirty-six (36) months, then tacit renewal for successive periods of twelve (12) months (see Article 6 for early termination).

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.