Terms of sale

These general terms and conditions of sale (hereinafter the "Terms of Sale") govern the provision, by Carl-Marie Miniconi, sole trader (EI) trading under the MUVIA brand, registered with the Ajaccio Trade and Companies Register (RCS) under number 980 224 471, whose address is Piscia Rossa, San Giovanni, 20167 Appietto, France, and who can be reached at contact@muvia-solutions.fr (hereinafter "MUVIA"), of the services described in Article 4 to the customer who subscribes to them (hereinafter the "Customer").

The Services are intended exclusively for professionals, i.e. natural or legal persons who operate tourist accommodation or a related activity and act for purposes within the scope of their commercial, industrial, craft, professional or agricultural activity. By subscribing, the Customer declares that it is acting in this capacity.

The Terms of Sale constitute the sole basis for commercial negotiation within the meaning of Article L. 441-1 of the French Commercial Code. They are accepted by the Customer when creating its account, by ticking a box, and prevail over any document issued by the Customer, in particular its own purchasing terms, unless otherwise agreed in writing by MUVIA.

• "Services": the conversational assistant, the digital welcome book and the associated features, provided online by MUVIA at app.muvia-solutions.fr;

• "Customer Area": the Customer's administration interface, accessible with its login credentials;

• "Account Holder": the person who created the Customer's account and who alone can subscribe to, change or terminate the subscription;

• "Team Members": the people the Account Holder invites to use the Customer Area;

• "Guests": the current or future customers of the Customer who view its welcome book or interact with its conversational assistant;

• "Content": the information, texts, images, documents and settings that the Customer or Team Members upload to the Services;

• "Subscription": the contract by which the Customer accesses one of the plans described in Article 4, for the term provided in Article 10.

The contract is made up of the following documents, listed in decreasing order of priority in the event of conflict:

• the signed quotation or purchase order, for the custom plan;

• the personal data processing agreement annexed to the Terms of Sale (hereinafter the "Data Processing Agreement"), as regards the protection of Guests' data;

• the Terms of Sale;

• the general terms of use of the Services (hereinafter the "Terms of Use").

MUVIA's privacy policy, which describes the data processing it carries out on its own behalf, is brought to the Customer's attention for information purposes.

The Services enable the Customer to create, publish and manage a conversational assistant, which can be embedded on its website and answers Guests' questions from the information it has provided, as well as a digital welcome book that Guests can view on their phone, without an app. They also include a dashboard showing conversations and usage statistics.

Two plans are offered, each corresponding to one property:

A custom plan, intended in particular for customers operating several properties, may be concluded on the basis of a quotation; its content, price and payment terms are set out in the quotation or purchase order.

MUVIA may change the features of the Services, in particular to improve them or adapt them to technical or regulatory developments, provided that it does not substantially reduce the essential elements of the subscribed plan.

Every new account benefits from a free trial of seven (7) days, giving access to the features of the Premium plan. The trial requires no means of payment and is not automatically converted into a paid subscription. The Account Holder is notified by email two (2) days before it ends.

At the end of the trial, and in the absence of a subscription, access to the creation and publication features is suspended, the assistant stops answering and the welcome book can no longer be viewed. The Content is kept and becomes accessible again as soon as a plan is subscribed to. What happens to it in the absence of a subscription is governed by Article 22.

The Account Holder subscribes to the plan and option of its choice from the Customer Area. Payment is made on a secure page of the payment provider Stripe. The contract is formed when Stripe confirms the payment; MUVIA sends confirmation to the Account Holder by email.

The custom plan is concluded by signing a quotation or purchase order.

Prices, expressed in euros per month, are as follows:

VAT not applicable, article 293 B of the French General Tax Code. If MUVIA becomes liable for value added tax, it is added to the prices excluding tax at the applicable rate, from the date on which it becomes due; the Customer is informed in advance.

Discounts granted by means of a promotional code apply under the conditions specific to that code, entered at payment.

MUVIA may change its prices. Any change is notified to the Customer at least thirty (30) days before it takes effect. It does not apply during a current commitment period. A Customer without commitment who refuses it may terminate its Subscription before it takes effect, under the conditions of Article 12.

The Subscription is payable monthly in advance, by bank card, through an automatic debit made each month on the anniversary date of the subscription. Card data is collected and stored by Stripe; it does not pass through MUVIA.

Each payment gives rise to an invoice, sent by email and available in the Customer Area. The Customer agrees to receive its invoices electronically.

For the custom plan, invoices are payable according to the terms of the quotation or, failing that, within thirty (30) days of their date of issue.

No discount is granted for early payment.

If a debit fails, the Account Holder is notified by email and invited to update its means of payment. Further debit attempts are made over several days; the Services remain accessible during this period.

If payment is not made at the end of these attempts, the Subscription is terminated automatically and access to the Services is suspended under the conditions of Article 22. Where the Subscription was taken out with a commitment, the monthly instalments remaining until the end of the commitment period become immediately due.

Any sum not paid when due automatically bears, without any reminder being necessary, late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, as well as a fixed indemnity for recovery costs of forty (40) euros, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code. Additional compensation may be claimed, on presentation of evidence, where the recovery costs incurred exceed this amount.

10.1 Subscription without commitment

The Subscription without commitment is concluded for a period of one month from the subscription. It is tacitly renewed for successive periods of one month until it is terminated.

10.2 Subscription with a twelve-month commitment

The Subscription with commitment is concluded for a fixed term of twelve (12) months from the subscription, in return for the reduced price provided for in Article 7. It is paid monthly. During this period, it may only be terminated by the Customer in the cases provided for in Article 12.3.

At the end of the commitment period, the Subscription continues without commitment, at the same monthly price, for successive periods of one month, and may be terminated at any time under the conditions of Article 12.1.

The Account Holder may at any time switch from the Standard plan to the Premium plan from the Customer Area. Any change of plan or option takes effect immediately; the price difference for the current period is calculated pro rata and added to the next invoice.

During a commitment period, only a switch from the Standard plan to the Premium plan with commitment is possible; it does not change the end date of the current commitment period.

Outside a commitment period, the Account Holder may also switch to a lower plan or change option. Switching to an option with commitment starts a new commitment period of twelve (12) months from the change. When switching to a lower plan, the features specific to the plan left are no longer accessible.

12.1 Subscription without commitment

The Account Holder may terminate the Subscription without commitment at any time from the Customer Area. Termination takes effect at the end of the current monthly period, until which the Services remain accessible. The current period, paid in advance, is not refunded.

12.2 Account deletion

Outside a commitment period, the Account Holder may delete its account from the Customer Area. Deletion results in the immediate termination of the Subscription and the permanent erasure of the Content and the account data; the current period is not refunded. It is the Customer's responsibility to export beforehand any data it wishes to keep.

During a commitment period, account deletion is not available from the Customer Area; the request is sent to contact@muvia-solutions.fr and handled within one month. It does not exempt the Customer from paying the monthly instalments remaining until the end of the commitment.

12.3 Early termination of a Subscription with commitment

Before the end of the commitment period, the Customer may only terminate the Subscription, without charge or penalty, in the following cases:

• serious breach by MUVIA of its obligations, not remedied within thirty (30) days of a formal notice sent in writing;

• objection by the Customer to a change of sub-processor, under the conditions of Article 8 of the Data Processing Agreement;

• refusal of an amendment to the Terms of Sale unfavourable to the Customer, under the conditions of Article 21;

• force majeure, under the conditions of Article 23.

MUVIA may suspend all or part of the Services, after informing the Customer, if the Customer breaches the Terms of Sale or the Terms of Use, in particular if manifestly illegal content is published. The suspension may be immediate where urgency or a legal obligation so requires; the Customer is then informed without delay, with the reasons for the decision.

In the event of a serious breach by the Customer, not remedied within fifteen (15) days of a formal notice sent by email, MUVIA may terminate the Subscription automatically. Where the Subscription was taken out with a commitment, the monthly instalments remaining until the end of the commitment period become immediately due.

Termination for payment default is governed by Article 9.

MUVIA undertakes to provide the Services diligently and in accordance with professional standards, under a best-efforts obligation. It hosts the Services and their data in the European Union and backs them up daily.

MUVIA endeavours to ensure continuous availability of the Services, without being able to guarantee it. The Services may be interrupted for maintenance operations, which MUVIA endeavours to carry out at off-peak times and to announce in advance when they are foreseeable.

Support is provided by email and through the messaging built into the Customer Area, on working days, from 9 am to 6 pm (Paris time). MUVIA endeavours to provide a first response within twenty-four (24) working hours for the Standard plan and two (2) working hours for the Premium plan. These times are targets, not guaranteed results.

The Customer undertakes to:

• provide accurate information when creating its account and subscribing, and keep it up to date;

• keep its login credentials and those of Team Members confidential, and be responsible for their use;

• use the Services in accordance with their intended purpose, the Terms of Use and applicable regulations;

• ensure the accuracy, lawfulness and up-to-dateness of the Content, in particular the practical information given to Guests (opening hours, prices, safety instructions, emergency numbers);

• comply with its obligations as controller towards Guests, under the conditions of the Data Processing Agreement.

The conversational assistant's answers are produced automatically by a language model, from the Content provided by the Customer. Despite the care taken in their design, they may be inaccurate, incomplete or unsuitable, in particular when the Content is incomplete, ambiguous or out of date.

The Customer remains solely responsible for the information it makes available to Guests. It is the Customer's responsibility to regularly check the assistant's answers, available in the dashboard, and to complete its Content accordingly. The assistant is not intended to handle emergencies, for which the Customer must give Guests the appropriate means of contact.

MUVIA cannot be held liable for an answer based on the Customer's Content. It remains liable, under the conditions of Article 18, for any defect in the Services attributable to it.

MUVIA is and remains the owner of all intellectual property rights in the Services, their software, structure, graphic elements and documentation. It grants the Customer, for the term of the Subscription, a personal, non-exclusive and non-transferable right to use the Services for the needs of its property or properties. Any other use, reproduction or decompilation is prohibited, subject to the exceptions provided by law.

The Customer remains the owner of the rights in its Content. It grants MUVIA, for the term of the Subscription and until the Content is deleted, the right to host, reproduce, adapt, translate, display and transmit it to its sub-processors, solely to the extent necessary to provide the Services.

The Customer warrants that it holds all necessary rights in the Content, in particular in the photographs, texts and trademarks it uploads, and that their use in the Services does not infringe any third-party rights. It indemnifies MUVIA against any claim in this respect.

MUVIA can only be held liable in the event of a proven fault attributable to it, and only for the direct and foreseeable damage resulting from it. It cannot be held liable for indirect damage, such as loss of turnover, bookings, customers, data not backed up by the Customer, or damage to reputation.

For all causes combined, MUVIA's liability under the contract is limited to the total amount actually paid by the Customer for the Subscription during the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply in the event of gross negligence or wilful misconduct, personal injury, or where the law prohibits their application. They are without prejudice to the rights that data subjects derive from Article 82 of Regulation (EU) 2016/679.

The Customer is responsible for the Content it publishes and for its use of the Services.

MUVIA processes the data of the Account Holder and Team Members as controller, under the conditions described in its privacy policy.

MUVIA processes Guests' data on behalf of the Customer, as processor, under the conditions of the Data Processing Agreement, which the Customer accepts at the same time as the Terms of Sale.

Each Party undertakes to keep confidential the non-public information of the other Party of which it becomes aware in connection with the contract, and to use it only for its performance, throughout its term and for three (3) years after it ends. This obligation does not apply to information that has entered the public domain through no fault of the receiving Party, nor to information whose disclosure is required by law or by an authority.

MUVIA may amend the Terms of Sale. The new version is notified to the Customer, by email or in the Customer Area, at least thirty (30) days before it takes effect, and applies to Subscriptions in progress on that date.

A Customer who refuses an amendment unfavourable to it may terminate its Subscription, without charge or penalty, including during a commitment period, by writing before the amendment takes effect. Termination then takes effect at the end of the current monthly period. Amendments imposed by law or by an authority apply within the time limits they provide.

At the end of the Subscription or the trial, for whatever reason, the assistant stops answering and the welcome book can no longer be viewed. The Content is not deleted: it remains available to the Account Holder in the Customer Area, read-only, allowing it to export it in a structured format or to delete its account. It is published again, without any further action, if a new subscription is taken out.

In the absence of a new subscription or of the account being deleted by the Account Holder, the Content and the account data are deleted three (3) years after the end of the Subscription or the trial, except for data that the law requires to be kept. Guests' data is also subject to the retention periods of the Data Processing Agreement, which the end of the Subscription does not extend.

Neither Party can be held liable for a failure to perform its obligations caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code. The Party prevented from performing informs the other without delay. The affected obligations are suspended for the duration of the impediment; if it exceeds sixty (60) days, either Party may terminate the contract, without compensation, in writing. The obligation to pay the sums due for Services actually provided is not suspended.

The contract concluded online from the Customer Area is a distance contract between professionals: it does not give rise to a right of withdrawal.

However, where the contract is concluded off-premises, within the meaning of Article L. 221-1 of the French Consumer Code, with a Customer employing five (5) employees or fewer and its purpose does not fall within the scope of that Customer's main activity, the Customer benefits, pursuant to Article L. 221-3 of the same code, from a right of withdrawal of fourteen (14) days from the conclusion of the contract, which it exercises without giving reasons using the form in the annex or any other unambiguous statement sent to contact@muvia-solutions.fr. If the Customer expressly requested that the Services begin before the end of this period, it remains liable for an amount proportionate to the Services provided until it communicates its decision to withdraw (Article L. 221-25 of the same code).

• Evidence: the records kept by MUVIA and its providers, in particular the record of acceptance of the Terms of Sale, their version and date, and Stripe's payment data, are binding between the Parties, unless proven otherwise.

• Notices: they are validly sent to the Customer at the Account Holder's email address, and to MUVIA at contact@muvia-solutions.fr.

• Subcontracting: MUVIA may use providers to perform the Services; it remains responsible for them towards the Customer.

• Assignment: the Customer may not assign the contract without MUVIA's written consent. MUVIA may assign it to a successor taking over its business, after informing the Customer.

• No waiver: a Party's failure to invoke a breach by the other does not constitute a waiver of its right to invoke it later.

• Severability: if a provision of the Terms of Sale is declared void, the other provisions remain in full force and effect.

• Language: the Terms of Sale are written in French, the only binding version.

The Terms of Sale and the contract are governed by French law.

In the event of a dispute, the Parties endeavour to resolve it amicably within thirty (30) days of its notification in writing. Failing that, and where both Parties are traders, the dispute is submitted to the exclusive jurisdiction of the Ajaccio Commercial Court, including for summary proceedings, third-party claims or multiple defendants. In other cases, the competent court is determined according to the ordinary rules.

To be completed and returned only in the case provided for in Article 24, to: Carl-Marie Miniconi (MUVIA), Piscia Rossa, San Giovanni, 20167 Appietto, France — contact@muvia-solutions.fr.

I hereby give notice that I withdraw from the contract for the provision of the following services:

• Plan subscribed: …………………………………………

• Concluded on: …………………………………………

• Customer's name and address: …………………………………………

• Signature (if sent on paper): …………………………………………

• Date: …………………………………………

The personal data processing agreement, annexed to the Terms of Sale, is a separate document.