Terms of Sale

These Terms of Sale (the “Terms”) govern the contractual relationship between Viahotel, a firm specialised in hotel consulting and IT services dedicated to hospitality (network infrastructure and managed WiFi), and its professional clients (the “Client”).

Article 1. Purpose

These Terms define the conditions under which Viahotel provides its services to hotel operators (independent hotels, groups and investors), whether consulting engagements or infrastructure and connectivity services. They apply to the exclusion of any other document and prevail over the Client’s general purchasing conditions, save written agreement to the contrary.

Article 2. Definitions

For the purposes of these Terms, the following terms have the meaning set out below:

• “Consulting engagements”: intellectual services, generally one-off and billed on a fixed-fee basis (audit, strategy, operational optimisation, brand experience).
• “IT services”: infrastructure and connectivity services, including network audit and security, and the deployment of managed WiFi networks and captive portals.
• “Equipment”: active and passive equipment (access points, switches, gateways, cabling) supplied, installed or made available by Viahotel.
• “SLA”: service level agreement defining availability commitments, support windows, and intervention and restoration times.

Article 3. Services

Viahotel offers the following services, organised into two complementary practices:

Consulting practice:

• Positioning audit and strategic plan
• Operational optimisation and procedures
• Brand experience and guest journey consulting
• Hotel investment and acquisition advisory

Infrastructure & connectivity practice:

• Network infrastructure audit and security
• Deployment and operation of managed WiFi networks and captive portals

Article 4. Quote and order

Each engagement or service is the subject of a detailed quote sent to the Client. The quote specifies the scope, duration, deliverables, Equipment where applicable, any service levels (SLA), fees and payment terms. Signature of the quote constitutes full acceptance of these Terms.

Article 5. Term and renewal

Consulting engagements are concluded for the duration stated in the quote. Unless otherwise specified, recurring IT service contracts (managed WiFi) are concluded for an initial term of twelve (12) months, tacitly renewed for successive twelve (12) month periods. Either party may object to renewal by registered letter with acknowledgement of receipt, subject to three (3) months’ notice before the term.

Article 6. Fees and invoicing

Fees for Consulting engagements are set on a fixed-fee basis, unless otherwise agreed. Recurring IT services (managed WiFi) are billed by monthly or annual subscription payable in advance. Equipment and deployment services are billed upon order. All amounts are expressed in euros excluding tax, with applicable VAT added in accordance with current regulations.

Unless otherwise specified in the quote, Consulting engagements are invoiced 50% upon signature and 50% upon delivery of the main deliverable. Travel and accommodation expenses incurred during a service are re-invoiced at cost.

Article 7. Payment terms

Invoices are payable within 30 days from the invoice date, by bank transfer. In accordance with articles L.441-10 and D.441-5 of the French Commercial Code, any late payment triggers penalty interest at the ECB rate plus 10 percentage points, plus a flat fee of EUR 40 for recovery costs, without prejudice to compensation for additional loss. In the event of non-payment of a recurring service, Viahotel may, after formal notice left unremedied for fifteen (15) days, suspend the relevant service.

Article 8. Equipment

Equipment sold becomes the property of the Client upon full payment of its price; risk passes to the Client upon delivery. Equipment made available under a managed offering remains the property of Viahotel throughout the term of the contract and must be returned in good condition at its end. Equipment warranty is strictly limited to that granted by the manufacturers. The Client shall not intervene on or modify the Equipment without Viahotel’s prior agreement.

Article 9. Service levels and maintenance

Availability commitments, support windows and intervention (response) and restoration times are defined in the quote or in an annexed service level agreement (SLA). Monitoring is provided 24/7 where the offering so provides. Viahotel is bound by an obligation of means. Expressly excluded from service commitments are interruptions attributable to third parties (internet service providers, telecom operators, electricity supply), force majeure events, and scheduled maintenance operations notified in advance.

Article 10. Obligations of the parties

Viahotel undertakes to perform its services with diligence and in accordance with industry standards. The Client undertakes to provide, within reasonable timeframes, all information necessary for the proper execution of the service, to designate a referent contact and, for IT services, to ensure access to the premises, a suitable technical environment (technical room, power supply, operator connection) and not to modify the configurations implemented by Viahotel.

Article 11. Personal data and compliance

In the context of IT services, in particular the operation of a captive WiFi portal, Viahotel may process personal data on behalf of the Client. Viahotel then acts as a processor within the meaning of Regulation (EU) 2016/679 (GDPR), the Client remaining the data controller. The parties conclude, where applicable, a data processing agreement (DPA). Viahotel implements appropriate technical and organisational measures and, in accordance with legal obligations (article L.34-1 of the French Postal and Electronic Communications Code and implementing texts), retains connection data. Each party undertakes to comply with its obligations under the GDPR and the French Data Protection Act.

Article 12. Confidentiality

Viahotel undertakes the strictest confidentiality regarding all information communicated by the Client. This obligation continues throughout the contractual relationship and for five (5) years after its termination. A specific NDA may be signed prior to any service.

Article 13. Intellectual property

Deliverables produced under Consulting engagements become the property of the Client upon full payment of fees. Viahotel retains ownership of its methodologies, know-how, configurations, scripts and internal tools. For IT services, the Client is granted a non-exclusive, non-transferable right to use the configurations and software implemented, for the sole duration of the contract and the needs of its operation.

Article 14. Reversibility

Upon expiry of a recurring IT service contract, Viahotel supports the transfer of operations to the Client or a third-party provider: handover of technical documentation, configurations and return of access credentials. The conditions and cost of this reversibility service are specified in the quote or subject to specific pricing.

Article 15. Termination

Either party may terminate the service, by registered letter with acknowledgement of receipt, in the event of a serious breach by the other party not remedied within fifteen (15) days after formal notice. Fees corresponding to services rendered, as well as subscriptions in progress until the term, remain due.

Article 16. Liability and insurance

Viahotel’s liability is limited to the total amount of sums received for the relevant service over the twelve (12) months preceding the triggering event. Viahotel cannot be held liable for indirect damages, for operational decisions made by the Client, or for loss of data the Client failed to back up. Viahotel declares that it holds professional liability insurance covering the financial consequences of its liability.

Article 17. Applicable law and disputes

These Terms are governed by French law. In the event of a dispute, the parties shall endeavour to find an amicable solution. Failing that, and notwithstanding multiple defendants or third-party proceedings, the courts of the registered office of Viahotel shall have sole jurisdiction.