General Terms and Conditions

Last updated: 12 May 2021.

These terms are entered into between:

• HubRise SAS, a French company registered with the Cannes Trade and Companies Register (RCS) under number 820 071 561 00014, with its registered office located at 150 avenue des Clos, 06250 Mougins, France, hereinafter referred to as "HubRise",
• Any individual or legal entity, whether acting in a private or professional capacity, and whether governed by private or public law, wishing to access or use one or more of the services offered by HubRise, hereinafter referred to as the "User". If the User is acting on behalf of an entity, they declare and affirm that they have the authority to bind said entity.

The User and HubRise are hereinafter collectively referred to as the "Parties".

Any use of the Services is governed by these "General Terms and Conditions". The User declares that they have read and accepted the rights and obligations related to the Services.

1. Subject

The purpose of these General Terms and Conditions is to define the technical and financial terms under which HubRise enters into an agreement with the User.

They apply exclusively to all services provided by HubRise to the User, excluding any other General Terms and Conditions, including those of the User.

2. Definitions

Terms beginning with a capital letter in these General Terms and Conditions, whether used in the singular or plural, shall have the meanings ascribed to them below:

• "Content" denotes, without being limited to this list, the structure of the Site, editorial content, drawings, illustrations, images, photographs, graphic charters, trademarks, logos, acronyms, trade names, audiovisual works, multimedia works, visual content, and audio content, as well as any other content present on the Site and Services.

• "User Data" (or "Data") refers to data belonging to the User, which are stored or processed by the Services. They include, without being exhaustive, lists of products, personal contact information, and orders.

• "Services" refers to the various free and paid functions and services developed and offered by HubRise, accessible in SaaS mode.

• "Site" refers to the HubRise website, accessible at the following web address: https://www.hubrise.com/.

3. Access and Use of Services

3.1. Login and Passwords

Access to Services is made via a user ID and access code, under the responsibility of the User.

The login credentials are intended to reserve access to the Services for the User, to protect the integrity and availability of the Services, as well as the integrity, availability, and confidentiality of the User's Data.

They are personal and confidential. The User agrees to implement a password management policy, particularly the creation and modification according to best practices, such as complex passwords with more than 8 characters, regular change, and strict confidentiality to ensure secure access to the Services.

The User shall inform HubRise without delay and in writing in case of unauthorized access or use of the Services. HubRise cannot be held responsible for unauthorized use or impersonation of the User's credentials.

3.2. Use of Services

The User agrees:

• Not to share a HubRise Location between several distinct entities, restaurants or shops, whether these entities are legally related or not.
• To comply with all applicable legal, regulatory and contractual provisions.
• Not to compromise the integrity, performance and more broadly the quality of the Services.
• To act in a manner conforming to the purpose of the Services.

In case the User does not respect all or part of the aforementioned provisions or if they use the Services in a manner not conforming to these General Terms and Conditions, HubRise may, at its discretion, immediately suspend the User's Services.

4. Subscription

In order to benefit from the Services offered by HubRise, the User can subscribe to one or more paid subscriptions (hereinafter "Subscription"). Each Subscription subscribed by the User (hereinafter "Subscriber") is linked to one of their locations.

The subscription by the User to a Subscription is subject to the completion of a billing information form, and if needed, the entry by the User of a valid payment method.

4.1. Duration

The Subscription is valid for a full month period and renews automatically. If it is not renewed, the Service is suspended upon expiration of the subscription period. The Subscriber may, however, reactivate the Service and regain access to his Data within a maximum period of one month, after settling any outstanding payments to HubRise. If payment is not made within this period, HubRise may delete the Subscriber's Data at any time.

The Subscriber may terminate their Subscription at any time. If the Subscriber cancels their subscription before the renewal date, they will keep access to the Service until the end of the current billing period. No refund shall be granted for partial use of the Service during the billing period.

4.2. Price

Current subscription prices are available online on the HubRise website.

HubRise reserves the right to modify its prices at any time, provided that the Subscriber is notified at least one month in advance. In the absence of termination within one month, the Subscriber shall be deemed to have accepted the new prices. Price changes shall apply to all contracts, including those currently in effect.

4.3. Payment

The Subscription is billed monthly. Payment shall be made in advance—initially upon Subscription, and thereafter monthly by direct debit—until the Subscription is terminated, whether by the User or by HubRise.

To ensure secure transactions, HubRise partners with a certified and specialised payment platform. The guarantees provided by HubRise in respect of transaction security are identical to those it receives from its payment service provider.

In the absence of contrary elements provided by the Subscriber, the computerized records, kept in the IT systems of HubRise and its partners under reasonable security conditions, shall be considered as proof of communications, orders, validations, and payments made between the Subscriber and HubRise. This information shall be deemed valid unless the Subscriber provides written evidence to the contrary.

4.4. Suspension of Services

Any default or irregular payment—such as an incorrect or incomplete amount, missing references, or payment made using an unauthorised payment method or procedure—shall be disregarded and may result in HubRise rejecting the renewal request.

HubRise shall not be held liable for any failure to renew the Services resulting from a dishonoured or unsettled payment by the User.

If necessary, HubRise reserves the right to suspend the Services to carry out technical interventions, improvements, or maintenance operations.

4.5. Right of withdrawal

In accordance with Article L121-20-2 of the French Consumer Code, the User expressly acknowledges that the contract begins upon validation of any order and/or Subscription.

As such, the right of withdrawal does not apply to services ordered from HubRise, insofar as their execution begins immediately upon placement of the order.

4.6. Free version

HubRise provides the User with a free and limited version of the Services. The usage limit is indicated on the HubRise Pricing page.

When the usage limit is reached, a monthly Subscription fee shall become payable by the User for the current billing period. HubRise shall inform the User, who shall have a maximum period of ten (10) days to either settle the monthly fee or upgrade to a paid Subscription. If the User fails to pay the monthly fee within the specified period, HubRise may suspend the Services and delete the User’s Data.

The User may switch from the paid version to the free version of the Services at any time, provided they comply with the usage limits of the free version and have settled all outstanding amounts owed to HubRise.

5. Intellectual Property

HubRise is the exclusive holder of all intellectual property rights relating to the Services and Content, subject to the rights of third-party companies whose licences are used by HubRise.

None of the provisions included in these General Conditions shall be interpreted as a transfer, sale, licence, concession, loan, lease, or grant of any right of use, whether direct or indirect, by HubRise to the User in respect of the Content or Services.

Any representation, reproduction, adaptation, or partial or total use of the Content or Services by any means, without the prior, express, and written authorisation of HubRise, is strictly prohibited and may constitute an infringement under Articles L.335-2 et seq. of the French Intellectual Property Code.

6. License for use

HubRise grants the User a personal, non-exclusive, revocable, non-transferable, worldwide licence to use the Content and Services solely for their own needs in connection with the use of the Services, and for no other purpose.

The User acquires no intellectual property rights in the Content or Services, nor any other rights beyond those expressly granted under these General Conditions.

This licence does not grant the User any rights of use in the Content. The User is therefore prohibited from reproducing, displaying, adapting, and/or otherwise exploiting the Content.

The User expressly undertakes that their use of the Services shall in no way infringe upon the rights of HubRise, and in particular, shall not constitute counterfeiting, unfair competition, or parasitic conduct.

7. Processing of personal data

7.1. Personal Data

The Parties agree to comply respectively with the regulations on personal data, particularly Law No. 78-17 of January 6, 1978, relating to computers, files, and freedoms, and any applicable European regulations, notably Regulation (EU) 2016/679 of the European Parliament and Council (the "General Data Protection Regulation") and all recommendations, deliberations, and other norms enacted by the National Commission on Informatics and Freedoms (the "Data Protection Regulation")

As part of the Services, HubRise collects, "Personal Data" relating to the User via online forms. If the User chooses not to provide the requested information, HubRise will be unable to provide the Services. HubRise commits to collect only the Personal Data strictly necessary for the provision of the Services and the fulfilment of these General Conditions.

The Personal Data collected is subject to automated processing by HubRise and is necessary for the registration, management, and provision of the Services. The Personal Data collected is processed in accordance with the French Data Protection Act of 6 January 1978 and the EU General Data Protection Regulation of 2016/679 of 27 April 2016, which entered into force on 25 May 2018.

The Personal Data collected is deleted three (3) years after the end of the commercial relationship. HubRise may archive certain Personal Data in order to comply with legal or regulatory obligations. Such Personal Data shall be deleted once the purpose justifying its retention is no longer valid.

In accordance with applicable legislation, the User has the right to access, rectify, and delete their Personal Data. The User also has the right to object, on legitimate grounds, to the processing of their Personal Data where such data is not essential for the execution of an Order or for the performance of these General Conditions. The User also has the right to the portability of their Personal Data. All Personal Data is stored within the European Union. HubRise shall inform the User in the event of any incident affecting their Personal Data.

Any User who can provide proof of identity may exercise their rights of access, rectification, deletion, or portability of their Personal Data by contacting HubRise at the following address: contact@hubrise.com

The User guarantees that they will not process, within the scope of the Services, any sensitive data as defined by law, and that they alone determine the purposes and means of processing Personal Data.

7.2. User Data

HubRise informs the User that their Data is recorded and stored on servers operated by OVH, a subcontractor of HubRise. Documentation relating to the hosting services provided by OVH is available at the following web address: www.ovh.com

The User is informed that the various processing of their Data is necessary for the performance of the Services. HubRise does not share Data with third parties without the User's explicit consent.

User Data may notably include personal data. The User is solely responsible for the processing of Personal Data and must ensure compliance with appropriate technical and organisational measures for its proper management. They must therefore implement procedures enabling individuals to exercise their rights of access, rectification, modification, deletion, and portability of their Personal Data.

User Data is kept during the execution of the Services and for a maximum of one (1) year after the suspension of the Services. The Data kept after the suspension of the Services is intended solely to allow the restoration of the Services should the User so request it. If the User objects to such retention of their Data, they may request its deletion from HubRise, which shall comply with the request within a maximum period of two (2) weeks.

HubRise ensures the implementation of appropriate security and confidentiality measures for the protection of all Data. As such, HubRise may view the Personal Data downloaded and stored by the User solely for the purpose of performing the Services, in particular to respond to the User’s support requests.

8. Responsibility

8.1. HubRise's Responsibility

In the execution of these General Conditions, HubRise is expressly subject to an obligation of means.

HubRise’s liability, regardless of the legal basis, may only be incurred for direct damage suffered by the User as a result of a contractual breach exclusively attributable to HubRise and proven by the User.

The Services are used under the sole direction, control, and responsibility of the User. HubRise shall use its best efforts to implement appropriate technical and organisational measures to secure the Data processed within the Services, in accordance with applicable data protection laws, and more broadly, to enable the Services to secure the data they process.

8.2. Exemption from liability

HubRise shall not be held liable for any indirect damages, including but not limited to loss of clientele or turnover, nor in the event of:

• Failures by telecommunications operators, particularly in the event of network outages.
• Abnormal or non-compliant use of the Services by the User; any fault, negligence, omission, or failure on their part; or non-compliance with the advice provided.
• Any use of the Services for illegal purposes.
• Failure of the User's computer system.
• Any service executed for the User by a third party over whom HubRise has no power of control or supervision.
• The unlawful disclosure or use of the password confidentially provided to the User.
• Request for the temporary or permanent suspension of the Services by a competent administrative or judicial authority, or a notification from a third party within the meaning of Article 6 of the French Law for Confidence in the Digital Economy (LCEN).
• Partial or total destruction of information transmitted or stored due to errors directly or indirectly attributable to the User.

Finally, HubRise shall not incur any liability in the event of non-performance or delay in the performance of any obligation under these General Conditions if such non-performance or delay is caused by a force majeure event or any other circumstance beyond HubRise’s reasonable control.

The Parties agree that, in any event, HubRise’s total liability—regardless of the cause, basis, or number of incidents—shall be limited to the amount of invoices actually paid by the User in the month in which the first event giving rise to liability occurred.

The Parties acknowledge that the pricing agreed upon reflects this allocation of risk and the resulting limitation of liability. They also acknowledge that the liability cap negotiated and accepted between them under the terms provided in this article, does not alter the essential nature of HubRise’s obligations.

8.3. Guarantees

The User guarantees:

• That they hold all necessary rights and authorisations to allow HubRise to fulfil its obligations under these General Conditions, particularly in relation to the Data.
• That they shall indemnify HubRise against any proceedings, actions, or third-party claims arising in connection with the performance of these General Conditions, particularly those relating to the Data used within the framework of the Services.

HubRise gives no warranties—express, implied, statutory, or otherwise—and expressly disclaims all implied warranties, including those of merchantability or fitness for a particular purpose, to the extent permitted by applicable law.

Without limiting the generality of the foregoing, HubRise does not warrant that the Services will meet the User’s specific requirements or that their use will be uninterrupted, timely, secure, or error-free.

8.4. Force majeure

In the event of a force majeure or any other circumstance beyond the reasonable control of either Party which prevents it from fulfilling its contractual obligations, the affected Party must notify the other Party as soon as possible by any means. The Parties’ obligations will be suspended for the duration of the force majeure event, and both Parties shall use all reasonable efforts to limit its duration and effects.

However, if the suspension of obligations due to force majeure exceeds one (1) month, either Party may terminate the contract by registered letter with acknowledgement of receipt. In such cases, termination shall take effect fifteen (15) days following receipt of said letter.

9. Evolution of the General Conditions

The General Conditions applicable are those in effect at the time the User accesses the Services.

HubRise reserves the right to unilaterally amend all or part of these General Conditions at any time, without notice or prior information to the User, in order to reflect changes in the Services, or due to technical, legal, or regulatory developments, or the introduction of new Services.

Any amendments made by HubRise to the General Conditions shall be brought to the attention of Users by an online publication. They shall be deemed accepted without reservation by any User accessing the Services after such publication. HubRise therefore advises Users to consult the General Conditions regularly.

Any new Service incorporating new technologies or features that enhance the quality of existing Services shall also be subject to these General Conditions, unless expressly stated otherwise.

10. Advertising

Unless otherwise stated, the User authorises HubRise, on a non-exclusive and limited basis, to use its trade names, trademarks, logos, domain names, and other distinctive signs—whether registered or not—in all presentations, commercial documents, customer lists, and financial reports produced by or on behalf of HubRise.

11. Amicable settlement

In the event of any dispute, disagreement, or claim arising from or relating to these General Conditions—including any dispute regarding their validity, interpretation, performance, or termination (a "Dispute")—the Parties shall attempt to reach an amicable resolution before submitting the Dispute to the competent jurisdiction referred to under "Applicable Law".

To that end, one Party shall send the other a written request for a conciliation meeting by registered letter with acknowledgement of receipt (the "Conciliation Notice"). If the Parties reach an agreement within thirty (30) days of receipt of the Conciliation Notice, it shall be documented in writing and signed by both Parties. Such a written and signed agreement shall be considered an addendum to the General Conditions.

If no agreement is reached within this thirty (30) day period, the Parties shall be free to pursue their rights through legal proceedings.

12. Applicable law

These General Conditions are governed by French law.

In the event of a dispute relating to the contract—including its validity, interpretation, or performance—the Parties shall first seek an amicable resolution as provided in the section "Amicable Settlement".

Failing an amicatble resolution within the specified timeframe, exclusive jurisdiction is granted to the Commercial Court of Cannes (unless another court is legally recognised as having exclusive jurisdiction), including for urgent or interim proceedings, or in the event of multiple defendants or third-party claims.