General terms of sale

Article 1. Definitions

The following terms, when written with a capital letter, have the meaning given below.

• Subscription: the right of access to the Service taken out by the Client under a Plan.
• Analysis: the reading, on a given date, of the Listings of a Location and of those of comparable restaurants, and the resulting report.
• Order form: the document signed by the Client that specifies the Plan, the Locations covered, the price and the start date. It constitutes the special conditions.
• Client: the professional, whether a legal entity or a natural person acting in the course of their business, who takes out a Subscription.
• Account: the Client’s space in the Service.
• Contract: the whole formed by the Order form, these Terms of Sale and their annexes, and the personal data processing agreement.
• Client Data: the data entered in the Service by the Client or its Users, the data read for the Client on the Platforms with the access it has given Deliview (Article 3.2), and the reports produced for its Locations.
• Public Data: the information freely accessible on the Listings, in particular the name, address, categories, dishes, prices, descriptions, photos, ratings, number of reviews and promotional offers.
• Location: a point of sale of the Client present on at least one Platform.
• Listing: the public page of a restaurant on a Platform.
• Plan: one of the Subscription formulas described in Annex 1, or a tailor-made offer.
• Platforms: Uber Eats and Deliveroo, in France.
• Service: the Deliview software, accessible online at www.deliview.fr/app, and the associated services described herein.
• User: any natural person authorised by the Client to access the Service.

Article 2. Purpose and scope

2.1. These general terms of sale (the “Terms of Sale”) set out the conditions under which Deliview provides the Service to the Client.

2.2. The Service is reserved for professionals. It is not offered to consumers.

2.3. The Terms of Sale apply to every order. They prevail over the Client’s purchasing conditions, unless Deliview agrees otherwise in writing. The Order form prevails over the Terms of Sale on the points it expressly settles.

2.4. The Terms of Sale are provided to the Client before any order. They can be consulted at any time at www.deliview.fr/cgv/.

Article 3. Description of the Service

3.1. The Service brings together on a single screen the Public Data of the Uber Eats and Deliveroo Listings of the Client’s Locations and of comparable restaurants in their area. Depending on its Plan, the Client can in particular:

• compare the price of each dish with the prices of comparable dishes in its area, with the sources used;
• receive a suggested price, when the comparison allows it;
• review the presentation of its dishes, photos and descriptions;
• see where its rating and its number of reviews stand compared with its area;
• see the promotional offers displayed by its competitors and the changes since the previous Analysis;
• track the sales, orders, reviews and refunds of its Locations on the Platforms;
• have Deliview apply, on the Platforms, its prices, its promotions, its ads and advertising, the photos and descriptions of its dishes, its replies to reviews, its refund disputes and the reopening of its Locations, according to the rules of its Plan (Article 13.3);
• communicate with Deliview through the built-in messaging service.

3.2. The Client gives Deliview access to its accounts on the Platforms by inviting it as a user from Uber Eats Manager and Deliveroo’s Partner Hub. Deliview never asks for its login details or its password, and uses this access only to provide the Service to the Client. With this access, Deliview reads, for each Location, the sales and orders, including those of the day during service, the reviews, the refunds and their disputes, the promotions, ads and advertising, the invoices and payment statements, and the Platforms’ performance indicators, in particular Uber Eats’ “score de réussite” (success score) and Deliveroo’s “Confiance” (Trust) programme. It changes the prices, promotions, ads and advertising, dish photos and descriptions, replies to reviews, disputes and the opening of the Locations only under the conditions of Article 13.3. The Client can withdraw this access at any time from the Platform; the features that depend on it then stop, without this constituting a breach by Deliview.

3.3. Deliview develops the Service and may add, change or remove features. If a change removes an essential feature of the Plan subscribed to, Deliview informs the Client at least 30 days in advance. The Client may then terminate at no cost, with effect from the date of the change.

3.4. Set-up is free: Deliview creates the Account with the Client, runs the first Analysis and presents its results.

Article 4. Independence from the Platforms

4.1. Deliview is an independent software publisher. It is not affiliated with Uber Eats or Deliveroo, nor their partner, nor endorsed by them. The trademarks mentioned belong to their owners.

4.2. The Service depends on the availability and format of the Listings, which the Platforms may change at any time. Deliview may adapt or suspend a feature to take account of such changes, of the Platforms’ terms of use or of the law. Such an adaptation does not constitute a breach by Deliview.

4.3. If, for one of these reasons, the Service can no longer provide the essentials of the Plan subscribed to for more than 15 consecutive days, the Client may terminate the Contract at no cost. Deliview refunds the share of the price paid for the period not performed.

Article 5. Plans

5.1. The Plans, their features and their limits are described in Annex 1 and on the page www.deliview.fr/tarifs/ on the date of the order.

5.2. On-demand Analyses are provided within the limits of normal use and of the Service’s capacity, which is shared by all Clients. When this capacity is reached for the day, Deliview may postpone further Analyses to the next day.

5.3. The Client may change Plan at any time. Moving to a higher Plan takes effect immediately and the price difference is invoiced pro rata for the current period. Moving to a lower Plan takes effect from the next period.

5.4. The Locations covered are those indicated in the Order form or in the payment link. A Location that the Client later adds in the Service is covered at the price that Deliview confirms to it in writing before invoicing it.

Article 6. Ordering and formation of the Contract

6.1. After a demonstration, a call or a free month, Deliview sends the Client an Order form or a payment link summarising the Plan, the Locations covered and the price.

6.2. The Contract is formed by signing the Order form, by hand or electronically, or by validating the online payment. In both cases, the Client declares that it has read and accepts the Terms of Sale.

6.3. The person placing the order warrants that they are authorised to bind the business that operates the Locations.

6.4. There is no open sign-up to the Service. The Account is created by Deliview with the Client, during set-up, which may precede the formation of the Contract. Use of the Account before the formation of the Contract is not invoiced. The data processing agreement applies from the creation of the Account.

6.5. For an online payment, the Client accepts the Terms of Sale by ticking the box provided for this purpose on the payment page, without which the payment cannot be validated. The date of acceptance is recorded with the payment by the payment provider Stripe, and Deliview keeps each version of the Terms of Sale with its date. As the Contract is concluded between professionals, the parties derogate from Articles 1127-1 and 1127-2 of the French Civil Code to the extent permitted by Article 1127-3 of the same code.

6.6. Free month. A new client may use the Service free of charge for one month, with the Plan of its choice, once per business. Before starting, Deliview and the Client set out in writing the Plan, the Locations concerned and the start and end dates of the trial. The trial is not an order: no payment method is requested and nothing is invoiced during this period. Before the end of the trial, Deliview tells the Client in writing the price that will apply if it continues. The Contract is formed only if the Client chooses it, under the conditions of Article 6.2. Without an order on the end date, the trial stops: access to the Service is withdrawn and nothing is owed; Article 10.6 then applies to the Client Data. During the trial, these Terms of Sale apply, except Articles 7, 8, 9 and 10.1 to 10.4.

Article 7. Right of withdrawal for small businesses

7.1. The Client benefits from the provisions of the French Consumer Code applicable to off-premises contracts, pursuant to Article L221-3 of that code, when the following three conditions are met: the Contract is concluded off-premises, including when it is signed remotely just after a visit by Deliview to the Client’s premises; its subject matter does not fall within the scope of the Client’s main business; and the Client employs five or fewer staff.

7.2. The Client may then withdraw within 14 days of the conclusion of the Contract, without having to give reasons. It uses the form in Annex 2 or any other unambiguous statement, sent to tom.voisin@deliview.fr or to Deliview’s registered office.

7.3. If the Client has expressly asked for the Service to start before the end of this period, it pays, in the event of withdrawal, an amount proportionate to the Service provided until it communicated its decision. Deliview refunds the other sums paid within 14 days of receiving its decision.

7.4. In this case, no payment or consideration of any kind may be requested from the Client before the end of a period of 7 days from the conclusion of the Contract. The first direct debit takes place on the eighth day at the earliest.

7.5. Deliview gives the Client, on paper or, with its agreement, on another durable medium, the pre-contractual information, the withdrawal form and a dated and signed copy of the Contract.

Article 8. Price

8.1. The price is set for each Client according to the Plan chosen and the Locations covered. It is expressed in euros excluding tax, per month, for all the Locations covered. VAT is invoiced in addition at the rate in force.

8.2. The applicable price is the one indicated in the Order form or in the payment link sent to the Client before the order (Article 6.1). Set-up is free. The starting prices of the Plans are published on the page www.deliview.fr/tarifs/.

8.3. Deliview may change its prices. It informs the Client by email at least 30 days before they come into force. A Client who refuses the new price may terminate the Contract before that date, at no cost.

8.4. Referral. A Client with a paid Subscription in progress may recommend the Service with its referral link. Each time two new clients it has recommended have paid for their first month of Subscription, after their free month where applicable (Article 6.6), Deliview gives it one month of Subscription free of charge, on its Plan at that time, by deducting it from its next invoice. A professional already subscribed to Deliview does not count as a new client. Free months are neither refundable nor convertible into cash. Deliview may change or end the referral scheme for the future, without affecting the months already earned.

Article 9. Invoicing and payment

9.1. The Subscription is invoiced every month, in advance, on the anniversary date of the subscription. The invoice is issued electronically and sent to the Client’s billing email address. For a SEPA direct debit, it states the amount and date of the debit and reaches the Client at least 2 days beforehand.

9.2. Payment is made by bank card or by SEPA direct debit, through the payment provider Stripe. Subject to Article 7.4, the Client authorises each instalment to be debited on its due date. Invoices are payable on receipt. No discount is granted for early payment.

9.3. Any late payment gives rise, by operation of law and without a prior reminder, to penalties calculated at three times the statutory interest rate, from the day after the due date. The Client also owes a fixed indemnity for recovery costs of 40 euros per unpaid invoice (Articles L441-10 and D441-5 of the French Commercial Code). Deliview may claim additional compensation, on supporting evidence, if its recovery costs exceed this amount.

9.4. If a payment fails, Deliview informs the Client by email. If the situation is not put right within 15 days of that email, Deliview may suspend access to the Service until payment is made in full, without compensation for the Client.

Article 10. Duration, termination and suspension

10.1. The Contract is concluded for an indefinite period, in successive periods of one month, with no minimum commitment period.

10.2. The Client may terminate at any time, by email to tom.voisin@deliview.fr or from its billing area. Termination takes effect at the end of the current monthly period and no further instalment is debited. The period that has begun remains due. Where these Terms of Sale allow the Client to terminate at no cost (Articles 3.3, 4.3, 8.3, 21.2 and 22, and Article 4.2 of the data processing agreement), Deliview refunds the share of the price paid for the period not performed.

10.3. Deliview may terminate the Contract at any time by email, with 30 days’ notice. It then refunds the share of the price paid for the period not performed.

10.4. In the event of a serious breach by one party, in particular non-payment or use of the Service contrary to Article 11, the other party may terminate the Contract 15 days after a formal notice that has remained without effect. The formal notice is sent by registered letter with acknowledgement of receipt or by email whose receipt is confirmed.

10.5. Deliview may suspend a User’s access without notice in the event of a breach of the Service’s security or manifestly unlawful use. It informs the Client without delay.

10.6. At the end of the Contract, the Client keeps access to the Service until the end of the period paid for. During the Contract and for 30 days after it ends, the Client may obtain free of charge, on simple request, a copy of the Client Data in a common, machine-readable format, such as CSV or JSON. At the end of this period, Deliview permanently deletes this data, including from its backups at the end of their retention cycle and from the files of the reading robot at the end of their retention periods (120 days at most after their creation, data processing agreement, Annex B), except the data it must keep by law, in particular invoices. It confirms this to the Client on request.

Article 11. The Client’s obligations

The Client undertakes to:

• provide accurate and up-to-date information about its business and its Locations;
• use the Service only for its internal needs, to manage its own Locations;
• not extract, copy, publish, resell or disclose to third parties the data of competing restaurants displayed in the Service, nor use it to build a database;
• comply with the general terms of use of the Service and ensure that its Users, for whom it is responsible, comply with them;
• keep its login details confidential and report any unauthorised use of its Account without delay;
• not get around the Service’s limits, nor access it by automated means.

Article 12. Deliview’s obligations

12.1. Deliview provides the Service diligently, in accordance with professional standards. It is bound by an obligation of means (a best-efforts obligation).

12.2. Deliview provides the set-up. It answers the Client’s questions on WhatsApp and through the Service’s messaging every day, within the day, and by email or by phone on working days from 09:00 to 18:00. With the Délégation Plan, it holds the monthly review provided for in Article 13.3 with the Client every month.

12.3. Deliview implements the security measures described in the data processing agreement. It informs the Client of any security incident affecting its data.

Article 13. Data displayed and decisions

13.1. Public Data is read on the Listings on the date of each Analysis, which is shown in the Service. It may be incomplete, change after that date or vary depending on the address from which it is viewed, in particular for delivery fees and delivery times. Each compared price links to the Listing it comes from.

13.2. The Service’s comparisons, statuses, suggested prices, estimates and recommendations are decision-making aids. They constitute neither personalised advice nor a guarantee of results, in particular of turnover, margin or ranking on the Platforms. The results of the website’s simulator are estimates.

13.3. Changes made on the Platforms follow the rules of the Plan subscribed to:

• with the Délégation Plan, the Client and Deliview set the strategy to follow every month, at the monthly review: goals, planned promotions, budget for ads and advertising on the Platforms, rules for prices, replies to reviews, disputes and reopening. Ads and advertising are paid for by the Client to the Platform, within this budget. Deliview then applies the strategy without asking for the Client’s approval for each change. The Client sees its prices, its promotions, its reviews and its refunds in the Service. It may change or suspend the strategy at any time, in writing. Deliview may ask for its approval before any action it considers sensitive; a review that raises health, hygiene or an allergy is always submitted to the Client;
• with the Copilote Plan (formerly “Autonomie”), the Client approves in the Service each price, each promotion, each change to an ad or advertising, each dish photo or description, each dispute and each reply to a review before Deliview applies it. Ads and advertising are paid for by the Client to the Platform, within the budget it has approved. The Client may also choose to have replies to 4- and 5-star reviews sent without approval.

The Client informs Deliview of the rules specific to its Locations, in particular a minimum price, dishes excluded from promotions or a voluntary closure. It remains responsible for its prices and its offers on the Platforms, and for their compliance with the Platforms’ terms and with the law. If a change cannot be applied, Deliview informs the Client in the Service. Deliview is liable for the errors it makes when applying the Client’s decision or the strategy set with the Client, within the limits of Article 15. It is not responsible for a refusal, a delay or a change imposed by a Platform.

Article 14. Availability and maintenance

14.1. Deliview makes every effort to keep the Service accessible at all times, without guaranteeing an availability rate. The Service may be interrupted for maintenance, in the event of a failure of a hosting provider or a supplier, or in the event of changes to the Platforms.

14.2. Planned maintenance is announced in the Service or by email when possible. Any interruption attributable to Deliview lasting more than 72 consecutive hours entitles the Client, at its request, to a credit note pro rata to its duration.

Article 15. Liability

15.1. Each party is liable for the direct damage caused to the other by a breach of its contractual obligations, within the limits of this article.

15.2. Deliview is not liable for:

• decisions taken by the Client on the basis of the information in the Service, except for an error attributable to Deliview in processing that information;
• the accuracy of the Public Data as published on the Platforms, nor for its unavailability or its modification;
• indirect damage, such as loss of turnover, margin, customers or reputation;
• damage caused by use of the Service that does not comply with the Contract.

15.3. Deliview’s total liability, for all causes combined, is limited to the higher of the following two amounts: the sums excluding tax paid by the Client under the Contract during the 12 months preceding the event giving rise to the liability, or twelve times the monthly price excluding tax of the Plan subscribed to.

15.4. These limitations do not apply in the event of gross negligence or wilful misconduct, nor to personal injury.

Article 16. Intellectual property

16.1. The Service, its software, its analysis methods, its texts, its interfaces and its trademarks are the property of Deliview. The Contract grants the Client, for its duration, a personal, non-exclusive and non-transferable right to use the Service, limited to its internal needs.

16.2. The Client shall not reproduce, modify or decompile the software, except in the cases permitted by law.

16.3. The data that the Client enters in the Service belongs to the Client. It freely uses, for its internal needs, the reports produced for its Locations.

Article 17. Personal data

17.1. Deliview processes, as controller, the personal data needed for the commercial relationship: contacts, invoicing, exchanges. This processing follows its privacy policy, published at www.deliview.fr/confidentialite/.

17.2. For the personal data that Deliview processes on behalf of the Client in order to provide the Service, in particular the data of Users and of the Locations’ customers (reviews, complaints, orders), Deliview acts as processor. The personal data processing agreement, annexed to the Contract, applies.

Article 18. Confidentiality

Each party keeps confidential the non-public information of the other party that it learns in connection with the Contract, in particular the commercial terms, the Client’s business data and the workings of the Service. This obligation applies during the Contract and for two years after it ends.

Article 19. Commercial references

Unless the Client refuses in writing, at any time, by email to tom.voisin@deliview.fr, Deliview may cite the Client’s trade name and logo as a reference, on its website and in its sales presentations. Deliview never publishes the Client’s data, results or figures without its written consent.

Article 20. Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code. Performance of the Contract is suspended for the duration of the impediment. If it lasts more than 30 days, either party may terminate the Contract by email, without compensation.

Article 21. Assignment and subcontracting

21.1. Deliview may entrust part of the performance of the Service to service providers, in particular hosting, while remaining responsible to the Client.

21.2. Deliview may assign the Contract to any company that takes over all or part of its business, by informing the Client by email. The Client may then terminate the Contract at no cost within 30 days of being so informed.

21.3. The Client may not assign the Contract without Deliview’s written consent, except in the event of the sale of its business (fonds de commerce), on simple notice.

Article 22. Changes to the Terms of Sale

Deliview may change the Terms of Sale. It informs the Client by email at least 30 days before the new version comes into force. A Client who refuses it may terminate the Contract before that date, at no cost. Otherwise, the new version applies from that date.

Article 23. Miscellaneous

23.1. The Contract constitutes the entire agreement of the parties on its subject matter.

23.2. If a clause is declared void, the other clauses remain applicable.

23.3. A party’s failure to invoke a breach does not amount to a waiver of the right to invoke it later.

23.4. The emails exchanged, the Service’s connection logs and the payment data kept by Stripe are authoritative between the parties, unless proven otherwise.

23.5. The Contract is drawn up in French.

Article 24. Governing law and jurisdiction

24.1. The Contract is governed by French law.

24.2. In the event of a dispute, the parties first seek an amicable solution for 30 days from its written notification. This step applies neither to the recovery of unpaid sums nor to urgent measures.

24.3. Failing agreement, and where both parties are traders (commerçants), any dispute relating to the Contract, its formation, its performance or its termination falls under the exclusive jurisdiction of the Commercial Court of Alençon (tribunal de commerce), including for summary proceedings and where there are several defendants. In other cases, the ordinary rules of jurisdiction apply.

Annex 1. Plans

Annex 2. Withdrawal form

To be completed and returned only if the Client wishes to withdraw, in the case provided for in Article 7.

For the attention of DELIVIEW, 9 rue Maurice Hubert, 61340 Berd’Huis, France, tom.voisin@deliview.fr.

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

• Plan subscribed to:
• Ordered on:
• Name and address of the business:
• Name and position of the signatory:
• Signature, if sent on paper:
• Date: