General terms and conditions 

1. Purpose

4. Description of the Services

"Flynt Copilot " Plan
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‍Inaddition to the features included in the Flynt plan, the Flynt Copilot plan includes managed services for distribution platforms, provided by a FLYNT account manager on behalf of the Customer. In particular, it provides access to the following services:

The Flynt Copilot plan does not include:

5. Financial conditions

6. Intellectual Property Rights

6.2 Intellectual Property Rights in Testimonials

• publish the testimonials free of charge on the App and on any other French or foreign websites operated by any companies with which FLYNT has agreements, by any means and on any medium, for the purpose of promoting the Application,

• translate the testimonials into all languages,
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7. Term of the Contract, Termination

The Customer subscribes to a paid monthly or annual subscription, the term and conditions of which are set forth in the Commercial Proposal.
When the Customer subscribes to a monthly subscription, the Customer is nevertheless committed to a minimum fixed term of 4 months.

8. Customer Obligations and Liability

Without prejudice to the other obligations set forth in the Contract, the Customer agrees to comply with the following obligations.
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8.1 The Customer is responsible for its use of the Services and for any information it shares in connection therewith. It is also responsible for the use of the Services and for any information shared by Users. It agrees that the Services will be used exclusively by it and/or the Users, who are subject to the same obligations as the Customer in their use of the Services.

8.2 The Customer agrees to provide FLYNT with all documents, materials, data, and information necessary for the performance of the Services. More generally, the Customer agrees to actively cooperate with FLYNT, and in particular with its dedicated staff, to ensure the proper performance of the Contract.

8.3 The Customer is solely responsible for the documents, materials, data, information, and any other content it provides to FLYNT in connection with its use of the Services. The Customer warrants to FLYNT that it is authorized to provide such materials and that it holds all necessary rights and authorizations for their use in connection with the Services.

8.4 In the event that the Customer grants access to the Services and the Application to one of its franchisees, the Customer is responsible for the franchisee’s payment for the Services and is liable for any amounts due in the event of nonpayment. The Customer hereby acknowledges that FLYNT may take direct action against the Customer to collect any amounts due.

8.5 The Customer acknowledges that he or she has reviewed the Application and its features.

8.6 The Customer represents that, prior to signing this Contract, it received from FLYNT all advice, instructions, and clarifications necessary to enter into the Contract with full knowledge of the facts, and that, prior to this Contract, it had sufficient communication with FLYNT to ensure that the Services meet its expectations, needs, and constraints. 

The Customer agrees, in its use of the Services, to comply with applicable laws and regulations and not to infringe upon the rights of third parties or public order.

The Customer is solely responsible for its use of the Services and for complying with the applicable laws and regulations governing its business. 

The Customer acknowledges and agrees that it is solely responsible for any decisions made in the course of its business, following FLYNT’s communication of its analyses and the advice provided in connection with the performance of the Services. 

FLYNT does not guarantee any business volume as a result of the provision of the Services.

The Customer shall not misuse the Services for purposes other than those for which they were designed, including, but not limited to:
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• use the Application for purposes other than those described in the “Description of Services” section, which include, among other things, optimizing performance on distribution platforms,

• engage in illegal or fraudulent activity,

• undermine public order and public morals,

• harm third parties or infringe upon their rights in any way whatsoever,

• violate a contractual, statutory, or regulatory provision,

• engage in any activity that could interfere with a third party’s computer system, particularly for the purpose of compromising its integrity or security,

• engage in activities intended to promote its services and/or websites or those of a third party,

• assist or encourage a third party to commit one or more of the acts or activities listed above.

The Customer also agrees not to:

Information regarding the Customer’s customers’ behavior on distribution platforms is provided exclusively for the purpose of optimizing marketing activities on the relevant distribution platform. Under no circumstances may it be used for any other purpose.

The Customer indemnifies FLYNT against any and all complaints, claims, actions, and/or demands that FLYNT may face as a result of the Customer’s breach of any of its obligations under the Contract. The Customer agrees to pay FLYNT all costs, expenses, and/or judgments that FLYNT may incur as a result.

9. FLYNT's Obligations and Liability

Without prejudice to the other obligations provided for in the Contract, FLYNT undertakes to comply with the following obligations.

9.1 FLYNT undertakes to provide the Services with due diligence and in accordance with best practices, it being understood that it is bound by an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.

9.2 FLYNT agrees to provide the Customer with qualified personnel and to supply the Customer with the advice, warnings, and information necessary for the proper performance of the Contract and the provision of the Services.

9.3 FLYNT agrees to use the data - and, more generally, any information that may be provided to it under this Contract - solely for the purpose of performing the Contract and not to disclose or share it with any third party whatsoever, unless expressly requested or agreed to by the Customer.

It guarantees to the Customer the proper safekeeping of data and materials throughout the term of the Contract and undertakes to destroy them or return them to the Customer, upon the Customer’s request, at the end of the Contract.

9.4 FLYNT certifies that it holds an insurance policy covering its professional liability. It agrees to keep this insurance policy in force for the duration of the Contract.

9.5 FLYNT undertakes to conduct regular checks to verify the operation and accessibility of the Application and its website. As such, FLYNT reserves the right to temporarily suspend access to the Application for maintenance purposes. FLYNT will use its best efforts to ensure that scheduled maintenance sessions do not disrupt the Customer’s activities.

Similarly, FLYNT shall not be held liable for any temporary difficulties or inability to access its Application resulting from circumstances beyond its control, force majeure, or disruptions to telecommunications networks, as Customers are aware of the complexity of global networks and the high volume of internet users at certain times.

9.6 FLYNT’s involvement is limited solely to the provision of the Services. As such, the Customer acknowledges and agrees that the Services are provided to the Customer personally, and that FLYNT shall under no circumstances intervene in the relationships between the Customer and its own customers.

The Customer agrees to hold FLYNT harmless in any disputes or litigation between the aforementioned parties and to resolve such matters on its own.

9.7 FLYNT does not guarantee to the Customer that the Services—which are subject to ongoing development aimed at improving, in particular, their performance and functionality—will be completely free of errors, defects, or flaws.

9.8 In any event, except in cases of bodily injury or death and except in cases of gross negligence, FLYNT shall not be liable to the Customer for the payment of damages of any kind—whether direct, property, commercial, financial, or non-pecuniary—arising from the performance of the Contract, in an amount exceeding the amounts invoiced by FLYNT during the 12 (twelve) months preceding the occurrence of the alleged damage.

Furthermore, FLYNT shall only be held liable if the Customer has filed a complaint, by certified letter with acknowledgment of receipt, within one month of the occurrence of the alleged damage.

10. Penalties for Violations

In the event of a breach of any of the provisions of the Contract, or more generally, a breach of laws and regulations by the Customer, FLYNT reserves the right to take any appropriate action and in particular to :

• suspend, remove or prevent access to the Services and the Application of the Customer, author of the breach or infringement, or having participated in it;

• remove any content related to the breach or violation in question, in whole or in part;
  

• take all appropriate measures and initiate any legal action;
  

• warn the competent authorities, if necessary, to cooperate with them and to provide them with all the information useful for the research and the repression of illegal or illicit activities;
  

11. Business References

The parties expressly and mutually authorize each other to use their respective names, trademarks and logos as well as the references of their websites, as commercial references, on any medium and in any form whatsoever, for the duration of the Contract and beyond, for a period of 5 (five) years.

12. Confidentiality

Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party of which it is the recipient.

With regard to FLYNT, the parties expressly agree that this obligation of confidentiality covers the personal data that FLYNT will be required to process on behalf of the Customer in the context of the Services. All such information is hereinafter referred to as " Confidential Information ".

With respect to the Customer, the Parties expressly agree that this obligation of confidentiality covers the cost of its Subscription, which it is prohibited from communicating to third parties, insofar as the rates are evaluated on a case-by-case basis, depending on the Customer's needs, the duration of its subscription, the number of establishments concerned, and that it may also have benefited from preferential rates.

The party receiving Confidential Information agrees not to disclose it without the prior consent of the other party, for a period of 5 (five) years from the end of the performance of the Services concerned. It may only pass them on to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as that provided for herein. This obligation does not extend to documents, elements, data and information:

(i) of which the party receiving them already had knowledge;
(ii) which were already public at the time of their communication or which would become public without breach of the Contract;
(iii) which would have been received from a third party in a lawful manner;
(iv) whose communication would be required by the legal authorities, in application of the laws and regulations or in order to establish the rights of a party under the Contract.

13. Execution of Studies and Statistics‍

FLYNT may use the data to which it has access in connection with the Services for the purpose of conducting studies and compiling statistics. FLYNT may share these studies and statistics with all of its customers, provided that it agrees to share only aggregated or statistical data that does not allow for the identification of a specific entity.
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For example, FLYNT may use data regarding the number of orders placed with restaurants in a given city to report: “The average number of orders placed this week in this city has decreased by 10% .”

The Customer expressly authorizes this use , which shall not be considered a violation of the “Confidentiality” section .
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14. Personal Data
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14.1 The Parties agree, each within its own sphere of responsibility, to comply with all legal and regulatory obligations applicable to them regarding the protection of personal data, including Law No. 78-17 of January 6, 1978, as last amended, known as the “Data Protection Act ” and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the “GDPR” (collectively, the “Applicable Regulations ”).

For the purposes of managing the contractual relationship between the Parties, each Party shall process the personal data of its contacts at the other Party in its capacity as a data controller within the meaning of the Applicable Regulations, for the duration of this Agreement. This processing is necessary for the legitimate interests of the Parties in ensuring the monitoring and proper performance of the Agreement and concerns only the contact information (including last name, first name, email address, and phone number) of the contacts. This data is retained for the period strictly necessary to manage the contractual relationship between the Parties.

The Parties’ staff, their audit departments (including the independent auditor), and their subcontractors may have access to the personal data collected.

This processing may give rise to the exercise by the Parties’ contacts of their rights under applicable regulations, namely:

(i) to obtain access to, and, where applicable, the correction or deletion of, data concerning them,
(ii) to request the erasure or restriction of processing,
(iii) to object to processing on legitimate grounds,
(iv) to lodge a complaint with a competent supervisory authority.  

To learn more about the management of their personal data and their rights, Customers are invited to review FLYNT’s privacy policy, available at:https://www.goflynt.io/politique-de-confidentialite
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14.2 As part of the Services, FLYNT is required to process personal data on behalf of the Customer in its capacity as a data processor, while the Customer acts as the data controller within the meaning of the applicable regulations. The characteristics of the processing operations are described in the Appendix to the Contract.

15. Information Sharing
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The Customer expressly authorizes FLYNT to collect, from the platforms and tools with which it collaborates (such as delivery platforms, point-of-sale software, and reservation tools), data concerning the Customer, for the purpose of optimizing the operation of the FLYNT application as well as the fulfillment of its mission to support the development of the Customer’s business and optimize the Customer’s revenue, provided that personal data is anonymized.

As such, the Customer indemnifies FLYNT against any liability in the event of a violation of the terms of use of third-party platforms.

FLYNT undertakes to keep strictly confidential the documents, materials, data, and information collected from the platforms and tools with which the Customer collaborates.

16. Subcontracting
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FLYNT reserves the right to engage subcontractors, selected according to security and compliance criteria, to provide related Services necessary for the fulfillment of its obligations under the Contract, which the Customer expressly agrees to on the sole condition that FLYNT informs the Customer in advance of the terms and conditions of such subcontracting.

In such cases, FLYNT undertakes to ensure that its subcontractors comply with the same contractual obligations to which FLYNT is subject under the Contract.

17. Social Regulations

FLYNT declares that it complies with the applicable tax and social security legislation, is up to date with the payment of social security contributions and is able to provide proof of compliance with the various obligations applicable in this regard, upon request by the Customer. FLYNT shall be obliged to provide the Customer, at the Customer's request and as often as necessary, until the end of the performance of the Contract, with the following documents:

(i) an identification card proving registration in the trade register or an extract of the registration in the trade and company register dated less than 3 (three) months (extract K or KBIS), or equivalent for a foreign company;
(ii) a certificate of provision of social declarations from the social protection body responsible for collecting the social contributions incumbent on FLYNT.

18. Force Majeure

Neither party shall be held liable for any temporary difficulties or inability to perform this Contract arising from force majeure. The parties agree that “force majeure” shall be understood to mean the events generally recognized as such under Article 1218 of the Civil Code and by French courts, including, but not limited to, strikes, terrorist acts, riots, insurrections, wars, government actions, epidemics, natural disasters, or failures attributable to a third-party telecommunications provider.

In the event of a force majeure situation that prevents a party from fulfilling its obligations and that continues for more than one month, these general terms and conditions may be terminated by either party via certified letter with acknowledgment of receipt, without either party being required to pay the other any compensation.

19. Effect of the Termination of the Contract

Upon termination of the Contract, for whatever reason, the Customer shall immediately cease all use of the Application and hand over to FLYNT all programs and documents relating thereto.

With the exception of anonymized data which is the property of FLYNT, FLYNT undertakes, in the event of termination of the Contract, whatever the cause, to proceed with the destruction of the data and information collected within the framework of the Contract and not to keep any copies. It is understood between the parties that the anonymized data is the property of FLYNT and is not affected by these provisions.

20. Modifications

FLYNT reserves the right to modify these general terms and conditions at any time.

The Customer shall be informed of these modifications by any useful written means, including by email at least 1 (one) month before they come into force.

Once they come into force, the modified terms and conditions shall apply from the date of renewal of the Subscription.

If the Customer does not accept the new terms and conditions, it must terminate the Contract in accordance with the terms and conditions set out in the article " Duration of the Contract, termination ".

21. Applicable Law and Jurisdiction

The Contract is subject to French law and shall be governed by and interpreted in accordance with such law.

Any dispute that may arise in connection with its validity, interpretation, or performance shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (France), unless otherwise required by mandatory procedural rules.

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Appendix: Processing of Personal Data

1. Features

As part of the Services, FLYNT processes personal data on behalf of the Customer in its capacity as a data processor, while the Customer acts as the data controller within the meaning of the applicable regulations.

The characteristics of the processing are as follows:

2. Processing Instructions

FLYNT agrees to process personal data only for the purposes listed in Article 1 of this Annex and in accordance with the Customer’s documented instructions, including with respect to the transfer of data outside the European Union. FLYNT agrees to notify the Customer if, in FLYNT’s opinion, an instruction constitutes a violation of the applicable Regulations. FLYNT reserves the right to suspend processing until the Customer amends the instruction in question so that it no longer violates the applicable regulations, without incurring any contractual liability as a result of such suspension. This suspension shall not give rise to any refund of the price of the Services for the period of suspension. If the Customer does not amend but maintains the instruction in question, FLYNT reserves the right to terminate the Contract immediately and without charge.

Furthermore, if FLYNT is required to transfer data to a third country or an international organization under the law applicable to the Contract, FLYNT must inform the Customer of this legal obligation prior to processing, unless the relevant law prohibits such notification for compelling reasons of public interest.

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3. Data Security and Privacy

Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of the processing, as well as the risks—including their likelihood and severity—to the rights and freedoms of natural persons, FLYNT implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, among other things, as necessary:
a) pseudonymization and encryption of personal data;
b) measures to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
c) measures to restore the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident;
d) a procedure to regularly test, analyze, and evaluate the effectiveness of the technical and organizational measures to ensure the security of processing.

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4. Other sub-processors

FLYNT is authorized to engage the sub-processors (the “Subsequent Sub-processor(s) ”) listed below to conduct specific processing activities:

In the event of a change to the list of authorized Subprocessors, FLYNT will notify the Customer in advance and in writing. This notification must clearly specify the outsourced processing activities, as well as the identity and contact information of the Subprocessor. The Customer has 15 days from the date of receipt of this information to raise legitimate and substantiated objections. If no objections are raised within this period, the Customer shall be deemed to have accepted the use of the sub-processor. In the event of persistent objections by the Customer, the Parties shall meet in good faith and use their best efforts to discuss a resolution. FLYNT may choose to (i) not engage the sub-processor or (ii) implement the corrective measures requested by the Customer in connection with the objections raised and engage the sub-processor. 

The Sub-processor is required to comply with the obligations of this Contract on behalf of and in accordance with the Customer’s instructions. It is FLYNT’s responsibility to ensure that the Sub-processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the applicable Regulations. If the Sub-processor fails to fulfill its data protection obligations, FLYNT remains fully liable to the Customer for the Sub-processor’s performance of its obligations.
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5. Data Transfer Outside the European Union

FLYNT is authorized to transfer personal data processed under the Contract to countries outside the European Union, provided that appropriate safeguards are in place as defined in Chapter V of the GDPR.
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6. Assistance and Provision of Information

FLYNT is committed to:
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• Assist the Customer and respond as promptly as possible to any request for information submitted to it by the Customer, whether in connection with an impact assessment or a request submitted by data protection authorities or the Customer's data protection officer;

• To the extent possible, assist the Customer in fulfilling its obligation to respond to requests submitted by data subjects seeking to exercise their rights under applicable regulations. If requests are sent directly to FLYNT, FLYNT shall (i) forward such requests to the Customer as soon as possible via email to the address provided by the Customer, and (ii) acknowledge receipt of the requests, informing the data subjects that the requests have been forwarded to the Customer, who will respond to them in its capacity as the data controller;
  

• Notify the Customer as soon as possible after becoming aware of any breach involving personal data related to the processing covered by the Contract and provide the Customer with all relevant information and documentation regarding such breach.
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7. Data Fate

FLYNT agrees, at the Customer’s discretion, to delete the personal data upon expiration of the Contract or to return it to the Customer and not to retain any copies, unless required by applicable regulations. The Customer has one month from the end of the Contract to exercise this choice. After this period, FLYNT will delete all personal data.
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8. Reuse of Data by FLYNT

The Customer hereby authorizes FLYNT to process the personal data collected in connection with the Services (including login and identification data) for the purpose of improving FLYNT’s services, and in particular to compile statistics on how the Solution is used by Users. FLYNT will act in this context as a data controller within the meaning of applicable regulations and, as such, undertakes to comply with legal provisions regarding data protection in connection with the aforementioned processing activities.
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9. Customer Obligations towards FLYNT

The Customer agrees to:
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• provide FLYNT with the personal data referred to in Article 1 of this Annex, excluding any personal data that is irrelevant, disproportionate, or unnecessary, and excluding any “special category” data as defined by the applicable regulations, unless such processing is justified, with the Customer being responsible for establishing such justifications and for taking all appropriate measures—including prior notification, obtaining consent, and security measures—for such special categories of personal data;

• collect, under its own responsibility, in a lawful, fair, and transparent manner, the personal data provided to FLYNT for the purpose of providing its services, and, in particular, ensure that there is a legal basis for such collection and that the data subjects are provided with the required information;
  

• maintain a record of processing activities and, more generally, comply with the principles set forth in the applicable regulations;
  

• Ensure, both prior to and throughout the entire duration of the processing, compliance with the obligations set forth in the applicable regulations.
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The Customer declares and warrants that it acts as a data controller and possesses, prior to any transmission of data to FLYNT, the appropriate legal basis (consent, legitimate interest, contractual performance, etc.) allowing FLYNT to process the data.

As such, it is the Customer’s sole responsibility:
(i) to provide data subjects with complete and transparent information regarding the purpose of the processing, in accordance with Articles 13 and 14 of the GDPR;
(ii) to obtain, where applicable, the free, specific, informed, and unambiguous consent of the data subjects;
(iii) to manage requests from data subjects to exercise their rights (access, erasure, objection, etc.).
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