1. Definitions

a. General definitions used in these general terms of service

Under these General Terms of Sale and Services, all the following terms, with initial capital letters, have the meanings indicated below and are understood in both singular and plural:

• Menu: Refers to a Menu regarding an Establishment published by CARTE DE RESTAURANT via the Site and, where applicable, the Application;
• Application: Software solution that allows the User to use the Features and Services offered by CARTE DE RESTAURANT;
• CGU: Refers to the General Terms of Use made available on the CARTE DE RESTAURANT Site. They define and limit the conditions of use for any person who accesses and uses the Site;
• Account: Access system requiring an identifier and a password, allowing the Client to manage their registration;
• Data: Any element (information, texts, photographs, messages, etc.) relating to the Client and implemented within the Site and Services;
• Personal Data: Refers to any information relating to an identified or identifiable natural person; a natural or legal person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more specific elements specific to their physical, physiological, genetic, mental, economic, cultural or social identity;
• Establishment(s): Refers to all establishments (including but not limited to: restaurant, bar, brasserie…) owned by the Restaurateur or occupied by the Restaurateur on their behalf, and in which they offer a service to the Guest;
• Feature: Each element implemented, accessible and usable within the various Services;
• CARTE DE RESTAURANT: Website owned by the web agency ID&A, a limited liability company with a capital of 2,000 euros, headquartered at 17 rue Verdeau 33400 TALENCE, registered with the Bordeaux Trade and Companies Register under number 488 361 999, represented by Mr. Nicolas BALLION and Mr. Éric JULIAN, in their capacity as co-managers;
• Guest: Refers to a User who has visited an Establishment and used a Menu;
• Access Methods: Methods and/or functions by which a Client can access one or more Services in order to use them for their own needs;
• Operator: Company operating various electronic communications networks necessary for accessing and using the Services;
• Party: Persons who have signed and adhere to the CGS and the obligations contained therein;
• Restaurateur: Refers to any legal entity or natural person who owns or legally occupies an Establishment in order to offer a Menu that can be consulted on the Site or, where applicable, the Application;
• Services: All services provided by CARTE DE RESTAURANT and accessible via Access Methods;
• Site: The CARTE DE RESTAURANT website, namely: https://carte-de-restaurant.fr/;
• Third Party: Refers to natural or legal persons who are not bound by common ownership or control to CARTE DE RESTAURANT or other individuals unrelated to CARTE DE RESTAURANT and/or the User;
• User: Refers to any natural or legal person accessing the Site.

b. Principles of interpretation

Reference to the General Terms of Use and/or Service or to any other contract or document refers to these General Terms or any other contract or document as may be amended.

The headings of Articles and paragraphs are used for guidance purposes only and shall not affect the interpretation of these General Terms.

Unless the context otherwise requires, references to Articles and Annexes shall mean the Articles and Annexes of these General Terms.

The computation of time limits shall be carried out under the conditions provided for in Articles 640 and following of the Code of Civil Procedure.

The words “including”, “including” and “in particular” shall be interpreted as referring to examples only and shall not limit the generality of the words preceding them.

2. Identity of the provider

The Site and Services are made available to Restaurateurs by the company ID&A, a limited liability company with a capital of 2,000 euros, headquartered at 17 rue Verdeau 33400 TALENCE, registered with the Bordeaux Trade and Companies Register under number 488 361 999, represented by Mr. Nicolas BALLION and Mr. Éric JULIAN, as co-managers.

3. Site description and service description

CARTE DE RESTAURANT provides an online platform, accessible at https://carte-de-restaurant.fr/, allowing for the provision of a digital Menu detailing the Restaurateur’s menu to a Guest and enabling access via the Guest’s smartphone.

In this regard, the Site allows Restaurateurs to create and manage Menus and to provide their contact details.

The Guest wishing to access a Menu scans a QR code provided in the Establishment using their personal smartphone and thereby accesses the Restaurateur’s Menu.

At no time does CARTE DE RESTAURANT intervene in the relationship between the Restaurateur and the Guest, with the Services relating solely to the provision of Menu creation services for Restaurateurs and Menu access services for Guests.

In addition, the Site allows the User to access:

• the list of Establishments that have placed their trust in CARTE DE RESTAURANT.

Therefore, CARTE DE RESTAURANT offers Restaurateurs wishing to have a digital Menu the opportunity to list their Establishment on the website https://carte-de-restaurant.fr/.

These Services are accessible on the Site https://carte-de-restaurant.fr/ and, where applicable, in the form of a mobile, tablet and other smart device application and interfaces.

The Site https://carte-de-restaurant.fr/ is available in French, English and Spanish.

4. Purpose of the General Terms of Service

The purpose of these General Terms is to define the conditions and terms under which CARTE DE RESTAURANT makes its Services, and those it may develop in the future, available to Restaurateurs.

5. Scope of the General Terms of Service

These General Terms of Service apply, without restriction or reservation, to all Users of the CARTE DE RESTAURANT Site and its Services.

These General Terms of Service are accessible at any time on the Site and shall prevail, where applicable, over any other version or conflicting document.

6. Acceptance of the General Terms of Service

Restaurateurs declare that they have read these General Terms of Service and the General Terms of Use of the Site and have accepted them by checking the box provided for this purpose during registration.

Registration of the Restaurateur on the Site constitutes acceptance without restriction or reservation of these GTS.

The Restaurateur who accepts the GTS also accepts:

• The General Terms of Use (CGU) of the Site;
• The legal notices of the site;
• The data protection policy;
• The Services, their provision and execution;
• Prices;
• All elements relating to the Services offered and exclusively described on the Site https://carte-de-restaurant.fr/;
• Any informative and/or additional document regarding the Site https://carte-de-restaurant.fr/ and CARTE DE RESTAURANT Services;

Any dispute concerning any of these points shall be governed by the last article of these terms.

The Site, the Application, and the Services are intended solely for adults with legal capacity. Registration on the Site or, where applicable, on the Application by a minor is strictly prohibited, except with the prior and express consent of their legal representatives.

It is reminded that, in accordance with Article 1119, paragraph 1 of the Civil Code, once the client has read and accepted the general terms and conditions of use, each clause thereof is binding on them and may be invoked against them.

7. Modification of the General Terms of Service

These GTS may be amended at any time by CARTE DE RESTAURANT, unilaterally and without notice.

The GTS applicable to the Restaurateur are those in force on the CARTE DE RESTAURANT Site on the day of use by the Restaurateur, and thereafter with each modification, or on the day of the Restaurateur’s visit to the CARTE DE RESTAURANT Site.

Any modification to the GTS shall be communicated to the Client from the CARTE DE RESTAURANT Site directly.

8. Cooling-off period

The parties do not intend to condition their commitment to a cooling-off period, this contract shall take effect on the day the Restaurateur validates the order.

9. Right of withdrawal

a. Consumer Client within the meaning of the consumer code

The Restaurateur understands and accepts that the Services will be provided to them upon registration and/or upon placing their order for Paid Options.

The Services will therefore be fully performed before the end of the fourteen (14) calendar days withdrawal period available to the Restaurateur.

The Restaurateur expressly waives their right of withdrawal by accepting the general terms of service (Article L. 221-28 of the Consumer Code).

b. Professional Client within the meaning of the consumer code

In accordance with Article L121-16-1 III of the Consumer Code, the Professional Client, as defined in this article of the Consumer Code, shall not have a right of withdrawal.

10. Description of services available on the site for Restaurateurs with an account

As stated in the CGU, Restaurateurs with a User Account can benefit from the following Services, subject to the chosen Subscription Plan:

• create a digital menu for their Establishment;
• add dishes and/or menus to the Menu;
• add photos to the Menu;
• add comments to the Menu;
• add video links to the Menu;
• create additional Menu(s);
• display and edit Establishment contact details;
• share the Menu on CARTE DE RESTAURANT partner sites and social networks;
• assistance in creating the first Menu by CARTE DE RESTAURANT;
• creation of personalized flyers or posters by CARTE DE RESTAURANT (printing not included and at the Restaurateur’s expense);
• optimization of the Menu on Internet search engines.

11. Commitments of the parties to the General Service Conditions

a. Commitments of the Restaurateur

The Restaurateur understands and agrees that its relationship with CARTE DE RESTAURANT is limited to being an independent third-party co-contractor, and not an employee, agent, co-entrepreneur, or partner of CARTE DE RESTAURANT for any reason whatsoever.

The Restaurateur acts exclusively on its own behalf and for its own benefit, and not on behalf of or for the benefit of CARTE DE RESTAURANT.

The Restaurateur agrees not to do anything to create the false impression that it is endorsed by, in partnership with, or acting on behalf or for the benefit of CARTE DE RESTAURANT, including through improper use of any intellectual property of CARTE DE RESTAURANT.

CARTE DE RESTAURANT disclaims any responsibility or involvement in communications between the Restaurateur and the Guest.

Service fees are exclusively charged by CARTE DE RESTAURANT to the Restaurateur based on the chosen plan.

The service fees cover the use of the Site and the use of Features according to the chosen subscription plan, in addition to providing a functional and secure site.

b. Commitments of CARTE DE RESTAURANT

The Site, the Application, and the Services constitute an online platform on which Restaurateurs can create digital Menus for Establishments that Guests can consult for information on the menus offered by said Establishments.

CARTE DE RESTAURANT only offers a service for the creation and online publication of Menus published by Restaurateurs and their referencing.

CARTE DE RESTAURANT does not intervene at any time in the relationships between the Restaurateur and a Guest.

CARTE DE RESTAURANT grants to the Restaurateur:

• a right of access to the Site’s Services under the conditions defined below;
• a right to use the Features.

CARTE DE RESTAURANT undertakes to publish the Restaurateur’s Menus subject to the conditions detailed in the T&Cs and herein regarding Menu publication.

The Restaurateur understands and agrees that CARTE DE RESTAURANT is not a party to any agreement between it and Guests, and that CARTE DE RESTAURANT does not act as a restaurant.

CARTE DE RESTAURANT exercises no control over the behavior of Guests and other Users of the site, Application, and Services, or over Establishments.

CARTE DE RESTAURANT excludes all liability in this regard to the extent permitted by law.

12. Obligations of the Restaurateur

During the commitment period, the Restaurateur must comply with:

• These GCS;
• The Site’s T&Cs;
• The conditions for creating the Menu.

a. Administrative procedures

The Restaurateur guarantees to CARTE DE RESTAURANT that it complies with the legislative and regulatory provisions relating to catering and food service establishments.

b. Truthfulness of the Menu

The Restaurateur affirms that the information it transmits to CARTE DE RESTAURANT and to Guests through the Menu is complete and truthful. Any inaccuracies in the Restaurateur’s statements may incur its liability.

e. Force majeure

The Restaurateur shall not be liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.

13. Publication of Menus

Menus published on the CARTE DE RESTAURANT Site are created with information provided by Restaurateurs.

The Restaurateur is solely responsible for the accuracy of the Menu published on the Site.

CARTE DE RESTAURANT cannot be held liable for inaccuracies in such information.

a. Menu publication terms

CARTE DE RESTAURANT allows Restaurateurs to include more or fewer elements in their Menus, notably through formulas detailed in the “Our different formulas” section.

b. Photo credits

The Restaurateur is free to publish photos to enhance its Menu. The Restaurateur must have rights to use the photos and other elements published, as well as authorization for internet distribution, if applicable.

CARTE DE RESTAURANT will not make any retouching or modification to published photos, nor any prior review.

CARTE DE RESTAURANT may use photos posted by the Restaurateur for advertising and SEO purposes on Internet search engines.

14. Positioning of Establishments in Site references

CARTE DE RESTAURANT reminds that the order of Establishments is determined automatically and randomly.

Therefore, CARTE DE RESTAURANT cannot guarantee the order of Establishments on the Site’s references page.

15. Subscription plans

a. Choice of Subscription plan

The different Subscription plans available to the Restaurateur are determined and updated on the Site at the following URL: https://carte-de-restaurant.fr/en/#formules

When ordering a Subscription, the Restaurateur selects on the Site the Subscription plan it wishes to benefit from, according to the Services it desires to order, as per the modalities and process presented on the Site.

Contractual information is presented in French and is confirmed at the latest upon validation of the order by the Restaurateur.

Registration of an order on the Site is made when the Restaurateur accepts these General Service Conditions by checking the appropriate box and validates its order.

The Restaurateur has the possibility to verify the details of its order, the total price, and to correct any errors before confirming its acceptance.

This validation implies acceptance of the entire General Service Conditions and constitutes proof of the contract.

It is therefore up to the Restaurateur to verify the accuracy of the order and to immediately report any errors.

The sale of Services will be considered final only after the Customer has received confirmation of acceptance of the order by the Seller, by email, and after receipt by the Seller of the full price.

Any order placed on the Site constitutes the formation of a contract concluded remotely between the Restaurateur and CARTE DE RESTAURANT.

CARTE DE RESTAURANT reserves the right to cancel or refuse any order from a Customer with whom there is a dispute concerning payment of a previous order.

Once confirmed and accepted by the Seller, under the conditions described above, the order cannot be modified. However, the Restaurateur may contact CARTE DE RESTAURANT to discuss a possible modification of the chosen Subscription plan, such modification requiring express and prior agreement from CARTE DE RESTAURANT.

Once confirmed and accepted by CARTE DE RESTAURANT, under the conditions described above, the order cannot be canceled, except in cases of withdrawal or force majeure.

b. Duration of the Subscription

Paid Subscription plans, namely “Basic,” “Pro,” and “Premium” offers, are subscribed for a commitment period of 12 (twelve) months from the validation of the Order. However, the Restaurateur may terminate the subscribed Subscription at any time as defined in the conditions of the TERMINATION – FINANCIAL IMPACTS article herein.

c. Subscription Renewal

Regarding paid Subscriptions, and unless terminated by the Restaurateur under the conditions of the TERMINATION – FINANCIAL IMPACTS article herein, the Subscription to the Site is automatically renewed for a duration identical to that initially subscribed.

The Restaurateur has the option to not renew its Menu and request CARTE DE RESTAURANT for the total deletion of its menu.

16. Service fees and prices

a. Price of Services

The consideration for the Services consists exclusively of the payment of the price related to the chosen Subscription plan by the Restaurateur.

On its Site, CARTE DE RESTAURANT notably offers Restaurateurs the possibility to enhance their Menu by subscribing to one of the subscriptions described in the “Our different formulas” tab.

To benefit from Services dedicated to Restaurateurs, the Restaurateur can subscribe to paid Subscription plans.

The Services offered by the Provider are provided at the rates in effect on the CARTE DE RESTAURANT website at the following URL: https://carte-de-restaurant.fr/en/#formules

Prices are excluding VAT.

They will be increased by the VAT rate in force on the date of the order.

The rates take into account any discounts granted by CARTE DE RESTAURANT under the conditions specified on the Site.

These rates are firm and non-revisable during their validity period, as indicated on the Site, with CARTE DE RESTAURANT reserving the right, outside this validity period, to modify prices at any time.

An invoice is issued by the Provider and given to the Restaurateur upon provision of the ordered Services.

b. Price payment terms

The price is payable in full on the day of placing the order by the Restaurateur, by secure payment method according to the following terms:

• by credit cards: Carte Bancaire, Visa, MasterCard, American Express, other credit cards;

Payment by credit card is irrevocable, except in cases of fraudulent use of the card. In this case, the Restaurateur may request cancellation of the payment and refund of the corresponding amounts.

CARTE DE RESTAURANT will not be required to provide the Services ordered by the Customer if the price has not been previously paid in full under the conditions and above indicated.

Payments made by the Customer will be considered final only after effective collection of the amounts due by the Provider.

c. Late payment penalties

In case of late payment and payment of sums due by the Customer beyond the contractually fixed deadline, and after the payment date on the invoice sent to it, late payment penalties will be automatically and immediately acquired by CARTE DE RESTAURANT, without any formalities or prior notice.

These late payment penalties will be calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, without this rate being able to be lower than three times the legal interest rate in force on that date (depending on the due date, the applicable ECB rate during the first half of the year concerned will be the rate in force on January 1st of the year and that applicable during the second half will be the rate in force on July 1st of the year).

The Customer will also be liable for the flat-rate indemnity for recovery costs in commercial transactions provided for in Articles L.441-10 and D.441-5 of the Commercial Code, as well as any additional indemnity upon justification.

17. Sponsorship

A Restaurateur subscribed to a paid Subscription plan may benefit from financial advantages if they choose to sponsor other Restaurateurs who register on the Site.

In this regard, any Restaurateur wishing to sponsor another Restaurateur who does not yet have an Account can provide them with a referral code provided by CARTE DE RESTAURANT.

Under this framework, the sponsored Restaurateur will receive a 10% discount on the total amount of their subscription, excluding options, for the first year of subscription exclusively.

The details of the benefits granted to the Restaurateur in case of sponsorship are recalled and updated at the following URL: https://carte-de-restaurant.fr/en/frequently-asked-questions/

18. Termination

At any time, the Restaurateur has the right to unsubscribe from the Site, Application, and Services without any additional fees.

The Restaurateur can terminate their Account by filling out the form available at https://carte-de-restaurant.fr/en/contact-us/ or by sending a registered letter with acknowledgment of receipt addressed to CARTE DE RESTAURANT.

Upon receipt of the termination request, the Account will be deleted within a maximum period of 48 hours.

The Restaurateur’s unsubscription terminates the contract between them and CARTE DE RESTAURANT. The Restaurateur will no longer have access to their personal Account.

19. Termination – Financial Implications

The Structure’s unsubscription terminates the contract between them and CARTE DE RESTAURANT. The Restaurateur will no longer have access to their User Account, and their Menus will be promptly removed from the Site by CARTE DE RESTAURANT.

Any termination of a Subscription does not entitle to a refund of already paid Service fees.

20. Advertising and Search Engine Optimization

CARTE DE RESTAURANT reserves the right to reference the Menu and/or photos published by the Restaurateur on third-party search engines, strictly as part of its commercial prospecting, external communication, and advertising efforts.

21. Non-Performance

It is recalled that, in accordance with Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform theirs and if this non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the contract or fundamentally disrupt its economic balance.

The suspension of performance will take effect immediately upon receipt by the defaulting Party of the notice of default sent for this purpose by the injured Party indicating the intention to apply the non-performance exception, until the defaulting Party remedies the observed breach, notified by registered letter with acknowledgment of receipt or any other durable written medium providing evidence of sending.

This non-performance exception may also be used preventively, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one Party will not fulfill their obligations by the due date and that the consequences of this non-performance are sufficiently serious for the injured Party.

This option is used at the risk and peril of the Party initiating it.

The suspension of performance will take effect immediately upon receipt by the presumed defaulting Party of the notice of intention to apply preventive non-performance exception until the presumed defaulting Party performs the obligation for which future breach is evident, notified by registered letter with acknowledgment of receipt or any other durable written medium providing evidence of sending.

However, if the impediment were definitive or persisted beyond 30 days from the date of acknowledgment of the impediment by registered letter with acknowledgment of receipt, these terms would be purely and simply terminated according to the terms defined in the Resolution for breach of a Party’s obligations article.

22. Proof

By mutual agreement of the parties, the computer records kept by CARTE DE RESTAURANT constitute evidence of the transmissions and processing carried out.

It is up to CARTE DE RESTAURANT to keep these records under conditions ensuring the security and integrity of the Data.

23. Pre-contractual Information and Acceptance

By accepting these General Service Conditions, the Restaurateur acknowledges that all information referred to in Article L. 221-5 of the Consumer Code has been communicated to them in a clear and understandable manner, namely:

• information regarding the identity of CARTE DE RESTAURANT and its contact details;
• the functionalities of the digital content and, where applicable, its interoperability;
• the essential characteristics of the Services, considering the communication medium used and the Service concerned;
• the price of the Services and any additional fees;
• the date or deadline by which the Provider undertakes to provide the ordered Services;
• information regarding the right of withdrawal;
• accepted means of payment.

24. Modifications to the General Service Conditions

These General Service Conditions may be modified at any time by CARTE DE RESTAURANT, unilaterally and without prior notice.

The applicable General Service Conditions are those in force on the day of subscription to a Subscription, any new subscription to a new subscription or modification of a subscription implying acceptance, where applicable, of the new General Service Conditions applicable on the day of this new subscription.

25. Intuitu Personae

Since this contract is concluded “intuitu personae,” the parties undertake not to transfer, for any reason and in any form whatsoever, for consideration or free of charge, the contract or any of their rights and obligations to a third party, and not to entrust a third party with the execution of all or part of their contractual obligations.

However, these prohibitions cannot be opposed to mandatory legal obligations or to the prior written authorization of the parties.

26. Unforeseen Events

In the event of unforeseen changes in circumstances at the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the party that did not agree to bear an excessively burdensome performance risk may request renegotiation of the contract from their co-contractor.

27. Partial Nullity – Independence of Clauses

The possible cancellation of one or more clauses of this contract by a court decision or by mutual agreement between the Parties shall not affect its other provisions, which shall continue to produce their full effects provided that the general economy of the contract can be preserved.

28. Language

By express agreement between the parties, these General Service Conditions are governed by French law.

They are drafted in French. In the event that they are translated into one or more languages, only the French text shall prevail in the event of a dispute.

29. Applicable Law

These GSC are governed by French law.

30. Competent Jurisdiction

All disputes arising from this contract, concerning its validity, interpretation, execution, resolution, consequences, and aftermath, shall be submitted to the competent court under the conditions of common law.

Prior to any legal proceedings, the parties shall attempt to settle their disputes amicably through conventional mediation.