Terms of Service

1. Parties and definitions

These Terms of Service (the “Agreement”) are entered into between RIGHT HOTELS SAS, a société par actions simplifiée with share capital of 10 000 EUR, registered under SIREN 849 917 208, SIRET 84991720800035, VAT number FR33 849917208, RCS Bobigny 849 917 208, whose registered office is at 7 Allée Jacques Cartier, 93160 Noisy-Le-Grand, France, chaired by its President Bouzbid Thimothée (“Hotelminder”, “we”, “us”), and the professional hotel operator that subscribes to one or more of the modules or advisory services listed at mindermod.org (the “Customer”, “you”). Hotelminder is an independent advisory and an editorial marketplace for hoteliers already using SiteMinder. In this Agreement, “Service” means the aggregate of the advisory conversations, the curated shortlist, the subscribed modules connecting to the Customer’s SiteMinder tenant, the authenticated dashboard, and the ancillary editorial guides that are made available to the Customer through mindermod.org. “SiteMinder” means SiteMinder Limited, an Australian company, with which Hotelminder has no capital, contractual or reseller link, as further disclosed at Section 3 below. “Party” means Hotelminder or the Customer individually; “Parties” means both together. “Subscription” means the periodic commercial relationship under which the Customer receives the Service against payment of the applicable Fees.

2. Object — subscription and services

Subject to the terms of this Agreement, Hotelminder grants to the Customer, for the duration of the Subscription and for the properties expressly listed in the order form, a non-exclusive, non-transferable, non-sub-licensable right to access and use the Service in accordance with the applicable documentation. The Service comprises three complementary layers: (a) an advisory layer, staffed by hotelier-experienced advisors, made available through scoping calls, on-property visits when contracted separately, and written follow-up; (b) a curated marketplace layer, from which the Customer selects the modules that best fit its property and its distribution stack; and (c) an operational layer, in which the selected modules are provisioned against the Customer’s SiteMinder tenant using API Credentials that the Customer supplies and retains full control over. Hotelminder undertakes to deliver the Service with the diligence expected of a specialist advisor; each module is described in its own editorial page which forms part of this Agreement by reference.

3. SiteMinder integration disclosure

Hotelminder is neither a subsidiary, nor an agent, nor an authorised reseller, nor a value-added distributor of SiteMinder Limited or of any entity of the SiteMinder group. The word “SiteMinder” is used at mindermod.org strictly in its factual sense, to describe the third-party distribution and connectivity platform on which the Customer has decided to run its own business, and against which our curated modules integrate through the official public interfaces exposed by SiteMinder. The Customer’s underlying contract with SiteMinder is a separate legal relationship to which Hotelminder is not a party; the Customer alone is responsible for compliance with SiteMinder’s own terms, for the integrity of the SiteMinder tenant and for the API Credentials it chooses to grant to our modules. Hotelminder disclaims any responsibility for changes made to the SiteMinder platform by SiteMinder itself, for outages of the SiteMinder platform, or for actions taken by SiteMinder in relation to the Customer’s tenant.

4. Fees and billing

All Fees are stated in euros (EUR), exclusive of VAT, and are payable in advance on a monthly cadence. The applicable monthly Fee for each module is the one published on the relevant module page at the date the Customer confirms the Subscription; changes to that Fee only take effect at the beginning of the next monthly cycle following at least thirty (30) days’ notice given by e-mail to the dashboard administrator. The first month of a new module is included with the onboarding fee for the properties concerned by the pilot pack, without any obligation to renew. Invoices are issued at the beginning of each monthly cycle and are made available in the dashboard and by e-mail to the billing contact of the Customer. Payment is due within thirty (30) days from the invoice date. Optional advisory add-ons (for instance an on-property visit) are quoted separately, are billed on issuance of the quote and are governed by the applicable statement of work.

5. Payment terms and late fees

Payment is made by SEPA direct debit against the IBAN supplied by the Customer in the dashboard, or by card via Stripe. In accordance with Article L441-10 of the French Code de commerce, any sum not paid on its due date bears, without any prior formal notice being required, late interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) percentage points, together with a fixed indemnity for recovery costs of forty (40) euros per invoice under Article D441-5 of the same Code. Additional recovery costs incurred by Hotelminder on justification may also be reclaimed. In the event of persistent non-payment, Hotelminder reserves the right to suspend access to the Service upon fifteen (15) days’ notice remaining without effect, without such suspension amounting to a breach of this Agreement.

6. Term and termination

The Subscription enters into force on the date on which the Customer confirms the order and continues for successive monthly periods, tacitly renewed unless terminated. Either Party may terminate the Subscription at any time, with or without cause, by written notice given at least thirty (30) days before the end of the current monthly period; such notice takes effect at the end of the monthly period in which the notice period expires and does not entitle the Customer to a refund of any Fee paid for the notice period itself. Hotelminder may terminate this Agreement with immediate effect (i) if the Customer fails to pay an undisputed invoice within thirty (30) days of receiving a formal notice to pay, (ii) if the Customer materially breaches this Agreement and fails to cure the breach within fifteen (15) days of receiving a written cure notice, (iii) if the Customer engages in conduct that manifestly infringes the Acceptable Use Policy at /legal/aup, or (iv) if the Customer becomes insolvent, ceases business or is subject to a collective procedure. Upon termination the Customer loses access to the Service; personal data is returned or deleted in accordance with the Data Processing Addendum at /legal/dpa.

7. Right of withdrawal

Where the Customer qualifies as a consumer within the meaning of the preliminary article of the Code de la consommation, the Customer benefits from the right of withdrawal set out at Article L221-18 of that Code, i.e. a period of fourteen (14) calendar days from the conclusion of the contract to withdraw from the Service without giving any reason and without paying any penalty other than the pro-rata price of any service already fully performed with the Customer’s prior express consent under Article L221-25 of the same Code. Because the Service is a business-to-business advisory subscription addressed at hoteliers, the Customer will normally be acting for professional purposes and therefore outside the scope of Articles L221-18 and following. Nonetheless, and as a matter of contractual courtesy, Hotelminder extends a fourteen (14) day withdrawal window from the date of the first invoice, exercised by written notice to billing@mindermod.org, in accordance with the Refund Policy at /legal/refund. The extension is expressly disclosed here so that no Customer can claim to have been surprised by its scope.

8. Intellectual property and license grant

All intellectual property rights in and to the Service, the mindermod.org website, the shortlist, the editorial guides, the software components of the modules and their documentation are and remain the exclusive property of Hotelminder or of its licensors. This Agreement grants the Customer a personal, non-exclusive, non-transferable, non-sub-licensable, revocable right to access and use the Service for the term and for the purposes of the Subscription. The Customer retains all rights in its own content, including the guest data flowing through the subscribed modules, and grants Hotelminder a limited license to host, process and display that content strictly as necessary for delivering the Service. Any feedback that the Customer voluntarily shares regarding the Service — for instance a suggestion during a scoping call — may be used by Hotelminder to improve the Service without owing any consideration.

9. Confidentiality

Each Party undertakes to keep confidential any information marked as confidential or that a reasonable professional would understand to be confidential, and to use such information exclusively for the performance of this Agreement. This obligation continues for three (3) years after termination. It does not apply to information that (i) is or becomes public without breach, (ii) was already lawfully known before disclosure, (iii) was independently developed without use of the confidential information, or (iv) must be disclosed in application of a compulsory legal instrument, in which case the receiving Party notifies the disclosing Party in advance where legally permitted.

10. Data protection

The Parties recognise that personal data flowing through the Service is subject to the RGPD and to the Loi Informatique et Libertés. Where the Customer is the controller of guest data transiting through a subscribed module, and where Hotelminder acts as processor on the Customer’s instructions, the Article 28 RGPD instrument between the Parties is the Data Processing Addendum available at /legal/dpa, which is incorporated in this Agreement by reference. Where Hotelminder acts as an autonomous controller for its own purposes (marketing, invoicing, security), the applicable notice is the Privacy Policy at /legal/privacy. In case of a personal data breach, the Parties cooperate in good faith to comply with Articles 33 and 34 RGPD within the seventy-two (72) hour notification window.

11. Warranties and disclaimers

Hotelminder undertakes to deliver the Service with the level of professional diligence expected of a specialist advisor, in a manner materially conforming to the applicable module documentation. To the maximum extent permitted by law, Hotelminder disclaims any other warranty, whether express or implied, including any implied warranty of merchantability, of fitness for a particular purpose or of non-infringement. The advisory layer is provided as informed guidance based on the advisor’s experience of comparable properties; it does not amount to a guarantee of a specific commercial result. Hotelminder does not warrant that the Service will be uninterrupted or free of defects; planned maintenance windows are announced in advance and unplanned incidents are addressed under the applicable incident-response commitments.

12. Limitation of liability

To the maximum extent permitted by law, and except in cases of gross negligence or wilful misconduct which cannot be excluded under French law, the aggregate liability of Hotelminder for any and all claims arising out of or in connection with this Agreement, whether based on contract, tort or any other legal ground, shall not exceed the total amount of Fees paid by the Customer to Hotelminder in the twelve (12) months preceding the event that gave rise to the claim. Hotelminder shall not be liable for indirect or consequential damages, including loss of profit, loss of turnover, loss of business, loss of reputation, loss of contracts or loss of expected savings. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under mandatory French law, including liability for personal injury or fraud.

13. Force majeure

Neither Party shall be liable for a failure or a delay in performing an obligation of this Agreement to the extent that such failure or delay results from a case of force majeure within the meaning of Article 1218 of the French Code civil, i.e. an event beyond the reasonable control of the affected Party, which could not reasonably have been anticipated at the time of conclusion of the Agreement and whose effects could not be avoided by appropriate measures. The affected Party notifies the other Party without undue delay and both Parties cooperate in good faith to mitigate the effects; if the force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement without owing any indemnity.

14. Assignment

The Customer may not assign, transfer or novate this Agreement, in whole or in part, without the prior written consent of Hotelminder. Hotelminder may assign this Agreement to any successor arising out of a merger, an acquisition, a transfer of assets or a corporate reorganisation, subject to the successor undertaking to perform the Agreement on the same terms, in which case the Customer is notified in advance.

15. Governing law

This Agreement is governed exclusively by French law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Jurisdiction

Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall fall within the exclusive jurisdiction of the Tribunal de Commerce de Bobigny, notwithstanding plurality of defendants or third-party claims, including for interim or summary proceedings. Prior to any judicial action, the Parties undertake to attempt an amicable settlement within thirty (30) days of a written notice of dispute; the Customer may also, if it qualifies as a professional in a dispute with another professional, refer the matter to the Médiateur des entreprises.

17. Entire agreement

This Agreement, together with the Privacy Policy, the Cookie Policy, the Data Processing Addendum, the Acceptable Use Policy, the Refund Policy and the applicable module documentation, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes any previous agreement, arrangement or understanding, whether written or oral, on the same subject matter. Any general terms and conditions of purchase or any other document unilaterally issued by the Customer are expressly excluded, whatever the moment at which they are transmitted or referred to.

18. Notices

Any notice required or permitted under this Agreement shall be given in writing and shall be validly served (i) by e-mail to the applicable Hotelminder mailbox listed at Section 20 below and to the contact address that the Customer has configured in the dashboard, or (ii) by registered letter with acknowledgement of receipt to the registered office of the receiving Party. Notices are deemed received on the first business day following dispatch by e-mail and on presentation of the registered letter.

19. Severability, waiver, headings

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall not in any way be affected or impaired; the Parties undertake to negotiate in good faith a substitute provision reflecting as closely as possible the original economic and legal intent. A failure to enforce any provision at a given moment does not amount to a waiver of the right to enforce that provision at a later stage. The headings are provided for convenience only and do not affect interpretation.

20. Contact

General questions regarding the Service: hello@mindermod.org. Advisory follow-up: advisor@mindermod.org. Billing: billing@mindermod.org. Data protection: dpo@mindermod.org. Abuse or security: abuse@mindermod.org. Registered office: RIGHT HOTELS SAS, 7 Allée Jacques Cartier, 93160 Noisy-Le-Grand, France. Regulator: CNIL, cnil.fr — déclaration n° 2224789. Hosting: OVHcloud Roubaix, France.