Terms of Sale

Version dated 30 September 2026

This English version is provided for convenience. The French version prevails.

1. Identification of the Publisher

• Publisher: Adam Ben Hadj Ali, sole proprietor (entrepreneur individuel, EI)
• Trade name: Dexlo
• Registered office and establishment: 41 rue Ernest Renan, 92310 Sèvres, France
• SIREN: 109 281 824
• Trade and Companies Register (RCS): Nanterre 109 281 824, registered on 2 September 2026
• VAT: “TVA non applicable, article 293 B du CGI” (“VAT not applicable, Article 293 B of the French Tax Code”), under the basic VAT exemption scheme (franchise en base)
• Email: contact@dexlo.fr; customer support: support@dexlo.fr

Hereinafter “the Publisher”. The other contracting party is hereinafter “the Customer”.

The activity registered with the Trade and Companies Register is the publishing of application software and the sale of subscriptions and user licences for a standardised pricing management software for the hotel industry, a standardised product sold as is to several customers, without custom development or consulting services. These terms are to be interpreted in accordance with this characterisation (see Article 3).

2. Purpose and scope

2.1. These general terms of sale (the “Terms of Sale”) govern the grant, by the Publisher to the Customer, of a licence to use the Dexlo software (the “Software” or the “Service”), accessible online by monthly subscription.

2.2. The Service is intended exclusively for professionals acting for the purposes of their business: operators of accommodation establishments. It is not offered to consumers.

2.3. Subscribing entails unreserved acceptance of these Terms of Sale. They prevail over any document of the Customer, in particular over its general terms of purchase, whenever that document is communicated.

2.4. The contractual documents are, in decreasing order of precedence: (i) the purchase order or the written subscription exchange, (ii) the data processing agreement under Article 28 GDPR, (iii) these Terms of Sale. In the event of a contradiction concerning the processing of personal data, the data processing agreement prevails.

3. Nature of the contract: licence of standardised software

3.1. The Service is standardised software, sold “as is”, in the version and within the functional scope in force on the day of its use, identical for all customers.

3.2. The contract entails no consulting services, no audit in the sense of an expert assignment, no project management assistance, no personalised support and no specific development. The Publisher does not intervene in the management of the Customer’s establishment.

3.3. The analyses, gaps, alerts, recommendations and reports produced by the Software, including the first recommendation delivered during onboarding (Article 9), are automated outputs of a standardised processing, calculated by the same engine, according to the same rules, for all customers. They constitute neither professional advice, nor a personalised recommendation in the sense of an intellectual service, nor a commitment by the Publisher as to their relevance to the Customer’s particular situation.

3.4. Any request from the Customer exceeding this scope (specific development, custom configuration, analysis assignment, individual training) is outside the contract. The Publisher is not obliged to respond to it and does not respond to it under the subscription.

4. Description of the Service

4.1. For the Customer’s establishment, the Software observes the upcoming nights over a rolling horizon, compares the published rates with those of a competitor panel established during onboarding, and flags the nights that show a significant gap.

4.2. The Software produces recommendations; the Customer decides. The Customer makes its decisions from each night’s file, in the Software. By default, a decision is only recorded in the Software: it does not change any price in the Customer’s tools.

When the sending feature is activated for its establishment during onboarding, an activation that depends on the compatibility of its property management system (PMS), the Customer may also send to its PMS in one click, from a night’s file, the price it has chosen. No price is ever changed in the PMS without this explicit action by the Customer.

Changing a rate, its amount, its effective date, its distribution channel and its consequences are matters exclusively for the Customer, which alone decides, including when it uses the sending feature.

4.3. The Service operates on the basis of the data made available by the Customer (connection to its PMS, or import of exported files) and of public data collected by the Publisher. Details of the data read, of its retention and of the sub-processors are set out in the privacy policy and in the data processing agreement.

4.4. Missing data is not a zero value. When data needed for a calculation is missing or out of date, the Software says so and suspends the corresponding recommendation. It does not replace the missing data with zero, an average or a default value. The Customer therefore cannot expect the Service to provide systematic coverage of every night in its horizon.

4.5. The Publisher develops the Software. It may add, modify or remove features. It undertakes not to substantially degrade, without reasonable notice, the essential features described in this article.

5. No obligation to achieve a result

5.1. The Publisher gives no undertaking to achieve any result as regards the Customer’s revenue, occupancy rate, average price, RevPAR, margin or any other operating indicator. It guarantees neither their level, nor their development, nor their maintenance.

5.2. The Customer remains the sole decision-maker on its pricing policy and solely responsible for the rates it applies, including those it sends to its PMS by means of the Service, for their compliance with its contractual commitments to third parties (in particular distribution platforms, rate parity agreements and group contracts) and for their compliance with the rules of law applicable to it, in particular competition law and price display rules.

5.3. No illustration, simulation, estimate, mock-up, comparison or projection presented by the Publisher, in particular on its website, in demonstration material or in a sales exchange, constitutes a contractual commitment. In particular, any calculator or estimate of lost revenue is based on modelled assumptions and does not measure any real establishment. The product screens reproduced on the Publisher’s website show a fictitious hotel and figures.

5.4. The Software’s recommendations are based on data whose accuracy and freshness depend on third-party sources (the Customer’s management system, public sources). The Publisher guarantees neither the accuracy, nor the completeness, nor the continuous availability of these sources.

6. Subscription, term and termination

6.1. Subscription. The contract is concluded on the date on which the Publisher confirms the subscription in writing, or on the first provision of access if earlier. User accounts are created by the Publisher; there is no public self-service sign-up.

6.2. Term. The contract is concluded for a term of one month, renewable by tacit renewal for successive periods of one month. The subscription carries no minimum commitment.

6.3. Termination by the Customer. The Customer may terminate at any time, without giving reasons and without penalty, by email to contact@dexlo.fr from its account address, or by any other written means. Termination takes effect at the end of the current monthly period, without any additional notice. The month begun remains payable; it is not refunded pro rata.

6.4. Termination by the Publisher. The Publisher may terminate the contract subject to three (3) months’ notice given in writing, in particular if the Service is discontinued. This notice does not apply to termination for breach under clause 6.5 or to suspension under clause 10.5.

6.5. Termination for breach. In the event of a serious breach by either party of its obligations, not remedied within thirty (30) days of a formal written notice that has remained without effect, the other party may terminate the contract automatically, without prejudice to any damages.

6.6. Effects. Termination entails the closure of access at the end of the current period. The handling of data is governed by Article 14 and by the data processing agreement.

7. Prices

7.1. Subscription. The subscription price is €299 per month per hotel establishment (“TVA non applicable, art. 293 B du CGI”: “VAT not applicable, Article 293 B of the French Tax Code”). The amount set for the establishment is stated on the purchase order; it is the amount protected by the guarantee in Article 8.

Each additional establishment is subject to a separate subscription, the amount of which is set at its own subscription.

7.2. Onboarding. The onboarding described in Article 9 is invoiced at €799, once per establishment, at subscription (“TVA non applicable, art. 293 B du CGI”: “VAT not applicable, Article 293 B of the French Tax Code”). This amount is refunded in full if the onboarding cannot be completed (clause 9.6). An establishment that terminates and later subscribes again does not pay it a second time.

7.3. Basic VAT exemption scheme. The Publisher falls under the basic VAT exemption scheme (franchise en base) provided for in Article 293 B of the French Tax Code (code général des impôts). Accordingly, it does not charge VAT, and its invoices bear the mandatory mention “TVA non applicable, art. 293 B du CGI” (“VAT not applicable, Article 293 B of the French Tax Code”). The Customer consequently cannot deduct any VAT in respect of the sums paid.

7.4. Leaving the basic VAT exemption scheme: VAT is added. If the Publisher ceases to benefit from the basic VAT exemption scheme, for any reason whatsoever (exceeding the legal thresholds, opting to pay VAT, change of legal form, or legislative or regulatory change), VAT at the applicable rate will be added automatically to the amounts stipulated in clauses 7.1 and 7.2, which remain unchanged. The same applies to any new tax, contribution or levy applicable to the Service.

The Publisher informs the Customer thereof in writing at least thirty (30) days before the first invoice bearing VAT. The Customer retains the option to terminate under the conditions of clause 6.3. The parties expressly agree that the price guarantee provided for in Article 8 covers the subscription amount set at subscription, to which taxes are added under the conditions of this clause, and does not prevent its application.

8. Price guarantee

8.1. Beneficiaries. The price guarantee benefits every subscribing establishment, with no date condition. It is acquired establishment by establishment, covers the amount set at the establishment’s subscription, and is recorded in writing at that subscription.

8.2. Subject of the guarantee. The Publisher undertakes not to increase the amount of the monthly subscription of the beneficiary establishment (the amount set at its subscription) for the entire period of uninterrupted performance of the contract for that establishment. The guarantee covers access to the Service within the functional scope of the subscription, including the developments the Publisher makes to that scope at no extra charge for the other customers.

8.3. What the guarantee does not cover. It does not cover:

• taxes, under the conditions of clause 7.4;
• modules, options or services that the Publisher may create and invoice separately to all its customers, provided that they neither replace the guaranteed scope nor empty it of its substance;
• any service outside the contract within the meaning of clause 3.4.

8.4. Continuity. The guarantee attaches to the uninterrupted performance of the contract for the establishment concerned. In the event of termination, a new subscription for the same establishment is made at the price in force on the day of that new subscription. The guarantee is not transferable to another establishment. If the beneficiary establishment is transferred to a new operator, the guarantee follows the establishment provided that the contract is transferred without interruption, with the Publisher’s prior written consent.

8.5. Change of legal form and transfer of the Publisher’s business. The price guarantee is maintained in the event of a change in the Publisher’s legal form, in particular a contribution or transfer of the sole proprietorship to a company, as well as in the event of a transfer of the business or of the contract. In accordance with Article 1216 of the French Civil Code, the Customer hereby consents to the assignment of this contract by the Publisher to a company that the Publisher controls or to which it contributes its business, on condition that the assignee assumes all of the Publisher’s obligations, including the price guarantee. The assignment is notified to the Customer in writing.

8.6. Limit. The guarantee does not prevent termination of the contract by the Publisher under the conditions of clause 6.4, nor the discontinuation of the Service. It entails no obligation to maintain the Service indefinitely.

9. Onboarding

9.1. Content. Onboarding is invoiced under the conditions of clause 7.2. It includes:

1. the connection to the Customer’s PMS (or, failing that, the import of the exports it provides) and, where applicable, the activation of the price-sending feature provided for in clause 4.2, which depends on the compatibility of that PMS;
2. the configuration of the competitor panel used as the market reference;
3. the verification of the data;
4. the first recommendation delivered by the Software.

9.2. Nature of the first recommendation. The first recommendation is an automated output of the Software within the meaning of clause 3.3. It constitutes neither an audit in the sense of an expert assignment, nor advice, nor a personalised recommendation binding on the Publisher.

9.3. Time limit. The Publisher carries out the onboarding within fifteen (15) business days from the latest of the following dates: (i) confirmation of the subscription, (ii) effective provision by the Customer of access to its PMS or of complete exports, (iii) validation by the Customer of the list of competitors in the panel.

9.4. Customer cooperation. Onboarding requires the Customer’s cooperation. The time limit in clause 9.3 is suspended for as long as the items expected from the Customer have not been provided, or for as long as an access provided does not allow the necessary data to be read.

9.5. Insufficient data. If the available data does not make it possible to produce a measurement over all or part of the horizon, the Publisher says so and states the reason. It produces no estimated value as a substitute. The Customer may then terminate under the conditions of clause 6.3.

9.6. Refund. Where the onboarding cannot be completed because the Customer’s PMS cannot be connected, the exports provided cannot be used or the data is insufficient within the meaning of clause 9.5, the onboarding fee of €799 is refunded in full to the Customer.

10. Invoicing and payment

10.1. The subscription is invoiced monthly and in advance, per establishment. Onboarding fees are invoiced at subscription.

10.2. Means of payment: bank transfer against invoice.

10.3. Payment term: upon receipt of the invoice, within the limit of the maximum periods set by Article L. 441-10 of the French Commercial Code.

10.4. Late payment. In accordance with Article L. 441-10 II of the French Commercial Code, any sum not paid when due bears, automatically and without prior formal notice, late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points. The Customer is also liable for a fixed indemnity for recovery costs of forty (40) euros (Article D. 441-5 of the French Commercial Code), without prejudice to additional compensation on the basis of supporting documents if the costs incurred are higher.

10.5. Suspension. In the event of non-payment persisting fifteen (15) days after a formal notice that has remained without effect, the Publisher may suspend access to the Service until payment in full, without this suspension giving rise to any compensation or releasing the Customer from the sums due. Suspension does not entail termination; the Customer’s data is retained during the suspension.

10.6. Price revision. Apart from the guarantee in Article 8, the Publisher may change its prices subject to three (3) months’ written notice. A Customer who refuses the change may terminate before it takes effect.

11. Obligations and responsibilities of the Customer

11.1. The Customer provides accurate data and holds the rights necessary to make it available to the Publisher, in particular when it comes from a third-party tool. It indemnifies the Publisher against any third-party claim in this respect.

11.2. The Customer is responsible for the confidentiality of its credentials and for the use made of its account. It informs the Publisher without delay of any unauthorised use.

11.3. The Customer shall not: license, resell, rent or make the Service available to a third party; extract or reuse a substantial part of it by automated means; circumvent the technical protection measures; attempt to access data that is not its own.

11.4. The Customer checks the recommendations before applying them. When it uses the sending feature, it checks in its PMS the price actually applied. It bears the consequences of its pricing decisions (Article 5).

12. Availability, maintenance and support: obligation of means

12.1. Obligation of means. The Publisher uses reasonable means to ensure the accessibility of the Service. It makes no quantified service-level commitment: no availability rate, no guaranteed recovery time. This absence is deliberate: a publisher operating its infrastructure alone cannot meet such a commitment.

12.2. Hosting. The application, the database and the cache are hosted by a third-party provider, in a data centre located in the European Union (Frankfurt region, Germany); the authenticated interface is served by a second provider. Interruptions attributable to these providers are beyond the Publisher’s control. The exact location of the processing is described in the privacy policy and in the data processing agreement.

12.3. Interruptions. Access may be interrupted for maintenance, an update, an incident, or the failure of a third-party service on which the Service depends (host, the Customer’s management system, public data sources). The Publisher endeavours to give notice of scheduled interruptions where they are foreseeable.

12.4. Data freshness. The Service depends on periodic collections. When the necessary data is unavailable or out of date, the Software says so and suspends the recommendation concerned (clause 4.4). Data that has not been refreshed is not a lack of conformity, provided that its status is declared.

12.5. Support. Support is provided by email at support@dexlo.fr. It operates on business days; the first response is given within one (1) business day.

12.6. Backups. The Service database is backed up by the host, under the conditions described in Annex 2 to the data processing agreement.

13. Intellectual property

13.1. Publisher’s property. The Software, its source and object code, its architecture, its models, its algorithms, its interfaces, its documentation, its databases and its trademarks are and remain the exclusive property of the Publisher or of its licensors.

13.2. Scope of the licence. The Publisher grants the Customer, solely for the duration of the subscription and solely for the subscribed establishment, a personal, non-exclusive, non-assignable, non-transferable and non-sublicensable right of use, limited to the internal needs of the operation of that establishment.

13.3. No transfer. The licence entails no assignment or transfer of any intellectual property right, on any basis whatsoever. Any use not expressly authorised is prohibited.

13.4. Restrictions. The Customer shall not reproduce, modify, adapt, translate, decompile or disassemble the Software, subject to mandatory statutory exceptions, in particular the right to decompile for interoperability purposes provided for in Article L. 122-6-1 of the French Intellectual Property Code.

13.5. Customer data. The data that the Customer makes available and the data derived from it remain the Customer’s property. The Publisher has over it only the right of use necessary to provide the Service.

13.6. No reuse. The Publisher does not reuse the Customer’s data for purposes other than providing the Service to the Customer, in particular not to build market references, indices or statistics exploited for the benefit of third parties.

13.7. Customer feedback. Suggestions and usage feedback communicated by the Customer may be freely used by the Publisher to improve the Software, without consideration and without the Customer acquiring any right in the resulting developments.

14. Reversibility and handling of data

14.1. At the Customer’s request, made during the term of the contract or within thirty (30) days following its end, the Publisher provides the Customer with an export of the data of its establishment held in the Service, in a commonly used structured format.

14.2. The export provided under clause 14.1 includes the following datasets: bookings, rate observations, observed PMS rates, tracked competitors, pricing recommendations, decision log. It takes the form of one CSV file per dataset, encoded in UTF-8. The Publisher provides it within thirty (30) days of the request.

14.3. Provision of the export is included in the subscription and gives rise to no additional invoicing for a first request.

14.4. The handling of personal data at the end of the contract (return, then erasure) is governed by the data processing agreement concluded under Article 28 GDPR, which prevails over this article for such data.

15. Confidentiality

15.1. Each party keeps confidential the non-public information received from the other in connection with the contract, and discloses it only to persons who need to know it and who are bound by a confidentiality obligation at least equivalent to this one.

15.2. Confidential information includes, on the Customer’s side, its operating data (bookings, rates, occupancy rates, revenue) and, on the Publisher’s side, the non-public characteristics of the Software.

15.3. The obligation lasts for the performance of the contract and for three (3) years after its end. It does not apply to information that is public, already known without breach, independently developed, or whose disclosure is required by law.

15.4. Commercial reference. The Publisher cites the Customer’s name or brand as a commercial reference only with its prior written consent, which may be withdrawn at any time.

16. Limitation of liability

16.1. The Publisher is bound by an obligation of means in performing the contract.

16.2. Excluded damage. The Publisher is not liable for indirect damage, in particular: loss of revenue, margin, clientele or bookings; operating loss; damage to image; loss of opportunity; nor for the consequences of a pricing decision taken by the Customer.

16.3. Cap. In any event, the Publisher’s total liability, all causes combined, is capped at the amount of the sums paid by the Customer under the contract during the twelve (12) months preceding the event giving rise to liability, excluding any taxes invoiced.

16.4. Exclusions from the cap. The limitations in clauses 16.2 and 16.3 do not apply in the event of fraud, gross negligence or personal injury, nor in cases where the law prohibits limiting liability.

16.5. Exonerating events. The Publisher is not liable for the consequences of: inaccurate or incomplete data provided by the Customer or by its management system; the unavailability or modification of a third-party source; a breach by the Customer of its obligations; non-compliant use of the Service.

16.6. Claims. Any claim must be notified in writing within twelve (12) months of the occurrence of the event giving rise to it, failing which it is time-barred, subject to mandatory legal provisions.

17. Force majeure

17.1. Neither party is liable for a failure due to a case of force majeure within the meaning of Article 1218 of the French Civil Code.

17.2. The party prevented informs the other without delay. If the impediment lasts more than sixty (60) days, either party may terminate the contract automatically, in writing, without compensation.

18. Hardship

By way of derogation from Article 1195 of the French Civil Code, each party assumes the risk of an unforeseeable change of circumstances that makes performance more onerous and waives the right to rely on it, except for the tax scenario expressly governed by clause 7.4.

19. Subcontracting and assignment

19.1. The Publisher may use third-party providers to perform the Service (hosting, technical services). It remains responsible to the Customer for their performance. The sub-processors processing personal data are listed in the data processing agreement.

19.2. The Customer may not assign the contract without the Publisher’s prior written consent.

19.3. The Publisher may assign the contract under the conditions of clause 8.5.

20. Personal data

20.1. The processing of personal data is described in the Publisher’s privacy policy.

20.2. For data processed on behalf of the Customer, the parties enter into a data processing agreement under Article 28 GDPR, which forms an integral part of the contract and prevails over these Terms of Sale for such data.

20.3. No directly identifying data of end customers (name, contact details or means of payment of a hotel guest) is read by the Service; the details and exact scope of this statement are set out in the privacy policy.

21. Changes to the Terms of Sale

21.1. The Publisher may amend these Terms of Sale. Any substantial change is notified to the Customer in writing thirty (30) days before it comes into force.

21.2. A Customer who refuses the change may terminate without penalty before it takes effect. Continued use after its entry into force constitutes acceptance.

21.3. Changes may not affect the price guarantee in Article 8.

22. Governing law and jurisdiction

22.1. These Terms of Sale are governed by French law.

22.2. The parties will seek an amicable solution before any litigation.

22.3. Failing amicable agreement, any dispute falls within the exclusive jurisdiction of the Nanterre Economic Activities Court (tribunal des activités économiques de Nanterre), including in the event of multiple defendants, third-party claims for indemnity or urgent proceedings.

22.4. Miscellaneous. The nullity of a clause does not entail the nullity of the contract; the clause is replaced by a clause of equivalent scope. Failure to invoke a breach does not constitute a waiver. Articles 3, 5, 13, 14, 15, 16 and 22 survive the end of the contract.