General Terms and Conditions of Sale B2B – GUIDLY
1. Company identification
This sales contract is concluded between:
Guidly
Company: Guidly SAS
Legal form: SAS
Registered office address: 60 rue François 1er, 75008 Paris
SIRET number: 937 786 903 00016
Email: kenza.yahiaoui@guidly.fr
Business customer
Any natural or legal person having the status of professional and wishing to acquire access codes to the Guidly application for commercial use, including redistribution to their own end customers (B2B2C).
B2B2C Precision
The business client remains responsible for the use of the codes by their end customers. Guidly is not responsible for the uses made by end customers.
2. Purpose
These General Terms and Conditions of Sale define the terms under which Guidly provides access codes to its mobile application. Guidly with professional clients.
These codes allow the business client to:
- To distribute these codes to its own end customers so that they can use the Guidly application and benefit from all of its features, as described in the application's Terms and Conditions.
- To manage the distribution and activation of codes for professional and commercial use (B2B2C).
- To use the codes in accordance with the restrictions and obligations defined in these Terms and Conditions.
The purpose of these General Terms and Conditions is therefore to govern the provision of the codes, the use of the application by end users, and the contractual relationship between Guidly and any professional client acquiring these codes.
3. Access and licensing
Subject of the license
The business customer receives access codes to the Guidly application for their end users, for professional and commercial use. All codes provide access to all application features, as defined in Guidly's Terms of Service.
Offline use The Guidly app requires an active internet connection to function properly. It cannot be used offline.
Geographic availability :
The application relies on Google Maps services.
Therefore, it may not work or may be inaccessible in some countries where Google Maps is not available, including:
China, North Korea, Iran, Syria,Vietnam and Cuba
In these countries, the application may not function correctly or some features may be limited.
Professional client responsibility :
It is the responsibility of the business customer to ensure that their end users have an internet connection and are located in a country where Google Maps works in order to use the Guidly application correctly.
Duration and validity of codes
Access codes do not have an automatic expiry date, except in the event of a violation of the Terms and Conditions or Terms of Service.
Access activated by a code remains valid for the period defined when the code was issued.
No automatic renewal is planned.
Sublicense
The professional client is authorized to transmit these codes to its own end customers (B2B2C) only within the framework defined by this contract.
Any unauthorized redistribution or resale outside of this framework is prohibited and constitutes a violation of the license.
Usage restrictions
It is forbidden to copy, modify, distribute or create a competing service from the Guidly application.
Access codes are personal and non-transferable outside the professional client → end client relationship.
Support and activation
Guidly provides access codes to the professional client by email or via a dedicated space.
Technical support is provided only to the business customer, who remains responsible for managing the codes with their end users.
4. Prices and payment
Prices
The applicable rates are those in effect at the time of the order and indicated on the quote or order page.
Prices can be expressed per code, per pack of codes or per day of access, depending on the offer subscribed to.
All prices are quoted excluding tax. The applicable VAT will be added according to the legislation in force at the time of invoicing.
Payment methods and issuance of codes
Payment for your purchases is made upon order confirmation using the following payment methods: bank card (Visa, MasterCard, American Express) or bank transfer.
To ensure the security of your transactions, payments are processed via the secure platform. Stripe. Your bank details never pass through our servers.
Late payment
Access codes are issued only after receipt of full payment.
Until payment has been received, no late payment or penalty can be applied.
No automatic refund
In accordance with the provisions relating to digital content services, the access codes sold by Guidly do not give rise to no monetary refund as soon as the service is made available. A single exception is allowed in the event of proven technical failure of the application, completely preventing its use and which cannot be resolved by our technical support within a reasonable timeframe.
Special case of trip cancellation (Commercial credit note)
Although we do not offer refunds, Guidly provides a flexible solution in case your clients' trips are cancelled:
Terms : Cancellation must be notified to Guidly before any activation or actual use of the access code. Any code that has been partially accessed is considered used and no credit will be issued.
Procedure : Upon notification, the initial code is deactivated. have a validity of one (1) year is then issued for the benefit of the professional client.
Use : This credit allows you to generate one or more new access codes of equivalent value, usable on other services or future trips.
5. Responsibilities
Guidly's responsibility
Guidly is committed to ensuring that the application remains functional and accessible at all times.
Guidly cannot be held responsible for any damage resulting from temporary unavailability due to these external causes.
Professional client responsibility
The business customer is solely responsible for the distribution and use of the codes by their end customers.
End users accept the Terms of Service directly when downloading the application from the Play Store or the App Store.
The professional client undertakes to inform its end users of these Terms and Conditions and to handle any complaints from its end users.
Commercial risk and cancellation:
The business client alone assumes the risks associated with the cancellation or modification of their end clients' stays. It is their responsibility to obtain coverage through their own cancellation insurance or to pass on these costs in their terms and conditions of sale. Guidly cannot be held liable for the non-use of a code by an end client for reasons beyond Guidly's technical control.
Limitation of liability
Guidly's liability is limited to the amount paid by the professional client for the codes in question.
Guidly shall in no event be liable for indirect damages, loss of revenue or loss of data suffered by the professional client or its end users.
6. Intellectual Property
Ownership
The entire Guidly application, including the source code, design, databases and all functionalities, remains the exclusive property of Guidly.
No ownership rights are transferred to the business customer or their end customers simply by acquiring access codes.
License to use
The business client receives a limited, non-exclusive and non-transferable license to allow its end customers to use the Guidly application via access codes.
This license does not grant any right to modify, copy, distribute or create a competing service, unless expressly stated otherwise in these Terms and Conditions.
Content generated by Guidly
The content automatically generated by Guidly can be reused by the business client and its end users. only if a clear mention of Guidly is made.
It is forbidden to resell, redistribute or exploit this content outside of the defined scope of use.
Protection of rights
The professional client agrees not to circumvent, copy, decompile or reproduce all or part of the application.
Any violation of these rights may result in the immediate suspension of access codes and legal action by Guidly.
Sub-licensing to end users
The license only allows sub-licensing to end customers within the strict framework of the use defined in these Terms and Conditions.
Any unauthorized redistribution or misuse is prohibited.
7. Data and confidentiality
Guidly's responsibility
Guidly ensures the security and availability of application-related data, notably through its cloud infrastructure.
Any collection or use of end-user personal data is governed by the Terms of Service and the application's privacy policy.
Professional client responsibility
The business client is responsible for distributing the codes and communicating with its end users.
Guidly cannot be held responsible for misuse of the codes or non-compliance with the Terms of Service by end users.
Sharing of anonymized data
Guidly may use or share anonymized or aggregated data for statistical purposes or to improve the application.
No personally identifiable information about end users is shared with third parties.
8. Termination
Cancellation by Guidly
Guidly reserves the right to terminate the contract and suspend access to access codes in the event of:
- non-payment by the business customer,
- violation of these Terms and Conditions,
- fraudulent or misuse of access codes.
Termination by the business customer
The business customer can terminate the contract at any time, without this resulting in a refund for codes already issued and activated.
Effects of termination
Codes already activated by end users remain valid until their expiry or the end of the defined period, except in the event of a violation of the Terms and Conditions.
Unactivated codes become immediately invalid. and will no longer be usable.
The business customer remains responsible for the end users who have already received activated codes and their use of them.
9. Force majeure
Definition
Events beyond Guidly's control that are unforeseeable, irresistible and independent of its will are considered force majeure, such as: natural disasters, fire, flood, strike, failure of cloud infrastructure (e.g. AWS), major Internet outage, act of terrorism or other similar event.
Effects
In the event of force majeure, Guidly cannot be held responsible for any delay or temporary inability to provide access to codes or the service.
Guidly will do everything possible to restore service as soon as possible.
Extended duration
If the force majeure continues beyond 30 days, each party may terminate the contract without entitling itself to compensation, subject to obligations already due.
10. Applicable Law and Jurisdiction
Applicable law
These Terms and Conditions are governed by French law.
Disputes
The parties agree to attempt to resolve any dispute amicably before taking any legal action.
In the absence of an amicable agreement, disputes may be submitted to the competent courts within the jurisdiction of Guidly's head office.