Article 1. Acceptance
The Client declares that they have read these General Terms of Service and verified that the Service meets their needs before subscribing to the COENA offer. The Client further declares that they have received from the Provider all useful pre-contractual information and advice necessary to subscribe to the COENA offer. The Client declares that they have accepted these Terms without reservation by returning the Quote issued by the Provider. Otherwise, activation and use of the Service constitutes full and unconditional acceptance of these General Terms of Service.
The Client represents that they have the authority and full legal capacity to enter into and be bound by these General Terms of Service without restriction or reservation. These General Terms of Service are available at all times on COENA’s website, at the following address: https://www.coena.fr/fr/cgu
The applicable General Terms of Service are those in effect on the Website on the date of the Client’s request (the subscription offer date). They are identifiable by version number and drafting date. The Provider reserves the right to unilaterally modify these General Terms of Service at any time, without prior notice, and to notify the Client in writing with a time stamp.
Article 2. Purpose
The purpose of this document is to define the legal, technical, and financial terms and conditions under which the Provider undertakes to deliver the Service to the Client.
The contractual documents, in descending order of priority, are:
- These General Terms of Service,
- Any other document or agreement incorporated by reference into these Terms or incorporating these Terms by reference,
- The special conditions and/or appendices proposed by the Provider.
These documents cancel and replace all prior documentation. Services provided free of charge by the Provider are also governed by these General Terms of Service.
Article 3. Service Features
3.1. Service Content
The Service consists of providing a turnkey Solution. The Service supplied by the Provider includes:
Installation, including:
- Providing an Excel file for transferring the wine list onto the COENA platform,
- Creating the account and configuring the COENA Back Office,
- Online training of the Client’s staff (two (2) hours),
- Organization and execution of bottle photography and tasting notes in French and English (optional).
Subscription, including:
- Access to the COENA administration interface through the application,
- A license to use the COENA Digital Menu Solution,
- Data hosting,
- Corrective maintenance of the Solution,
- Solution updates in accordance with the roadmap,
- Email support Monday to Friday, 9:00 AM to 5:00 PM.
3.2. Transfer of Ownership
The Solution remains the exclusive property of the Provider; making it available to the Client during the subscription period does not, under any circumstances, confer ownership rights of any kind. The Client may only use the Solution for the purposes defined in these General Terms of Service.
3.3. Reservation of Ownership
All tangible and intangible elements related to the COENA Solution provided to the Client as part of the Service remain the exclusive property of the Provider. The Client only has a right of use for the duration of the Service and subject to payment of subscription fees. Nothing in these Terms constitutes a waiver of the Provider’s ownership rights, subject to exceptions provided by law.
3.4. Service Delivery
The Provider undertakes to deliver the Service by the deadline indicated in the Quote and at the location specified by the Client. If the Service is delayed by more than fifteen (15) business days beyond the agreed execution date (excluding force majeure or non-compliance by the Client with installation requirements), the Client may terminate the contract by sending a registered letter with acknowledgment of receipt, within sixty (60) business days of the scheduled delivery date.
Article 4. Subscription Terms
4.1. Subscription Procedures
4.1.1. Quote
Any Quote issued by the Provider and signed by the Client becomes legally binding. Likewise, any order received by the Provider, dated and signed, is firm, final, and legally binding. An order is only valid once the installation fee and the first month of subscription have been paid by credit card via the Provider’s secure payment website. The Provider reserves the right to refuse to provide Services to any person listed in the National Register of Credit Repayment Incidents (France).
4.1.2. Right of Withdrawal
In accordance with Article L121-21-8-3° of the French Consumer Code, “the right of withdrawal may not be exercised (…) for contracts for the supply of goods made to the consumer’s specifications or clearly personalized.” The Client expressly acknowledges that the creation of a personalized wine list constitutes a customized Service within the meaning of this article. Consequently, the Client is expressly informed that they cannot exercise a right of withdrawal for the customization of their digital wine list.
4.2. Pricing and Fees
4.2.1. Price Determination
The subscription price is that in effect on the day of subscription and is inclusive of all taxes. The subscription price is set forth in the Quote. It includes the provision of the turnkey Solution to the Client. It does not include installation or training fees, which are billed separately in accordance with the Client’s accepted Quote.
Subscription fees include:
- Access to the COENA administration interface through the application,
- License to use the COENA Solution,
- Apple iCloud data hosting,
- Bug fixes,
- Solution updates in accordance with the roadmap,
- Email support Monday–Friday, 9:00 AM–5:00 PM,
- Optional stock management module,
- Optional order transfer module to compatible POS systems,
- Optional QR-Code creation module,
- Optional cocktail management module,
- Optional menu and dish management module.
Installation and service fees include:
- Providing an Excel file for wine list transfer to the COENA platform and importing it into the COENA cloud platform (mandatory),
- Account creation and configuration of the COENA Back Office (mandatory),
- Online staff training (two (2) hours) (mandatory),
- Bottle photography and tasting notes for the wine list (optional).
Additional one-time fees may include:
- Additional bottle photography and tasting notes (optional),
- Development of Client-specific features,
- Any other fees required for the proper functioning of the Solution.
4.2.2. Price Changes
The Provider reserves the right to unilaterally modify Service prices and will notify the Client no later than three (3) months before the end of the contract term, so that the Client may exercise their right of termination if they choose.
4.2.3. Fees
Any additional travel, postage, or other costs borne by the Provider and disclosed to the Client before the order will be specified in the Quote.
4.3. Payment Terms
4.3.1. Due Date
Payment is due upon signing these Terms. Invoices are issued in duplicate. Payment is due thirty (30) days from invoice issuance, unless otherwise agreed in writing.
4.3.2. Payment Methods
Installation and subscription fees are payable by credit card or bank transfer, monthly in advance.
4.3.3. Late Payment
In case of late payment, the Provider may apply penalties calculated at a rate equal to three (3) times the legal interest rate plus 10 percentage points, based on the invoice issue date. In addition, the Client will automatically owe a fixed collection fee of forty (40) euros without prior notice. Pursuant to Article 1344 of the French Civil Code, the invoice due date constitutes formal notice. The Client is liable for damages and interest in case of payment delay.
4.3.4. Default of Payment
If the agreed price is not paid when due, the Provider may either demand performance of the contract or terminate the subscription by sending a registered letter with acknowledgment of receipt, retaining the deposit paid as liquidated damages. In the case of installment payments, failure to pay one installment makes all subsequent installments immediately due unless the Provider opts to terminate the contract.
4.4. Subscription Term
Subscriptions are entered into for one (1) month, six (6) months, one (1) year, or three (3) years, and renew automatically. For annual subscriptions, the Client will be notified in writing at least one (1) month before the subscription end date of their option to terminate. If the Client does not wish to renew, they must notify the Provider by email at least one (1) month before the subscription end date.
Article 5. Obligations of the Parties
5.1. Obligations of the Provider
The Provider shall use best efforts to exercise all necessary care and diligence in delivering a quality Service, consistent with professional practices and industry standards. However, the Provider is bound only by an obligation of means, not of result.
The Provider undertakes to comply with all applicable legal and regulatory requirements, particularly those concerning data protection, files, individual liberties, and intellectual property, as well as the rights of third parties.
The Provider further undertakes to maintain adequate insurance coverage with financially sound institutions to cover damages attributable to them in connection with these Terms or their performance.
The Provider agrees to provide all necessary human and technical resources for the performance of the Services described in Article 3 of these General Terms of Service.
The Provider has a duty of care toward the Client and is liable for damages caused to the Client by a security defect in the Service used for its performance, except as otherwise provided in Article 9 (Insurance).
The Provider also undertakes to inform the Client, to the best of its knowledge, about risks inherent in the Service, such as usage and configuration guidelines for the turnkey Solution and its Back Office.
5.2. Obligations of the Client
5.2.1. Obligation of Transparency
The Client certifies that all information provided to the Provider is accurate and undertakes to inform the Provider of any changes. The Client agrees to provide accurate and updated contact details and banking information when creating and updating their Client account.
5.2.2. Obligation to Pay
The Client undertakes to pay the Service fees defined in Article 3 (Service Features), under the payment conditions described in Article 4.3.
Article 6. Responsibilities of the Parties
6.1. Provider’s Liability
6.1.1. Limitations of Liability
The Provider shall not be liable in the following cases:
- Force Majeure: If performance of the Terms or any obligation is prevented, limited, or disrupted by an event of force majeure, the Provider, upon prompt notice to the Client, shall be excused from its obligations to the extent affected. Likewise, the Client shall be excused from its obligations to the extent linked to the disrupted performance. Each Party must use best efforts to mitigate the effects and resume obligations once the event ceases. If a force majeure event lasts more than thirty (30) consecutive days, either Party may terminate the subscription without liability.
- Misuse of the Solution by the Client or their customers, including errors, negligence, omissions, or failure to follow training and advice,
- Disclosure or unlawful use of the confidential password provided to the Client,
- Acts or omissions of third parties beyond the Provider’s control,
- Temporary or permanent suspension of the Service ordered by a competent administrative or judicial authority, or by notification of a third party under French law,
- Partial or total destruction of information transmitted or stored, resulting directly or indirectly from the Client.
6.1.2. Limitation of Damages – Exclusion of Indirect Loss
Damages payable by the Provider for Service failures shall be limited to direct, personal, and certain loss, excluding indirect damages such as commercial harm, lost orders, reputational damage, business disruption, lost profits, or lost customers.
Because the proper functioning of software and IT services depends not only on the Provider’s equipment and services but also on independent factors (e.g., original installation, internet service provider, user methods, user qualifications), the Provider is bound by an obligation of means, not of result.
The Provider is not liable for direct or indirect consequences of Client equipment failures, including data loss, non-compliance, incompatibility, malfunctions, or degradation.
In no case shall the Provider be liable for material damage and/or partial or total loss of Client data, regardless of cause. The Solution requires reliable internet access, and the Provider is not liable for deficiencies in the Client’s internet access.
The Provider shall execute the ordered Service in accordance with professional standards and the subscription offer. Any Service not included in the subscription offer or requested modifications made within fourteen (14) business days of subscription notification may be accepted or refused at the Provider’s discretion. No response within seven (7) business days constitutes refusal.
The Provider is not required to retain any Client materials or Service records.
Penalty Clause: In any case, damages payable by the Provider shall be limited to the lesser of (i) the amounts actually paid by the Client to the Provider for the period concerned, or (ii) the price of the Service for which liability was established.
The Client acknowledges that nothing in these Terms relieves them of their obligation to pay all amounts owed to the Provider.
6.2. Client’s Liability
6.2.1. Account Creation
The Provider may request supporting documents to verify Client information. The Client is solely responsible for the passwords required to use the Service. The Provider is not liable for any unlawful or fraudulent use of passwords chosen or generated by the Client. Passwords are confidential. Any disclosure, intentional or not, is the sole responsibility of the Client.
The Client is solely responsible for Service malfunctions caused by password misuse by their staff or others. The Client also bears the consequences of lost passwords.
The Client must notify the Provider within eight (8) days of any changes to their situation, and within forty-eight (48) hours of any password theft.
6.2.2. Client’s Staff Liability
Each Party remains liable, under applicable law, for damages caused by their personnel to third parties during performance of these Terms.
6.2.3. Compliance with Laws and Regulations
The Client agrees to comply with all legal obligations related to Service administration. The Provider shall not be liable for violations of laws or regulations committed by the Client.
Failure by the Client to comply with the above, or with special conditions, particularly any activity creating civil or criminal liability, entitles the Provider to suspend or terminate the Service without notice and demand immediate termination of these Terms, without prejudice to damages.
Article 7. Termination
The Client may terminate the Service by registered letter with acknowledgment of receipt or by another durable written medium (e.g., email) in the event of:
- Non-conforming Service delivery,
- Failure to deliver by the deadline in the Quote or, if none, within thirty (30) days of subscription, after a failed formal demand for completion within a reasonable period,
- Breach of obligations by the Provider.
In these cases, the Client may demand reimbursement of the deposit paid, with interest at the legal rate from the date of collection.
The Provider may terminate the Service in the event of:
- Late or non-payment of fees,
- Breach of obligations by the Client.
In such cases, the deposit remains with the Provider as liquidated damages, without prejudice to additional damages.
Perfect 👍 Let’s complete the translation with Articles 8–11 in the same US legal contract style:
Article 8. Intellectual Property
8.1. Intellectual Property Rights
The Provider retains sole ownership of all intellectual property rights in the content and Services provided to the Client, in accordance with Article L.111-1 of the French Intellectual Property Code.
The Provider grants the Client a limited right to use the content and Services supplied, strictly within the scope of these Terms.
8.2. Content
If the Client does not subscribe to optional Services described in Article 3.1 (Service Content), the Provider cannot be held responsible for any content inserted into the COENA Back Office, including bottle photographs and tasting notes, and made available to end customers.
Article 9. Personal Data
The Client is informed that the Provider processes their personal data electronically.
The Provider agrees not to disclose information relating to the Client or their assets accessed during Service execution.
The Client accepts that data entered into the Solution, as well as data generated by use of the Service, may be collected, used, and disclosed in accordance with COENA’s Privacy Policy, available at: www.coena.fr.
Without limiting the above, any Client subscribing to the Service who provides an email address and/or telephone number expressly authorizes the Provider to contact them from time to time by email or telephone in order to manage their account and deliver subscription-related services.
Article 10. Miscellaneous Provisions
10.1. Nullity
If any contractual clause is declared null and void, the remainder of these Terms shall remain in full force and effect, except where the invalid clause was essential and decisive to one Party’s agreement. The Client is deemed to have accepted all provisions of these Terms without reservation.
10.2. Waiver
The fact that the Provider does not enforce any provision of these Terms at a given time, or tolerates a breach by the Client, shall not be construed as a waiver of the Provider’s right to enforce the same or any other provision at a later date.
10.3. Severability
If any clause of these Terms is invalidated by law, regulation, or final judgment by a competent court, the remaining provisions shall remain fully enforceable. In such case, the Parties shall, to the extent possible, replace the invalid clause with a valid one reflecting the spirit and purpose of the contract.
Article 11. Dispute Resolution
11.1. Claims
Any complaint regarding the Service must be addressed to:
COENA – 3, rue Toulouse Lautrec – 31170 Tournefeuille, France
11.2. Mediation
If a complaint filed with customer service is unsuccessful, the Client may refer the dispute to a mediator, who will independently and impartially attempt to bring the Parties to an amicable resolution.
The Client may contact the Mediator of the French Federation of E-Commerce and Distance Selling:
Bernard SIOUFFI – 60 rue de la Boétie – 75008 Paris, France
11.3. Conciliation
Before initiating legal action (except for protective or urgent measures), the Parties agree to attempt to resolve any dispute amicably within a reasonable timeframe.
11.4. Governing Law and Jurisdiction
These Terms are governed by French law.
If conciliation fails within fifteen (15) business days of the dispute, the matter shall be submitted by the first Party to act to the exclusive jurisdiction of the courts of Paris, France, which shall have sole competence over any dispute relating to the interpretation, validity, performance, and/or termination of these Terms, notwithstanding multiple defendants or third-party claims, including emergency or protective proceedings.