These General Terms and Conditions (hereinafter the "Terms") apply to all subscriptions, services, and use of the platform and information systems made available by Blent Sàrl (IDE: CHE-266.622.127 — Route de Saint-Cergue 9, 1260 Nyon, Switzerland), hereinafter referred to as "Blent".
These Terms govern the contractual relationship between Blent and its Clients. They form an integral part of any Contract entered into between Blent and the Client and apply from the date of signature of the Contract or, in the absence of a signed Contract, from the date of first use of the Services by the Client.
In the event of any conflict or inconsistency between these Terms and the provisions of a Contract, Order Form, or any specific agreement signed between the Parties, the provisions of such specific agreement shall prevail.
These Terms cancel and replace all prior verbal or written agreements between the Parties relating to the subject matter hereof.
By signing the Contract or by using the Services, the Client acknowledges having read, understood, and accepted these Terms.
For the purposes of these Terms, the following terms shall have the meanings set out below:
"Aggregated Data": Data derived from Client Data that has been anonymised and/or aggregated in such a way that it cannot identify, directly or indirectly, the Client or any individual. Aggregated Data may be used by Blent to improve its Services, conduct benchmarking, produce market insights, and develop its technology.
"Authorized User": Any natural person who is granted access to the Platform by the Client under the terms of the Contract, including but not limited to the Client's employees, agents, or contractors.
"Blent": Blent Sàrl (IDE: CHE-266.622.127), a company incorporated under Swiss law, with its registered office at Route de Saint-Cergue 9, 1260 Nyon, Switzerland.
"Client": The legal entity or natural person acting in a professional capacity that enters into a Contract with Blent for the use of the Services.
"Client Data": All data, content, and information (including Personal Data where applicable) that is uploaded, submitted, transmitted, or otherwise made available to Blent by or on behalf of the Client through the use of the Services, or provided to Blent for the purpose of integration with the Platform. Client Data remains the property of the Client. Where Client Data includes Personal Data, its processing shall be governed by the DPA, if signed between the Parties.
"Confidential Information": Any information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. This includes, without limitation, technical data, business plans, financial information, Client Data, and the terms of the Contract.
"Contract" (or "Order Form"): The agreement signed between Blent and the Client specifying the scope of Services, the Subscription Term (including any Trial Period), applicable fees, number of Authorized Users, establishments covered, and any specific terms agreed between the Parties. The Contract incorporates these Terms by reference.
"Data Processing Agreement" (or "DPA"): A separate agreement between Blent and the Client, entered into upon request, governing the processing of Personal Data by Blent on behalf of the Client in accordance with Article 28 GDPR and the applicable provisions of the nDSG. The DPA, when signed, forms an integral part of the Contract.
"Documentation": All user guides, technical documentation, API documentation, help materials, and other materials provided by Blent describing the features, functions, and operation of the Platform.
"Effective Date": The date on which the Contract is signed by both Parties, or if not signed simultaneously, the date of signature by the last Party to sign.
"Information System": Any system, including hardware, software, networks, and related infrastructure, used to create, send, receive, store, or process data in connection with the Services.
"Intellectual Property": All patents, trademarks, trade names, copyrights, moral rights, database rights, trade secrets, know-how, source code, algorithms, designs, and all other intellectual and industrial property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.
"One-Time Services": Any non-recurring services provided by Blent to the Client, including but not limited to onboarding, data migration, custom development, training, and consulting engagements, as specified in the Contract or a separate Statement of Work (SOW). One-Time Services are subject to their own delivery timeline and payment terms as defined in the applicable Contract or SOW.
"Parties": Blent and the Client collectively, and "Party" means either of them individually.
"Personal Data": Any information relating to an identified or identifiable natural person, as defined by the Swiss Federal Act on Data Protection (nDSG, in force since 1 September 2023) and the General Data Protection Regulation (EU) 2016/679 ("GDPR"), as applicable.
"Platform": The Blent cloud-based software-as-a-service platform, including all modules, features, updates, and upgrades made available by Blent to the Client under the Contract, accessible via web browser or mobile application.
"Professional Services": Collectively, the One-Time Services and any other consulting, implementation, configuration, or technical services provided by Blent to the Client outside the scope of the Subscription.
"Sensitive Data": Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, sex life, or sexual orientation, as well as data relating to criminal convictions and offences, within the meaning of Article 5(c) of the nDSG and Article 9 of the GDPR.
"Services": Collectively, the provision of access to the Platform under a Subscription (including any Trial Period), associated support and maintenance, and any Professional Services or One-Time Services provided by Blent to the Client under the Contract.
"SLA" (or "Service Level Agreement"): The service level commitments, including availability targets and support response times, as set out in these Terms or in a separate SLA document attached to the Contract.
"Statement of Work" (or "SOW"): A document, attached to or referencing the Contract, that describes the scope, deliverables, timeline, and fees for specific One-Time Services or Professional Services.
"Subprocessor": Any third party engaged by Blent to process Client Data (including Personal Data) on behalf of the Client in the course of providing the Services.
"Subscription": The Client's right to access and use the Platform for the duration and within the scope defined in the Contract, in exchange for the payment of the applicable fees. A Subscription may be preceded by a Trial Period.
"Subscription Term": The initial period of the Subscription as specified in the Contract (typically twelve (12) months), including any renewal periods. The Subscription Term does not include the Trial Period unless expressly stated otherwise in the Contract.
"Third Party": Any natural or legal person other than Blent and the Client, including but not limited to Subprocessors, technology partners, and integration providers.
"Trial Period": An initial non-binding period, typically one (1) to three (3) months as specified in the Contract, during which the Client is granted access to the Platform on a limited scope (e.g., a specific establishment) at the fees defined in the Contract. During the Trial Period, the Client may terminate the Contract at any time without penalty by providing written notice to Blent. If the Client does not terminate the Contract before the end of the Trial Period, the Subscription shall automatically take effect under the terms and conditions specified in the Contract.
The provision of Services shall commence on the Effective Date as defined in the Contract.
Where the Contract includes a Trial Period, the Services shall commence on the start date of the Trial Period as specified in the Contract.
Where the Contract includes a Trial Period, the Services shall commence on the start date of the Trial Period as specified in the Contract. During the Trial Period, the Client shall have access to the Platform on the limited scope agreed upon in the Contract (e.g., a specific establishment). The Client may terminate the Contract at any time during the Trial Period without penalty by providing written notice to Blent, in which case access to the Platform shall cease and Client Data shall be handled in accordance with Article 3.6. If the Client does not terminate the Contract before the end of the Trial Period, the Subscription shall automatically take full effect under the complete scope and conditions specified in the Contract, without the need for any further action by either Party.
Where the Contract includes One-Time Services or Professional Services, such services shall commence on the date and in accordance with the timeline specified in the Contract or the applicable Statement of Work.
The duration of the Subscription is twelve (12) months from the date of commencement of service indicated on the Contract, unless a different duration is expressly agreed in the Contract. The Client may not terminate the Subscription during this initial period, except as provided in Article 3.4.
At the end of the initial Subscription Term, the Subscription shall be automatically renewed for successive periods of twelve (12) months under the same conditions, unless either Party gives written notice of non-renewal by registered letter or email with acknowledgement of receipt, at least three (3) months before the expiry of the current period.
In the event that the Client withdraws from the Subscription before the end of the current Subscription Term without valid grounds under Article 3.4, the Client shall remain liable for the full amount of the fees due for the remainder of the Subscription Term, payable as liquidated damages.
One-Time Services and Professional Services shall be deemed completed upon delivery of the agreed deliverables as specified in the Contract or the applicable SOW. Final acceptance shall be confirmed by the Client in writing within ten (10) business days of delivery. If the Client does not provide written acceptance or reasoned rejection within this period, the deliverables shall be deemed accepted.
In the event that One-Time Services require revisions, the Client shall provide a single consolidated list of requested changes within the acceptance period. Changes that fall outside the original scope of the SOW shall be subject to a new quotation by Blent.
Either Party may terminate the Contract with immediate effect by written notice to the other Party in the following circumstances:
(a) The other Party commits a material breach of these Terms or the Contract and, where such breach is capable of remedy, fails to remedy the breach within thirty (30) calendar days of receiving written notice specifying the breach and requiring its remedy;
(b) The other Party becomes insolvent, enters into liquidation (whether voluntary or compulsory), has a receiver or administrator appointed over its assets, enters into any arrangement or composition with its creditors, or is subject to any analogous proceedings under applicable law;
(c) A force majeure event, as defined in these Terms, persists for more than ninety (90) consecutive calendar days.
In addition, Blent may terminate the Contract with immediate effect if the Client:
(d) Uses the Platform in a manner that violates applicable law, these Terms, or the rights of third parties;
(e) Fails to pay any undisputed invoice within thirty (30) calendar days after the due date, despite having received a formal reminder.
Termination for cause shall not relieve the Client of the obligation to pay all fees accrued up to the effective date of termination.
Blent may suspend the Client's access to the Platform, in whole or in part, without liability and without compensation, in the following circumstances:
(a) The Client fails to pay any invoice within the applicable payment terms and has been notified by at least one written reminder;
(b) Blent reasonably determines that the Client's use of the Platform poses a security risk to the Platform, Blent, or other clients;
(c) The Client breaches the acceptable use obligations set out in these Terms;
(d) Suspension is required to comply with applicable law or a binding order from a competent authority.
Blent shall use reasonable efforts to notify the Client prior to any suspension, except where immediate action is required to protect the integrity or security of the Platform. Suspension does not constitute termination and does not relieve the Client of its payment obligations during the suspension period.
Upon resolution of the cause of suspension, Blent shall restore access to the Platform within a reasonable timeframe.
Upon termination or expiry of the Contract for any reason:
(a) The Client's right to access and use the Platform shall cease immediately, and all Authorized User accounts shall be deactivated;
(b) The Client shall pay all outstanding fees and charges accrued up to the date of termination or expiry;
(c) Each Party shall return or destroy all Confidential Information belonging to the other Party, upon written request;
(d) Blent shall delete all Client Data from its systems within a maximum period of six (6) months following the effective date of termination or expiry, unless retention is required by applicable law. The Client may request written confirmation of deletion upon completion.
The Client undertakes to pay all fees and charges due under the Contract in accordance with the terms set out in this Article. All amounts are payable in the currency specified in the Contract (default: Swiss Francs, CHF). All tariffs are exclusive of applicable taxes. For Clients domiciled in Switzerland, VAT shall be charged in addition at the rate in force at the date of invoicing. For Clients domiciled outside of Switzerland, fees are invoiced net of VAT, as VAT is not applicable.
The applicable tariffs are those specified in the Contract and accepted by the Client. Tariffs may include, as applicable:
(a) Subscription fees for access to the Platform;
(b) Set-up and onboarding fees;
(c) Fees for One-Time Services or Professional Services;
(d) Any other fees as specified in the Contract or applicable SOW.
Subscription fees are invoiced at the frequency specified in the Contract (e.g., monthly, quarterly, or annually). Invoicing begins on the commencement date of the Subscription as indicated in the Contract. Where the Contract includes a Trial Period, Subscription invoicing shall commence at the start of the Subscription Term following the Trial Period, unless otherwise specified.
Set-up and onboarding fees, if applicable, are invoiced with the first Subscription invoice, unless otherwise specified in the Contract.
Unless otherwise agreed in the Contract or the applicable SOW, One-Time Services and Professional Services shall be invoiced as follows:
(a) 50% upon signing of the Contract or SOW;
(b) 40% upon the mid-term review or milestone as defined in the SOW;
(c) 10% upon final acceptance of the deliverables.
During the Trial Period, the Client shall be invoiced at the fees specified in the Contract for the limited scope applicable to the Trial Period. If the Client terminates the Contract during the Trial Period in accordance with Article 3.2, only the fees corresponding to the period of effective use shall be due. If the Client does not terminate the Contract before the end of the Trial Period, Subscription invoicing shall commence automatically under the terms specified in the Contract.
Unless otherwise specified in the Contract, all invoices are payable within thirty (30) calendar days of the invoice date. Payment shall be made by bank transfer to the account specified on the invoice, or by any other payment method accepted by Blent.
The Client shall pay all invoiced amounts without deduction, set-off, or counterclaim. No discount shall apply unless expressly agreed in writing.
In the event of late payment, the following shall apply:
(a) Interest on arrears shall accrue automatically at a rate of 5% per annum on the outstanding amount, calculated from the due date until the date of actual payment, without the need for a formal notice of default;
(b) Reminder fees and any costs incurred for debt collection shall be borne by the Client;
(c) These Terms constitute an acknowledgement of debt within the meaning of Article 82 of the Swiss Federal Act on Debt Enforcement and Bankruptcy (SchKG) for all due and unpaid fees and charges;
(d) In the event of continued non-payment despite a formal reminder, Blent reserves the right to suspend the Services in accordance with Article 3.5 and/or to engage an authorised debt collection agency for legal recovery.
If the Client disputes any invoice or part thereof, the Client shall notify Blent in writing within fifteen (15) calendar days of receipt of the invoice, specifying in detail the reasons for the dispute. The undisputed portion of the invoice shall remain payable within the standard payment terms. The Parties shall use reasonable efforts to resolve any invoice dispute promptly and in good faith.
Blent reserves the right to revise the applicable tariffs. Any tariff change shall take effect at the next renewal of the Subscription Term and shall not apply during the current Subscription Term.
Blent shall notify the Client in writing of any tariff change at least sixty (60) calendar days before the start of the next renewal period. In the event that the Client does not accept the revised tariffs, the Client may terminate the Contract by providing written notice to Blent before the start of the renewal period to which the new tariffs would apply. In such case, the current tariffs shall remain applicable until the end of the current Subscription Term.
Blent shall carry out technical maintenance of the Platform as necessary to ensure the proper functioning of the Services. Blent shall endeavour to schedule planned maintenance outside of standard business hours so as to minimise disruption to the Client. Blent shall provide reasonable advance notice of planned maintenance that may affect the availability of the Platform.
Blent provides support to the Client during standard support hours: Monday to Friday, 09:00–12:00 and 13:00–17:00 CET (excluding Swiss public holidays), to assist with questions on the current use of the Platform.
In the event of a malfunction of the Platform, technical support shall be handled as follows:
(a) Level 1 — Initial response time following the Client's request: within twenty-four (24) hours on working days;
(b) Level 2 — Response time for escalated or partner-related issues: within forty-eight (48) hours on working days.
The response includes acknowledgement of the request and the technical diagnosis.
Following the technical diagnosis, the following maximum resolution times shall apply:
(a) Critical — The Platform is entirely unavailable: resolution within forty-eight (48) hours (excluding weekends and Swiss public holidays);
(b) Non-critical — The Platform is operational but contains one or more defects caused by third-party systems: resolution within seventy-two (72) hours (excluding weekends and Swiss public holidays).
Blent shall use commercially reasonable efforts to meet the above response and resolution times. These commitments represent targets and do not constitute a guarantee of performance or availability. The unavailability of the Platform shall not, in any event, give rise to a right to compensation, subject to the liability provisions set out in these Terms.
Upon commencement of the Services, Blent shall provide the Client with access to the Platform in accordance with the scope defined in the Contract, including the applicable modules and establishments covered.
The Client benefits from an unlimited number of Authorized Users under each Contract. Each Authorized User shall receive individual login credentials. The Client is responsible for ensuring that login credentials are not shared between individuals and that access rights are managed in accordance with Article 8 of these Terms.
Where the Contract or an applicable SOW includes Professional Services or One-Time Services requiring custom specifications, the specifications validated during the preparation phase shall constitute the authoritative reference for the scope of deliverables.
Once the specifications have been validated in writing by the Client (by email or letter), they shall be deemed final. Any changes requested by the Client after validation shall be subject to a new quotation by Blent. If accepted, such changes shall be documented in an addendum to the Contract or SOW and shall form an integral part thereof.
Blent shall use commercially reasonable efforts to ensure the availability of the Platform twenty-four (24) hours a day, seven (7) days a week, with a target availability of 99.9% measured on a monthly basis, excluding:
(a) Scheduled maintenance, for which Blent shall notify the Client by email in advance;
(b) Downtime caused by factors outside Blent's reasonable control, including but not limited to force majeure events, failures of third-party hosting infrastructure, internet connectivity issues, or actions of the Client;
(c) Emergency maintenance required to protect the security or integrity of the Platform.
This availability target represents a commercially reasonable objective and does not constitute a binding guarantee. Specific SLA commitments, including remedies for non-compliance, may be agreed upon in a separate SLA document attached to the Contract.
Blent may, from time to time, deploy updates, upgrades, patches, or new features to the Platform. Such updates are included in the Subscription and shall be deployed automatically without action required from the Client.
Where an update requires scheduled downtime, Blent shall notify the Client by email in advance and shall endeavour to schedule such downtime outside of standard business hours to minimise disruption.
Where an update involves a material change to the functionality or user interface of the Platform, Blent shall provide the Client with reasonable advance notice and, where appropriate, updated Documentation.
Blent reserves the right to discontinue specific features or modules of the Platform, provided that the Client is given at least ninety (90) calendar days' prior written notice and that the core functionality covered by the Client's Contract is not materially diminished.
The Client is responsible for ensuring that its own technical environment meets the minimum requirements necessary to access and use the Platform, including:
(a) A stable internet connection with adequate bandwidth;
(b) A supported and up-to-date web browser (latest versions of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari);
(c) A screen resolution of at least 1280 × 720 pixels.
Blent shall not be liable for any performance issues, errors, or unavailability of the Platform resulting from the Client's failure to meet these technical requirements.
The Platform may integrate with third-party systems, including but not limited to property management systems (PMS), point-of-sale systems (POS), reservation platforms, and other data sources, as specified in the Contract.
Blent shall use commercially reasonable efforts to maintain the proper functioning of these integrations. However, Blent shall not be liable for any disruption, data loss, or degradation of the Services caused by:
(a) Changes, updates, or discontinuation of third-party systems by their respective providers;
(b) Errors, inaccuracies, or delays in data provided by third-party systems;
(c) Unavailability of third-party systems or APIs;
(d) The Client's failure to maintain valid credentials or authorisations required for third-party integrations.
Where a third-party integration requires the Client to enter into a separate agreement with the third-party provider, such agreement shall be solely between the Client and the third-party provider. Blent shall not be a party to, nor liable under, any such agreement.
Client Data is hosted on cloud infrastructure provided by Amazon Web Services (AWS), in the Frankfurt (EU) data centre. Blent reserves the right to change its hosting provider or data centre location, provided that the data remains hosted within the European Economic Area (EEA) or in a jurisdiction ensuring an adequate level of data protection within the meaning of Article 45 GDPR. Blent shall notify the Client in writing of any material change in hosting arrangements.
Where Blent discloses proprietary or confidential technical information to the Client during pre-contractual discussions (e.g., product demonstrations, technical assessments, or proof-of-concept engagements), such information shall be treated as Confidential Information under these Terms. Blent may, at its discretion, require the execution of a separate non-disclosure agreement (NDA) prior to any such disclosure.
All Client Data uploaded, submitted, or transmitted to the Platform by or on behalf of the Client remains the exclusive property of the Client. Blent acquires no rights, title, or interest in the Client Data, except the limited right to process such data solely for the purpose of providing the Services under the Contract.
Blent shall not share, disclose, or transfer Client Data to any third party without the express prior written approval of the Client, except where strictly necessary for the provision of the Services through Subprocessors bound by appropriate confidentiality and data protection obligations.
Blent undertakes to treat all Client Data as strictly confidential. Blent shall ensure that its employees, contractors, and Subprocessors who may access Client Data are bound by appropriate obligations of confidentiality, whether contractual or statutory.
Blent may engage Subprocessors to assist in the provision of the Services, including but not limited to hosting providers, technical support partners, and integration providers. Blent shall ensure that all Subprocessors are bound by data protection obligations no less stringent than those set out in these Terms and, where applicable, in the DPA.
Blent shall maintain an up-to-date list of Subprocessors, which shall be made available to the Client upon written request. Blent shall notify the Client of any material change in its Subprocessors. If the Client has reasonable objections to a new Subprocessor, the Parties shall discuss the matter in good faith with a view to finding a mutually acceptable solution.
Blent shall implement and maintain appropriate technical and organisational measures to protect Client Data against unauthorised access, loss, destruction, alteration, or disclosure, in accordance with industry best practices and applicable data protection legislation.
These measures include, but are not limited to:
(a) Encryption of data in transit and at rest;
(b) Access controls and authentication mechanisms;
(c) Regular security assessments and monitoring;
(d) Incident response procedures.
In the event of a security breach affecting Client Data, Blent shall:
(a) Notify the Client without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach;
(b) Provide the Client with all reasonably available information regarding the nature and scope of the breach, the data affected, and the measures taken or proposed to mitigate the breach;
(c) Cooperate with the Client in fulfilling any notification obligations the Client may have under applicable data protection legislation.
The Parties shall comply with all applicable data protection legislation, including but not limited to the Swiss Federal Act on Data Protection (nDSG) and the General Data Protection Regulation (EU) 2016/679 (GDPR), as applicable to their respective roles and obligations.
Where the Client requests it, the Parties may enter into a separate Data Processing Agreement (DPA) to further detail their respective obligations regarding the processing of Personal Data. The DPA, when signed, shall form an integral part of the Contract.
Blent shall retain Client Data only for as long as necessary for the performance of the Services under the Contract. Upon termination or expiry of the Contract, Client Data shall be deleted in accordance with Article 3.6 of these Terms.
Blent shall not retain any Client Data beyond the deletion period specified in Article 3.6, unless retention is required by applicable law, in which case Blent shall inform the Client of the legal basis and duration of such retention.
Additional information on Blent's data protection practices is available in Blent's Privacy Policy, accessible on the Blent website at https://www.blent.io/legal/privacy-policy. The Privacy Policy includes information on the third-party tools used by Blent for its own commercial and administrative activities, such as customer relationship management and billing systems.
The Platform, including but not limited to its source code, architecture, algorithms, user interface, designs, Documentation, and all related developments, updates, and upgrades, is and shall remain the sole and exclusive property of Blent. Nothing in these Terms or the Contract shall be construed as a transfer of any Intellectual Property rights from Blent to the Client.
All custom developments, configurations, and deliverables produced by Blent in the course of providing Professional Services or One-Time Services under the Contract shall be the sole and exclusive property of Blent, unless expressly agreed otherwise in writing in the applicable Contract or SOW.
The Client agrees not to challenge, contest, or take any action that would impair or invalidate Blent's ownership of its Intellectual Property.
Subject to the Client's compliance with these Terms and payment of the applicable fees, Blent grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for the duration of the Subscription Term, solely for the Client's internal business purposes and within the scope defined in the Contract.
This license extends to all Authorized Users designated by the Client. The license does not confer any right of ownership or any other right in or to the Platform beyond the right of use expressly granted herein.
Upon termination or expiry of the Contract for any reason, this license shall terminate immediately.
The Client shall not, and shall ensure that its Authorized Users do not:
(a) Copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, or architecture of the Platform;
(c) Sublicense, rent, lease, loan, distribute, or otherwise make the Platform available to any third party;
(d) Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform;
(e) Use the Platform in a manner that exceeds the scope defined in the Contract or for the benefit of any third party;
(f) Use the Platform to develop a competing product or service.
For the avoidance of doubt, nothing in this Article shall affect the Client's ownership of Client Data as set out in Article 6.1 of these Terms.
If the Client provides Blent with any suggestions, ideas, enhancement requests, or other feedback regarding the Platform or the Services ("Feedback"), the Client acknowledges that Blent shall be free to use, incorporate, and implement such Feedback without restriction, obligation, or compensation to the Client. All Intellectual Property rights arising from such Feedback shall vest exclusively in Blent.
The Client shall cooperate with Blent in good faith to facilitate the proper provision of the Services. This includes, but is not limited to:
(a) Providing Blent with timely access to the data, systems, credentials, and information reasonably required for the configuration, integration, and ongoing operation of the Platform;
(b) Designating a primary contact person responsible for managing the relationship with Blent, coordinating requests, and facilitating communication between the Parties;
(c) Responding to reasonable requests from Blent within a timely manner, particularly where delays may impact the delivery of the Services or One-Time Services.
The Client is responsible for all information, data, and content provided to Blent and shall ensure that it is accurate, complete, and up to date. Blent shall not be liable for any errors, delays, or deficiencies in the Services resulting from inaccurate or incomplete information provided by the Client.
The Client is responsible for the management and security of all access credentials (usernames, passwords, administrator rights) granted to its Authorized Users. In particular, the Client shall:
(a) Ensure that login credentials are personal and not shared between individuals;
(b) Promptly deactivate or modify access credentials when an Authorized User leaves the Client's organisation, changes role, or no longer requires access to the Platform;
(c) Promptly notify Blent of any suspected or actual unauthorised access to the Platform.
The Client shall be liable for any damage, loss, or unauthorised use of the Platform resulting from the failure to properly manage access credentials, including any actions performed by third parties using the Client's credentials.
The Client shall ensure that its own technical environment meets the minimum requirements set out in Article 5.5 of these Terms. The Client shall install all necessary updates to its own systems and use software and hardware versions compatible with the Platform as recommended by Blent.
The Client undertakes to use only legitimately licensed software and to take all appropriate measures to protect its own systems and network from security threats, including malware, unauthorised access, and cyberattacks.
The Client shall use the Platform and the Services in compliance with all applicable laws and regulations, and shall refrain from and prohibit its Authorized Users from:
(a) Using the Platform in violation of any intellectual property rights of Blent or any third party;
(b) Uploading, transmitting, or processing data or content that is unlawful, defamatory, threatening, violent, racist, discriminatory, pornographic, or otherwise objectionable;
(c) Using the Platform in violation of applicable competition, consumer protection, or anti-money laundering laws;
(d) Attempting to gain unauthorised access to the Platform, other accounts, or systems connected to the Platform;
(e) Introducing viruses, malware, or any other harmful code into the Platform;
(f) Using the Platform in any manner that could damage, disable, or impair the Platform or interfere with other clients' use of the Platform;
(g) Using the Platform to develop a competing product or service, or for benchmarking purposes intended to benefit a competitor of Blent.
Blent shall not be held responsible for any content, data, or information uploaded or transmitted by the Client or its Authorized Users through the Platform.
The Client is responsible for ensuring that all Authorized Users comply with the obligations set out in these Terms. Any act or omission of an Authorized User in connection with the use of the Platform shall be deemed an act or omission of the Client.
The Client shall ensure that its use of the Platform and the Services complies with all applicable laws and regulations in the jurisdictions in which it operates, including but not limited to data protection, consumer protection, employment, and hospitality industry regulations. The Client shall indemnify Blent against any claims, losses, or damages arising from the Client's failure to comply with applicable law in its use of the Services.
To the maximum extent permitted by applicable law, the total aggregate liability of Blent to the Client under or in connection with the Contract, these Terms, and the Services, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total fees actually paid by the Client to Blent during the twelve (12) months immediately preceding the event giving rise to the claim.
This limitation shall apply to each claim individually and to all claims in aggregate during any twelve (12) month period.
Neither Party shall be liable to the other Party for any indirect, incidental, special, or consequential damages, including but not limited to:
(a) Loss of profits, revenue, or anticipated savings;
(b) Loss of business or business opportunities;
(c) Loss of goodwill or reputation;
(d) Loss or corruption of data (except to the extent covered by Blent's data security obligations under Article 6);
(e) Any loss arising from business interruption;
regardless of whether such damages were foreseeable or whether the liable Party had been advised of the possibility of such damages.
The limitations and exclusions set out in Articles 9.1 and 9.2 shall not apply to:
(a) Liability arising from wilful misconduct (dol) or gross negligence (faute grave) by either Party;
(b) The Client's payment obligations under the Contract;
(c) Liability arising from a Party's breach of its confidentiality obligations under these Terms;
(d) The Client's indemnification obligations under Article 9.6;
(e) Liability that cannot be limited or excluded under applicable mandatory law.
Without prejudice to the general limitations set out above, Blent shall not be liable for:
(a) Any damage, disruption, or loss arising from the Client's failure to comply with its obligations under these Terms, including but not limited to the obligations set out in Articles 5.5 and 8;
(b) Any damage resulting from the unavailability, malfunction, or changes to third-party systems integrated with the Platform, as set out in Article 5.6;
(c) Any damage resulting from unauthorised access to the Platform caused by the Client's failure to properly manage access credentials in accordance with Article 8.3;
(d) Any interruption of the Services resulting from scheduled maintenance, emergency maintenance, or security-related measures taken by Blent in accordance with these Terms;
(e) Any damage caused by force majeure events as defined in these Terms.
The Platform is provided on an "as is" and "as available" basis. While Blent shall use commercially reasonable efforts to ensure the availability and proper functioning of the Platform in accordance with Article 5.3, Blent does not warrant that:
(a) The Platform will be available without interruption or error-free at all times;
(b) All defects or errors will be corrected;
(c) The Platform will meet all of the Client's specific requirements beyond the scope defined in the Contract.
To the maximum extent permitted by applicable law, Blent disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
The Client shall indemnify, defend, and hold harmless Blent, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:
(a) The Client's breach of these Terms or the Contract;
(b) The Client's use of the Platform in violation of applicable law;
(c) Any claim by a third party resulting from data or content uploaded, transmitted, or processed by the Client through the Platform;
(d) The Client's failure to comply with applicable data protection legislation in connection with its use of the Services.
Each Party shall take all reasonable steps to mitigate any loss or damage for which the other Party may be liable under these Terms. A Party's failure to mitigate shall reduce the other Party's liability to the extent that such mitigation would have reduced the loss or damage suffered.
Any claim by either Party under or in connection with these Terms must be notified in writing to the other Party within twelve (12) months of the date on which the claiming Party became aware, or ought reasonably to have become aware, of the event giving rise to the claim. Any claim not notified within this period shall be deemed waived, to the extent permitted by applicable law.
Each Party undertakes to maintain and treat as confidential all Confidential Information received from the other Party, as defined in Article 2 of these Terms. Neither Party shall disclose Confidential Information to any third party, except to its employees, officers, contractors, or professional advisers who have a legitimate need to know and who are bound by obligations of confidentiality no less stringent than those set out herein.
The obligations of confidentiality shall not apply to information which:
(a) Was already known to the receiving Party prior to its disclosure, as evidenced by written records;
(b) Is or becomes publicly available through no fault of the receiving Party;
(c) Is lawfully received from a third party without restriction on disclosure;
(d) Must be disclosed to comply with applicable law, regulation, or a binding order from a competent authority, provided that the receiving Party gives the disclosing Party prior written notice where legally permitted and takes reasonable steps to minimise the scope of such disclosure.
The obligations of confidentiality shall remain in effect for the duration of the Contract and for a period of three (3) years following its termination or expiry.
In order to fulfil its contractual obligations, Blent may at any time engage the services of Third Parties, including Subprocessors. Blent shall remain responsible to the Client for the performance of the Services, regardless of any delegation to Third Parties. Third Parties engaged by Blent shall be bound by obligations consistent with these Terms, including applicable confidentiality and data protection obligations.
Unless the Client objects in writing, Blent reserves the right to mention the Client's company name and logo as a reference on the Blent website (blent.io) and its partners' websites, as well as in commercial presentations, case studies, and other marketing materials. The Client may withdraw this authorisation at any time by written notice to Blent, in which case Blent shall remove the reference within thirty (30) calendar days.
The relationship between the Client and Blent is that of independent contracting parties. Nothing in these Terms or the Contract shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship between the Parties. Neither Party has the authority to bind or commit the other Party in any way.
Blent reserves the right to modify these Terms from time to time. Any material modification shall be notified to the Client in writing (by email or letter) at least thirty (30) calendar days before it takes effect.
Non-material modifications, such as corrections, clarifications, or formatting changes, shall take effect upon publication on the Blent website.
The latest version of these Terms is available on the Blent website at [URL]. If the Client continues to use the Services after the effective date of a material modification, the Client shall be deemed to have accepted the modified Terms. If the Client does not accept a material modification, the Client may terminate the Contract by written notice to Blent before the modification takes effect, in which case the previous Terms shall remain applicable until the end of the current Subscription Term.
These Terms may be translated into other languages for convenience. In the event of any inconsistency or discrepancy between the English version and any translation, the English version shall prevail.
These Terms and the Contract shall be governed by and construed in accordance with the substantive laws of Switzerland, to the exclusion of its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute arising out of or in connection with these Terms or the Contract that cannot be resolved amicably between the Parties shall be submitted to the exclusive jurisdiction of the competent courts of the district of Nyon, Canton of Vaud, Switzerland.
The Client certifies that it has read the General Terms and Conditions and accepts them.
