The company D.H. COMPANY is a simplified joint-stock company, with its head office located at 43 Rue de Turenne, 75003 Paris, registered in the Paris Trade and Companies Register under number 889.362.398 (hereinafter referred to as the "Company").
These General Terms and Conditions of Sale (hereinafter referred to as "GTC") set the legal framework for the use of the "Fullwhere" software solution designed, developed, and operated by the Company (hereinafter referred to as the "Solution") by its clients (hereinafter referred to as "Clients"). This solution is available in SaaS "Software as a Service" mode and is accessible online at the address https://app.fullwhere.com.
These GTC also define the legal framework of the relationships established between the Company on one part and any Client on the other. They are supplemented by the Specific Conditions defining the specific subscription terms for the Client. The Company and the Clients are also hereinafter referred to collectively as the "Parties" and individually as a "Party".
It is possible to contact the Company at the address indicated at the beginning of these terms, via the contact form available on the Company's website at https://www.fullwhere.com/ (hereinafter referred to as the "Platform").
In the context of its duty to inform and advise, the Company has provided the Client with documentation presenting the Solution as well as these GTC, which the Client acknowledges having read. It is up to the Client, based on this information, to ensure the adequacy of the Solution to their specific needs.
Each Client declares and acknowledges, consequently, having read and understood the provisions of these GTC, which are available at any time on the Platform, in a dedicated tab for this purpose or upon the Client's request to the Company. By using the Solution, Clients declare to accept these GTC without reservation. At any time, if a Client disagrees with any of the clauses of the GTC, they must immediately cease using the Solution.
ARTICLE 1: DEFINITIONS
▪ Subscription: refers to the subscription offered by the Company and subscribed to by the Client, the specific terms of which are defined in the Specific Conditions signed by the Client. The Subscription varies according to the specifics of the Services.
▪ Database: refers to the set of data, generated by the Solution and made available to the Client within the scope of the Solution's use.
▪ Client: refers to any client of the Company who has subscribed to a Subscription to benefit from access to the Solution and the use of Services.
▪ Account: refers to the personalized space accessible on the Solution, allowing Clients to access all the functionalities offered by the Company.
▪ Content: refers to any text, graphic, image, music, video, or other element that may be communicated to the Company or uploaded via the Solution by a Client.
▪ Quotation: refers to the proposal of a mission provided by the Company to the Client summarizing the Services and their cost. The Quotation is valid for one (1) month.
▪ Documentation: refers to the information provided by the Company in the form of user documentation accompanying the Solution and including all functions and specifications of this Solution.
▪ Data: refers to the data, files, and information transferred on the Solution, both data transmitted by the Client within the use of the Solution and those generated by the Solution within the scope of the Services.
▪ Personal Data: refers to personal data within the meaning of Regulation No. 2016/679 known as the General Data Protection Regulation ("GDPR") that the Client collects, enters, enters information, transmits, or processes within the use of the Solution and/or the Platform;
▪ Intellectual Property Rights: refers to all literary and artistic property rights (copyright and related rights), industrial property rights (trademarks, designs, and models) provided for in the Intellectual Property Code and international treaties;
▪ Identifiers: refers to the login ID and password specific to the Client or any user.
▪ User License: refers to the right of access and use by a User of the Solution, according to the Subscription subscribed by the Client;
▪ Update: refers to improvements made to the Solution, decided unilaterally by the Company, based on functional developments and provided such adaptations or developments do not require rewriting a substantial part of the Solution. Updates also include correcting any discrepancies in the Solution relative to the Documentation.
▪ Platform: refers to the "Fullwhere" platform accessible online at the address https://www.fullwhere.com/ or any other domain name that may be provided by the Company.
▪ Technical Prerequisites: refers to the minimum configurations required to enable optimal use of the Solution by the Client. The Technical Prerequisites appear in Appendix No. 1 of the GTC.
▪ Solution: refers to the "Fullwhere" software available in SaaS mode at the address https://app.fullwhere.com, licensed for a Subscription.
▪ Services: refer to the various functionalities accessible when using the Solution, which the Client can benefit from under their Subscription, defined below.
▪ Associated Services: refers to all services enjoyed by the Client associated with the subscription to the Services under a Subscription.
▪ Support: refers to assistance with the use of the Solution. Support can only be provided by the Company if the Client has the technical facilities needed for the Support.
▪ User: refers to a natural person who is part of the Client's staff and authorized by the latter, or a logical or physical system that may have access to the Solution for professional use.
ARTICLE 2: PURPOSE
These GTC aim to define the conditions under which the Company grants the Client a right to use the Solution in SaaS mode and provides the Client with the Services and Associated Services of this Solution.
These GTC are concluded between the Parties for the entire duration of the provision of the Subscription subscribed by the Client and defined in the Quotation and in the relevant Specific Conditions.
The Company reserves the right to modify these GTC at any time. Any modification will take effect from their publication. Clients agree to be notified of updated GTC which will prevail over all others, by email or through their publication on the Platform. In the event that the Client does not agree with these modifications, they are free to cease using the Solution and possibly terminate the Services. In the absence of termination, the new GTC will then apply as of the next usage or Subscription renewal following the coming into effect of the new GTC.
By any use of the Solution and the Services, the Client accepts these GTC without reservation. They declare and acknowledge, consequently, that they have read and accepted these GTC.
ARTICLE 3: QUOTATION
When contacting the Company, the Client communicates to the Company their needs relating to their activities with a view to soliciting a Quotation.
The Company will examine the Client's project and provide them with a Quotation based on the information they have provided.
The Quotation is sent to the Client free of charge by email at the address provided during contact. It specifies the characteristics of the Subscription and Services provided, the amount, and the duration of the Subscription.
If the Client accepts the Quotation, they must inform the Company, which will send them a purchase order in the form of Specific Conditions pertinent to this Quotation.
To confirm their subscription to the Subscription firmly and definitively, the Client must return the Quotation and the signed Specific Conditions to the Company, by following the electronic signature procedure provided by the Company, which demonstrates their consent and acceptance of these terms.
Once the Quotation is returned by the Client, an acknowledgment email of the order is sent to the Client by the Company. The contract will be validly concluded between the Company and the Client after signing the Quotation and the Specific Conditions, which will engage them irrevocably. The Client cannot then cancel their order, unless with the express agreement of the Company, except under the conditions set forth in Article 9 of these terms.
In the absence of receipt of the signed Quotation and Specific Conditions within one (1) month from the date of sending, the proposal is deemed void.
The Client may inform the Company at any time that they wish to entrust the execution of one or more specific additional services not included in the Subscription.
The Company must inform the Client as soon as possible (and at the latest ten (10) days after the request) if it accepts or not the service(s) the Client wishes to entrust to it. If applicable, the Company will provide the Client, within ten (10) calendar days from the transmission of the needs expression, a supplementary quotation.
Each newly entrusted service will be subject to the signing of this supplementary quotation, expressly detailing all execution terms and pricing conditions of it.
ARTICLE 4: PROVISION OF THE SOLUTION
4.1 In exchange for the payment of the Subscription, the Company grants the Client a non-exclusive right to access and use the Solution. This right of access and use is granted solely for the internal operation needs of the Client within the limits of the rights acquired defined at the time of Subscription.
The Client may not assign all or part of the rights and obligations resulting from these GTC without the prior written and specific consent of the Company.
4.2 The granted right of use is limited to the number of named Users, according to the terms defined with the Subscription. By named User, we mean:
▪ either Users, physical persons, designated by the Client with a personal identifier and password and who can access the Solution;
▪ and/or logical or physical systems accessing and operating processes with the Solution (stations, mobile, etc.). This access right to the Solution is granted exclusively for the professional needs of the Client. Each access by a named User constitutes a User License. The number of User Licenses subscribed to by the Client is defined in the Specific Conditions signed by the Client. The Client undertakes to maintain up-to-date and make available the list of its named Users.
4.3 The Company undertakes to provide the Solution according to the subscribed Subscription and the Specific Conditions, which notably specify the content, limitations, duration if extended, and associated procedures, modalities of implementing Updates, and Support.
ARTICLE 5: ACCESS TO THE SOLUTION
5.1 The Client's access to the Solution is executed from any computer with an operating system and Internet browsers compatible with the Solution. All costs related to accessing the Solution, whether material, software or internet access costs, are exclusively borne by the Client. The technical prerequisites appear in Appendix No. 1 of these terms.
5.2 The Client accesses the Solution by creating an Account, giving them access to a client space. The Company provides the Client with a number of Identifiers allowing access to Users. The provided Identifiers are strictly personal and confidential.
The Client is informed that the Company has technical systems available to control the shared use of the Identifiers (notably via IP addresses).
The Client is entirely responsible for its use of the Identifiers as well as their use by Users. They undertake to make all efforts to keep Identifiers secret and ensure that no other person not authorized by the Company has access to the Solution. Generally, the Client assumes responsibility for the security of the systems accessing the Solution.
In case of loss, theft, or accidental disclosure of an Identifier, the Client shall inform the Company, which will assign new Identifiers. Any potential costs related to the recovery procedure of Identifiers are borne by the Client.
In case of fraudulent use of the Client's Identifiers due to a fault or negligence attributable to the latter, the Client will be responsible to the Company for any loss or deterioration of Data, and more generally for any damage suffered due to unauthorized use of the Solution, including unauthorized reuse of Data.
ARTICLE 6: DESCRIPTION OF SERVICES
The Company offers services for marketing performance management, monitoring, and improving customer satisfaction, as well as online reputation.
Subscription to the Solution provides the Client access to the following Services in particular:
▪ Centralizing customer feedback;
▪ Communication tools with end customers and responding to customer feedback;
▪ Implementing satisfaction surveys;
▪ Collaboration and support of the Client's internal teams in managing customer feedback.
The Services offered by the Company may evolve.
The Company reserves the right to offer any Services it deems useful, in a form and according to the functionalities and technical means it deems most appropriate to deliver the said Services. The Company may notably offer other specific functionalities to the Client, within the scope of their Subscription, in the conditions set out in the Specific Conditions.
The Client acknowledges and accepts that the Company does not guarantee exclusivity in the provision of the Services and therefore, the Company reserves the right to offer its Service offers to any third party, including those operating in a competing activity with that of the Client. The Client acknowledges that they have accepted this lack of exclusivity without reservation and waives any liability action against the Company on this basis.
ARTICLE 7: UPDATE - MAINTENANCE
7.1 The Client is informed that legislative and regulatory developments may, at any time, make the Solution inappropriate.
The Company, as part of Support, may Update the standard Solution to ensure it meets new legal and regulatory requirements, provided such adaptations or evolutions do not require rewriting a substantial part of the Solution.
The Client is also informed that the evolution of technology and customer demand may lead the Company to undertake Updates, which may result in changes to the Technical Prerequisites, for which the Company cannot be held liable.
Before the Update, the Client will receive a notification of deployment of the Update before its implementation.
The Update will be conducted as follows:
▪ online when the Update aims to correct any discrepancies;
▪ semi-annually when the Update aims to bring improvements considering functional evolutions;
▪ at weekly intervals when the Update concerns the security system.
7.2 To ensure optimal use of the Solution, the Company will regularly check the proper functioning of the Solution to detect risks of operational anomalies and remedy them in anticipation.
The Company undertakes to ensure the corrective maintenance operations of the Solution so as not to impede the Client's access to the Solution.
The Company also undertakes to continuously carry out improvements on existing functionalities and rectify operational anomalies of the Solution.
For maintenance operations of the Solution, its use may be interrupted, generally during non-working hours and days. The Client will be previously notified of the maintenance operations by email and through an information window when accessing the Solution.
ARTICLE 8: ASSOCIATED SERVICES
8.1 Data storage and security measures
All of the Client's Data is stored in a database, on one or more servers located on a dedicated and secure site.
The Company undertakes to implement state-of-the-art technical means to ensure the physical and logical security of the servers and networks under its control and responsibility. As soon as they become aware of it, each of the Parties will report to the other Party any fact likely to constitute an attack on the physical or logical security of the other's environment (e.g., intrusion attempts).
The Company undertakes to take all useful precautions in accordance with the state of the art to preserve the security of the Data so that it is not, through its actions, distorted, damaged, or communicated to unauthorized third parties. Consequently, the Company undertakes to comply with and ensure compliance by its staff with the following obligations:
▪ not to make copies of the documents and Data supports entrusted to it, except those strictly necessary for the execution of the Solution;
▪ not to use the Data for purposes other than those of these GTC;
▪ not to disclose the Data to other persons, whether private or public, physical or legal, unless such disclosure is required by law, judicial or administrative authority, or necessary in the context of legal action.
8.2 Surveillance system
The Company implements all necessary means to ensure user traceability via IP, to ensure secure exploitation of the Solution.
The Company will put in place access control to the premises where the services related to the Solution are performed, allowing access only to persons authorized by the Company or accompanied by authorized personnel. The Company will take all measures to prevent intrusions.
The Company will implement the necessary measures to allow only persons authorized by the Client to access the Solution.
To ensure the confidentiality of data in transit between the Client and the point of access to the Solution, all connections are secured. Data flows, which travel through unsecured telecommunications networks, use recognized security protocols such as HTTPS (based on SSL/TLS Secure Socket Layer/Transport Layer Security) or SFTP (based on Secure Shell - SSH).
8.3 Assistance and Support
Throughout the duration of the Solution's provision, the Company provides Clients or Users designated by the Client with support via an online assistance platform available at the address https://help.fullwhere.com offering Clients useful information regarding the use of the Solution and a discussion channel (chat). Use of this support platform is subject to these GTC.
This Associated Service aims to inform the Company of any potential malfunctions of the Solution, not attributable to improper use, non-conformance, or modified access by the Client.
In the event of malfunctions confirmed in the Solution, the Client must report to the Company the conditions of the malfunctions as observed by Users, as well as the severity level of the malfunctions.
The Company undertakes to analyze the malfunctions reported by the Client within forty-eight (48) hours and to provide a response within a maximum of seven (7) business days. Once the malfunctions are fixed, the Client will receive a notification informing them of the correction of the malfunctions.
In the event that malfunctions cannot be immediately corrected, the Company will implement a workaround to ensure continuity of operation of the Solution.
Any potential fees and costs related to malfunction correction directly or indirectly due to an external cause, including misuse or use by the Client and/or any third party, will be borne exclusively by the Client. The Company cannot remedy the effects of maneuvers or prohibited uses described in these GTC, nor those resulting from a change in the hardware environment or software environment without prior notice and approval, without this list being exhaustive.
8.4 Exclusions
The Company may perform additional services (advice, support, configuration, training, interoperability) beyond those exclusively provided by the Solution or included in the Associated Services.
Any additional service to be performed by the Company must be subject to an estimate and written and express acceptance by the Client. It will be invoiced separately from the Subscription payment.
ARTICLE 9: FINANCIAL TERMS
9.1 Pricing and payment
The prices set on the Quotation at the time of subscription to the Services are expressed in euros excluding taxes. Financial conditions and pricing details are mentioned in the Quotation and Specific Conditions.
Access to the Solution by the Client and its use by Users is subject to payment by the Client of the Subscription price, as defined and according to the terms set out in the Quotation and Specific Conditions.
Any modification in the scope of Services initially determined will be subject to additional billing.
Any decision on a discount, reduction, or application of sliding scales, as a percentage or lump sum, remains at the sole discretion of the Company. Any discounts or rebates granted to the Client do not in any way create an acquired right for subsequent orders.
Payments cannot be suspended or subject to any compensation without prior written agreement between the Company and the Client. Any unilateral suspension, deduction, or compensation by the Client will be treated as a default in payment, leading to all consequences of late payment.
9.2 Price revision
The pricing grid can be updated annually and may be updated by the Company at any time, respecting at least a 3-month notification period.
9.3 Billing terms
Unless contrary and specific provisions are agreed between the Parties, payment for the Subscription to the Solution is made monthly on the 1st of each month, by direct debit.
Payment of any invoice related to additional services must be made by the Client, by bank transfer or direct debit, within a maximum of thirty (30) days from the date of invoice receipt, unless otherwise stipulated in the Specific Conditions.
The Company is not a banking institution and all intermediate payment services are provided by a payment service provider authorized and specialized in these services. Bank information is transmitted exclusively to this payment provider securely.
9.3 Late payment
In the event of non-payment on the due date, a late payment penalty calculated based on an interest rate set at three (3) times the legal interest rate, as well as a fixed compensation for recovery costs of forty euros excluding taxes (€ 40 HT), will be payable by the Company without prior formal notice, without prejudice to any recourse and any procedure the Company may take against the Client. If these costs exceed the amount of this compensation, the Company may claim additional compensation from the Client, upon presentation of documents specifying the diligences accomplished.
Any claim related to an invoice must be submitted in writing to the Company's head office eight (8) days after receipt.
The Company reserves the right, ten (10) days after sending the formal notice to pay, in recommended form, either partially or totally without effect, to suspend the Solution and any ongoing service until full payment of the due amounts. This suspension cannot be considered a Subscription termination.
Similarly, the Company reserves the right to refuse any Client order with whom there is an outstanding payment dispute for a previous Order.
All uncovered fees incurred from a bank rejection of a Client payment will remain financially charged to the latter.
ARTICLE 10: INTELLECTUAL PROPERTY
10.1 Each Party remains the owner of its distinctive signs, namely the registered trademarks, trade names, trade designations, commercial signs, domain names, and more generally, identification signs of people, products, and/or services even if they do not have specific legal protection, prior to and/or external to the contract concluded between the Parties.
10.2 The overall structure of the Solution, and all its components (such as trademarks, logos, domain names, phonographic or videographic recordings, and their associated elements including photos, images, texts, and biographical details of authors, artists, performers, and/or any other rights holders on phonographic or videographic recordings as well as packaging visuals for these recordings) belong exclusively to the Company and/or its licensors.
The Company holds all applicable intellectual property rights related to the Solution or declares, where a third party holds the intellectual property, to have obtained the right to market or distribute the Solution. The Company grants the Client a personal, non-exclusive, non-transferable, non-assignable right to use the Services throughout the Subscription duration.
The provision of the Solution to the Client does not grant any title or intellectual property right on the Solution or the Services. The temporary provision of the Solution and the supply of Services cannot be interpreted as the transfer of any intellectual property right to the Client.
Therefore, the Client shall not infringe upon the Solution in any way and notably use the Solution inconsistently with its intended purpose and the conditions outlined in the GTC.
Consequently, the Client undertakes not to:
▪ Perform reverse engineering of the Solution to develop a competing product or service and/or to copy or reproduce all features, functions, or graphical attributes of the Solution;
▪ Use the Solution other than in accordance with its professional designation, which means according to its Documentation and for professional business purposes only;
▪ Distribute the Solution, commercially operate it, make it available to third parties, or rent it unless stated otherwise in the corresponding Purchase Order or Specific Conditions;
▪ Alter or disrupt the integrity or performance of the Solution or the information contained therein;
▪ Access or attempt to gain unauthorized access to the Solution or the systems or networks associated with it;
▪ Download or reproduce the Solution code or translate the form of this code to obtain information necessary for the interoperability of the Solution with other independently created software;
▪ Decompile the Solution except in cases provided by law.
The name, logos, designs, models, stylized letters, figurative trademarks, and all signs represented on the Platform remain the exclusive property of the Company. No title or right over any element or software will be obtained by downloading or copying elements from the Platform. It is strictly prohibited to reproduce (except for personal and non-commercial use), publish, edit, transmit, distribute, show, remove, delete, add to this Platform, or elements and software contained therein, nor modify them or perform any work based on them, nor sell or engage in any sale related to this Platform, Platform elements, or any associated software. The available Content within the Services are digital files protected by national and international copyright and related rights. As such, and in accordance with the Intellectual Property Code, their use in a strictly private context is authorized. Any use for purposes other than private exposes the Client or Users to civil and/or criminal legal action.
10.3 Any knowledge, method, technique, know-how, invention, software, packaged software, databases, or other IT developments, whatever their nature or medium, covered or not by intellectual property rights, including industrial, owned by the Company prior to the effective date of the contract between the Parties (hereinafter "own Knowledge") remain the property of the Company, the owner.
Their use by the Client is limited to the scope of the Contract. Their use within the Contract framework does not confer the right to use them for other projects, products, or applications without prior written agreement from the knowledge owner.
10.4 For Services which consist of and/or result in the creation of works, methods, techniques, and know-how, analyses, developments, notes, videos, recordings, reports, specifications (collectively "the Results"), whatever their nature or form are, created, developed, performed, or provided by the Company, alone or with the Client and/or third parties, on the Client's behalf, it is agreed that the Company assigns to the Client exclusively and definitively, as they are created, all the intellectual property rights of a patrimonial nature associated with the Results.
Through this assignment, the Company grants the Client:
▪ use and commercial exploitation rights, in all forms, whether envisioned at the contract signing date or not,
▪ reproduction rights, by any means and on all supports, known or unknown at the signing date,
▪ representation rights by any means, known or unknown at the signing date,
▪ modification, adaptation, translation, evolution, addition, deletion rights..., of all or part of the creations objects of the Services,
▪ incorporation rights, in whole or part, into any pre-existing or to-be-created work,
▪ rewrite in another computer language rights,
▪ porting rights, on other hardware or adaptation to other operating systems than those used or known at the signing date,
▪ the right to assign the benefits of this assignment to any third party of its choice,
▪ source codes, object codes, and associated documentation;
▪ all technical and/or methodological know-how;
▪ functionalities in that, when expressed, would allow the scripting of a technically different program but imitating the methodology used;
▪ interface elements, including screens, editions, or menus;
▪ description, titles, and data structure, regardless of the tool in which these elements are stored/used, notably all elements stored in the database;
▪ settings, whether in the form of database tables, binary-structured files, or text-type files,
▪ and generally speaking, all patrimonial privileges of the author over their creation.
This transfer is effective both in France and abroad for the entire period of legal protection granted to the Results.
The Company undertakes to deliver the Client all elements necessary for the exploitation of the Results.
The Company guarantees that it holds all intellectual property rights and all necessary authorization to execute the Services and the free peaceful exercise of rights, as stated in this article. It ensures that Client use of the Results does not infringe upon third-party rights. The Company has made all necessary arrangements with its personnel for this transfer and guarantees the Client against any litigation due to this fact.
ARTICLE 11: OBLIGATIONS
11.1 Client Obligations
To allow the Company to deliver services that conform to its expectations in terms of nature and quality, the Client undertakes to actively collaborate with the Company and to communicate all essential information not previously transmitted during contact and the Client's request for a Quotation. They must describe their needs precisely and ensure transparency concerning their activities, positioning, and targeted prospects, as well as different platforms used to connect with end customers.
More generally, the Client undertakes to make available all information that could enable the Company to provide its Services.
To this end, the Client appoints a preferred contact point to monitor the various stages of the Services provided by the Company. They will be designated by the Client on the validated Quotation or by any means after this acceptance.
The Client undertakes to observe the terms of these GTC and to use the Solution in compliance with current laws and regulations.
The Client undertakes to comply with laws and regulations in force and not to infringe upon third-party rights or public order.
The Client agrees to refrain from:
▪ Using the Solution in any illegal manner, for any illegal purpose, or in any way that is inconsistent with these GTC;
▪ Selling, copying, reproducing, renting, lending, distributing, transferring, or sublicensing all or part of the Content appearing on the Solution and/or Platform, decompiling, reverse-engineering, disassembling, modifying, displaying a readable version, attempting to discover any source code, or using any software activating or containing all or part of the Solution;
▪ Trying to gain unauthorized access to the Solution's computer system or engaging in any activity that disrupts, diminishes quality, interferes with performance, or impairs the Solution's features;
▪ Misusing the Solution by voluntarily inserting viruses or any other malicious program and attempting unauthorized access to the Solution;
▪ Infringing upon the Company's Intellectual Property Rights and/or reselling or attempting to resell Content to third parties;
▪ Disparaging the Solution, Content, and the Company on social networks or any other communication mediums.
The Solution is used by the Client under their control, direction, and sole responsibility. The Client guarantees compliance by Users with these GTC and is solely responsible for content broadcasted and/or downloaded via the Solution, assuming full responsibility for the accuracy, integrity, legality, reliability, and timeliness of the information transmitted to the Company within the scope of these GTC. Hence, under the Customer's responsibility are:
▪ Implementing all useful processes and measures to protect their User workstations, hardware, packaged software, software, and passwords, notably against viruses and intrusions;
▪ Implementing necessary external backup means, external to the Associated Services provided by the Company;
▪ Compliance with the latest up-to-date Technical Prerequisites to avoid harmful consequences such as slowdowns, blockages, Data alterations;
▪ The choice of access provider or telecommunications support, with the Client having to take up administrative requests and contracts necessary subscriptions, bearing the cost;
▪ Designating, among their staff, a preferred contact of the Company acting as the Client's administrator for the Solution, particularly on security aspects;
▪ Use of Access IDs and access codes chosen by the Client during the Solution execution. They will ensure that no unauthorized personnel can access the Solution. In case of unauthorized access, the Client will inform the Company without delay;
▪ Errors made by personnel in using the Solution and procedures allowing connection to the Solution, notably concerning Internet access and navigation means. The Company is relieved of all liability regarding the nature, content of data, or information of the Client, including its usage.
If, for any reason, the Company believes the Client is not complying with these GTC, the Company may, at any time and at its discretion, temporarily or permanently limit or suspend the Subscription, delete their access to the Solution, and take all measures including any civil and criminal legal action against them.
Consequently, the User assumes full responsibility for the accuracy, integrity, legality, reliability, and timeliness of the information sent to the Company within these GTC.
The User acknowledges that the Company's liability cannot be sought if the information transmitted is not free of rights or infringes upon third-party rights.
11.2 Company Obligations
The Company commits to informing the Client of any event that could compromise the supply of the Solution, including if this event is attributable to a third party.
The Company undertakes to implement all necessary measures for the execution of the Solution under the terms outlined in the offer subscribed by the Client.
The Company undertakes to provide all necessary care and diligence to supply a quality service under professional practices and state-of-the-art rules. The Company undertakes to:
▪ React quickly in case of an incident. In the event of a major incident affecting the proper functioning of the whole Solution, the Company will strive to take all necessary measures to ensure the Solution's continuity. During this period, the Client accepts potential partial degradation in Solution performance due to the incident;
▪ Maintain the highest quality of its tools;
▪ Allow the Client to hide their Personal Data;
▪ Protect, as much as possible, its hosting platform.
Agreement exists between the Parties that the Company will, under all circumstances, remain free to determine its industrialization policy.
Consequently, the Company can freely design, organize, size, modify, or evolve the Solution and use partners and suppliers of its choice without the Client's prior written consent, as long as it does not reduce the Company's commitments.
ARTICLE 12: DATA
12.1 Ownership of Data generated by the Solution
All Data generated within the Solution's use remains the full property of the Company. The Database architecture, presentation, and arrangement (without limitation) are owned by the Company and are protected by copyright.
Under the Subscription and Services, the Client has a simple, non-exclusive right to use the Solution and the Database for internal purposes.
The Client is prohibited from reproducing, reusing, adapting, or exploiting the Database or its content outside the use scope of the Services.
In this regard, the Client is not authorized to:
▪ Use the Solution and Database to create a new database unrelated to its internal purposes;
▪ Handle or use the Solution and Database in a way that could directly or indirectly compete with the Company;
▪ Transfer data contained in the Database to or on one or more other third-party platforms, applications, or databases;
▪ Reuse data contained in the Database for purposes other than those strictly necessary for its internal needs, notably any resale, distribution, or provision to third parties, including free, exceptional, or partial.
The Company reserves the right to verify by any means that the Solution and Database are used under these GTC conditions and are not reproduced without its authorization.
12.2 Ownership of Content disseminated by the Client
The Contents provided by the Client and/or Users to the Company and stored within the Solution's use remain the Client's exclusive property.
The reproduction or use by the Company of the Client's Content, outside the scope of the Service provision, is prohibited.
However, the Client expressly authorizes the Company to host their Content on the server and to use it notably for Solution operation, Service provision, statistical, learning, and improvement purposes.
Therefore, the Client declares:
▪ to be the holder of moral and proprietary rights relating to Content they communicate via the Solution or within Service provision, or to hold necessary publication and exploitation authorizations for this Content by the Company;
▪that Content publication and use on the Solution or through it do not infringe upon, divert, or violate third-party rights, including but not limited to privacy rights, publicity rights, copyright, trademarks, and other Intellectual Property Rights.
12.3 Personal Data
The Company acts as a processor, under Client instructions, who is designated as the Data Controller. The Client is informed that it is their sole responsibility to comply with applicable data protection regulations, especially (i) the General Data Protection Regulation (EU) No. 2016/679 ("GDPR") and (ii) any local regulations of an EU Member State applicable to Personal Data processing.
Whenever Personal Data is collected by or transferred by the Client or by the Company on the Client's instruction, it is the Client's responsibility to ensure that Personal Data collection, processing, and/or transfer is authorized.
As the processor of Personal Data, the Company undertakes to process Client Personal Data only according to Client-documented instructions or to the extent necessary for Services provision, and to make copies of Client documents containing Personal Data only to provide Services or fulfill a legal obligation.
The Company may use Personal Data for personal purposes as a joint controller, including commercial, statistical, and/or analysis, research, and study purposes, even if this processing results in anonymizing Personal Data.
The Company also undertakes to retain Client Personal Data only for as long as necessary for the Service provision, except for legal obligations requiring Personal Data retention.
The Company undertakes to transmit to the Client, as soon as possible, any information allowing the Client to respond to any data subject request regarding their Personal Data processed by the Company on behalf of the Client.
The Company implements technical and organizational security measures to ensure confidentiality, integrity, availability, and traceability of Personal Data.
The Company undertakes to ensure that Client Personal Data is only accessible by Company staff and contractors duly authorized and authorized for this purpose. It ensures detecting, resolving, and notifying security incidents and Data breaches. In this context, the Company acknowledges that the Client is solely authorized to determine: (i) whether the Data Breach needs to be notified to data subjects, authorities, or any other person under applicable regulation; and (ii) the content of such notification. The Company will take appropriate measures to (i) remedy the security incident, (ii) limit its effects, and (iii) make any appropriate changes to prevent recurrence of the security incident. The Company must cooperate and provide the Client with necessary assistance regarding any complaint by a data subject or any investigation or request from a regulatory authority under applicable regulation.
The Company must keep a record of processing activities conducted on behalf of the Client, including those entrusted to its subcontractors of Personal Data.
Unless otherwise agreed specifically, the Company undertakes to prioritize Client Personal Data processing within the European Economic Area ("EEA"). If transferred outside the EEA, the Company undertakes to inform the Client and to take necessary measures and guarantees to ensure the transfer complies with applicable regulation. The Company also guarantees that its subcontractors are subject to similar obligations concerning Personal Data transfer to third countries.
The Company undertakes, at the Client's request, and in any case following termination or expiration of these terms, to return to the Client their Personal Data in a readable and interoperable format and destroy any copies of the Client's Personal Data it may have in its possession, except for the duration where their archiving or retention is required by law or regulations in force.
ARTICLE 13: LIMITATION OF LIABILITY
The Client acknowledges having been informed that the Company is subject to a best-effort obligation for fulfilling obligations imposed on it under these GTC.
The Client remains responsible for its IT equipment as well as those used in connection with the Company. At no time does the Company guarantee the reliability or operation of the internet and telecommunications networks used.
The Company cannot be held liable for the quality, availability, and reliability of telecommunications networks, whatever their nature, in the case of data transport or Internet access, even when the provider is recommended by the Company.
Similarly, the Company cannot be held liable by the Client for interruption periods linked to update and maintenance operations.
The Company is not responsible for any damage caused directly or indirectly by the Client's improper use of the Solution or Services.
The Company can never be held liable, whether to the Client or third parties, for indirect damages. Indirect damage notably includes lost profits, increased overhead costs, profit or customer loss, any operating loss, or financial loss resulting from the inability to use the Solution.
In any case, and regardless of the Company’s liability foundation, damages and any compensation due to the Client cannot exceed the amounts paid by the Client within the Solution exploitation framework for the year in which the damage giving rise to compensation occurred.
The Client commits to limiting the extent of their damage in case of breach by the other Party. Only unavoidable damage will be compensated.
ARTICLE 14: TERMINATION
14.1 Termination for breach by a Party of its obligations
If one Party fails to meet its obligations under these GTC, the Subscription may be terminated at the aggrieved party's discretion.
It is expressly understood that such resolution for a breach by one Party of its obligations will occur automatically fifteen (15) days after sending a formal notice to comply, which remains partially or totally without effect. The notice can be notified by registered letter with acknowledgment of receipt or any extrajudicial act. This formal notice must mention the intention to apply this clause.
14.2 Termination for force majeure
In the event that a force majeure event as defined in Article 18 persists for over thirty (30) days from its notification by one Party, the Parties may unilaterally terminate the Subscription. The Subscription would then be terminated at the end of fifteen (15) days after sending a registered letter with acknowledgment, without this termination giving the right to either Party to any damages. This letter must mention the intention to apply this clause.
ARTICLE 15: CONSEQUENCES OF SUBSCRIPTION TERMINATION
15.1 Recovery and return of Data by the Client
Upon Subscription expiration or in case of termination, access to the Solution closes on the last day of Subscription at midnight or the Subscription termination date.
The Client must have collected Data accessible through Solution features before this deadline or requested the Company return a copy of the latest Data backup.
The Company undertakes to return all Data belonging to the Client within thirty (30) days from termination notice or Subscription end. This return will be performed in a market-standard format chosen by the Company (such as a Word format file or JavaScript Object Notation) and made available to the Client as a download or, if the volume is too large, by sending an external support, which is a chargeable service within the limit of the cost of the external support and its secure dispatch.
From the sixtieth (60th) day following the Solution expiration or termination, the process of erasing Data will be initiated to render it unusable. This erasure will affect production data and backed-up data, based on backup retention periods.
15.2 Respect for intellectual property rights and confidentiality obligations
Upon Subscription cessation, the Client undertakes not to copy, reproduce for third-party communication and generally not to reuse, disclose, diffuse in any form, translate, or adapt the data obtained during Service execution, nor make any use liable to infringe Company rights.
ARTICLE 16: CONFIDENTIALITY
For these GTC purposes, "Confidential Information" encompasses all information or documents disclosed by each Party to the other, either written or orally, including without limitation any written or printed document, any trade secret, know-how, or business document, and generally any information delivered by one Party to the other.
However, "Confidential Information" does not encompass:
(i) which are, or will be at the time they are revealed, available to and known by the public, other than through a disclosure in violation of these provisions;
(ii) which have been or will be communicated to one Party by a third party that is neither directly nor indirectly linked with the other Party or one of its representatives;
(iii) which one Party developed based on information other than Confidential Information; or
(iv) disclosed or announced to the public by mutual consent of the Parties.
During this Subscription's duration and for eighteen (18) months from its expiration or termination, the Parties undertake not to disclose a Party's Confidential Information without the other Party's prior written consent. They undertake to:
▪ protect and keep strictly confidential, and treat the other Party’s Confidential Information with the same degree of care and protection granted to their own confidential information of the same importance;
▪ disclose internally only to their employees when strictly necessary for executing these terms;
▪ not to copy, reproduce, or completely or partially duplicate when such copies, reproductions, or duplicates are not authorized by the other Party, specifically, all Confidential Information and reproductions transmitted by each Party to the other Party should be returned to the latter within 48h upon request.
Where one Party's legal or regulatory obligations, notably in response to a request from judicial or administrative authorities, or regulations applicable to them, impose communication to third parties or public disclosure of Confidential Information, this Party is authorized to do so.
Parties, without prejudice to this article, may communicate only on their commercial relations' existence without harming the other's image or disclosing any Confidential Information. Terms of communication may be specified in the Specific Conditions.
ARTICLE 17: AVAILABILITY – NO WARRANTY
The Client accesses and benefits from the Solution's functionalities through Internet network access. The Client can access and use the Solution anytime (24/7), except for maintenance and Solution unavailability periods.
Use of the Solution and Services is granted "as is" without any warranty of any kind, express or implied, regarding performance or results. Inherent risks concerning quality, performance, or result rest solely with the Client.
The Company does not guarantee the Solution is free of all defects or issues but commits solely to remedy, with all reasonable diligence, reproducible malfunctions observed compared to Documentation. The Company does not guarantee error-free, punctual, secure supply of the Solution. The Company is not bound by any personalized assistance obligation, notably technical.
The Company provides no guarantee regarding the Solution's conformity to the Client's specific needs or specific activities. The Company does not warrant the Solution's suitability to achieve objectives or results that the Client has set, or to perform specific tasks that motivated the decision to subscribe to a Subscription.
The Client acknowledges having been able to evaluate the Solution and Services' capabilities, notably concerning technical specificities. The Client cannot demand implementing new features or evolutions.
ARTICLE 18: FORCE MAJEURE
Any event beyond a Party's control and against which it could not reasonably protect constitutes force majeure and suspends the Parties' obligations, including but not limited to: strike or technical failure (EDF, ERDF, telecommunications operators, Internet access providers or hosting providers, etc.), cessation of energy supply (such as electricity), communication network failure depending on the affected Party and/or substituted networks.
The Party invoking execution impossibility due to force majeure as defined in Article 18 must notify the other Party by any means of the event that makes it impossible within the first 48 hours, specifying the nature, starting point, and estimated duration of the force majeure event.
The affected Party will not be held liable, or considered to fail to fulfill obligations set in these GTC, for non-performance due to force majeure as defined by French law and case law, provided it notifies the other party and uses efforts to minimize damage and fulfill its obligations as soon as force majeure ceases.
ARTICLE 19: ENTIRETY
The provisions of these GTC and Specific Conditions reflect the entire agreement between the Parties. They prevail over any proposal, exchange of letters, before and after their conclusion, as well as any other provision in documents exchanged between the parties concerning the GTC subject matter, except for duly signed amendments by both Parties' representatives.
ARTICLE 20: NON-WAIVER
The fact that one party to these GTC has not required application for any clause, either permanently or temporarily, cannot be considered a waiver of this party's rights deriving from said clause.
ARTICLE 21: NULLITY
If one or more provisions of these GTC are deemed invalid or declared such under a law, regulation, or following a ruling that has become final by a competent court, the remaining provisions of these GTC will retain full force and scope.
Where applicable, the Company commits to immediately delete and replace the said clause with a legally valid one.
ARTICLE 22: TITLES
In the case of interpretation difficulty between the title and the section of any article and any clause, titles will be deemed non-written.
ARTICLE 23: APPLICABLE LAW AND DISPUTE RESOLUTION
These GTC are governed and interpreted under French law, without regard to law conflict principles.
The Parties agree, in case of any dispute arising from interpreting and/or executing these terms, to meet to find an amicable solution or submit this dispute to an alternative dispute resolution mode.
Any unresolved dispute over interpreting, executing, and terminating these GTC will be submitted by either Party to the jurisdiction of the courts within the Company's head office area.
ARTICLE 24: NOTIFICATION
Any notification or other communication under the Subscription will be valid when made in writing and (i) delivered personally against receipt or (iii) by email with an acknowledgment or (iii) sent by registered letter with acknowledgment addressed as follows:
(i) To the Company: per the details mentioned at the head of these terms;
(ii) To the Client: per the details mentioned at the head of these terms.
Any notification under this article will be deemed made to the sender on the date stated on the signed receipt or postal receipt and to the recipient on the date stated on the signed receipt or first presentation notice by postal services.
ANNEX No. 1: TECHNICAL PREREQUISITES
The Client expressly acknowledges having been informed that optimal Solution use requires strict adherence to the following Technical Prerequisites:
▪ A computer, tablet, or any other equipment allowing Internet access;
▪ An Internet connection;
▪ A Microsoft™ Edge, Google Chrome, Mozilla Firefox, or Apple Safari web browser;
▪ Accepting cookies by the web browser;
▪ No tools like "popup blocker" activated natively in the web browser or via third-party tools.
