Symalean raises €5 million in Series A funding
General terms and conditions of the contract for the supply of software and hosting services
SYMALEAN is a developer of QSE (Quality, Safety, Environment) and ESG (Environmental, Social, and Governance) software, providing associated services including software support and maintenance.
These General Terms and Conditions (hereinafter the "General Terms") apply between SYMALEAN, a simplified joint-stock company with a capital of €145,490.00, registered with the La Roche-sur-Yon Trade and Companies Register under number 791 172 034, with its registered office at 17 bis Rue de la Camamine, 85150 Les Achards (hereinafter the "Provider"), and the professional client (hereinafter the "Client") who uses the Provider's services and has accepted the Quote that incorporates these General Terms, which the Client expressly acknowledges.
Any order implies the Client's unreserved acceptance of these General Terms, which prevail over any other Client document, particularly any general terms of purchase. The Provider nevertheless reserves the right to deviate from certain clauses herein, depending on negotiations conducted with the Client.
These general terms of sale constitute the sole basis of the commercial relationship between the parties in accordance with Article L441-1 of the French Commercial Code. They apply without restriction or reservation to all services performed by the Provider for Clients and take precedence over any other document, including any general terms of the Client, who acknowledges this. The Client acknowledges having previously read and accepted these General Terms by validating the Quote submitted to them, regardless of the form of said validation, whether express or tacit. These general terms are available on the SYMALEAN website at https://www.symalean.com/conditions-generales.
The Client declares that they have provided the Provider with all useful information regarding their project and IT infrastructure necessary for the performance of the Service and that they have perfect knowledge of the essential characteristics of the Service for which they are subscribing. The Provider reserves the right to update the General Terms during the term of the agreement, which the Client expressly accepts. The Provider is a "Software as a Service" provider, i.e., a provider of enterprise applications leased online (a SaaS provider). As such, it is the provider of the Application Services designated hereinafter in the contract.
The Client wishes to use SaaS services from a specialized service provider for the operation of the applications described in the specific terms and conditions.
The Client acknowledges having received from the Provider all necessary information enabling them to assess the suitability of the Application Services for their needs and to take all necessary precautions for their use.
IT HAS THEREFORE BEEN AGREED AS FOLLOWS:
Capitalized terms in these General Terms and Conditions, whether used in the singular or plural, shall have the meanings defined below.
Adaptation refers to Specific Developments carried out as part of separate services.
Affiliate refers to any entity controlled by the Client (the term "control" being understood as defined in Article L.233-3 of the French Commercial Code).
Anomaly refers to a malfunction of the Software that is reproducible by Symalean and prevents its use in accordance with the documentation.
Blocking Anomaly refers to any functional anomaly that makes it impossible for all users to use one or more essential features of the Software.
Semi-blocking Anomaly refers to an Anomaly that nevertheless allows the Software to be used for some of its essential features. Minor Anomaly refers to an Anomaly that is neither a Blocking Anomaly nor a Semi-blocking Anomaly.
Contract refers to the document issued by the Provider and accepted by the Client, or the document issued by the Client and accepted by the Supplier, describing the specific terms where applicable.
Quote refers to the quote issued by the Provider.
Specific Development refers to the computer program created exclusively for the Client by the Supplier.
Documentation refers to the documents and computer files relating to the use of the Software, available online and/or sent specifically to the Client.
Data refers to information of any kind contained in the Client's database.
Right of Use refers to the provision of the Software and/or Specific Developments to the Client by the Provider, regardless of the distribution method.
Hosting refers to an online service for using the Software and storing Data, marketed by the Provider.
Credentials refers to both the user's unique identifier ("login") and the connection password ("password").
Internet refers to the set of interconnected networks located in all regions of the world.
License & Maintenance refers to a marketing model in which the Client hosts the Software on their own servers and receives Maintenance.
Software refers to the software distributed by the Provider for which a right of use is granted to the Client under these terms.
Maintenance refers to all operations aimed at maintaining the Software in working order, ensuring its availability, and providing updates.
Workstation refers to any type of terminal (computer, tablet, smartphone, etc.) from which a User accesses the Software.
Service refers to the actual subject of the contract concluded between the Provider and the Client.
This falls under a contract for work as defined by the provisions of Articles 1708 et seq. of the French Civil Code, without prejudice to the application of these stipulations.
SaaS (Software as a Service) refers to a marketing model in which the Client accesses the Software and Maintenance on the servers of the Provider or its subcontractors.
Server refers to the computer equipment identified by a serial number, consisting of computers or central processing units, their peripherals or accessories, including, where applicable, the network managing information exchanges.
User refers to the person under the Client's responsibility (employee, staff member, representative, etc.) who is granted access to the Software on their computer, tablet, or smartphone by virtue of the License right of use contracted by the Client.
Administrator User refers to the person responsible for managing a computer system, including its security, operation, maintenance, or development.
The General Terms and Conditions define the conditions under which the Client is authorized to use the Software and associated services.
The contractual scope between the Provider and the Client consists of the following contractual documents presented in hierarchical order of importance:
- The Contract;
- Any amendment signed between the Parties modifying one or more contractual documents;
- The Quote;
- The content of the General Terms and Conditions;
- The Documentation.
In the event of a contradiction between one or more provisions appearing in the documents mentioned above, the higher-ranking document shall prevail. No handwritten annotation by the Client on the Quote or any other contractual document shall have any value between the Parties unless the Provider agrees in writing to said modification or mention.
4.1 License and Maintenance
4.1.1 License
The acquisition of the Software in License mode by the Client is solely a right of use granted by the Provider. The right of use is delivered exclusively in the form of encrypted source code for the internal operational needs of the Client and those of its Affiliates, within the limit of the number of licenses acquired.
4.1.2 Maintenance
4.1.2.1 Technical Maintenance
Telephone support service for handling anomalies is available from Monday to Friday inclusive, from 9:00 AM to 12:00 PM and from 2:00 PM to 5:30 PM. Anomaly reports must be communicated via the "Ticketing" feature of the Software or by email to support@symalean.com.
The Provider diagnoses the anomaly and then implements its correction.
(a) In the event of a blocking anomaly, the report is acknowledged within 6 working hours. The Provider strives to correct the blocking anomaly as soon as possible and proposes a workaround within 2 working days.
(b) In the event of a semi-blocking anomaly, the report is acknowledged within 6 working hours. The Provider strives to correct the anomaly and proposes a workaround that may allow the use of the affected features within 10 working days.
(c) In the event of a minor anomaly, the report is acknowledged as soon as possible, and the correction of the minor anomaly is proposed in a new version of the Software which will be delivered as part of evolutionary maintenance.
The aforementioned deadlines are not mandatory.
4.1.2.2 Evolutionary Maintenance
The Client benefits from updates and functional evolutions of the Software. Updates are sent by any means chosen by the Provider.
4.2 SaaS
The acquisition of the Software in SaaS mode by the Client consists of a temporary provision of a non-exclusive right to use the Software, accessible 24 hours a day, 7 days a week, excluding scheduled maintenance operations on the remote server of the Provider or its subcontractors, via the Internet.
SaaS commercialization includes Software maintenance, hosting, backup, and IT security services for Data on the servers of the Provider's subcontractors.
The Provider communicates an initial identifier and password to the Administrator User chosen by the Client; the identifiers for other Users are created by the Administrator User, under the Client's responsibility.
Client identification when accessing the Software is done via:
- An Identifier assigned to each User by the Client's Administrator User,
- And a password created and communicated by the Client's Administrator User.
The Client shall use the Identifiers communicated to it for each connection. The Identifiers are intended to reserve access to the Software for the Client's Users, to protect the integrity and availability of the Software, as well as the integrity, availability, and confidentiality of the Client's Data as transmitted by the Users.
The Identifiers are personal and confidential. They can only be changed upon the Client's request or at the Provider's initiative in case of necessity. In the latter case, the Provider will subsequently inform the Client as soon as possible. The Client undertakes to make every effort to keep its Identifiers secret and not to disclose them in any form whatsoever. The Client is entirely responsible for the use of the Identifiers and is responsible for the safekeeping of the access codes provided to it as well as those of its employees. It will ensure that no other person not authorized by the Provider has access to the Software. Generally, the Client assumes responsibility for the security of individual workstations accessing the Software. In the event that it becomes aware that another person is accessing it, the Client shall inform the Provider without delay and confirm it by registered letter. The Client is informed by the Provider of the procedure to follow in case of loss or theft of one of the identifiers via the application's internal knowledge base. This procedure may be modified at any time if the Provider deems it useful. In case of modification of the procedure, the Provider will inform the Client 48 hours in advance by email. The Provider recommends that the Client adopt an IT charter to raise awareness among all its staff on this issue.
Furthermore, the Client's Identifiers allow access to the Software limited to a single simultaneous connection.
Any attempt to use the same Client Identifiers simultaneously by multiple Workstations may result in the termination of the right to use the Software granted by the Provider, automatically, without delay or prior formal notice.
The Client indemnifies the Provider against any recourse or action that a third party might bring against it, claiming to have suffered prejudice in connection with a violation of these provisions.
4.3 Specific Development & Technical Maintenance
4.3.1 Specific Development
The acquisition of a Specific Development by the Client is solely a right of use granted by the Provider. The right of use is delivered exclusively in the form of encrypted source code for the internal operational needs of the Client and those of its Affiliates, within the limit of the number of licenses acquired.
4.3.2 Technical Maintenance
Telephone support service for handling anomalies is available from Monday to Friday inclusive, from 9:00 AM to 12:00 PM and from 2:00 PM to 5:30 PM.
Anomaly reports must be communicated via the "Ticketing" feature of the Software or by email to support@symalean.com.
The Provider diagnoses the anomaly and then implements its correction.
(a) In the event of a blocking anomaly, the report is acknowledged within 6 working hours. The Provider strives to correct the blocking anomaly as soon as possible and proposes a workaround within 2 working days.
(b) In the event of a semi-blocking anomaly, the report is acknowledged within 6 working hours. The Provider strives to correct the anomaly and proposes a workaround that may allow the use of the affected features within 10 working days.
(c) In the event of a minor anomaly, the report is acknowledged as soon as possible, and the correction of the minor anomaly is proposed in a new version of the Software which will be delivered as part of evolutionary maintenance.
The aforementioned deadlines are not mandatory.
It is specified that technical maintenance does not cover evolutionary maintenance.
Thus, in the event that the Client opts for the integration of a new version of the software requiring an adaptation of the Specific Development, this will be subject to additional billing.
5.1 Purpose
The Software must be used in accordance with its exclusive purpose, namely:
– In accordance with the stipulations of these General Terms and Conditions and the Documentation;
– Exclusively for the personal and professional needs of the Client and its Affiliates;
– By qualified authorized personnel;
– Within the limit of the number of identifiers acquired.
Any use not expressly authorized by the Provider constitutes an infringement sanctioned by Article L.335-3 paragraph 2 of the Intellectual Property Code and a breach of contractual provisions attributable to the Client. In particular, the Client is prohibited from:
- Any representation, distribution, or commercialization of the Software, whether free of charge or for a fee;
- Any form of use of the Software or Documentation in any way for the purpose of designing, creating, distributing, or commercializing similar, equivalent, or substitute Software and associated services;
- Any direct or indirect provision of the Software or Documentation for the benefit of a third party, particularly through rental, assignment, or loan, even free of charge, or entrusting it to any Provider;
- Any use for processing not authorized by the Provider.
5.2 Maintenance
To enable the Provider to fulfill its assistance and maintenance obligation, the Client undertakes to:
- Designate a qualified contact person capable of defining and centralizing User questions and submitting encountered problems to the Provider precisely;
- Maintain sufficiently qualified and trained Users.
- Collaborate effectively and encourage Users to collaborate effectively, particularly by responding to the Provider's questions as quickly as possible.
The Client undertakes, upon signing the Quote, to make the identity of the qualified contact person known to the Provider and to inform it of any change of contact person during the execution of the contract.
The Provider is not responsible for maintenance in the following cases:
- Refusal by the Client to collaborate in resolving anomalies, particularly by not responding to the Provider's questions and requests for information;
- Use of the Software in a manner not in accordance with its purpose or the Documentation;
- Unauthorized modification of the Software by the Client or a third party;
- Failure by the Client to fulfill its obligations;
- Installation of any software packages, software, or operating systems not compatible with the Software;
- Use of incompatible consumables;
- Failure of electronic communication networks;
- Voluntary act of degradation, malice, sabotage;
- Deterioration due to force majeure or misuse of the Software.
5.3 Network and Technical Scope
To access the Software, the Client has reviewed the technical scope defined by the Provider and declares to accept it as a prerequisite for the provision of the Software. The Client thus ensures the constant compatibility of its local network and equipment (computers, tablets, smartphones, etc.) and in particular their configuration in accordance with the Provider's recommendations communicated to the Client in specific documentation. Failing this, it is the Client's responsibility to upgrade its local network as well as equipment unsuitable for the execution of the Service.
The Provider's recommendations may be modified by simply sending an email whenever technical developments require it, which the Client accepts.
SaaS and Maintenance (Technical and/or Evolutionary) services do not cover additional services recommended by the Provider or requested by the Client to meet its specific needs.
Thus, for example, advisory, training, and consulting services in addition to the Assistance package will be the subject of a separate contract between the Client and the Provider.
SaaS and Maintenance (technical and/or evolutionary) services shall take effect from the date the quote is signed and for a duration of three (3) years, renewable for an equivalent period unless terminated by either party according to the terms defined in Article 8 hereof.
Each party has the right to terminate SaaS and maintenance (Technical and/or Evolutionary) services at the end of the three (3) year contractual term by providing three (3) months' notice and sending a registered letter with acknowledgment of receipt.
However, the Provider reserves the right to terminate the services at any time in the event of the Client's failure to fulfill its obligations, after a period of 10 days following the sending of a formal notice via registered mail to comply with the breach. In such a situation, the sums remaining to be collected until the end of the three (3) year term remain due by the client as damages.
9.1 Personal Data
If the Data transmitted for the purpose of using the Software contains personal data, the Client guarantees to the Provider that it has fulfilled all obligations incumbent upon it under the French Data Protection Act of January 6, 1978, and the General Data Protection Regulation of April 27, 2016, and that it has informed the relevant natural persons of the use made of said personal data. In this capacity, the Client indemnifies the Provider against any recourse, complaint, or claim involving personal data reproduced and hosted via the Software. The Provider informs the Client that all Data is hosted in the data centers of its subcontractor, whose contact details can be provided upon request. The Provider declares that it has verified the guarantees offered by the subcontractor in this regard.
9.2 Personal Data Location
Unless otherwise provided, in the case of SaaS commercialization, Client Data is located in one or more sites within the European Union.
9.3 Data Processing
The Client assumes editorial responsibility for the use of the Software. The Client is solely responsible for the quality, legality, and relevance of the Data and content it transmits for the purpose of using the Software. It further guarantees that it holds the intellectual property rights allowing it to use the Data and content.
Consequently, the Provider disclaims all liability in the event of non-compliance of the Data and/or content with laws and regulations, public order, or the Client's needs. The Client shall indemnify the Provider upon first request against any prejudice resulting from a third-party claim for a breach of this guarantee. More generally, the Client is solely responsible for the content and messages distributed and/or downloaded via the Software.
SaaS and Maintenance (technical and/or evolutionary) services shall take effect from the date the quote is signed and for a duration of three (3) years, renewable for an equivalent period unless terminated by either party according to the terms defined in Article 8 hereof.
9.4 Data Protection
Each Party undertakes to implement appropriate technical means to ensure Data security. Subject to the "Liability" Article, the Provider undertakes to preserve the integrity and confidentiality of the Data contained in the Software. The Provider shall implement technical and organizational measures to prevent any fraudulent access or use of the Data and to prevent any loss, alteration, or destruction of the Data.
9.5 Return of Client Data
In the case of SaaS commercialization, upon the expiration of the Service and/or in the event of its termination, access to the Software shall be closed on the last day of the contractual period. The Client must therefore, before this deadline, have retrieved the Data accessible through the Software's features or have requested that the Provider return a copy of the last Data backup. Unless otherwise provided, this return shall be performed in a standard market format chosen by the Provider and shall be made available to the Client free of charge, or if the volume of Client Data is too large, by sending an external storage medium, as part of a billable service at the current rate. Unless otherwise provided, starting from the sixtieth (60th) day from the end of the contractual relationship, the Data deletion process will be initiated to render them unusable. This deletion will be carried out on production data as well as backed-up data, depending on backup retention periods.
9.6 Use of Client Data
The Client is and remains the owner of the Data. The Client expressly accepts that the Provider may collect, store, use, and potentially analyze or process the Data and information obtained in the context of using the Software, directly or by using its subcontractors, particularly for the following purposes:
- Improvement and enrichment of the Software and/or offers and products;
- Development of new services, offers, or features;
- Distribution of messages regarding offers, including those of the Provider's partners;
- Compliance with the Provider's contractual and legal obligations.
When Data is aggregated for analysis, the Provider undertakes to implement appropriate measures so that the results of these analyses do not allow for the identification of the Client or Users. The Provider holds the intellectual property rights to these analyses and their results. The Client is informed that personal data may be recorded in the Provider's internal files and consents to their use in accordance with the purposes previously stated. The collection and processing of personal data aim to ensure an efficient and high-quality Service in line with the Client's expectations. Data is not transferred to third parties, particularly for commercial prospecting purposes. The Client is informed that Philippe Gauvrit (p.gauvrit@consultant-dpo.fr), in his capacity as DPO of the company SYMALEAN, is responsible for personal data processing. The collection and processing of data are carried out in strict compliance with the data rights of the individuals concerned as affirmed in EU Regulation 2016/679 of April 27, 2016, and in particular:
Right of access: The data subject has the right to access the data collected regarding them and with their consent. This right is exercised in accordance with the Provider's operational requirements.
Right of rectification: The data subject has the right to request the modification of data collected regarding them and with their consent.
Right to object: The data subject has the right to object to the collection of personal data regarding them. However, this right can only be exercised within the fair balance of the PROVIDER's operational requirements.
Right to data portability: The data subject has the right to demand that their personal data be transferred to a third party.
Right to digital oblivion: The data subject has the right to order the deletion of all personal data regarding them. The right to digital oblivion is exercised within the fair balance of the Provider's operational requirements.
Right to define directives regarding the fate of personal data after death or in case of inability to express oneself regarding said data. The data subject has the possibility to define the fate of personal data transmitted to the Provider in the event of death or major incapacity resulting in a total inability to communicate.
To assert their rights, any person holding data rights must send their request in writing to the Provider's headquarters, ensuring they provide all supporting evidence justifying the data rectification.
In case of persistent difficulty, the data subject is informed of their right to file a complaint with the CNIL, whose telephone contact details are 01.53.73.22.22, or via the website: https://www.cnil.fr/fr/vous-souhaitez-contacter-la-cnil, or by mail addressed to 3 Place de Fontenoy, PARIS (75007).
10.1. Licensing and Maintenance Software Commercialization
10.1.1 License
License fees are payable in full by bank transfer upon signing the Quote.
10.1.2 Technical and Evolutionary Maintenance
The annual fee (12 months) for Technical and Evolutionary Maintenance is paid via automatic debit, during the first year on the date the Quote is signed, and subsequently on each anniversary date, payable in advance.
10.2 SaaS Software Commercialization
The annual fee (12 months) for the SaaS Software is paid via automatic debit, during the first year on the date the Quote is signed, and subsequently on each anniversary date, payable in advance.
10.3 Specific Developments and Technical Maintenance
10.3.1 Specific Developments
The price for Specific Development is payable in full by bank transfer upon signing the Quote.
10.3.2 Technical Maintenance
The annual fee (12 months) for Technical Maintenance is paid via automatic debit, during the first year on the date the Quote is signed, and subsequently on each anniversary date, payable in advance.
10.3.3 Support and Assistance Package
The annual fee (12 months) for the package is paid via automatic debit, during the first year on the date the Quote is signed, and subsequently on each anniversary date, payable in advance.
10.4 Additional Services
The price for additional services is payable in full by bank transfer upon signing the Quote.
10.5 Fee Revision
Maintenance (technical and/or evolutionary) and SaaS fees are subject to an annual revision based on the Syntec index. This revision applies automatically without the Provider needing to notify the Client, which the latter expressly accepts.
10.6 Payment Default
Without prejudice to any potential damages, failure by the Client to pay an invoice by its due date shall automatically result in:
- The application of late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, without prior formal notice, starting from the first day of delay; furthermore, the Provider shall demand payment of a fixed indemnity for recovery costs in the amount of forty (40) euros;
- Additional bank and administrative fees (recovery follow-up, reminder letters and phone calls, re-presentation of rejected direct debits);
- Immediate suspension of Maintenance and SaaS services;
- Immediate maturity of fees remaining for the duration of the commitment.
The Client is and remains the owner of all the Data they use via the Software. The Service Provider is and remains the holder of the property rights relating to any element of the Software made available to the Client, and more generally of the computer infrastructure (software and hardware) implemented or developed. The Client possesses no property rights over the Software. The temporary provision of the Software cannot be analyzed as the assignment of any intellectual property right for the benefit of the Client, within the meaning of the Intellectual Property Code. The Client is prohibited from reproducing any element of the Software, or any documentation concerning it, by any means whatsoever, in any form whatsoever, and on any medium whatsoever. The Client may not assign all or part of the rights and obligations resulting from the relationship with the Service Provider, whether in the context of a temporary assignment, a sub-license, or any other contract providing for the transfer of said rights and obligations, without the prior written approval of the Service Provider. The General Terms and Conditions define the conditions under which the Client is authorized to use the Software and associated services.
12.1 General obligations of the Client
Before placing the order and then during the execution of the service, the Client will signal in writing all the particularities that they deem necessary for the proper execution of the service as well as all particular constraints expected. Failing this, the Client will not be able to claim a non-conformity of the Service with said particular constraints.
The Client is perfectly informed and aware of the essential obligation to which they are bound, to cooperate in good faith with the Service Provider to allow the proper execution of the services and in particular, to provide them with all the information necessary for the proper execution of the Contract. The Client guarantees the accuracy, precision, and completeness of the information and data transmitted to the Service Provider.
The Client also undertakes to respond to all requests from the Service Provider to allow them to execute their services with diligence. They are prohibited from any act of infringement, in particular within the meaning of Article L335-2 of the Intellectual Property Code. The Client is bound by a general duty of loyalty towards the Service Provider.
12.2 Obligations of the Service Provider
In the context of the contractual relations binding the Service Provider to the Client, the Service Provider is only bound by an obligation of means. The Service Provider undertakes to implement, for the benefit of the Client, all reasonable and necessary means for the execution of the service. It cannot be held responsible for any potential lack of productivity and profitability invoked by the Client.
13.1 Acceptance of risks
The Client declares to have analyzed the suitability of the Software for their needs during the pre-contractual phase, with the help of a qualified person to advise them if necessary. The Client guarantees that each User has the necessary skills and knowledge, and in general, the professional expertise related to the areas of business management that directly concern this User. The Client undertakes to take all necessary precautions for the use of the Software.
The Client declares to accept the characteristics, risks, and limitations of the Internet and to acknowledge:
- That the Internet presents risks and imperfections, which lead to temporary drops in its technical performance, to an increase in response times when using the Software online, or even to the temporary unavailability of servers;
- That it is their responsibility to take all appropriate measures to protect their computer equipment and local network against threats, whatever their origin, and in particular viruses or attempts at intrusion by a third party. The Service Provider's liability cannot be engaged due to difficulties directly or indirectly inherent to the Internet.
13.2 Limitation of liability
In the context of the execution of the services, the Service Provider is only bound by an obligation of means.
If the Service Provider's liability were to be recognized under its contractual obligations, the compensation that could be claimed from it would be expressly limited to the amount of the price excluding taxes received under the Quote concerned by the event giving rise to liability, for the annual period in progress at the time the damage occurred. It is expressly agreed between the Parties, and accepted by the Client, that the stipulations of this clause will continue to apply even in the event of termination of these presents noted by a court decision that has become final.
13.3 Force majeure
A case of force majeure is considered to be an event beyond the control of the Parties, which could not have been reasonably foreseen at the time of the conclusion of this Contract and presenting the characteristics of irresistibility, unpredictability, and externality recognized in jurisprudence. Conventionally, the following are considered as cases of force majeure or fortuitous events: natural disasters, strikes, riots, wars, epidemics, acts of vandalism, acts of government, administrative closures, and shortages of raw materials or supply failures. The Parties also expressly agree that the hypothesis of a resurgence of the COVID-19 virus or the occurrence of any coronavirus epidemic and the spread of variants and the resulting consequences will constitute a case of force majeure.
Initially, cases of force majeure or fortuitous events will suspend the obligations of this contract within the meaning of Article 1219 of the Civil Code; the Service Provider cannot therefore be held responsible for delays or damages resulting from such an event. If the cases of force majeure or fortuitous events lead to a definitive impediment, this contract may be terminated at the initiative of the Service Provider, without the right to compensation for the Client.
The objective of reversibility is to allow the Client to recover their Data. The implementation of reversibility must be notified by the Client to the Service Provider. In the event of termination of the contractual relationship, for any reason whatsoever, the Service Provider undertakes to return or destroy, at the Client's choice formulated by registered letter with acknowledgment of receipt and within a period of 45 business days from the date of receipt of this request, all Data belonging to them on a standard medium that can be reused in an equivalent environment. The Data will be returned in a text.txt, pdf, jpeg, csv, or docx format depending on the nature of the Data. The Client will actively collaborate with the Service Provider to facilitate the recovery of the Data.
In the context of the execution of its services, the Service Provider may call upon a qualified subcontractor.
The Client expressly consents to the use of subcontracting and declares to approve, for the entire duration of the contract, the subcontractor mobilized by the Service Provider as well as the payment conditions appearing in the subcontracting agreement.
The absence of a formal objection by the Client to the intervention of the subcontractor shall be considered as an unreserved acceptance of the use of the subcontractor and the payment terms agreed upon between the Service Provider and the latter.
Each Party agrees not to hire or employ, directly or through an intermediary, any employee, agent, subcontractor, or third-party service provider of the other party, without the latter's express prior agreement. This waiver is valid for the entire duration of the contractual relationship and for the twelve (12) months following its termination. Failure to comply with this obligation shall be sanctioned by an indemnity equivalent to the total amount of the Service agreed upon between the Service Provider and the Client. In the context of the execution of its services, the Service Provider may call upon a qualified subcontractor.
The Client expressly consents to the use of subcontracting and declares to approve, for the entire duration of the contract, the subcontractor mobilized by the Service Provider as well as the payment conditions appearing in the subcontracting agreement.
The absence of a formal objection by the Client to the intervention of the subcontractor shall be considered as an unreserved acceptance of the use of the subcontractor and the payment terms agreed upon between the Service Provider and the latter.
Each Party agrees to (i) keep confidential all information received from the other Party, and in particular to (ii) not disclose the other Party's confidential information to any third party, other than employees or agents who need to know it; and (iii) use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the contractual relationship.
Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) has entered or enters the public domain independently of any fault by the receiving Party, (ii) is developed independently by the receiving Party, (iii) was known to the receiving Party before the other Party disclosed it, (iv) is legitimately received from a third party not subject to a confidentiality obligation, or (v) must be disclosed by law or by court order (in which case it shall only be disclosed to the extent required and after having notified the Party that provided it in writing). The Parties' obligations regarding confidential information shall remain in effect throughout the duration of the contractual relationship and for as long, after its termination, as the information concerned remains confidential for the disclosing Party and, in any event, for a period of 3 years after the end of the contractual relationship.
Each Party must return all copies of documents and media containing the other Party's confidential information upon the end of the contractual relationship, for any reason whatsoever, and upon first request. The Parties also undertake to ensure that these provisions are respected by their staff, and by any agent or third party who may intervene in any capacity whatsoever within the framework of the contractual relationship.
18.1 Right of withdrawal
In accordance with Article L221-3 of the French Consumer Code, the Client, if employing fewer than 5 employees, may be entitled to a period of fourteen (14) days to exercise their right of withdrawal when this contract has been concluded remotely or off-premises. A contract is concluded remotely if it is "any contract concluded between a professional and a consumer, within the framework of an organized system for distance selling or service provision, without the simultaneous physical presence of the professional and the consumer, through the exclusive use of one or more distance communication techniques up to the conclusion of the contract."
A contract is concluded off-premises if it is "any contract concluded between a professional and a consumer:
a) In a place that is not the one where the professional carries out their activity permanently or habitually, in the simultaneous physical presence of the parties, including following a solicitation or offer made by the consumer;
b) Or in the place where the professional carries out their activity permanently or habitually or by means of a distance communication technique, immediately after the consumer has been personally and individually solicited in a place other than the one where the professional permanently or habitually carries out their activity and where the parties were physically and simultaneously present."
The withdrawal period begins upon the conclusion of the contract. The Client shall inform the Service Provider of their decision to withdraw by sending the withdrawal form attached hereto or by any other means expressing their intent to withdraw. When the Client exercises the right of withdrawal, the Service Provider undertakes to reimburse the Client for the sums advanced by them within fourteen (14) days of notification of the exercise of the right of withdrawal.
This right of withdrawal is, however, excluded in particular in the case of the supply of goods made to the Client's specifications or clearly personalized, of which the Client declares to be informed.
18.2 Right of reference
The Service Provider reserves the right to cite the Client among its references, unless expressly requested otherwise by the Client at the time of signing the Quote. The Client thereby authorizes the Service Provider to use its name in reference publications distributed in the Service Provider's commercial brochures and to affix its logo, for which it will provide the master file, on the Service Provider's website, as well as during trade shows or any other event aimed at presenting or promoting the Service Provider's products and services, and any other media contributing to this same purpose.
18.3 Mutual independence
The Parties are and shall remain independent commercial partners throughout the duration of the contractual relationship.
18.4 Non-assignability
Insofar as the Service Provider is the sole holder of the rights to the Software made available to the Client, the Parties agree that the Client benefits from a personal, occasional, non-assignable, and non-exclusive right of use.
18.4 Severability of clauses
The nullity, invalidity, lack of binding force, or unenforceability of any of the stipulations provided for in the General Terms and Conditions of Sale shall not entail the nullity, invalidity, lack of binding force, or unenforceability of the other stipulations, which shall retain their full effect. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).
18.5 Governing law
The General Terms and Conditions are subject to French law, to the exclusion of any other legislation.
18.6 Domicile election
For the execution of this agreement and its consequences, the parties choose their respective domiciles.
18.7 Disputes – Jurisdiction clause
Any difficulty relating to the interpretation or execution of these Terms shall fall under the jurisdiction of the COMMERCIAL COURT OF LA ROCHE-SUR-YON.
Any change in control, legal structure, ownership, or management of the Service Provider shall have no effect on the application of these General Terms and Conditions.