General terms and conditions of the contract for the supply of software and hosting services
The Service Provider is a provider of “Software as a Service”, that is to say business applications rented online (called SaaS provider). As such, he is the provider of the Application Services referred to below in the contract.
The Customer wishes to use SaaS from a specialized Service Provider for the operation of the applications described in the special conditions.
The Customer acknowledges having received from the Service Provider all the necessary information allowing him to assess the suitability of the Application Services to his needs and to take all the necessary precautions for its use.
HAVING SAID THAT, THE FOLLOWING WAS AGREED:
Terms beginning with a capital letter within the Contract, whether used in the singular or in the plural, will have the meaning given to them below.
Abnormalities refer to difficulties in the operation of the application - repetitive and reproducible - which can be of three types:
- Anomaly blocking refers to any operating anomaly that makes it impossible to use the application;
- Anomaly semi-blocking refers to any operating anomaly allowing the use of the application for part of its functionalities;
- Anomaly minor refers to any minor operating anomaly allowing the full use of the application in all of its functionalities, even if this is done by means of a circumvention procedure;
Development Specific refers to the computer program created exclusively for the Customer by the Service Provider;
Documentation refers to paper documents or computer files relating to the use of the software, regardless of their formats;
Data refer to information, publications and, in general, data and information of any kind from the Customer database whose use is the subject of this contract, which can be consulted only by Users;
Identifiers refer to both the user's own identifier (“login”) and the login password (“password”);
Internet refers to the set of interconnected networks, which are located in all regions of the world;
Software refers to any software provided by the Service Provider to the Customer and in particular the associated Solutions;
Maintenance refers to all operations aimed at maintaining and updating applications and ensuring availability;
Workstation refers to a terminal of any kind (computer, tablet, smartphone, etc.) from which a User accesses the Solution;
Saas refers to Software as a Service, that is to say business applications rented online;
Waiter refers to computer equipment designated by a serial number, composed of computers or central units, their peripherals or accessories including, where appropriate, the network managing the exchange of information;
Application service refers to the service offered in SaaS mode by the Service Provider, allowing the use of the Solutions by the Customer;
Solutions refers to the operational functions listed in the specific conditions of the contract and made available to the Customer as part of the Application Services subject to the contract;
User refers to the person under the responsibility of the Customer (agent, employee, representative, etc.) and benefiting from access to the Application Services on his computer, tablet or smartphone under the user license contracted by the Customer;
Administrator user refers to the person responsible for managing a computer system, who is responsible for it, whether in terms of its Security, its operation, its operation or its evolution.
The purpose of the contract is to define the terms and conditions under which the Service Provider makes the Solutions available to the Customer in Saas mode.
The Service Provider consents to the Customer, who accepts:
- a right of access to Oceanet Technology Servers under the conditions defined below;
- a right to end use the Solution;
- a set of services defined below, in particular data hosting, maintenance of Application Services, technical assistance.
The specific and general conditions of the contract for the supply of software and hosting services constitute all the commitments existing between the Parties, hereinafter referred to as the Agreement.
The Agreement supersedes and supersedes any prior oral or written commitments relating to the subject of the Agreement.
The Contract may be amended only by means of an amendment signed by both Parties.
The Contract will take effect from the start date indicated in the special conditions.
The duration of the contract is set at three (3) years from its entry into force.
The Customer benefits from a trial period of (1) months from the entry into force of the contract.
The Customer may end the trial period by sending a registered letter with acknowledgement of receipt, at the latest eight (8) days before the end of 1Er month of the contract.
If the customer terminates the contract during the trial period, the Customer will be owed the services used.
If the trial period has not been ended, the contract will continue until its end.
It will be renewed tacitly for a period of three (3) years and according to the same terms, in the absence of termination sent by one or other of the Parties by registered letter with acknowledgement of receipt sent three (3) months before the end of the contract.
In the event of termination of the Contract before its end and after the trial period at the initiative of the Customer or at the initiative of the Service Provider due to the Customer's misconduct regardless of the cause, the outstanding fees will become immediately due and must be paid without delay by the Customer upon receipt of the corresponding invoice issued by the Service Provider.
The Service Provider makes available to the Customer the Solutions accessible on the provider's remote server via the Internet network.
Under the conditions of the “License” article, the Service Provider grants the Customer the right to use, on a non-exclusive basis, the Solutions designated under the special conditions.
The Service Provider ensures the hosting of Data on the Servers, the maintenance and security of the Solutions.
The Service Provider carries out the backup according to a backup plan that is put in place in order to secure application data and customer data;
Each data is backed up daily and retained for 5 days.
The choice of the network is made by the Customer so that the Service Provider does not provide any guarantee on the chosen network. Since the Service Provider cannot be held responsible for network line interruptions, it draws the Customer's attention in particular to the importance of the operator's choice of product. To access the Solution, the Customer has taken note of the technical scope defined by the Service Provider and declares to accept it as a prerequisite for providing the Solution. The Customer thus ensures the compatibility of its local network and its equipment (computers, tablets, smartphones, etc.) with the Application Services and in particular the configuration of these in accordance with the recommendations of the Service Provider described below:
- Minimum recommended inbound/outbound speed: 1Mbit
- 2.5 GHz 2 Core processor or better
- At least 4 GB of RAM
- Graphics card and monitor with a resolution (1024 x 768) or higher
- Chrome web browser (recommended) or Firefox or Safari or Internet Explorer >=10
The Service Provider's recommendations may be modified by simply sending an email as soon as the evolution of the Solutions made available requires it; This is what the Customer accepts.
The Customer will use this right of access alone. With the exception of maintenance periods, he can connect at any time, namely:
- 24 hours a day;
- 7 days a week;
- including Sundays and public holidays;
- with the assistance of the Service Provider's technical teams, if necessary.
The access procedure defined by the Service Provider has been given to the Customer who acknowledges having received it and undertakes to comply strictly with it.
Access is provided:
- from the Customer's computers, tablets, smartphones;
- from any mobile Client computer;
- using the Identifiers provided to the Customer.
The service may occasionally be suspended due to maintenance interventions necessary for the proper functioning of the Servers. In the event of maintenance, the Service Provider undertakes to inform the administrator by email at least 48 hours before the intervention causing a temporary loss of service. The Customer acknowledges that this period is sufficient for him to make arrangements and organize himself accordingly. The Service Provider cannot be responsible for the consequences resulting from the interruption or suspension of the Solutions for maintenance as long as this notice period has been respected.
The Service Provider communicates a first username and password to the Administrator User chosen by the Customer, the identifiers of the other Users are created by the Administrator User, under the responsibility of the Customer.
The identification of the Customer when accessing the Application Services is done by means of:
- An Identifier assigned to each User by the Customer's Administrator User,
- And a password created and communicated by the Customer's Administrator User.
The Customer will use the Identifiers that have been communicated to him during each connection to the Application Services. The Identifiers are intended to reserve access to the Solutions subject to the Contract to the Customer's Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Customer Data as transmitted by the Users.
Identifiers are personal and confidential. They can only be changed at the request of the Customer or at the initiative of the Service Provider subject to prior notice to the Customer.
The Customer undertakes to make every effort to keep the Identifiers concerning him secret and not to disclose them in any form whatsoever.
The Customer is fully responsible for the use of the Identifiers and is responsible for keeping the access codes given to him. It will ensure that no other person not authorized by the Service Provider has access to the Application Services and Solutions. In general, the Customer assumes responsibility for the security of individual access points to the Solutions.
In the event that he is aware of the fact that another person is accessing it, the Customer will inform the Service Provider without delay and confirm it by registered letter.
The Customer acknowledges having been informed by the Service Provider of the procedure to follow in the event of loss or theft of one of the identifiers. This procedure may be subject to change at any time if the Service Provider deems it useful.
In the event of a change in the procedure, the Service Provider will inform the Customer 48 hours before by email.
The Service Provider recommends that the Customer adopt an IT charter in order to make all of its staff aware of this issue. In addition, Customer Identifiers allow access to the Solutions within the limit of a single simultaneous connection. Any attempt to use the same Customer Identifiers simultaneously by several Workstations may result in the termination of this Agreement by the Service Provider, ipso jure, without delay or prior notice.
The Customer guarantees the Service Provider against any recourse or action that may be brought by a third party who claims to have suffered harm in connection with a violation of this article.
The Customer is informed of the technical hazards inherent to the Internet, and of the access interruptions that may result.
Consequently, the Service Provider will not be held responsible for any unavailability or slowdowns of the Application Services.
The Service Provider is not able to guarantee the continuity of the Application Services, executed remotely via the Internet, which the Customer acknowledges. In addition, it is the Customer's responsibility to respect the volume thresholds indicated in the special conditions and to notify the Service Provider in the event of an increase in its needs in terms of processing capacity.
Application Services may occasionally be suspended due to maintenance interventions necessary for the proper functioning of the Servers. In the event of an interruption of the Application Services for maintenance, the Service Provider undertakes to comply with the operations procedure described below so that the Customer can be informed as best as possible of the interruption, and so that he can make his arrangements sufficiently in advance to avoid any disruption of his business:
- Minor anomaly (operating anomaly allowing the full use of the application, with a workaround procedure)
◦ Deadline for consideration: as soon as possible
◦ Correction time: on version V+1
- Semi-blocking anomaly (operating anomaly allowing the use of applications for part of its functionalities)
◦ Consideration period: 6 hours
◦ Correction time: 5 business days
- Blocking anomaly (operating anomaly that makes it impossible to use the application)
◦ Consideration period: 6 hours
◦ Correction time: 2 business days
The Service Provider cannot be held responsible for the possible impact of this unavailability on the Customer's activities.
The Parties acknowledge that the Solutions, Application Service and Specific Development remain the exclusive property of the Service Provider. The Service Provider grants the Customer a personal, non-exclusive, non-transferable and non-transferable right to use the Solutions, Application Service and Specific Development throughout the duration of the Contract. The Customer may only use the Application Services and the Solutions in accordance with its needs and their documentation. In particular, the license relating to the Application Solutions and Services is granted only for the sole purpose of allowing the Customer to use the Application Services, to the exclusion of any other purpose. The Customer is informed that this right of use is subject to the monthly payment of the fee under the terms and conditions provided for in the Contract. The right of use refers to the right to represent and implement the Application Services in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Customer may not under any circumstances make the Solutions available to a third party, and is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
A telephone support service to deal with anomalies is available from Monday to Friday inclusive, from 9 a.m. to 12 p.m. and from 2 p.m. to 6 p.m. Anomaly reports must be confirmed by email to the Service Provider without delay. The Service Provider diagnoses the anomaly and then implements its correction.
(a) In the event of a blocking anomaly, the report is taken into account within 6 working hours. The Service Provider strives to correct the blocking anomaly as soon as possible, and offers a workaround within 2 working days.
(b) In the event of a semi-blocking anomaly, the report is taken into account within 6 working hours. The Service Provider strives to correct the anomaly, and offers a workaround solution that may allow the use of the functionalities in question within 5 working days.
(c) In the event of a minor anomaly, the report is taken into account as soon as possible, and proposes the correction of the minor anomaly in a new version of the Service that will be delivered as part of evolutionary maintenance.
To enable the Service Provider to fulfill its obligation to provide assistance and maintenance, the Customer undertakes to:
- Designate a qualified contact person able to define, centralize Users' questions and submit to the Service Provider precisely the problems encountered;
- Maintain sufficiently qualified and trained Users throughout the duration of the execution of this Agreement. It is agreed between the Parties that assistance should be ad hoc and should not lead to the provision of training. The Service Provider reserves the right to charge for assistance services similar to training services;
- Collaborate effectively and encourage Users to collaborate effectively, in particular by responding to the Service Provider's questions as soon as possible. The Service Provider is not responsible for maintenance in the following cases:
- Refusal by the Customer to collaborate with the Service Provider in resolving anomalies and in particular to respond to questions and requests for information;
- Use of Application Services in a manner that is not in accordance with their intended purpose or documentation;
- Unauthorized modification of the Solutions by the Customer or by a third party;
- Failure by the Customer to fulfill its obligations under the Contract;
- Implementation of any software packages, software or operating systems that are not compatible with the Application Services;
- Use of incompatible consumables;
- Failure of electronic communication networks;
- Voluntary act of degradation, malice, sabotage;
- Deterioration due to force majeure or misuse of the Application Services.
The Customer benefits from functional updates and developments in the Application Services. If the Customer has opted for Specific Application Services Developments, functional updates and developments will result in additional specific billing. The Service Provider undertakes to send updated documentation for the new versions of the Solutions. Corrections and developments in the Application Services are expressly subject to the Agreement. Interventions relating to this service may make the service temporarily unavailable. They are carried out periodically after a 48-hour notice period.
The Customer will be answered from Monday to Friday from 9 a.m. to 12 p.m. and 2 p.m. and 6 p.m. by telephone, within a maximum of 6 hours, by calling +33 (0) 2.85.29.33.80.
At the request of the Customer, the Service Provider can provide training services on Application Services, the terms and prices of which will be agreed upon by mutual agreement between the Parties. The Service Provider will charge for a training service if its intervention records in the context of technical assistance and corrective maintenance of the Application Services reveal recurrent problems of use by the Customer distinct from anomalies.
Training services ordered but not carried out will be invoiced 3 months after the date of signature of the contract. The customer can schedule them at any time within a maximum of 3 months after billing.
The purpose of these clauses is to define the conditions under which the service provider undertakes to carry out on behalf of the data controller the personal data processing operations defined below. As part of their contractual relationships, the parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (hereinafter, “the European Data Protection Regulation”).
The provider is authorized to process, on behalf of the data controller, the personal data necessary for the following services:
· Hosting the data entered
· Maintenance of the applications used
· Storage of data entered in applications
· Intervention on your databases
All data is hosted in the Oceanet Technology data center — 2 Impasse Joséphine Baker — 44800 Saint Herblain.
The customer assumes all editorial responsibility for the use of the application services. The Customer is solely responsible for the quality, legality and relevance of the Data and content that it transmits for the purposes of using the Application Services. In addition, the Customer guarantees that he is the owner of the intellectual property rights that allow him to use the Data and the content. Consequently, the Service Provider declines all responsibility in the event of non-compliance with the Data and/or the content of laws and regulations, public order or the needs of the Customer. The Customer guarantees the Service Provider, at first request, against any damage that may result from the liability of a third party for the breach of this warranty. More generally, the Customer is solely responsible for the content and messages broadcast and/or downloaded through the Application Services. The customer remains the sole owner of the data constituting the content of the solutions.
The service provider undertakes to:
1. Process data only for the sole purpose (s) that are/are the subject of subcontracting;
2. Process the data in accordance with the instructions given by the data controller. If the provider considers that an instruction constitutes a violation of the European Data Protection Regulation or of any other provision of Union law or the law of the Member States relating to data protection, he shall immediately inform the data controller;
3. Guarantee the confidentiality of personal data processed under this contract;
4. Ensure that persons authorized to process personal data under this contract:
· Undertake to respect confidentiality or are subject to an appropriate legal confidentiality obligation
· Receive the necessary training in the protection of personal data
5. Take into account, when it comes to its tools, products, applications or services, the principles of data protection by design and data protection by default;
6. Subsequent subcontracting:
The service provider ensures the RGPD compliance of its subcontractors and in particular the host.
If the subsequent subcontractor does not fulfill its data protection obligations, the initial provider remains fully responsible to the data controller for the performance by the other subcontractor of its obligations.
7. Right to information of the persons concerned: It is the responsibility of the data controller to provide information to the persons concerned by the processing operations at the time of data collection.
8. Exercise of individuals' rights: The data controller will submit to requests to exercise the rights of data subjects: right of access, correction, deletion and opposition, right to restrict processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
9. Notification of personal data breaches: The provider notifies the data controller of any personal data breach within a maximum of 48 hours after becoming aware of it and by any appropriate means. This notification shall be accompanied by any useful documentation in order to allow the data controller, if necessary, to notify the competent supervisory authority of this violation.
10. Security measures: The provider undertakes to implement the following security measures:
· Means to ensure the continued confidentiality, integrity, availability, and resilience of processing systems and services;
· The means to restore the availability of and access to personal data within an appropriate time frame in the event of a physical or technical incident;
· A procedure aimed at regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing
11. Data output:
At the end of the provision of services relating to the processing of this data, the provider undertakes, at the request of the data controller, to return all personal data to him. The return will be accompanied by the destruction of all copies existing in the provider's information systems. Once destroyed, the service provider will justify the destruction in writing. Without a request from the data controller, the data will be archived for 3 months, then destroyed.
12. Data protection officer: The service provider has appointed as data protection officer, Mr. Philippe Gauvrit, Société Clicoweb contact@consultant-dpo.fr
13. Register of categories of processing activities:
The provider declares to keep a written record of all categories of processing activities carried out on behalf of the data controller, including:
· The name and contact details of the data controller on whose behalf he is acting, any subcontractors and, where applicable, the data protection officer;
· The categories of processing carried out on behalf of the data controller;
· Where applicable, transfers of personal data to a third country or to an international organization, including the identification of that third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49 (1) of the European Data Protection Regulation, documents attesting to the existence of appropriate guarantees;
14. Documentation:
The provider shall provide the data controller with the documentation necessary to demonstrate compliance with all of its obligations and to allow audits, including inspections, to be carried out by the data controller or another auditor appointed by him, and to contribute to these audits.
In return for the Application Services provided, the Customer must pay a fee determined under the special conditions each month. Service fees are indicated in euros and do not include taxes and fees. Invoices are sent electronically to the Customer. It is expressly agreed between the Parties that the amount of the amounts invoiced by the Service Provider will be revised each year according to the Syntec index. The new pricing conditions will be applicable to the Customer only as of the renewal of the Contract and will be communicated to him in advance by the Service Provider.
The following services are excluded from the fee and are invoiced separately:
- Training services;
- Technical assistance services;
- On-site deployment services;
- Specific development services;
- And more generally all services that are not part of the SaaS offer.
Notwithstanding the commitment period, the Services are billed monthly, at the beginning of each month. Invoices are payable on 1Er of each month by direct debit, according to a SEPA direct debit mandate from the Customer's bank account. The amounts due by the Customer will be increased by the current VAT.
Without prejudice to possible damages and interest, failure by the Customer to pay an invoice by its due date automatically results in:
- The application of late payment interest equal to three times the legal interest rate, without prior notice starting from the first day of delay; in addition, the Service Provider will require the payment of a lump-sum compensation for recovery costs in the amount of forty (40) euros;
- Additional bank and management fees (monitoring of collection, letters and telephone follow-up costs, representation of bank direct debit rejections);
- The immediate suspension of the Application Services;
- The automatic termination of the Contract within 30 days after the Service Provider sends a formal notice by registered letter with acknowledgement of receipt that has remained unsuccessful;
- The immediate payment of the remaining royalties on the Contract.
The Customer is and remains the owner of all the Data that it uses via the Application Services under the Contract. The Service Provider is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as more generally than the IT infrastructure (software and hardware) implemented or developed under the Contract. The Contract does not give the Customer any ownership rights over the Solutions. The temporary provision of the Solutions under the conditions provided for in the Contract cannot be considered as the transfer of any intellectual property right for the benefit of the Customer, within the meaning of the French Intellectual Property Code. The Customer is prohibited from reproducing any element of the Application Solutions and Services, or any documentation concerning them, by any means whatsoever, in any form and on any medium whatsoever. The Customer may not assign all or part of the rights and obligations resulting from the Contract, whether as part of a temporary assignment, a sublicense and any other contract providing for the transfer of these rights and obligations.
The Service Provider declares and guarantees:
- That the Solutions he has developed are original within the meaning of the French Intellectual Property Code,
- That he is the owner of all the intellectual property rights that allow him to conclude the Contract.
The provider declares and guarantees that the Solutions are not likely to infringe the rights of third parties.
The Customer declares to have analyzed the suitability of the Solution to his needs in the pre-contractual phase, with the help of a qualified person to advise him if necessary. The Customer guarantees that each User has the necessary skills and knowledge, and in general, business expertise related to the areas of business management that directly concern this User. The Customer undertakes to take all the precautions necessary for the use of the Application Services.
The Customer declares to accept the characteristics, risks and limitations of the Internet and to recognize:
- That the Internet presents risks and shortcomings, which lead to temporary decreases in its technical performance, to increased response times when using the Solution online, or even to the temporary unavailability of servers;
- That it is up to him to take all appropriate measures to protect his computer equipment and his local network against threats, regardless of their origin, and in particular viruses or intrusion attempts by a third party.
Each Party assumes responsibility for the consequences resulting from its faults, errors or omissions, causing direct damage to the other Party. In addition, and in the event of a fault proven by the Customer, the Service Provider will only be required to compensate for the pecuniary consequences of direct and foreseeable damage as a result of the performance of the Services. Consequently, under no circumstances may the Service Provider be held liable for indirect or unforeseeable losses or damages caused by the Customer or third parties, including in particular any missed gain, loss, inaccuracy or corruption of files or Data, commercial damage, loss of turnover or profit, loss of clientele, loss of opportunity, cost of obtaining a substitute product, service or technology, related to or resulting from the inference. faulty performance or performance of services. For any proven interruption of the Application Services, the total amount of damages repairable by the Service Provider will be expressly limited to the price paid by the Customer per Workstation up to fifty (50) euros excluding VAT per day of interruption. The number of Workstations is defined by the average consumption recorded over the last twelve months. In addition, an exemption of eight working hours will be applied to each interruption period, based on the Service Provider's functional business hours. For any other cause of damage, the liability of the Service Provider may not exceed, all damages combined, the total amount of the amounts paid by the Customer for the Application Services, under this Agreement for the three (3) months preceding the damage in question. In addition, the Service Provider cannot be held responsible for the accidental destruction of the Data by the Customer or a third party who has accessed the Application Services using the Identifiers given to the Customer. Under no circumstances can the Service Provider be held liable for any damage in the event of damage caused by an interruption or a drop in service by the telecommunications operator, the electricity supplier or in the event of force majeure. None of the Parties may be held liable for any breach of its obligations under the Contract, if such breach results from: a governmental decision, including any withdrawal or suspension of authorizations of any kind, a total or partial strike, internal or external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or blockage of telecommunications or electrical networks, of An act of computer hacking, or more generally everything other force majeure event with the characteristics defined by case law. The Party noticing the event must without delay inform the other party of its impossibility to perform its service. The suspension of obligations or the delay can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay.
The Parties, each as far as they are concerned, undertake to take out an insurance policy intended to cover the harmful consequences of the risks associated with this Contract. The Service Provider undertakes to provide any supporting documents to the Customer if the latter expressly requests it.
In the event of a breach by one of the Parties of its contractual obligations, the Contract may be automatically terminated by the other Party thirty (30) days after the sending of a letter of formal notice sent by registered mail with acknowledgement of receipt that remains without effect. The formal notice will indicate the defect (s) identified. In the event of termination, the Customer will stop using all access codes to the Solutions and Application Services. Reversibility services will be implemented in accordance with the article REVERSIBILITY.
The purpose of reversibility is to allow the Customer to take back his Data under the best conditions. The implementation of reversibility must be notified by the Customer to the Service Provider. In the event of termination of the contractual relationship, regardless of the cause, the Service Provider undertakes to return or destroy, at the Customer's choice formulated by registered letter with acknowledgement of receipt and within 45 working days of the date of receipt of this request, all of the Data belonging to it on a standard medium that can be reused in an equivalent environment. The Data will be returned in a texte.txt, pdf, jpeg, csv or docx format depending on the nature of the Data. The Customer will actively collaborate with the Service Provider in order to facilitate the recovery of the Data.
Each Party renounces the right to hire or to have any employee of the other party work, directly or through an intermediary, without the express prior agreement of the latter. This waiver is valid for the duration of the Contract and for the twelve (12) months following its termination.
Each Party undertakes to (i) keep confidential all information it receives from the other Party, including (ii) not to disclose confidential information from the other Party to any third party, other than employees or agents who need to know it; and (iii) to use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the Contract. Notwithstanding the above, none of the Parties will have any obligation with respect to information that (i) would have fallen or would fall into the public domain regardless of a fault by the Party receiving it, (ii) would be developed independently by the Party receiving it, (iii) would be known to the Party receiving it before the other Party disclosed it to it, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed by law or by order of a court (to which In such cases, they shall be disclosed only to the extent required and after giving written notice to the Party that provided them). The obligations of the Parties with respect to confidential information will remain in force for the duration of the Contract and as long, after its end, as the information concerned remains confidential for the Party disclosing it and, in any event, for a period of 3 years after the end of the Contract. Each Party must return all copies of documents and media containing confidential information from the other Party as soon as the Contract expires, regardless of the cause. The Parties also undertake to ensure that these provisions are respected by their staff, and by any employee or third party who may intervene in any capacity under the Contract.
The Service Provider reserves the right to cite the Customer among its references, unless the Customer expressly requests otherwise known at the date of signature of this Agreement. The Customer therefore authorizes the Service Provider to use its name in the reference publications published on the Service Provider's commercial brochures and to affix its logo, the matrix of which it will provide, on the Service Provider's website but also at trade shows or any other event whose purpose is to present or promote the Service Provider's products and services and any other media contributing to the same purpose.
The Parties are and will remain independent business partners throughout the execution of the contract.
Insofar as the Service Provider is the sole owner of the rights to the Application Solutions and Services made available to the Customer, the Parties agree that the Customer benefits from a personal, punctual, non-transferable and non-exclusive right of use. Consequently, it is expressly agreed that this Agreement may under no circumstances be transferred to a third party by the Customer, without the prior written consent of the Service Provider.
The invalidity, invalidity, absence of binding force or unenforceability of any of the provisions of the Contract does not imply the invalidity, invalidity, absence of binding force or unenforceability of the other stipulations, which will remain in full force. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation (s).
The Contract is subject to French law, to the exclusion of any other legislation.
For the execution of this agreement and its consequences, the parties choose their respective places of residence.
All disputes to which this Agreement may give rise will be under the exclusive jurisdiction of the Commercial Court of LA ROCHE SUR YON.