SYMALEAN GENERAL TERMS & CONDITIONS
SYMALEAN SOFTWARE SOLUTIONS SUBSCRIPTION TERMS & CONDITIONS
The Service Provider is a provider of “Software as a Service”, i.e. business applications leased online (so-called SaaS Provider). In this respect, it is the supplier of the Application Services described below in the Contract. The Client wishes to make use of SaaS via a specialised Service Provider, to operate the solutions described in the Special Terms and Conditions. The Client acknowledges having received from the Service Provider all the necessary information enabling it to assess the suitability of the Application Services for its needs and to take all the necessary precautions for their use.
THIS HAVING BEEN STATED, IT IS AGREED AS FOLLOWS:
ARTICLE 1. DEFINITIONS
Capitalised terms used in the Contract, whether used in the singular or the plural, shall have the meaning given to them below.
Anomalies indicate the application’s operational difficulties – repetitive and reproducible –, which can be of three types:
– Blocking Anomaly means any malfunction that makes it impossible to use the application;
– Semi-Blocking Anomaly refers to any malfunction allowing the application and its features to be used in part;
– Minor Anomaly refers to any minor malfunction that does not prevent the application and all its features from being fully used, even if this is done by means of a workaround procedure;
Purchase Order means the document signed by the Client describing the Special Terms and Conditions of the contract;
Special Terms and Conditions means the information contained in the Purchase Order and in particular the solutions chosen, the maximum storage capacity, the number of accesses, the amount of the fee and its frequency, as well as the duration of the Contract and the terms and conditions of payment of the fees;
Contract implies contractual documents made up of these General Terms and Conditions and the Purchase Order;
Specific Development means the IT program designed exclusively for the Client by the Service Provider;
Documentation means the paper documents or computer files relating to the use of the Software, regardless of their format;
Data refers to information, publications and, in general, data and information of any nature in the Client database, the use of which is the subject of this Contract, and that may only be consulted by Users;
Login Details refer to both the user’s own ID (“login”) and the password;
Internet refers to the set of interconnected networks, which are located in all regions of the world;
Software means any software supplied by the Service Provider to the Client and in particular the associated Solutions;
Maintenance refers to all operations aimed at maintaining in working order and updating applications and availability;
Workstation refers to a terminal or device of any kind (computer, tablet, smartphone, etc.) from which a User accesses the Solution;
SaaS refers to Software as a Service, i.e. business applications leased online;
Server refers to computer equipment designated by a serial number, consisting of computers or mainframes, their peripherals or accessories including, where applicable, the network managing the exchange of information;
Application Service refers to the service offered in SaaS mode by the Service Provider, enabling the Client to use the Solutions;
Solutions designates the operational functions listed in the Special Terms and Conditions of the Contract and made available to the Client in the context of the Application Services covered by the Contract;
User refers to the person placed under the responsibility of the Client (employee, representative, etc.) and having access to the Application Services on his/her computer, tablet or smartphone under the user licence contracted by the Client;
User-Administrator designates the person in charge of managing a computer system, who is responsible for it, whether in terms of its security, its operation, its use or its development.
ARTICLE 2. PURPOSE
The purpose of the Contract is to define the terms and conditions under which the Service Provider makes the Solutions available to the Client in SaaS mode.
The Service Provider grants the Client, who accepts:
– A right of access to the Oceanet Technology Servers under the conditions defined below;
– An end-use right for the Solution;
– A series of services as defined below, in particular data hosting, Application Services’ maintenance and technical support.
ARTICLE 3. CONTRACTUAL DOCUMENTS
The Special and General Terms and Conditions of the Contract constitute all the commitments existing between the Parties. The Contract replaces and cancels any previous oral or written commitment relating to the purpose of the Contract. The Contract may only be modified by means of an amendment signed by both Parties.
ARTICLE 4. EFFECT, DURATION & RENEWALS
The Contract shall take effect on the date on which the Purchase Order is signed. The term of the Contract is set at three (3) years, the calculation of this duration running from the 1st day of the month following the date on which the Purchase Order was signed. The Client shall benefit from a one (1) month trial period beginning on the date on which the Application Services are made available, as conveyed by the sending of an email containing the login ID, context and password. The Client may end the trial period by sending a registered letter with acknowledgement of receipt, no later than eight (8) days before the end of the 1st month of the Contract. Should the Client terminate the Contract during the trial period, the services used shall be due by the Client. If the Contract is not terminated during the trial period, it shall continue until its expiry. The Contract shall be tacitly renewed 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, three (3) months before expiry of the Contract. In the event of termination of the Contract before its expiry and after the trial period, at the initiative of the Client, or at the initiative of the Service Provider due to the Client’s misconduct, regardless of the cause, the remaining fees will become immediately due and shall be paid without delay by the Client upon receipt of the corresponding invoice issued by the Service Provider.
ARTICLE 5. DESCRIPTION OF APPLICATION SERVICES
5.1. APPLICATION SOLUTIONS
The Service Provider shall make the Solutions available to the Client on the Service Provider’s remote server via the Internet. Under the terms of the “Licences” article, the Service Provider grants the Client the right to use the Solutions designated in the Special Terms and Conditions on a non-exclusive basis. The Service Provider is responsible for hosting the Data on the Servers, and for the maintenance and security of Solutions. The Service Provider performs back-up according to a back-up plan that is set up in order to safeguard application data and client data; Each data item is subject to daily back-up and five (5) days’ retention.
5.2. NETWORK & TECHNICAL SCOPE
The choice of network is made by the Client and as such, the Service Provider provides no guarantee on the chosen network. As the Service Provider cannot be held liable for network line interruptions, it draws the Client’s particular attention to the importance of the choice of network operator. To access the Solution, the Client has familiarised themselves with the technical scope defined by the Service Provider and declares its acceptance as a prerequisite to the provision of the Solution. The Client 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 Service Provider’s recommendations described below:
– Minimum recommended inbound/outbound bit rate: 1Mb
– 2 Core 2.5 GHz processor or higher
– At least 4GB of RAM
– Graphics card and resolution of monitor (1024 x 768) or higher
– Chrome Internet browser (recommended) or Firefox or Safari or Internet Explorer >=11
The Service Provider’s recommendations may be modified by sending an email as soon as the development of the Solutions made available so requires; which the Client accepts.
5.3. RIGHT OF ACCESS TO SOLUTIONS
The Client alone shall use this right of access. With the exception of maintenance periods, they can connect at any time, namely:
– 24 hours a day;
– 7 days a week;
– Including Sundays and public holidays;
– With support from the Service Provider’s technical teams, where applicable.
Access is made:
– Via the Client’s computers, tablets and smartphones;
– From any portable Client computer;
– Using the Login Details (ID) provided to the Client.
The service may occasionally be suspended due to maintenance operations necessary for the proper operation of the Servers. In the event of maintenance, the Service Provider undertakes to inform the User-Administrator by email at least 48 hours before the intervention leading to a momentary interruption of service. The Client acknowledges that this period is sufficient in order to make arrangements and organise itself accordingly. The Service Provider shall not be held liable for any consequences arising from the interruption or suspension of the Solutions for maintenance, provided that this notice period has been respected.
5.4. USER IDENTIFICATION
The Service Provider shall provide an initial ID and password to the User-Administrator chosen by the Client; the other User login IDs shall be created by the User-Administrator, under the Client’s responsibility.
The Client is identified when accessing the Application Services by means of:
– A login ID assigned to each User by the Client’s User-Administrator; and
– A password created and communicated by the Client’s User-Administrator.
The Client shall use the Login Details (ID) provided to it each time it connects to the Application Services. The Login Details are intended to reserve access to the Solutions covered by this Contract for Client Users; to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of Client Data as communicated by the Users.
These Login Details are personal and confidential. They may only be changed at the Client’s request or at the Service Provider’s initiative, subject to notifying the Client in advance. The Client undertakes to make every effort to keep its Login Details secret and not to disclose them in any form whatsoever. The Client is fully responsible for the use of Login Details and is equally responsible for the safeguarding of the access codes with which it has been provided. It shall ensure that no other person, unauthorised by the Service Provider, has access to the Application Services and the Solutions. In general, the Client assumes responsibility for the security of individual Workstations for access to Solutions. In the event that it becomes aware that another person has gained access, the Client shall inform the Service Provider without delay and shall confirm this by registered letter. The Client acknowledges having been informed by the Service Provider of the procedure to be followed in the event of the loss or theft of one of the login IDs. This procedure may be amended at any time if the Service Provider deems it necessary. In the event of a change to the procedure, the Service Provider will inform the Client 48 hours in advance by email. The Service Provider recommends that the Client equip itself with an IT charter in order to make all its staff aware of this issue. Furthermore, the Client’s Login Details allow access to the Solutions within the limit of a single simultaneous connection. Any attempt to use the same Client Login Details simultaneously via several Workstations may lead to the termination of this Contract by the Service Provider, without delay or prior formal notice. The Client guarantees the Service Provider against any recourse or action that may be brought against it by a third party who claims to have suffered a loss in connection with a breach of this article.
ARTICLE 6. QUALITY OF APPLICATION SERVICES
The Client is informed of the technical hazards inherent to the Internet and the possible interruptions to access that can ensue. Consequently, the Service Provider shall not be held liable for any unavailability or sluggishness of the Application Services. The Service Provider is not able to guarantee the continuity of Application Services, executed remotely via the Internet, which the Client acknowledges. Furthermore, it is the Client’s responsibility to comply with the volume thresholds indicated in the Special Terms and Conditions and to notify the Service Provider in the event of an increase in its needs in terms of processing capacity. The Application Services may occasionally be suspended due to maintenance operations necessary for the proper operation of the Servers. In the event of an interruption to Application Services for maintenance, the Service Provider undertakes to comply with the operations procedure described below, in order that the Client may be informed of the interruption sufficiently in advance to take the necessary measures to avoid any disruption to its activity:
– Minor Anomaly (malfunction permitting full use of the application, with a workaround procedure)
◦ Processing time: as quickly as practicable
◦ Correction time: on version V+1
– Semi-Blocking Anomaly (malfunction allowing the application and its functions to be used in part)
◦ Processing time: 6 hours
◦ Correction time: 5 working days
– Blocking Anomaly (malfunction making the application impossible to use)
◦ Processing time: 6 hours
◦ Correction time: 2 working days
The Service Provider may not be held liable for the possible impact of this unavailability on the Client’s activities.
ARTICLE 7. LICENCE
The Parties acknowledge that the Solutions, Application Services and Specific Developments remain the exclusive property of the Service Provider. The Service Provider grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions, Application Services and Specific Developments for the duration of the Contract. The Client may only use the Application Services and Solutions in accordance with its needs and their Documentation. In particular, the licence relating to Application Solutions and Services is granted for the sole purpose of enabling the Client to use the Application Services, to the exclusion of any other purpose. The Client is informed that this right of use is subject to monthly payment of the fee under the Terms and Conditions provided for in the Contract. The right of use means the right to represent and implement the Application Services according to their purpose, in SaaS mode via a connection to an electronic communications network. Under no circumstances may the Client make the Solutions available to a third party, and is strictly prohibited from any other use, in particular any adaptation, modification, translation, reorganisation, distribution, decompilation, without this list being exhaustive.
ARTICLE 8. MAINTENANCE
8.1. TECHNICAL MAINTENANCE
A telephone support service (“Help Desk”) to deal with Anomalies is available from Monday to Friday inclusive, from 9am to 12pm and 2pm to 6pm (CET). Anomaly reports shall be confirmed to the Service Provider without delay by email at email@example.com. The Service Provider shall diagnose the anomaly and then implement its correction.
(a) In the event of a Blocking Anomaly, the report is taken into account within (six) 6 business hours. The Service Provider shall make every effort to correct the Blocking Anomaly as soon as possible, and shall propose a workaround solution within two (2) working days.
(b) In the event of a Semi-Blocking Anomaly, the report is processed within six (6) business hours. The Service Provider shall make every effort to correct the Anomaly, and propose a workaround solution that will enable the use of the features in question within five (5) working days.
(c) In the event of a Minor Anomaly, the report is taken into account as soon as possible and its correction will be proposed in a new version of the Service, which will be delivered as part of upgrade maintenance.
To enable the Service Provider to fulfil its obligation of support and maintenance, the Client undertakes to:
– Appoint a qualified contact person capable of defining and centralising questions from Users and submitting the issues encountered to the Service Provider in a precise manner;
– Maintain suitably qualified and trained Users throughout the term of this Contract. It is agreed between the Parties that the support must be occasional and must not lead to a training service. The Service Provider reserves the right to invoice support services that are tantamount to training services;
– Collaborate effectively and encourage Users to collaborate effectively, in particular by answering questions from the Service Provider as quickly as possible.
The Service Provider is not responsible for maintenance in the following cases:
– Refusal by the Client to cooperate with the Service Provider in resolving anomalies and, in particular, to respond to questions and requests for information;
– Use of the Application Services in a manner that is not compliant with their intended purpose or Documentation;
– Unauthorised modification of the Solutions by the Client or a third party;
– Breach by the Client of its contractual obligations;
– Instalment of any software packages, applications or operating systems not compatible with the Application Services;
– Use of incompatible consumables;
– Failure of electronic communication networks;
– Deliberate act of degradation, malice, sabotage;
– Deterioration due to force majeure or misuse of the Application Services.
8.2 UPGRADE MAINTENANCE
The Client benefits from Application Services updates and operational upgrades. If the Client has opted for Specific Developments for the Application Services, the updates and functional upgrades will give rise to additional specific invoicing. The Service Provider undertakes to send updated Documentation for new versions of the Solutions. Corrections and upgrades to the Application Services are expressly subject to the Contract. Interventions relating to this may make the Application Services temporarily unavailable. They are carried out periodically after 48 hours’ notice.
ARTICLE 9. TECHNICAL SUPPORT
The Client shall receive a response from Monday to Friday from 9am to 12pm and from 2pm to 6pm (CET) by telephone, within a maximum of 6 hours, by calling +33 (0)2 85 29 33 80.
ARTICLE 10. TRAINING
At the Client’s request, the Service Provider can provide training services for the Application Services, the terms and price of which shall be mutually agreed between the Parties. The Service Provider shall invoice a training service if its intervention records, in the context of technical support and corrective maintenance, show recurring problems of use by the Client distinct from Anomalies with the use of the Application Services.
ARTICLE 11. DATA PROCESSING
11.1. PERSONAL DATA
If Data conveyed for the purpose of using the Application Services includes personal data, the Client guarantees to the Service Provider that it has fulfilled all the obligations incumbent upon it under the terms of the Law of 6 January 1978 known as the “Data Protection” Act, and that it has informed the private individuals concerned of the use made of said personal data. In this respect, the Client guarantees the Service Provider against any appeal, complaint or claim concerning personal data reproduced and hosted via the Application Services. The Service Provider informs the Client that all Data is hosted in the Oceanet Technology Data Centres – 2 Impasse Joséphine Baker – 44800 Saint Herblain – FRANCE.
11.2. DATA PROCESSING
The Client shall bear any editorial responsibility for the use of the Application Services. The Client is solely responsible for the quality, legality and relevance of the Data and content it conveys for the purposes of using the Application Services. It also guarantees that it holds the intellectual property rights enabling it to use the Data and content. Consequently, the Service Provider disclaims all liability in the event of Non-Conformities of the Data and/or content with laws and regulations, public order or the needs of the Client. The Client guarantees the Service Provider upon first request against any loss that may result from its being implicated by a third party for a breach of this guarantee. More generally, the Client is solely responsible for the content and messages disseminated and/or downloaded via the Application Services. The Client remains the sole owner of all the Data constituting the content of the Solutions.
11.3. DATA PROTECTION
Each of the Parties undertakes to implement the appropriate technical means to ensure the security of the Data. Subject to the “Liability” article, the Service Provider undertakes to preserve the integrity and confidentiality of the Data contained in the Solutions. The Service Provider shall ensure technical and organisational measures to prevent any access to or fraudulent use of the Data and to prevent any loss, alteration or destruction of the Data.
ARTICLE 12. FINANCIAL CONDITIONS
In return for the Application Services provided, the Client shall pay a monthly fee as set out in in the Special Terms and Conditions. The fees for the Application Services are stated in euros and are exclusive of tax and charges. Invoices shall be sent electronically to the Client. It is expressly agreed between the Parties that the amount of the sums invoiced by the Service Provider shall be revised each year according to the Syntec index.
The following are excluded from the fee and are invoiced separately:
– Training services;
– Technical support services;
– On-site deployment services;
– Specific Development Services;
– And in general, all services not included in the SaaS offering.
12.2. TERMS OF PAYMENT
Services shall be invoiced monthly, at the beginning of each month, and for the first payment on the 1st day of the month following the month in which the Purchase Order is signed. Invoices are payable on the 1st of each month by direct debit, by way of the SEPA direct debit mandate on the Client’s bank account. The amounts due by the Client shall be increased by the rate of VAT in effect.
Without prejudice to any damages, failure by the Client to pay an invoice on its due date shall automatically result in:
– The application of interest for late payment equal to three (3) times the legal interest rate, without prior formal notice, as of the first day overdue; in addition, the Service Provider shall require the payment of fixed compensation for recovery costs for the amount of fifty (50) euros;
– Additional bank and management charges (monitoring of recovery, follow-up letters and telephone charges for reminders, representation of rejected direct debits);
– The immediate suspension of Application Services;
– The automatic termination of the Contract, within thirty (30) days of the Service Provider sending formal notice by registered letter with acknowledgement of receipt that remains without effect;
– Outstanding fees for the remainder of the Contract becoming immediately payable.
ARTICLE 13. PROPERTY
The Client is and remains the owner of all the Data used 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 Client, as well as, in general, the IT infrastructure (software and hardware) implemented or developed within the framework of the Contract. The Contract does not grant the Client any ownership rights to the Solutions. The temporary provision of the Solutions under the conditions provided for in the Contract can in no way be understood as the assignment of any intellectual property right to the Client according to the French Intellectual Property Code. The Client shall refrain from reproducing any element of the Application Solutions and Services, or any Documentation relating thereto, 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 Contract, whether in the context of a temporary assignment, a sub-licence or any other contract providing for the transfer of said rights and obligations.
ARTICLE 14. GUARANTEE OF PEACEFUL POSSESSION
The Service Provider states and guarantees:
– That the Solutions it has developed are original under the terms of the French Intellectual Property Code;
– That it holds all intellectual property rights enabling it to conclude the Contract.
The Service Provider states and guarantees that the Solutions are not likely to violate the rights of third parties.
ARTICLE 15. ACCEPTANCE OF RISKS & LIMITATION OF LIABILITY
15.1 ACCEPTANCE OF RISKS
The Client declares having assessed the suitability of the Solution to its needs in the pre-contractual phase, with the help of a qualified person for advisory purposes where necessary. The Client guarantees that each User possesses the necessary skills and knowledge, and in general, the professional expertise related to the business management fields that directly concern this User. The Client undertakes to take all necessary precautions for the use of Application Services.
The Client declares that it accepts the characteristics, risks and limits of the Internet and acknowledges:
– That the Internet presents risks and imperfections, which may lead to temporary declines in its technical performance, an increase in response times when using the Solution online, or even the temporary unavailability of Servers;
– That it is its responsibility to take all appropriate measures to protect its IT equipment and local network against threats, whatever their origin, and in particular viruses or intrusion attempts by a third party.
15.2 LIMITATION OF LIABILITY
Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, causing direct damage to the other Party. Furthermore, and in the event of a fault proven by the Client, the Service Provider shall only be required to remedy the financial consequences of direct and foreseeable damage due to the execution of the Services. Consequently, the Service Provider may not under any circumstances be held liable for indirect or unforeseeable losses or damages to the Client or third parties, including in particular any lost earnings, loss, inaccuracy or corruption of files or Data, damage to business, loss of turnover or profit, loss of clientèle, loss of opportunity, cost of obtaining a substitute product, service or technology, in relation to or arising from the non-performance or wrongful performance of the services. For any proven interruption to the Application Services, the total amount of damages repairable by the Service Provider shall be expressly limited to the price paid by the Client per Workstation, up to fifty (50) euros, exclusive of tax, per day of interruption. The number of Workstations is defined by the average consumption recorded over the last twelve (12) months. In addition, a deductible of eight (8) working hours will be applied to each period of interruption, based on the Service Provider’s operational working hours. For any other cause of damage, the Service Provider’s liability shall not exceed, all losses combined, the total amount of sums paid by the Client for Application Services under this Contract for the three (3) months preceding the damage in question. Furthermore, the Service Provider shall not be held liable for the accidental destruction of Data by the Client or a third party who accessed the Application Services using the Login Details provided to the Client. Under no circumstances shall the Service Provider be held liable for any damage caused by an interruption or decline in service of the telecommunications operator, the electricity supplier or in the event of force majeure. Neither of the Parties may be held liable for any breach of its obligations under this Contract, if such a breach results from a government decision, including any withdrawal or suspension of authorisations of any kind, a full 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 the telecommunications or electricity networks, an act of computer hacking or more generally any other event of force majeure presenting the characteristics defined by jurisprudence. The Party, upon recognising such an event, shall immediately inform the other Party of its inability to carry out the service. The suspension of obligations or their delay cannot, under any circumstances, be a cause of liability for non-execution of that obligation, or lead to the payment of damages or late penalties.
ARTICLE 16. INSURANCE
The Parties, each in their own right, undertake to take out an insurance policy intended to cover the harmful consequences of the risks related to this Contract. The Service Provider undertakes to provide any supporting documents to the Client if the latter so requests.
ARTICLE 17. TERMINATION
In the event of a breach by one of the Parties of its contractual obligations, the Contract may be rightfully terminated by the other Party, thirty (30) days after formal notice has been sent by registered letter with acknowledgement of receipt and has remained unheeded. The formal notice shall indicate the failure(s) observed. In the event of termination, the Client shall stop using all access codes to the Solutions and Application Services. The reversibility services shall be implemented in accordance with the “Reversibility” article.
ARTICLE 18. REVERSIBILITY
The purpose of reversibility is to enable the Client to retrieve its Data under the best conditions. The Client shall notify the Service Provider of the implementation of reversibility. In the event of termination of the contractual relationship, regardless of the cause, the Service Provider undertakes to return or destroy, at the Client’s discretion, formulated by registered letter with acknowledgement of receipt and within forty-five (45) working days of the date of receipt of this request, all Data belonging to it, on a standard medium, reusable in an equivalent environment. Data shall be returned in text format, either .txt, .pdf, .jpeg, .csv or .docx depending on the nature of the Data. The Client shall actively collaborate with the Service Provider in order to facilitate the retrieval of the Data.
ARTICLE 19. NON-SOLICITATION OF PERSONNEL
Each Party undertakes not to employ or to have work for them, whether directly or via another person, any employee of the other Party without prior express agreement by the latter. This undertaking is valid throughout the term of the Contract and for twelve (12) months after its termination.
ARTICLE 20. CONFIDENTIALITY
Each of the Parties undertakes to (i) keep confidential all information that it receives 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 on a need-to-know basis; and to (iii) only use the other Party’s confidential information for the purpose of exercising its rights and fulfilling its obligations under the terms of the Contract. Notwithstanding the above, neither Party shall have any obligation with respect to information that (i) has or would have fallen into the public domain through no fault of the receiving Party, (ii) was developed independently by the receiving Party, (iii) was known to the receiving Party before the other Party disclosed it, (iv) was lawfully received from a third party not subject to an obligation of confidentiality, 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 the Party having provided said information has been notified in writing). The obligations of the Parties with regard to the confidential information shall remain in force throughout the entire Contract period and for as long as, after its expiry, the information concerned remains confidential for the Party disclosing it and, in any event, for a period of three (3) years following expiry of the Contract. Each Party shall return all copies of documents and media containing the other Party’s confidential information as soon as the Contract ends, regardless of the cause. The Parties also undertake to ensure compliance with these provisions by their staff, and by any employee or third party who may intervene in any capacity whatsoever in the context of the Contract.
ARTICLE 21. MISCELLANEOUS PROVISIONS
21.1 RIGHT TO CITE
The Service Provider reserves the right to cite the Client among its references, unless expressly requested otherwise by the Client, having informed the Service Provider on the date of signature of this Contract. The Client therefore authorises the Service Provider to use its name in publications of references distributed on the Service Provider’s commercial brochures and to affix its logo, the template of which it will provide, on the Service Provider’s website, but also during trade fairs or any other event whose purpose is the presentation or promotion of the Service Provider’s products and services and any other media contributing to this same purpose.
21.2 RECIPROCAL INDEPENDENCE
The Parties are and shall remain independent business partners throughout the execution of the Contract.
Insofar as the Service Provider alone holds the rights to the Solutions and Application Services made available to the Client, the Parties agree that the Client benefits from a personal, one-off, non-transferable and non-exclusive right of use.
Consequently, it is expressly agreed that this Contract may not under any circumstances be assigned to a third party by the Client, unless the Service Provider has given its prior written consent.
21.4 SEVERABILITY OF CLAUSES
The invalidity, lapse, absence of binding force or unenforceability of any of the clauses of the Contract shall not render invalid, null, lacking in binding force or unenforceable the other clauses, which shall remain in full effect. However, the Parties may, by mutual agreement, agree to replace the invalid clause(s).
21.5. APPLICABLE LAW
This Contract is governed by French law to the exclusion of any other law.
21.6. ELECTION OF RESIDENCE
For the execution of this Contract and its consequences, the Parties respectively elect residence at their registered offices.
21.7. DISPUTES – ATTRIBUTION OF JURISDICTION
All disputes to which this Contract may give rise shall fall under the exclusive jurisdiction of the La Roche Sur Yon Trade Court.