- These General Terms and Conditions of Sale govern all products sold and services provided by the company ORDIPAT, SAS, with a share capital of 137,856 euros, registered in the RCS of Paris under the number 316 607 779 and whose head office is located 3 rue Moncey, 75009 Paris, France (hereinafter “the Company”).
- The Company is reachable at the following telephone number: +33 (0) 1 72 74 00 00 or at the following email address: email@example.com
- The Company offers to the client (hereinafter “the Client”) the following services:
-reservation of domain names;
-license of LOLA and ALISSIA software;
– assistance for project management;
-user support for LOLA and ALISSIA software;
-assistance and parameter on site and remotely;
-configuration of legislative updates (hereinafter together the “Services”);
-and sale of computer equipment (hereinafter the “Products”).
- These General Terms and Conditions of Sale (hereinafter referred to as the “GTCS”) govern the contractual relationship (hereinafter the “Agreement”) between the Company and the Client (hereinafter jointly referred to as “the Parties” and individually as the “Party”). IT BEING SPECIFIED THAT FOR EACH SERVICE AND PRODUCT, SPECIAL CONDITIONS COMPLEMENT THESE GTCS.
- These GTCS apply to any Agreement concluded between the Company and the Client concerning the sale of Products and/or Services by the Company to the Client, as referred to in the order form communicated to the Client (hereinafter the “Order Form”).
- These GTCS as well as the special conditions for each Service and Product are systematically communicated to each Client before the conclusion of the Agreement. Consequently, the process of placing an order for the Services and/or the Products (hereinafter the “Order”) implies a full and unreserved acceptance of the Client to the GTCS and to the special conditions, excluding any other documents. Any Order, thus accepted, cannot be canceled by the Client, and shall constitute a firm commitment to purchase the services concerned.
- These GTCS and the special conditions fully govern the Agreement. No other special conditions and / or general terms and conditions of purchase communicated by the Client to the Company may prevail over these GTCS, except in the case of a formal and written acceptance by the Company.
- Any provisions derogating from these GTCS and the special conditions shall result from an express agreement of the Parties, reflected in the Order confirmed by the Company or any other document bearing witness of the agreement of the Parties.
- The fact that the Company does not avail itself of any condition of these GTCS and / or the special conditions at any time applicable to the services ordered by the Client shall not be interpreted as a waiver of the subsequent enforcement of any of the said GTCS.
- These GTCS and the special conditions concerning the Services and Products offered by the Company are aimed for professionals within the meaning of the Consumer Code.
OBLIGATIONS OF THE PARTIES
- The Parties shall collaborate actively and in good faith to ensure the proper performance of the Agreement. Each Party undertakes to communicate any difficulties that may arise through the Order of the Services and/or Products in order for the Party to take the necessary decisions.
- The Client shall provide fair and truthful information and to notify the Company of any change concerning the information, data, documentation and needs.
- The Client shall be solely responsible for any malfunctions that may result from incorrect information.
Obligations of the Company
- In the context of these GTCS and the sale of Products and Services, the Company undertakes to give itself all the necessary means and to make every effort to achieve its mission according to the rules.
- During on-site assistance, the Company undertakes to respect and ensure compliance by its staff, if applicable, with the internal rules in force at the Client’s premises, and in particular the health and safety rules, as communicated by the Client to the Company prior to the intervention.
Obligations of the Client
- The Client shall comply with these GTCS and use the Services and Products according to the instructions of the Company.
- The Client shall perform its obligations in compliance with this Agreement and in good faith.
- The Client shall collaborate closely with the Company and to provide the Company with any information, documentation, services, and any means necessary for the performance of the Agreement and in order for the Company to fulfil its obligations.
- With respect to Domain Names, the Client undertakes to respect the obligations as laid down in the ICANN regulations, which can be consulted at the following link: https://www.icann.org/resources/pages/benefits-2017- 10-27-fr.
- If, for any reason, the Company considers that the Client does not comply with these GTCS and/or the special conditions, the Company may at any time, and in its sole discretion, remove its access to the Services and/or refuse a Product Order and take any measures including any civil and criminal proceedings against him.
- The Client may order one or more Products and/or Services from the Company, as listed in the Order Form. After signing the Order Form, the Company shall send the Client by email or by post the confirmation of his Order request.
- After acceptance of these GTCS and validation of the Order, the Agreement is validly concluded between the Parties and binds them irrevocably.
- The Company advises the Client to keep the information contained in the Order confirmation, in paper base or computer support.
- Orders placed by the Client are therefore firm and irrevocable and are governed by these GTCS.
- Any fraudulent Order or presumed as such, shall be considered by the Company as null and void.
- The Company has the right to cancel or refuse any Order coming from a Client with whom there is a dispute over the payment of a previous Order.
- The price conditions of the Company are provided on simple request of the Client and form an integral part of these GTCS.
- Prices are indicative and subject to change. Concerning the Products, the invoiced price is the one in force at the time of the delivery, this one intervening according to the availabilities of the moment, whatever may be the engagements taken.
- Prices for Services and Products are provided in euros and exclude all taxes and VAT, Client being responsible for the payment of the said taxes.
- The various discounts and rebates are granted according to the quantities of Products and Services purchased.
- The Company’s invoices are due thirty (30) days as of their date, by cheque or by bank transfer.
- The Client shall not, under any circumstances, make any deduction between the sums due by the Company and the sums owed to the Company, unless the latter expressly agrees to do so.
- In the case of a payment by cheque, the Client must send it by mail to the Company, along with the Order summary and the Order reference on the back of the cheque. The Products and Services shall only be provided after receipt of the said cheque by the Company.
- The Company has the right to suspend or cancel any execution of an Order, regardless of its nature and level of performance, in case of a non-payment or partial payment of any sum due by the Client to the Company.
- If applicable, in case of a non-payment of an invoice on its due date, interest at the legal rate in force plus four (4) points shall automatically be applied by the Company until full payment, and without prior notification.
- In accordance with Articles L.441-6 of the French Commercial Code and D.441-5 of the French Commercial Code, any delay in payment entails, in addition to penalties for late payment, an obligation for the Client to pay a lump sum indemnity of forty (40) euros for collection costs. When the recovery costs incurred exceed the amount of this lump sum indemnity, the Company may request additional compensation, upon justification.`
Services related to LOLA and ALISSIA software
- The Company offers Services related to LOLA and ALISSIA software:
– the LOLA and ALISSIA software license;
– training for users of LOLA and ALISSIA software;
– project management assistance for LOLA and ALISSIA software;
– the LOLA and ALISSIA software user support;
– the LOLA and ALISSIA software on-site support and parameter service;
– the legislative update setting concerning LOLA and ALISSIA software.
User Training for LOLA and ALISSIA Software
- Trainings cannot be supported by the Collective Agreed Collective Organisations (OPCA).
- Regarding invoicing, the prices are indicated in the Order Form. Three formulas are proposed: two hours, half a day or one day.
- The trainings being nominative, the Client must indicate in the Order Form or by email to the following address firstname.lastname@example.org , 30 days before the start of the training the name of the participants on his behalf.
- Payment: notwithstanding article 4, the payment of the price of the Training Service must be made at the end of the training, upon receipt of invoice, cash, without discount to the order of the Company. In the case of long-term training, intermediate invoices will be issued by the Company every month.
- In the event of a withdrawal by one of the participants registered by the Client and notified to the Company at least seven (7) days before the start of the training, the Company will propose to the Client:
– register the Client’s blocked participant at a later date in accordance with the Company’s schedule and training catalog available at the request of the Client;
– or to replace the participant initially registered by the Client by another participant of the Customer having the same profile and the same training needs.
Cancellation, absence or interruption of a training
- Any training started is due in full in accordance with the Order Form signed by the Client and will be billed to the Client by the Company.
- In case of absence, interruption or cancellation, the Company will distinguish in the invoice issued the price corresponding to the training days actually taken and the amounts due for absences or interruption of training.
- In the event of cancellation of the training by the Client, the Company has the right to charge the Client a cancellation fee calculated as follows:
– If the cancellation occurs more than fifteen (15) working days before the start date of the training, the Company will not charge any cancellation fees;
– If the cancellation occurs between fifteen (15) days and seven (7) working days before the start date of the training, the cancellation fee will be fifty percent (50%) of the H.T. price of the training;
– If the cancellation occurs less than seven (7) working days before the start date of the training, the cancellation fee will be equal to one hundred percent (100%) of the price H.T. of the training.
OPENING HOURS AND RECEPTION
- Unless otherwise indicated on the training presentation sheet and in the invitation sent by email / mail from the Company to the Customer, the daily training duration is fix at eight hours.
- Unless otherwise specified in the above-mentioned notice, trainings in Paris take place from 08:30 to 12:30 and from 14:00 to 18:00 including a break in the middle of each half-day.
- Trainings in Paris take place at the Company’s registered office at 3 rue Moncey, 75009 Paris. The places, addresses and train times outside Paris are indicated on the invitation.
- The number of participants in each course is limited and determined according to the objectives and teaching methods set by the Company.
- Customer registrations are take into account in their order of arrival. The issuance of a quote by the Company does not constitute registration. Only quotes in duplicate duly completed, dated, stamped, signed and bearing the mention “Good for agreement” and returned to the Company by any means (postal mail, email, fax) are worth the Customer’s registration for the training.
- If, between the issue of the quote and its return by the Customer, the training workforce is reached, the Company will offer the Customer a new training session or its inclusion on a waiting list.
- If understaffed, the Company reserves the right to postpone a training and offer the Client a later date. In this case, the Company will notify the Customer by email / mail seven (7) days before the scheduled training date, the latest.
- In the absence of a speaker, the Company reserves the right to postpone the training and offer the Client a later training date.
- The Company is allowed to use the corporate name / brand of the Customer who has undergone training in the course of its activities for the purposes of commercial promotion.
ASSISTANCE WITH PROJECT MANAGEMENT
- The Company offers to support the Client in their projects of development and implementation of software.
- Prices of the Services are mentioned on the Order Form, per man-day.
Maintenance, remote or on-site support and configuration of legislative updates of LOLA and ALISSIA software
- The Company provides the Client with remote or on-site maintenance and support services for LOLA and ALISSIA software.
- These Remote Assistance Services are carried out by telephone or email as stipulated in the Order Form. The rates for the Services are stipulated in the Order Form.
- Legislative Update Settings Services are included in LOLA and ALISSIA Software Maintenance Services; it being specified that only the Client is responsible for the content of the updates requested from the Company. The Company only performing the configuration of the updates requested by the Client.
Sale of materials
- The Company will use its best efforts to deliver the Products ordered on the date confirmed in the Order Form. The delivery dates mentioned on the acknowledgment of receipt of the Order are nonetheless only indicative. Unless specifically agreed upon in advance and recalled in writing in each Purchase Order, the delivery date is not an essential element of the Agreement. The Company cannot be held responsible for the consequences of delays or failures in deliveries, for any reason.
- The Company has the right to split its deliveries. Partial delivery will not relieve the Client of its obligation to pay the price of what remains to be delivered. The Client is required to check the apparent condition of the Products as well as the presence of instructions for use and other documents that must accompany them.
- In case of damage due to transport, the Client is required to accurately mention its reservations on the delivery note, and notify the carrier within two (2) days of delivery. Any defect or non-conformity must be reported in writing within eight (8) days of delivery to the Company by registered letter with acknowledgment of receipt. Otherwise, it will be unenforceable against the Company.
- The Company cannot be sought or worried about a claim whose origin would be a mishandling or improper storage of the Products due to the Client.
RESERVATION OF PROPERTY
THE PRODUCTS REMAIN THE ENTIRE PROPERTY OF THE COMPANY UP TO COMPLETE PAYMENT OF THE PRICE INVOICED. THE CLIENT MUST IMMEDIATELY INFORM THE COMPANY OF ANY PRETENSIONS ISSUED BY THIRD PARTIES ON THE PRODUCTS, ESPECIALLY CLAIMS OR SEIZURES.
- The Client expressly undertakes to notify all sub-purchasers or assignees of all the contractual terms of sale, including the retention of title clause above and the consequent prohibition to release the price in the form of other hands than the Company.
- The Company reserves the right to use this clause eight (8) days after sending by registered letter with acknowledgment of receipt a formal notice to pay remained ineffective. The action in claim will concern either the Products not yet fully paid, or, in the event of resale or dispossession of the Products, the price claim or the part of the price of the Products that has not been paid.
- The Client is solely responsible for the use they make of the Products.
- The Company will only be bound by the legal warranties applicable to the Products, to the exclusion of all other warranties.
- ICANN (Internet Corporation for Assigned Names and Numbers): refers to the international body regulating the conditions of attribution and management of Domain Names.
- Domain name: means an Internet address consisting of a prefix (eg WWW) and consisting of a character string and an extension (ex: .FR, .COM; .paris; .org; .net).
- Registry: means a registry operator that has authorised the Company to register Domain Names.
- WHOIS: refers to the Search Service to access information about a holder of a Domain Name, information provided by the holder.
- When a quotation is stipulated by the Company, it constitutes Special Conditions that can modify or complete the Terms and Conditions of Domain Name’s Services.
- No Customer order is deemed to have been accepted by the Company until the Seller acknowledges safe receipt by email, fax or mail. It is this acceptance that constitutes the Special Conditions
- The registration of Domain Names under certain extensions may be subject to special conditions that may derogate from these GTCS due to the application of specific rules as defined by the Registry in charge of the extension. These particular conditions are accessible on the plug of the extension in question and are transmitted to the Client at the same time as these GTCS.
- Any order received from the Client constitutes his acceptance, unreservedly, to legal and administrative rules or technical naming rules applicable to Domain Names covered by the concerned Top Level Domain (TLD), as well as specific disputes resolution rules concerning any conflicts that may arise between the holder of a domain name and a third party. These provisions constitute the Additional Special Conditions, a non-exhaustive list of provisions are announced in section 10.12 below (Article 10.12 – Particular Provisions), and can also be found in the RESOURCES section in the Seller’s website.
In the event of a claim, the Customer may contact the Domain Name Service by email at email@example.com. Ordipat agrees to acknowledge receipt within a maximum of 48 hours on business days, apart from weekends and public holidays in France. Ordipat shall process any claim as quickly as possible, without exceeding a period of 10 days.
- The Client agrees to comply with non-contentious resolution procedures (in particular concerning the transfer, suspension and cancellation of a Domain Name) issued by the Registry in charge of the extension, which may relate in a non-limiting way, in particular the ICANN, SYRELI, ADR and UDRP procedures, it being specified that the said procedures are applicable without prejudice to the other legal remedies applicable to the case.
- The Client has the opportunity to ask the Company for a search concerning the availability of Domain Names.
- Each Registry lists the information that must be provided for the reservation of a Domain Name (last name, first name, mailing address, email address). The Client declares that the information provided to the Company for the registration of a Domain Name is true and accurate.
- The Client may request his information not to be accessible to all. As such, the Company proposes the non-disclosure in the WHOIS information provided by the Client for an amount of 9.99 euros per year per domain name. This amount may vary depending on the registries.
- The Domain Name registration process begins two business days after payment by the Client.
Use of the Domain Name:
– The Client’s domain name is managed via the Client area of the site or by contact via email, the information concerning the configuration procedures and the expiry date are available via the website www.ordipat.fr.
– The renewal of the Domain Name must be carried out before its expiration, the Company will inform the Client by any means. The renewal instructions of the Client will be taken into account by the Company only after payment of the total price by the Client.
– At the expiration of the Domain Name or after the grace period, the renewal of the Domain Name is subject to payment of fees in accordance with the rules enacted by the Registry administering the extension of the Domain Name. The amounts of the fees are accessible on request to the Company.
– At the end of a period of two (2) months after the expiration of the Domain Name and / or the grace period, any renewal of the Domain Name will be impossible. Being up to the Customer to register again, the Company will proceed to the registration, and the Client shall pay the corresponding fees.
– After the expiry of the Domain Name and / or the grace period, the non-renewed Domain Name will be available for registration by any third party. The Company is not responsible for the failure to renew the Domain Name for which only the Client is responsible.
– The Client may at any time after reservation of the Domain Name request the transfer to another company authorised to operate the registration of Domain Names. The transfer procedures are available on request.
– The transfer is subject to the fulfilment of the contractual obligations by the Client.
– Unless otherwise provided by the Registry, the transfer of a Domain Name cannot take place within sixty (60) days after the registration, transfer or modification of the Client’s personal information.
Responsibility for registering a Domain Name:
– In accordance with article L.45-1 of the Post and Communications Code stipulating that “The registration of domain names is done on the basis of the declarations made by the applicant and under his responsibility”, the Client is solely responsible for the information transmitted concerning a Domain Name. Likewise, the Client acknowledges that he has received a mandate from any natural and / or legal person from whom he communicates the information concerning the reservation, registration and renewal of a Domain Name.
– In accordance with Article L.45-2 of the Post and Communications Code, the registration or renewal of Domain Names may be refused or the Domain Name deleted when it is likely to infringe public order or morality or rights guaranteed by the Constitution or by law ; or likely to infringe intellectual property rights or personality, unless the applicant demonstrates a legitimate interest and acts in good faith; or identical or similar to that of the French Republic, a local authority or group of local authorities or a national or local public institution or service, unless the applicant has a legitimate interest and is acting in good faith. As such, the Client will fully assume all the consequences of the communication of incorrect information, inaccurate or for which he has not received a mandate.
– The Client guarantees to hold all the necessary property rights allowing Ordipat to perform the service peacefully. If the Client acts on behalf of third parties, the Client guarantees that the third party holds all the property rights allowing Ordipat to peacefully perform the service. In addition, the Client will indemnify Ordipat for any prejudice and costs incurred as a result of any claim made against Ordipat by any third party in relation to the violation of the property rights or the personality of said third party resulting from the execution of the Service by Ordipat.
– The Client is solely responsible for any infringement of the rights of third parties, including intellectual property rights and personality rights, that may arise from the performance of the service by Ordipat. In case of complaint, pre-litigation or litigation concerning a Domain Name created or maintained by Ordipat, the Client will be solely responsible for the settlement of this dispute. In no way, Ordipat will have to intervene in the settlement of such a conflict which remains the sole responsibility of the Client.
– A Domain Name may appear available when viewing the Whois service, when in fact it is already booked or in the process of booking. The Client cannot engage the responsibility of the Company.
– The Company, at the request of a judicial authority, may have to cancel and / or delete a Domain Name, without this allowing the granting of a refund to the Client.
- ICANN Policies:
Holder’s Rights and Obligations:
The Seller shall inform the Customer of the expiration date of his domain name with a reasonable time (90 days before the expiration date, then 45 days, with a minimum of 30 (thirty) days. This deadline will allow the client to express his will in any case. In case no clear renewal instruction is received by the Seller from the Client before the expiration date, the domain name won’t be renewed, and the DNS and hosting services will be suspended. The Client will then have 45 days from the expiration date to reactivate his domain name with an additional reactivation fee (please see our price list on our website). After this grace period, the Seller won’t be able to reactivate the domain name, and it will be canceled and released for registration by third parts.
- Naming policy for registering .FR domain names:
The Seller shall inform the Customer of the expiration date of his domain name with a reasonable time (90 days before the expiration date, then 45 days, with a minimum of 30 (thirty) days. This deadline will allow the client to express his will in any case. Domain names under the extensions *.fr shall be submitted to an automatic renewal process. If the Customer doesn’t desire to renew his domain name, he shall inform the Seller (1) one month before the expiration date of the domain name, otherwise it will be automatically renewed and invoiced.
- Registration rules and conditions for registration of .UK domain names:
The Seller shall inform the Customer of the expiration date of his domain name with a reasonable time (90 days before the expiration date, then 45 days, with a minimum of 30 (thirty) days. This deadline will allow the client to express his will in any case. In case no clear renewal instruction is received by the Seller from the Client before the expiration date, the domain name won’t be renewed, and the DNS and hosting services will be suspended. The Client will then have 60 days more to reactivate his domain name with an additional reactivation fee (please see our price list on our website). After this total 90 days grace period, the domain name will be definitely removed from the register, and it will become available for registration by any third part. Regarding the .UK domain names, if the Customer does not think getting satisfaction following his complaint, he can freely contact Nominet, the registry for .uk extension here: https://www.nominet.uk/complaints/.
- Registration rules and conditions for registration of .EU domain names:
The Seller shall inform the Customer of the expiration date of his domain name with a reasonable time (90 days before the expiration date, then 45 days, with a minimum of 30 (thirty) days. This deadline will allow the client to express his will in any case. Domain names under the extensions *.eu shall be submitted to an automatic renewal process. If the Customer doesn’t desire to renew his domain name, he shall inform the Seller (1) one month before the expiration date of the domain name, otherwise it will be automatically renewed and invoiced.
- Examples of renewal prices for domain names for 1 year (in EUR excl. VAT):
- The Company offers outsourcing services for technical infrastructures, managed remotely by the Client’s own technicians.
- The Company offers storage infrastructures with the following characteristics: computer rooms equipped with a dual air conditioning system, dual fire detection system, automatic fire extinguishing and electronic monitoring, the servers being duplicated in two rooms located in two distinct places in France.
- Storage Services include:
– work in a remote environment (VPN) and secure remote VPN-SSL access;
– IT server management including maintenance, administration and virtualisation;
– the administration of networks;
– installation of the Client’s network and cabling;
– the configuration of the Client’s system and network;
– securing access to Client’s data;
– the installation of the Clients workstations;
– the installation and configuration of the Client’s network;
– Client user management and access creation for newcomers;
– Computer and Helpdesk support;
– the implementation of PRA (daily backups and antivirus programming).
- The storage will be provided to the Client two working days after receipt of the full payment.
- The Company offers different hosting packages with separate storage volume capabilities. It is up to the Client to choose the appropriate formula for his needs. An email will be sent to the Client if the storage volume is exceeded.
Suspension of the Storage Service
- The Company can refuse to host some websites and to suspend all or part of the Storage Services in the applicable legislative and regulatory conditions, in the event of a proven risk to the security of the Company’s systems, a request from a competent administrative or judicial authority, a notification from a third party within the meaning of Article 6 of the Law for Trust in the Digital Economy (“LCEN”) or a case of non-compliance with these GTCS and / or special conditions.
Client Responsibility for Storage
The Client undertakes to comply with the applicable laws and regulations and in particular with regard to content. The Client undertakes not to distribute content infringing copyright, intellectual or industrial property rights, or contrary to morality or public order. As such, the Client guarantees the Company of all actions in claiming or in liability of third parties related to the stored content. The Client undertakes to cover all costs resulting directly or indirectly from such actions.
In the event of the termination of the Agreement or its end and until the expiry of a period of two months following the termination of the Agreement or its end, the Company undertakes to return to the Client all of its information upon receipt of the payment of a price of one hundred and eighty (180) euros including tax.
Client data affected by reversibility are exclusively:
– a backup of the database;
– a backup of the data located in the FTP server.
Stored Data Property
The Client and the Company agree that the data used, processed, saved or stored by the Company on behalf of or on the initiative of the Client are and remain the property of the Client. As such, the Client grants, as and when necessary, to the Company a non-exclusive and worldwide, free and non-transferable license, allowing it to host, cache, copy, display or modify said data for the purposes of the performance of the Services, in association or on the occasion thereof. Such license will terminate upon termination of the Agreement.
DURATION AND TERMINATION
Agreement Length concerning the Services:
- Concerning all the Services provided by the Company except Storage: The initial duration of the Agreement is mentioned in the Order Form of the Client. The Services, except Storage, are not subject to tacit renewal.
- Subject to public policy provisions, each of the Parties may terminate the Agreement in case of serious misconduct subject to notifying their decision to the other Party by registered letter with acknowledgment of receipt.
- Constitutes a serious fault (i) the fact for a Party not to remedy a serious breach of the Agreement within fifteen (15) days of the letter of bet is sent by registered letter with acknowledgment of receipt, (ii) the total or partial non-payment of an invoice on its due date by the Client.
- The defaulting Party undertakes to indemnify the other Party for all proven damages suffered as a result of the termination of the Agreement by default of the defaulting Party to meet its contractual obligations.
INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights on Services
- All elements of the Services are protected by copyright, trademark law, designs and / or any other intellectual property rights. These elements are the exclusive property of the Company. All of these rights apply for the whole world.
Intellectual Property Rights on Trainings
It is to be remembered that all the cards, contents and educational materials of the trainings are protected by copyright. The Company grants the Client with a limited, non-transferable, non-exclusive use license solely for educational purposes in a professional capacity. Any representation, complete or partial reproduction, diffusion, communication, exploitation, creation of derived work, training materials of the Company without its prior written consent is forbidden.
- The name and trademark “ORDIPAT”, logos, designs, stylized letters, figurative marks, and all signs are and shall remain the exclusive property of the Company.
- No title or right in any element or software will be obtained by downloading or copying elements of the Services and / or Products. It is strictly forbidden for the Client to reproduce, publish, edit, transmit, distribute, show, remove, delete, add to the Services and/or LOLA and ALISSIA software, any more than modify or perform any work by taking them as a basis, nor sell or participate in any sale related to the Services and related software.
- The Company warrants the Client against any action, claim, advocacy or opposition from any person invoking an intellectual property right to which the sale of Services would have affected, provided that the Client informs the Company, as soon as the Client is aware of, of any request, claim or proceeding presented or committed for such a reason, by judicial or extrajudicial means.
- The Company warrants the Client against any action, complaint, claim or opposition from any person invoking an intellectual property right to which the sale of Products and / or Services would have affected, provided that the Client informs the Company as soon as they are aware of any request, claim or proceeding presented or initiated for such a reason, by judicial or extrajudicial mean.
- The Client shall provide the Company with all documents and information as well as all the assistance that may be necessary for its defence.
These conditions set out the limits of the Company’s liability, as well as the limits of the Client’s rights to compensation.
- The Company shall be held responsible for its negligence and its faults, as well as those of its attendants, if any of such negligence or misconduct is likely to cause the death or injury of any person.
- The Company’s liability for direct and foreseeable damage to the Client’s property due to a Product that is non-conforming or defective or due to negligence on the part of the Company, one of its agents, service providers or subcontractors, is limited to the amount of the Order in question. In no event shall the Company be held responsible for indirect, incidental or special damages as defined by the case law of the French courts.
- The Company shall in no circumstances be held responsible for: (i) damages due to the Client’s failure to perform its obligations; (ii) any financial or commercial damages such as, for example, loss of profits, loss of customers, loss of data, any business troubles, loss of orders, which constitute unpredictable and indirect damages and, consequently, do not open the right to compensation.
- The Company cannot be held responsible for the breach of the Agreement in case of force majeure as defined by Article 1218 of the Civil Code and the French courts, and in case of damage by a third party or attributable to a misuse or improper use by the Client of the Services, in violation of the Company’s instructions or good practice.
- For professional Clients only: on the event of any breach by the Company in the performance of its obligations (failure to perform or improper performance), the Client must notify the latter within fifteen (15) working days from the observation of the breach, by registered letter with acknowledgment of receipt. Failing this, the breach shall be considered unenforceable against the Company.
- The Client is solely responsible for the information provided to the Company. For this purpose, the Client undertakes to provide valid, adequate and up-to-date information.
- The Company has only a role of storage for the Client, as defined by the Law for Confidence in the Digital Economy dated June 21, 2004 and can not be held responsible for the Client’s stored contents. In case of notification of a third party considering that content is obviously illegal and likely to harm its interests, the Company may delete this content without liability to the Client.
- Likewise, the Client makes their personal deal and is solely responsible for the laws and regulations applicable to the content stored by the Company and the protection of personal data.
- Finally, the Client is solely responsible in relations with their own clients.
HIDDEN WORK CONCERNING BENEFITS GREATER THAN ARTICLE R8222-1 THRESHOLD
- The Company declares to be registered with the RCS, as well as with the URSSAF and that its registrations expressly cover all its activities for the execution of these GTCS.
- In compliance with Articles L. 8221-1 et seq. of the Labor Code and in accordance with Article D. 8222-5 of the same Code, at the Client’s request, the Company will provide the Client with the following documents:
– An extract Kbis attesting the registration in the register of commerce and companies;
– A certificate of social declarations issued by the social protection body responsible for collecting contributions and social security contributions less than six months old;
– A certificate on the honour of filing with the tax authorities, on the date of the attestation, all the mandatory tax declarations;
– A certificate on honour established by the Company, certifying that the work is carried out by employees regularly employed with regard to articles D.8222-5, D.8222-7 and D.8222-8 of the Labour Code.
- Each of the Parties undertakes to maintain in force throughout the duration of the Agreement, with an insurance company known creditworthy, an insurance policy guaranteeing damage to its property and personnel, and a policy covering its professional liability, so as to cover the pecuniary consequences of the bodily, material and immaterial damage that it would have to answer, caused by any event and that would be caused by its collaborators and / or possible partner companies during the execution of the Agreement.
- Definition. “Confidential Information” includes all information defined as such in this Section and disclosed by either Party before or after the effective date of the Agreement and generally not publicly known in any form or support whatsoever.
- Each of the Parties undertakes, both on its own behalf and on behalf of its employees, to preserve Confidential Information.
- Confidential Information. All technical, operational, scientific, financial, commercial, legal, know-how, intellectual property rights and industrial property rights related directly or indirectly to the Services and/or Products are indicated as confidential or, if not written (by example, disclosed orally) must be declared confidential at the time of disclosure.
- Exceptions. Notwithstanding the above, the obligations of the Parties shall not apply to any material or information that: (i) is or becomes part of the public domain apart from any act or omission on the part of the receiving Party; (ii) is independently developed by the receiving Party without using the Confidential Information of the disclosing Party; (iii) is properly obtained from a third party without any obligation of confidentiality; Or (iv) is already known to the receiving Party without any obligation of confidentiality before obtaining confidential information from the disclosing Party. In addition, none of the Parties may be held responsible for the disclosure of Confidential Information if it is made in response to a valid court order or an authorised government agency, provided the notice is given promptly to the disclosing Party by the receiving Party so that the first one may request a protection order.
- Damage. Each of the Parties acknowledges that any unauthorised disclosure or use of the Confidential Information would cause imminent irreparable harm to the other Party and that such Party shall be entitled, in addition to any other remedy available in law or equity, to a temporary, preliminary and permanent injunction.
- Duration of non-disclosure. Confidential Information shall remain subject to the obligation of confidentiality for three (3) years after the termination of this Agreement.
- Restitution. At the end of this Agreement, Confidential Information shall be returned.
APPLICABLE LAW AND TERRITORIALLY COMPETENT JURISDICTION
- These GTCS are governed by and interpreted according to French law, without regard to the conflict of laws principles.
- The Courts within the jurisdiction of the Paris Court of Appeal shall have the sole jurisdiction in any dispute relative to the interpretation or the execution of these GTCS, notwithstanding plurality of defendants, additional claims, interlocutory proceedings or warranty claims, unless the Company prefers to seize any other competent jurisdiction.
If a particular provision of these GTCS proves to be void or its application to any person or circumstances is deemed to be void, the validity of the other provisions shall not be affected. To this end, the provisions of these GTCS are declared autonomous.
Any notification must be made in writing (notably by email), sent by registered letter with acknowledgment of receipt, or made by extrajudicial act to the address indicated in the Order.
- Language of the Agreement
The Agreement is written in French. A foreign language translation may be provided for information purposes. In case of contradiction, only the French version is authentic between the Parties.
The Company may decide to assign or transfer the rights or obligations conferred on it by these GTCS, provided that the Client benefits from the same obligations as the Company and under the same conditions.
The Parties undertake that all written documents, including electronic writing, exchanged between them and all data, including technical, are authentic and valid proof of the content of their trade and their commitments.
PROTECTION OF PERSONAL DATA
- In order to allow the Clients to benefit from the services or the products (hereinafter referred to as the “Products” and the “Services”), the Company, acting as data controller, shall collect the following personal data relating to the Clients :
– First and last name ;
– Company’s name :
– Function ;
– E-mail adress ;
– Address of the Company’s head office ;
– Additional addresses (billing if applicable); (optional)
– Birth date ; (optional)
– Mobile and phone number ; (optional)
- If the Client does not wish to communicate its personal data, the Client is informed that the Company will not be able to execute its missions as provided in the order.
- Clients’ personal data is applied by the Company for the following purposes:
- Clients’ personal data is retained during the time necessary to achieve the purpose for which the Company holds these data, in order to meet the needs of the Clients or to fulfil its legal obligations.
- To establish the retention period for personal data, the Company applies the following criteria:
– Concerning the Products or Services, personal data is kept for the duration of the Agreement and three years after the collection or the last contact with the Client, for purposes of commercial prospection;
– If the Customer participates in a promotional offer, personal data is kept for the duration of the concerned promotional offer;
– If the Customer makes a request to the Company, the personal data will be kept for the time necessary to process the request;
– The Company may retain certain data in order to fulfil its legal or regulatory archiving obligations, in order to enable it to exercise its rights and / or for statistical or historical purposes.
- At the end of the periods mentioned above, personal data shall be erased or the Company shall proceed with their anonymisation.
- Clients’ personal data is processed by the Company and by the service providers who support its activity, acting as a data processor.
- The Company can also communicate personal data in order to cooperate with administrative and judicial authorities. (This article notably includes requests related to LCEN notifications)
- The Client is informed that, in the context of the legal obligations of the Company, his personal data is transmitted to the WHOIS database. The Client may not oppose the transmission but may request the Company not to have its data publicly available on the WHOIS database.
- The Company undertakes to secure Clients’ personal data in an appropriate manner. The Company undertakes to adopt all necessary precautions in order to preserve the security and confidentiality of data and in particular to prevent it from being distorted, damaged or communicated to unauthorised persons.
- The Company is using its own services to store Client’s personal data. The Company’s servers are located in France.
- The Company, as a storer, and pursuant to Decree No. 2011-219 of February 25, 2011 on the conservation and the communication of the data identifying any person having contributed to the creation of contents put on line, has the obligation to keep the Client’s personal data for a period of one year from the day of the creation of the contents, for each operation contributing to the creation of content:
– ID of the connection at the origin of the communication;
– ID assigned by the information system to the content, object of the operation;
– The types of protocols used for connection to the service and for the transfer of contents;
– The nature of the operation;
– The date and time of the operation;
– ID used by the author of the transaction when he provided it.
- In case of termination of the Agreement or closure of the account, the storer must also keep the information provided when subscribing the Agreement by the Client or when creating an account, for a duration of one year, such period commencing upon the date of termination of the Agreement or closure of the account. Those informations are, namely:
– ID obtained at the creation of the account ;
– Surname and forename or company name;
– Postal details;
– Email addresses or associated accounts;
– Phone numbers;
– Password and data to verify or modify it, in their latest updated version.
- When the subscription to the Agreement (order) or the account is chargeable, the storer must keep the payment informations for each invoice or transaction, for a period of one year, such period commencing from the date of issue of the invoice or payment transaction. Those informations are, namely:
– Type of payment used;
– Reference of the payment;
– Amount paid;
– Date and time of the transaction.
OBLIGATIONS OF THE CLIENTS
- Customers acknowledge that the personal data disclosed by them is valid, up-to-date and adequate.
- Customers undertake not to infringe the privacy and protection of personal data of any third party and thus not to communicate to the Company the data of third parties without their consent.
RIGHTS OF THE CLIENTS
- The Clients dispose of a right of access, rectification, erasure, portability of their personal data, limitation of treatment and a right to object to the processing of their data by the Company, by contacting the Company directly at the following email address: firstname.lastname@example.org
- Customers can at any time, withdraw their consent to the processing of their personal data by the Company as well as by the subcontractors by contacting the Company at the following email address: email@example.com.
- It being specified that concerning Domain Names, requests for the deletion of certain Client’s personal data may result in the termination of the GTCS since some personal data are required by the registers and databases managing the Domain Names.
- If applicable, pursuant to Article 40-1 of the Data Protection Act as amended, the Company shall respect the instructions given by any Client relating to the storage, erasure and communication of its personal data after its death. In the absence of such instructions, the Company shall grant claims of the heirs as said in Article 40-1, III of the Data Protection Act.
- In the event of a complaint, the Clients may contact the CNIL, which is the competent authority for the protection of personal data, whose contact details are : 3 Place de Fontenoy, 75007 Paris, telephone: +33 (0) 1 53 73 22 22.
- For any question regarding the processing of its personal data, the Client may contact the Company by email at the following address: firstname.lastname@example.org or by phone at the following number: +33 (0) 1 72 74 00 00
- The Company has a Data Protection Officer whose contact details are : NEEL-MELO, Paula, email at the following address: email@example.com, or by phone at the following number: +33 (0) 1 72 74 00 00
SPECIAL DISPOSITIONS FOR STORAGE SERVICES
The User of the Company’s Storage Services (hereinafter the “Client”) and the Company (hereinafter referred to collectively as the “Parties” and individually as the “Party”) undertake to comply with regulations applicable to the processing of personal data and, in particular, the Data Protection Act of 6 January 1978 as amended and the Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 applicable from 25 May 2018 (hereinafter “the GDPR”).
– Treat the Client’s personal data solely for the purpose (s) of the storage agreement;
– If the Company considers that an instruction constitutes a violation of the GDPR or any other provision of Union law or data protection law of the Member States, it shall immediately inform the Client thereof, without this being able to be qualified as legal counsel. In addition, if the Company is required to transfer personal data to a third country or to an international organisation, under Union law or the law of the Member State to which it is subject, it must inform the Client of this legal obligation prior to processing, unless the right concerned prohibits such information for reasons of public interest;
– Ensure that the persons authorised to process personal data under the Storage agreement: undertake to respect confidentiality or be subject to an appropriate legal obligation of confidentiality; receive the necessary training in the protection of personal data; take into account, with regard to its tools, products, applications or services, the principles of personal data protection from the design stage and the protection of data by default.
– If the Company wishes to use another subcontractor (hereinafter referred to as “the subsequent subcontractor”) to carry out specific processing activities, it will have to inform the Client in advance and in writing of any proposed changes regarding the addition or the replacement of other subcontractors. This information must clearly indicate the outsourced processing activities, the subcontractor’s identity and contact information, and the dates of the subcontract. The Client has a minimum period of fifteen (15 days) from the date of receipt of this information to present his objections. This subcontracting can only be done if the Client has not objected during the agreed period. The subsequent subcontractor is obliged to respect the obligations of the Storage agreement for the account and according to the instructions of the Client. It is the responsibility of the Company to ensure that the subsequent subcontractor provides the same sufficient guarantees as to the implementation of appropriate technical and organisational measures to ensure that the treatment meets the requirements of the GDPR. If the subsequent subcontractor fails to fulfil its data protection obligations, the Company remains fully liable to the Client for the performance by the other subcontractor of its obligations;
– Assist the Client, taking into account the nature of the processing, by putting in place the appropriate technical and organisational measures, as far as possible, to fulfil their obligation to respond to requests from those concerned to exercise their rights under Chapter III of the GDPR. In particular, to the extent possible, the Company will assist the Client in fulfilling its obligation to respond to requests for the exercise of the rights of data subjects: rights of access, rectification, cancellation and opposition, right to limitation of processing, right to portability of data, right not to be the subject of an automated individual decision (including profiling);
– When the data subjects apply to the Company for the exercise of their rights, the Company must send these requests as soon as it is received by e-mail to the person designated by the Client;
– Notify the Client of any breach of personal data within a maximum of twenty-four (24) hours after learning about it, by email and telephone. This notification is accompanied by any useful documentation to enable the Client, if necessary, to notify this violation to the CNIL; (The Client has 72 hours to notify the CNIL)
– Assist the Client with impact assessments related to data protection if necessary;
– If necessary, help the Client to carry out the prior consultation of the supervisory authority;
– Implement the following security measures such as: pseudonymisation, encryption of personal data and means to ensure the confidentiality, integrity, availability and resilience of treatment systems and services;
– At the end of the Agreement or in the event of termination of the Agreement and at the Client’s option, delete all personal data or return it to the Client, and destroy the existing copies, unless Union law or the Member State does not require the retention of personal data;
– Communicate to the Client the name and contact details of his Data Protection Officer, if he has designated one in accordance with Article 37 of the GDPR;
– Declare to keep in writing a register of all categories of processing activities performed on behalf of the Client including: the name and contact details of the Client on whose behalf he is acting, any subcontractors and, where applicable, the Data Protection Officer; the categories of treatments performed on behalf of the Client;
– Where appropriate, transfers of personal data to a third country or to an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in Article 49, paragraph 1, second paragraph of the GDPR, documents proving the existence of appropriate guarantees shall be made available to the Client, including all the information necessary to demonstrate compliance with the obligations laid down in this Article and to enable audits to be carried out, including inspections, by the Client or another auditor he has mandated, and contribute to such audits;
– The Client agrees to:
- provide the Company with the following informations : the nature of the transactions carried out on the personal data, the purpose (s) of the processing, the personal data processed, the categories of persons concerned;
- document in writing any instructions concerning the processing of the Company’s personal data;
- ensure, in advance and throughout the duration of the processing, compliance with the obligations provided by the GDPR by the Company;
- supervise the processing of personal data, including carrying out audits and inspections with the Company.