Terms of Service
Rippletide SAS, with a share capital of €10,000 (hereinafter referred to as the "Provider"), registered in the Trade and Companies Register under the SIREN number 984 098 582, offers a SaaS solution to improve sales performance, as well as tracking and management tools for sales managers. The services may be extended (the "Services").These general conditions govern the subscription to all or part of the Services offered by the Provider as well as their use, to the exclusion of all other provisions.Any subscription to one or more Services offered by the Provider requires acceptance by the company (hereinafter referred to as the "Client") identified in the order form (hereinafter the "Order") of these conditions. If the Client does not agree with all or part of these conditions, they must not use the Services.The natural person identified in the Order (the "Contracting Party") accepts these conditions on behalf of the Client. The Contracting Party declares and warrants that they have the right and power to legally bind the Client.The Services are exclusively intended for professional use. Any non-professional use of the Services is prohibited.DEFINITIONS
In the Contract, terms and expressions identified by a capital letter have the meaning indicated below, whether used in the singular or plural, except where it is clearly apparent from the context or a specific provision that this meaning is not applicable to the provision in question.
"Personal Data Protection Agreement": means the agreement between the Provider and the Client defining the conditions under which the Provider processes personal data on behalf of the Client in the context of the Services."Order": refers to the document identifying the Client as well as the Service(s) and subscription packages subscribed to by the Client."Content": means information coming from Participants, namely in particular data communicated by Participants in the context of Exchanges as well as context information."Contract": refers to the contractual set composed of the Order and these general conditions."Exchanges": refers to the exchanges that take place between Participants in the context of commercial appointments, in calls or video conferences."Participants": refers to the natural persons who participate in a video conference."Party(ies)": refers individually to the Client or the Provider and collectively to the Client and the Provider."Provider": refers to the company Rippletide, a simplified joint-stock company, registered at the RCS of Paris under the number 984 098 582, whose registered office is located at 50 rue Saint Placide, 75006 Paris."Personal Data Regulations": refers to all legislative and regulatory provisions in force relating to the protection of personal data and in particular the provisions of the European regulation 2016/679 of 27 April 2016 on data protection as well as law n° 78-17 of 6 January 1978 relating to Data Processing, Files and Liberties as amended."Services": refers to the service(s) to which the Client has subscribed, as identified in the Order, including all means used to provide these services. The Services are more specifically described within the change log www.rippletide.com/product-changelog"User": refers to the natural person authorised by the Client to use the Services, under the control and responsibility of the Client. The User may or may not be a Participant."Video": refers to any exchange in video conference, on all platforms available within the service.
COMMENCEMENT - DURATION
The Contract is concluded for the duration mentioned in the Order.
If the Contract is concluded "without commitment", each of the Parties may terminate it at any time subject to notifying the termination by email (sales@rippletide.com) respecting a notice period of one (1) month.
If the Contract is concluded for a fixed term, it is renewed by tacit renewal for periods identical to the initial period, unless notification of non-renewal is sent by email (sales@rippletide.com) by one of the Parties to the other Party at least 3 (three) months before the expiry date concerned.
IMPLEMENTATION AND OPERATION OF THE SERVICESTechnical prerequisites
The Client acknowledges having been informed by the Provider of all the prerequisites necessary for the use of the Services, as recalled below.
The Client is also informed that these prerequisites are likely to evolve, particularly for technical reasons. The Client will be informed of the evolution of these prerequisites by any means deemed appropriate by the Provider.
Access to the Service requires that the Client benefit from an access account, the client can modify its settings within the Service.Client's obligations towards Participants
The Client is informed that it is their responsibility, before allowing the Bot to participate in the Video and therefore to record the Exchanges, to obtain the authorisation of all the Participants before the recording starts. The responsibility for collecting these authorisations lies with the Client, even if they use the technical means and facilities provided by the Provider for this purpose. By remaining in a Video, participants agree to be recorded.
Furthermore, in accordance with the Personal Data Regulations, the Client has the obligation to provide the Participants with all the information regarding the processing of their personal data that will be carried out in the context of the Services due to and following the participation of the Bot in the Video.
WARNINGS - SECURITY - AVAILABILITY
The Provider undertakes to implement all necessary means for the operation of the Services.
The Client is informed that the occurrence of technical incidents may disrupt the operation of the Services. The Client is warned that the Provider cannot guarantee permanent access to the Services.
The Provider implements physical and logical security measures in accordance with the state of the art.
The Client declares these measures appropriate in view of the nature of the use he intends to make of the Services as well as the nature of the data concerned and acknowledges that the Provider cannot be held responsible for damages that could be caused following an unauthorised intrusion.
Furthermore, the Client declares, even if this is not part of the scope of the Services, to be well aware of the characteristics and limits of the Internet and declares in particular to be aware that data circulating on the Internet is not protected against possible diversions.
The Client is informed that the Provider may at any time interrupt the Services in case of a security risk.
CLIENT'S OBLIGATIONSGeneral obligations
The Client undertakes to comply with the obligations incumbent upon them under the Contract.
The Client undertakes in particular to:
- Ensure the adequacy of the Services to their needs;- Respect the prerequisites defined in the Contract;- Obtain the authorisation of Participants and inform them in accordance with the Personal Data Regulations;- Use the Services strictly in accordance with the use of these provided herein;- Pay the Provider the agreed prices under the conditions and deadlines provided for in the Contract.
The Client is solely responsible for the use they make of the Services.
Exchanges take place under the sole responsibility of the Participants and the Client. The Provider assumes no responsibility or control in this regard.
The Client vouches for the acceptance and compliance by the Users with the terms of the Contract.
The Services do not constitute in any way an archiving service, nor include any backup obligation. The existence of a backup device adapted to the data to be saved, its use, the regular verification of the correct execution of restorations are the responsibility of the Client.
Account Creation
Users must, to access the Services, create an account composed of a username (email address by default) and a password.
The username and password are personal and must be kept strictly confidential by the Users. Any access to the Services through this username/password pair will be deemed to have been made on behalf of the Client under the Client's responsibility.
Users are responsible for maintaining the confidentiality of their username and password. They are required to implement the precautionary and security measures necessary for their protection.
Users must immediately take all appropriate measures in case of disclosure of their password and/or any fraudulent use of it. They must in particular immediately change their password.
The Client is responsible for communicating to the Users the conditions of access and use of the Services. The management of access rights, and in particular the allocation of usernames and the management of passwords, as well as their use by the Users, is and remains under the full responsibility of the Client, even if the Client delegates their implementation to the Provider.
EVOLUTIONS
The Provider may modify and evolve the Services at its discretion, particularly to improve their functioning. The Services being in successive development phases, changes in functionality and presentation may be made without notice.
In the event of the implementation of modifications or evolutions that substantially modify the Services negatively for the Client, the Provider will endeavour to inform the Client.
The Client is informed that the Services are standard for all clients of the Provider. As such, the Client is informed that the Provider cannot adapt the Services nor add new functionalities at the request of the Client.
Any request for evolution made by the Client, if it can be generalised to all clients of the Provider, may be taken into account, at the discretion of the Provider, and added to the technical development roadmap without commitment to successful completion or on timeframes. Any new functionality developed may be included in the services already offered by the Provider or be subject to an additional charge, the Client having the choice to subscribe or not, under the same conditions as all the clients of the Provider.
The Provider may modify these general conditions, at its discretion. The modified general conditions will apply from the date of renewal of the Contract. For contracts concluded for an indefinite period, the Provider reserves the right to communicate new general conditions to the Client during the execution of the Contract. It is up to the Client who would not agree with the new version of the general conditions to terminate the Contract.
ILLEGAL USE
The Client undertakes to use the Services in compliance with the Contract, the applicable regulations, and the rights of third parties.
The Client undertakes in particular not to:- Create a user account with a fictitious identity, not to falsify their own identity;- Harm others through the use of the Services, and notably not to impersonate a third party and more generally not to use a third party's data;- Not use the contact details obtained via the Services to disseminate computer viruses or similar entities;- Not disrupt, interrupt or attempt to disrupt or interrupt the Services;- Not license, sublicense, sell, resell, rent, transfer, distribute the Services, documentation, developments or any other possible deliverable, and not make access available to third parties;- Not make screen captures or communicate the functionalities and operation of the Services to transmit them to a third party that may be a competitor;- Not develop a solution competing with the Services;- Not disassemble, decompile or reverse engineer the Services;- Not use the Services to provide a service to a third party;- Not harm or attempt to harm the services provided by one or more of the Company’s partners, including the host, which includes, without limitation, exposing the Services to a virus, creating a saturation, flooding the server, or saturating the email system;- Not attempt to access or access data not intended for the Client and/or attempt to access or access any part of the data to which the Client is not authorised to have access;- Not disable, hack, or interfere with any security measure, electronic signature mechanisms, digital rights management, verification, or authentication measures related to the Services;- Not probe, scan, or test the vulnerability of a system or network, or breach security or authentication measures of the Services or attempt to gain unauthorised access to networks and systems connected to the Services;- Not download, display, send by email, or transmit by any other means any element containing software viruses or other computer codes, files, or programs designed to or aiming to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunication equipment.
In the event of non-compliance with any of the aforementioned obligations, the Provider reserves the right to suspend or definitively terminate, as of right and with immediate effect, access to the Services, without prejudice to possible recourse that the Provider could exercise against the Client.
The Client guarantees the Provider in the event of a conviction pronounced against it resulting, directly or indirectly, from the use of the Services by the Client or by the Users. The Client guarantees in particular the Provider in the event of action directed against the Provider by Participants.
The Client agrees to reimburse the Provider the full amount that the latter could have been required to pay in such a situation, whether following the pronouncement of a judicial decision or as part of a settlement.
OBLIGATIONS OF THE PROVIDER
The Provider fulfills its obligations under a duty of means. It is committed to implementing all reasonable means to ensure continuous access to the Services, without prejudice to the specifics mentioned above.
The Provider ensures corrective or evolutionary maintenance of the Services. Access to or use of the Services may be suspended due to scheduled maintenance operations. For scheduled intervention, the Client will be notified one week in advance by email or any available means if the intervention takes place during business hours and days.
If the interventions take place on public holidays or weekends, or between 8 pm the evening before until 7 am the next morning, no message will be sent.
Access to or use of the Services may also be suspended due to difficulties related to the hosting or the operation of the Services itself. In this context, the Provider commits to implementing, during business hours, all useful efforts to resolve the incident as quickly as possible or to ask its service provider to do so.
The Provider cannot be held responsible for the possible impact on the Client of such unavailabilities.
The responsibility of the Provider can also not be engaged in cases where the Client cannot access the Services or cannot use them satisfactorily due to an event that is not under the control of the Provider, such as:- Errors that could be made by the Client or a User in the management or use of the Services;- Difficulty accessing telecommunications networks;- Malfunction of any nature of the Client's or a User's facilities.
Except for mandatory provisions, the Provider excludes any warranty not expressly granted by it in these terms.
INTELLECTUAL PROPERTYRights to Content and FeedbackContent is owned by the Client or Participants.The Provider does not acquire rights over said Content, except for the rights that might be necessary for it to provide the Services, and commits to ensuring its confidentiality, in accordance with the provisions of the "Confidentiality" article.However, the Provider is authorised under these terms to collect and analyse data and other information related to the provision, use, and performance of the Services as well as to collect and analyse the Content, in order to improve the Services and build new offerings.The Provider is also authorised to anonymise all Content to be able to freely exploit the resulting data.The Provider may use, modify, and incorporate into the Services any suggestion, enhancement request, correction, recommendation, or other feedback provided by the Client and Users (hereinafter "Feedback"). By providing Feedback, the Client and/or , and in particular not to impersonate a third party and more generally not to use a third party's data;- Not use the contact details obtained via the Services to distribute computer viruses or similar entities;- Not disrupt, interrupt or attempt to disrupt or interrupt the Services;- Not license, sublicense, sell, resell, rent, transfer, distribute the Services, documentation, developments or any other potential deliverable, and not make access available to third parties;- Not make screen captures or communicate the functionalities and operation of the Services to transmit them to a third party that may be a competitor;- Not develop a competing solution to the Services;- Not dismantle, disassemble or decompile the Services;- Not use the Services to provide a service to a third party;- Not cause or attempt to cause harm to the services provided by one or more of the Company's partners, including the host, which includes, without limitation, exposing the Services to a virus, creating saturation, flooding the server, or flooding email messaging;- Not attempt to access or access data not intended for the Client and/or attempt to access or access any part of the data to which the Client is not authorised to have access;- Not disable, hack, or interfere with any security measure, electronic signature mechanisms, digital rights management, verification, or authentication related to the Services;- Not probe, scan or test the vulnerability of a system or network, or breach security or authentication measures of the Services or attempt to gain unauthorised access to networks and systems connected to the Services;- Not download, display, send by email or transmit by any other means any element containing software viruses or other computer codes, files or programs designed to or with the object of interrupting, destroying or limiting the functionality of any computer software or hardware or telecommunications equipment.
In the event of a breach of any of the above obligations, the Provider reserves the right to suspend or definitively terminate, by right and with immediate effect, access to the Services, without prejudice to any possible actions that the Provider could exercise against the Client.
The Client guarantees the Provider against any conviction pronounced against it resulting, directly or indirectly, from the use of the Services by the Client or by the Users. The Client particularly guarantees the Provider in case of action directed against the Provider by Participants.
The Client undertakes to reimburse the Provider for the full amount that it would have had to pay in such a situation, whether as a result of a judicial decision or as part of a settlement.
PROVIDER'S OBLIGATIONS
The Provider performs its obligations within the framework of a duty of means. It undertakes to this end to implement all reasonable means to ensure continuous access to the Services, without prejudice to the details provided below.
The Provider ensures corrective or evolutionary maintenance of the Services. Access to or use of the Services may be suspended due to scheduled maintenance interventions. In the event of a scheduled intervention, the Client will be notified one week in advance by email or any means available if the intervention takes place during working hours and days.
If the interventions take place on public holidays or weekends, or between 8 pm the evening before until 7 am the next day, no message will be sent.
Access to or use of the Services may also be suspended due to difficulties related to the hosting or the operation of the Services itself. The Provider undertakes in this context to implement, during working days and hours, all useful efforts to resolve the incident as soon as possible or to request its service provider to do so.
The Provider cannot be held responsible for the possible impact on the Client of such unavailabilities.
The Provider's liability cannot also be engaged in cases where the Client cannot access the Services or cannot use them satisfactorily due to an event that is not under the control of the Provider, such as:- Errors that could be committed by the Client or a User in the management or use of the Services;- Difficulty accessing telecommunications networks;- Malfunction of any nature of the Client's or a User's installations.
Except for mandatory provisions, the Provider excludes any warranty that is not expressly granted by it herein.
INTELLECTUAL PROPERTYRights on Content and FeedbackThe Content is the property of the Client or the Participants.The Provider does not acquire any rights over the said Content, except for the rights that may be necessary for it to provide the Services, and undertakes to ensure its confidentiality, in accordance with the provisions of the "Confidentiality" article.However, the Provider is authorised under these terms to collect and analyse data and other information related to the provision, use and performance of the Services as well as to collect and analyse the Content, in order to improve the Services and build new offers.The Provider is also authorised to anonymise all of the Content in order to freely exploit the resulting data.The Provider may use, modify, and incorporate into the Services any suggestion, request for improvement, correction, recommendation or other feedback provided by the Client and Users (hereinafter "Feedback"). By providing Feedback, the Client and/or the User waive any rights to it and agree that the Provider has the right to freely use, modify, and incorporate this Feedback without any obligation towards the Client and/or the User, including without limitation and without obligation of compensation or acknowledgment to the Client and/or the User.
Rights on the ServicesThe Provider is and remains the owner of all rights to the Services, including the solution, the Bot, and the various other elements allowing the Services to function. The Provider also remains the owner of all property rights on any elements possibly made available to the Client by the Provider in the context of the Contract.Under the terms of these conditions, and subject to the full payment by the Client of the sums due to the Provider, the Client is granted, for the duration of the Contract, a non-exclusive and personal right to access the Services, exclusively to enable it to benefit from the Services for its own needs.The Client is prohibited from any other use and is specifically prohibited from reproducing any element composing or enabling the operation of the Services, by any means whatsoever, in any form whatsoever, and on any medium whatsoever.
All rights not expressly granted to the Client are forbidden. The Client is therefore specifically prohibited from:- Reproducing all or part of the Services, in any form and on any type of support whatsoever;- Modifying or intervening on the Services;- Modifying, altering, disabling, removing in any way the protection systems, of the type "key", installed in the Services;- Using the Services to process or allow the processing of data for the benefit of a third party or using it to provide services on behalf of third parties, including companies in the group to which the Client belongs, in any form whatsoever, including in bureau mode, ASP or SAAS;- Distributing, marketing or making available, in any way whatsoever, free of charge or for a fee, all or part of the Services.
IndemnificationThe Provider indemnifies the Client against any action, claim, demand or opposition (hereinafter "action") from any person claiming an industrial or intellectual property right to which access or use of the Services, as provided herein, would infringe, provided however:
- The Client immediately notifies the Provider, by registered letter with acknowledgment of receipt or by any equivalent mode, of the existence of such an action in writing and communicates to the Provider all information enabling it to defend its interests;- The Provider controls the defense and all negotiations for a settlement or compromise related to the action. If it wishes, the Provider will have sole control over the defense and any negotiations;- The Client does not make any admission or declaration of any kind that could harm the defense of the Provider.
The Provider will bear, within the limits agreed in the "Liability" article of these conditions, (i) all damages to which the Client could be sentenced by a court decision having the authority of res judicata in principle and in the last resort based on the demonstration of an infringement exclusively attributable to the Provider or (ii) all damages imposed on the Client by a settlement concluded in the aforementioned framework, provided that the Provider is a signatory or has given its written consent on the amount of the indemnity granted and on the terms of the settlement. The Provider will not be required to reimburse costs or expenses incurred by the Client without the prior and written agreement of the Provider.
If an action as described above is initiated or seems about to be initiated, the Provider may, at its discretion, modify or replace the Services. If none of these solutions is possible, the Provider may terminate the Contract by right, without recourse to the courts, subject to reimbursing the Client for the amounts it would have paid in advance for the Services in question and which it could therefore not benefit from.
The provisions herein are not applicable to third-party products, services, and deliverables, which are provided as is by the Provider, without any warranty of any kind, without prejudice to any warranties granted by their publishers or suppliers.
The preceding provisions set, within the conditions and limits provided for in the "Liability" article, the limits of the Provider's liability towards the Client in terms of infringement of intellectual property rights. The Provider therefore grants no other warranty than that described in this article in terms of infringement.
The warranty provided herein does not apply to software licensed under free or open source used in the context of the Services.
The Client undertakes to (i) defend the Provider, its directors, administrators, and employees against any claim by third parties alleging that the Exchanges, or any element provided by the Client, violate the rights of a third party, (ii) reimburse the Provider for all costs or damages definitively charged to it by a final court decision and (ii) pay damages in compensation for the harm suffered due to the third party's claim.
FINANCIAL CONDITIONSSee Pricing page.
The price of the Services can be avaible asking sales@rippletide.com
The amounts paid by the Client are non-refundable.
Prices are in euros and exclusive of taxes. It is the responsibility of the Client to pay all taxes, duties, and any similar charges that may be due. The applicable VAT is that in effect at the time of the taxable event.
The provision of services performed at the request of the Client or made necessary due to the Client is, in the absence of a corresponding order, invoiced by the Provider to the Client based on the Provider's rate in effect on the day of the intervention.
The prices mentioned above do not include the cost of telecommunications and Internet access required to use the Services, which remains at the expense of the Client.
Billing and Payment Terms
The invoice is issued, exclusively electronically, at the beginning of each monthly period.
The amounts due under these conditions must be paid upon receipt of the invoice, by direct debit or credit card.
The Client completes a SEPA direct debit authorization upon subscription and undertakes to inform the Provider of any changes in banking details as soon as possible.
Price Revision
The Client is informed that the Provider may re-evaluate the applicable prices annually with an automatic price increase of up to 3%, independent of any general tariff increase.
Late Payment
In case of refusal of direct debit, the Provider represents the direct debit request within 7 days. The Client then has the opportunity to propose a date to carry out the new direct debit.
In case of a payment incident, the Client is informed that the Provider may proceed to cut off access to the Service without notice.
The Client is warned that all costs related to the payment incident are at their expense.
Any delay in payment will also lead to the Client paying late payment interest calculated on the basis of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, calculated and accumulated from the first day of delay.
For any sum unpaid at its due date, the Provider will be entitled to charge a fixed compensation of 40 euros for recovery costs, as provided for by Article D. 441-5 of the Commercial Code. If the recovery costs incurred were higher than the amount of this fixed compensation, the Client would moreover be liable for the costs borne by the Provider to achieve it.
In case of non-payment of an invoice at its due date and after a formal notice to pay sent by email and not immediately followed by payment, the Provider reserves the right to suspend access to the Services until full payment of the invoice subject to the delay in payment.
This possibility to suspend the execution of its obligations, particularly access to the Services, is understood without prejudice to damages and interests to which the Provider might claim and the possibility for the Provider to terminate the present conditions.
Resuming the Services after suspension under the conditions mentioned above entails billing by the Provider of a compensation amounting to 15% (Fifteen percent) of the annual amount of the Services.
LIABILITY
The Client assumes in particular the responsibilities concerning the adequacy of the choice of Services to their needs, obtaining the authorization of the Participants as well as informing them in accordance with the applicable regulations, the qualification and competence of its personnel, and particularly the Users.
The Provider cannot be held responsible for the quality of the Internet connection. During the transfer by means of telecommunication or by all other means, no responsibility can be held against the Provider in case of alteration of the information or data during the transfer.
The Provider's liability can only be engaged in case of fault by the Provider, proven by the Client, in its contractual obligations in the execution of the Contract. The Provider will only be responsible for direct damages resulting from faults directly and exclusively attributable to it.
In this context, it is reminded that the Exchanges, as well as more generally the content integrated, transmitted, or processed via the Services by the Client, including by the Participants, fall under the sole responsibility of the Client.
The Parties agree that the total liability of the Provider under the Contract cannot be engaged, for all causes of action and all damages combined, for the duration of the Contract, beyond an amount corresponding to Fifty (50%) of the amount paid by the Client to the Provider during the year preceding the cause of the principal damage.
The Provider will not incur any liability for indirect damages. Furthermore, the Provider can in no case be held responsible for any loss of production, loss of market, expected profit or clientele, damage caused to third parties to the Contract, interruption of a service provided by a person or an asset, damage to the Client's image or reputation. Corresponding damages will not be compensable by the Provider, even if it has been informed of the possibility of such damages.
The Parties acknowledge that the Provider, in the execution of its contractual obligations, cannot assume nor be exposed to the risks associated with the Client's activity. Consequently, the Client will indemnify the Provider in case of action or claim by third parties, directed against the Provider related to the Client's activity, including in case of action arising from the use of the Services, in particular in case of action by Participants.The Client also undertakes to indemnify the Provider for all consequences resulting from an action by a third party aiming to challenge the Provider's responsibility due to the use made by the Client of the Exchanges or any other elements or information that the Client would have provided or made available in the context of the Services.
This clause applies regardless of the legal basis of the demand, including if it is based on negligence, misrepresentation, or contractual non-performance.
No claim notification can be made by the Client against the Provider more than one year after the date on which the facts constituting the claim were discovered or should have been discovered.
The Client guarantees the renunciation of recourse of its insurers against the Provider or the insurers of the latter beyond the limits and for the exclusions set out above.
The Parties expressly exclude the application of Article 1223 of the French Civil Code.
Furthermore, the Client commits to do everything possible to minimize the damage suffered.
The stipulations of this article survive the expiration and termination of the Contract for any reason whatsoever.
TERMINATION AND CONSEQUENCES OF THE END OF THE CONTRACT
In the event of a breach by one of the Parties of one of its major obligations under the Contract, the other Party may, by registered letter with acknowledgment of receipt, give notice to the defaulting Party to remedy the breach within a period of thirty (30) days from the notification of the breach. If at the end of this thirty (30) days period, the defaulting Party does not demonstrate having remedied the breach, the non-defaulting Party may terminate the Contract concerned by the breach by sending a registered letter with acknowledgment of receipt notifying the termination.
Non-payment by the Client of the sums due to the Provider, after a formal notice remained without effect in the conditions mentioned above, justifies the termination of the Contract by the Provider. Non-respect of the intellectual property rights of the Provider by the Client justifies the termination of the Contract by the Provider without prior notice.
In the event of non-renewal, or early termination of the Contract, whatever the cause or origin, the Client shall pay the Provider the price of the Services provided by the Provider if it has not been fully paid.
The amounts paid to the Provider remain in any case acquired by it.
In the event of termination for a proven and attributed breach of the Provider to its obligations, which would be attributable to it, the Client would still be entitled to request a partial refund of the amount of the Services already paid, pro rata temporis of the remaining time until the end of the current contractual period.
The Client must cease, at the latest on the effective end date of the Contract, any use of the Services.
PERSONAL DATA PROTECTION
The Parties commit to respecting the Regulation concerning the Protection of Personal Data and their respective obligations resulting from it.
The Client is responsible for the processing of personal data carried out in the context of the use of the Services, including the processing carried out on the personal data of Users, Participants, and other personal data that may be transmitted in the context of the Exchanges.
The Provider acts in this context exclusively on behalf of the Client, based on the stipulations of the Contract, in accordance with the Client's instructions.
The processing carried out in this context is governed by the Personal Data Protection Agreement.
NON-SOLICITATION
The Client undertakes, for the duration of the Contract and for a period of one year following the end date of the Contract, not to directly or indirectly engage or cause to be engaged an employee of the Provider.
In case the Client does not respect this obligation, they commit to pay the Provider a compensation equal to the gross salaries that the concerned personnel would have received during the twelve (12) months preceding their departure.
FORCE MAJEURE
None of the Parties will be held responsible towards the other in case of non-performance or delay in the performance of an obligation outlined in the Contract, if this results from the occurrence of a force majeure event.
In addition to cases of force majeure corresponding to the jurisprudence of the French Courts and Tribunals, are considered as force majeure by the Parties total and partial strikes, internal or external to the companies, lock-out, riots, wars or attacks, epidemics, avian flu epizootic, blockage of transportation or supply means, fires, government or legal restrictions, breakdowns or global blocking of national or international scale of telecommunications, natural disasters, large-scale flooding.
The Party affected by a force majeure event must notify the other Party as soon as possible by any means at its disposal.
The force majeure event suspends the obligations of the Parties for the duration of its existence. However, if the force majeure event had a duration of more than 30 (thirty) calendar days consecutively, the Contract could be terminated by right by one of the Parties, fifteen (15) days after the sending of a registered letter with acknowledgment of receipt.
CONFIDENTIALITY
Each Party undertakes not to disclose to any third party, without the prior written agreement of the other Party, the Confidential Information of the other Party for the duration of the Contract and for five (5) years after its expiry or termination for any reason whatsoever. The Parties declare and guarantee that they will ensure that their personnel and any subcontractors involved in the execution of the Contract respect this obligation.
By "Confidential Information", the Parties mean information identified as such by the marking "confidential", as well as those that are confidential to a Party given their nature, especially those related to its activities, finances, technologies used, trade secrets, pricing, methods, know-how, procedures, products, documents, materials, software, and tools.
By mutual agreement between the Parties, exchanges are considered as Confidential Information.
Information will not be considered Confidential if it:- Is or becomes part of the public domain through no fault of the receiving Party;- Was known to the receiving Party prior to its disclosure, provided that: (i) the receiving Party proves this by appropriate documents; (ii) it was not obtained directly or indirectly from the other Party; (iii) neither the receiving Party nor any third party violated a confidentiality obligation or committed any other fault;- Is communicated to the receiving Party by a third party without violating a confidentiality obligation and without any other fault;- Is independently developed by the receiving Party without using any Confidential Information of the other Party;- Disclosure is required by law, regulation, or a court decision.
Each Party will take all reasonable precautions to protect the Confidential Information of the other Party, taking at least the same level of precautions it uses to ensure the confidentiality of its own Confidential Information.
GENERAL PROVISIONS
Subcontracting. The Provider reserves the right to subcontract all or part of the services necessary or useful for providing the Services to a third party. The Provider may, in this context, communicate to its subcontractors all necessary information and elements, by derogation from the terms of the "Confidentiality" article of these conditions. Notwithstanding the foregoing, the Provider remains responsible for the proper execution of their obligations by its subcontractors.
Independence of the Parties. The relationships established between the Parties by the Contract are those of independent contractors, and the Parties do not intend to establish any other relationship between them.
Insurance. Each Party declares to hold a professional civil liability insurance policy with a reputably solvent company and commits to maintain this insurance policy in force for the duration of the Contract.
Assignment. The contract is concluded in consideration of the person of the Client. The Contract, however, is not concluded intuitu personae with respect to the Provider, who may freely substitute any natural or legal person and/or assign the Contract to any third party of its choice, which the Client expressly accepts in advance. In this case, the Client already consents to the assignment and, in the event of an assignment, releases the Provider for the future.
Partial Nullity. If a provision of the Contract is judged null or unenforceable, all other provisions will remain in force as long as this does not have the effect of emptying the Contract of its substance.
Titles. The titles of articles and sections appearing in the Contract are purely indicative and shall not in any way condition the meaning or interpretation.
Waiver. The fact that one of the Parties does not take advantage of or delays in taking advantage of the application of a clause of the Contract cannot be interpreted as a waiver to take advantage of this clause in the future.
Survival. All obligations of the present that do not become, by their nature, null at the moment of its cessation, will remain applicable until their complete execution.
Communication. The Provider may use the name, trademarks, logo, and contact details of the Client as well as a general description of the supplies and services object of the Contract, in its presentations, client lists, case studies, and other promotional or marketing materials, including, for example, in its press releases, brochures, reports, and states, mail, and electronic supports.
Non-waiver. The fact for one of the Parties not to take advantage of or to delay in taking advantage of the application of a clause of the Contract cannot be interpreted as a waiver to take advantage of this clause in the future.
DISPUTES
Any dispute arising from the interpretation or execution of the Contract must be subject to an attempt at amicable settlement.
In the event of a dispute between the Parties that cannot be resolved by their usual interlocutors, each Party may request in writing the holding of a meeting within ten (10) days following the invitation. If the dispute could not be resolved to the satisfaction of both Parties within twenty (20) days following the date of this meeting or following the invitation in the absence of a meeting, it will be submitted to the respective general managements of the Parties having full authority to settle the said dispute.
In the absence of a meeting of the general managements or amicable resolution of the dispute within fifteen (15) days following the date of the convocation of the representatives of the general managements, each Party will be free to apply the provisions of termination provided in the Contract and/or to seize the competent courts.
Notwithstanding the foregoing, the Parties agree that a dispute relating to a breach of intellectual property rights will not be subject to the above procedure.
APPLICABLE LAW AND JURISDICTION
The Contract is governed by French law.
Any dispute arising from the interpretation or execution of the Contract, after an attempt at an amicable resolution, will be submitted to the exclusive jurisdiction of the competent court of PARIS, notwithstanding multiple defendants or third-party notice, regardless of the type of procedure or action, even for urgent procedures or conservatory procedures, in summary proceedings or by petition.
THIRD-PARTY SERVICES
The use and transfer to any other application of the information received from Google APIs will comply with Google API Services Data Use Policy, including Limited Use requirements.
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