18 Oct General conditions: TECH 4 TEAM
Terms and Conditions
TECH 4 TEAM - ARENAMETRIX
157 Boulevard Macdonald
Tel : 01.42.81.41.85 - Email : email@example.com
Appendix 2: General conditions
The company TECH 4 TEAMa simplified joint stock company with a capital of 18,725 euros, registered at the RCS of Paris under the number 794 062 497 and located at 157 BD MACDONALD 75019 PARIS (hereinafter TECH 4 TEAM) presented on the website accessible at the address https://arenametrix.com/
These General Conditions of Service, established in accordance with Article L.441-6 of the French Commercial Code, are automatically applicable to the services provided by TECH 4 TEAM to its clients in the context of its activity. They shall prevail over all other general conditions of purchase, except in the case of application of the public order provisions of the Public Procurement Code.
ARTICLE 1. DEFINITIONS
In these General Terms of Service, the following terms shall have the meaning given below:
- " Applications "shall mean all applications and software solutions owned by TECH 4 TEAM.
- "Bugs" Bugs" means any malfunction or operation of the Solution that does not comply with its purpose, that prevents the operation of all or part of the Solution or that will cause an error in the proper use of the Solution. Several types of bugs are identified:
- "Blocking Bug" designates all bugs that cause a global stop of the Solution or that prevent from connecting to it;
- "Major Bug" means all bugs that cause a global or partial shutdown of the Solution, or the malfunction of one or more features of the Solution;
- "Minor Bug" means all non-blocking or non-major bugs;
- "Client" means the legal entity contracting with TECH 4 TEAM identified in Appendix 1 of the Special Conditions.
- "Account": means the Customer's account on the Platform allowing access to the Services ordered according to the choices identified in the Terms. Access to the Account is made through the Customer's Identifiers.
- "Contract" means the present General Terms of Service as well as the Special Terms and Conditions and all Appendices.
- "Identifiers" means the confidential identification code and password used to access the Account. These identifiers are provided by TECH 4 TEAM and are for the exclusive use of the Customer, who is solely responsible for them.
- "Confidential Information" : means (i) Protected Information (held by the Disclosing Party or a third party to whom the Disclosing Party has a non-disclosure obligation), including any information, know-how and software, including but not limited to its source code and any translation, compilation, partial copy and derivative work ; (ii) any information designated as confidential at the time of disclosure to the receiving party, or when orally transmitted, identified as confidential and recorded in written or other material form (including electronic) with a clearly stated confidentiality notice and transmitted to the receiving party within thirty (30) days of disclosure; (iii) any information that should, in light of the circumstances of the disclosure, be treated in good faith as privileged and confidential.
- "Services" means all services and benefits provided to the Customer under this Agreement.
- " Services ": means all services and applications aggregated to the Platform. Detailed descriptions of the Services are available online at http://tech4team.fr/.
- "Platform" means the digital platform owned by TECH 4 TEAMaccessible at the address where the Customer configures, sets up and deploys the Applications for which it has subscribed.
- "Complementary services" means the additional services that are subject to specific quotations upon request by the Customer.
ARTICLE 2. CONTRACTUAL DOCUMENTS
The Contract consists of the following contractual documents:
- The Special Conditions,
- The General Conditions of Services in force
- The Data Protection Agreement
It is understood that these Contract Documents are mutually exclusive. However, in the event of any contradiction or discrepancy between the terms of these Contract Documents, they shall prevail in the order in which they are listed above.
ARTICLE 3. PURPOSE - MODIFICATION
TECH 4 TEAM reserves the right to modify these Terms of Service at any time. The Customer will be informed of these changes by any means thirty (30) days before the changes come into force. In the event of substantial changes to these Terms of Service, the following assumptions should be made:
Either the Customer consents to the said substantial modifications, in which case they shall automatically come into effect thirty (30) days after notification without further formality,
Either the Customer refuses the substantial modifications, in which case :
For fixed-term commitments affected by substantial changes, the contractual conditions applicable on the day of the initial commitment will be maintained until the end of the commitment
In the case of open-ended contracts affected by substantial changes, the Customer may terminate the Contract early and free of charge by sending a registered letter with acknowledgement of receipt within thirty (30) days of the notification. In this case, the Customer undertakes to pay TECH 4 TEAM the sums corresponding to the Services used up to the date on which the termination takes effect, where applicable calculated on a pro rata basis for the initial commitment and the period elapsed.
ARTICLE 4. RIGHTS OF USE
TECH 4 TEAM grants the Customer a non-exclusive and non-transferable license to use the Platform and the associated Services in accordance with the provisions of the Special Conditions.
In any case, the Customer shall not assign, transfer, delegate or sublicense a third party directly or indirectly in any way whatsoever without the prior written consent of TECH 4 TEAM.
Except as permitted by law, which cannot be excluded by mutual consent of the Parties, Customer is prohibited from:
- Attempt to copy, modify, reproduce, create any derivative work, alter, mirror, republish, upload, post, transmit or distribute all or any part of the components of the Platform and/or the Applications that are the subject of the Service in any form, on any medium or by any means whatsoever
- Attempt to decompile, disassemble, reverse engineer or otherwise make comprehensible all or part of the Applications and Services
- Access all or part of the Applications in order to design a competing application or service
- Access to Applications in source code or unlocked coding with comments
- To attempt in any way whatsoever to remove or circumvent any technical protection measure (TPM)
- Use the Applications to provide services to third parties or license, sell, rent, lease, assign, distribute, display, disclose, commercially exploit or otherwise make available the Applications to any third party.
The Customer agrees to use reasonable efforts to prevent any unauthorized access to or use of the Service and, in the event of such unauthorized access or use, to notify TECH 4 TEAM as soon as possible.
ARTICLE 5. TERMS AND CONDITIONS OF ACCESS
Access to the Platform and the associated Services requires the opening of an Account using the Identifiers, which shall be opened by TECH 4 TEAM using the information sheet in Appendix 1.
The Customer undertakes to keep the Identifiers strictly secret, to take all measures to preserve their confidentiality, and to notify TECH 4 TEAM of any unauthorized use of its Account as soon as it becomes aware of such use. By express agreement between the parties, all operations carried out using the Customer's Identifiers shall be deemed to have been carried out by the Customer, who shall be the sole custodian. Any costs arising from unauthorized use of the Account shall be borne by the Customer until the Customer notifies TECH 4 TEAM of such use, it being specified that TECH 4 TEAM shall in no event be liable for material or immaterial damage resulting from use of the Account by a third party, with or without the Customer's authorization.
Furthermore, the Customer declares that he/she has been informed that TECH 4 TEAM may refuse to open an Account and therefore access to the Platform and the associated Services:
- To a Customer whose contract with TECH 4 TEAM was terminated less than one (1) year ago due to a breach of contractual obligations;
- To a Client who has not paid in full any amounts that he may owe TECH 4 TEAM under a previous contract;
- For any other legitimate reason.
ARTICLE 6. TERMS AND CONDITIONS OF USE
6.1. General obligations of the Client
In order to enable TECH 4 TEAM to perform the Services in the best possible conditions, the Client undertakes to :
- Cooperate with TECH 4 TEAM on all matters related to the Services, the Applications or the Platform
- provide TECH 4 TEAM, at its request, with all documents and information in its possession that are useful for the performance of the Services
- guarantee TECH 4 TEAM access to any document, information or medium related to the content of the services it offers on the site(s) identified in the Special Conditions for the proper performance of the Services;
- to take note of the notifications sent to him via the Platform
- make a regular backup of its data
- authorize TECH 4 TEAM to use its name, company name, logo and an example of a message as a "Customer Reference" for communication or commercial promotion purposes, without any remuneration from TECH 4 TEAM.
- authorize TECH 4 TEAM to provide testimonials, the content and presentation of which shall be defined in consultation between the Parties.
The Customer further agrees to comply with all laws, regulations in force, including the GDPR, framing the sale on the Internet (including, but not limited to, the Hamon Act of March 17, 2014, the Law for Confidence in the Digital Economy of June 21, 2004) and / or rules that could prevent, limit or regulate the dissemination of information or data, and without this being exhaustive, to comply with the amended Law "Informatique, fichiers et libertés" of January 6, 1978, with codes of good conduct and Netiquette, with the rules of the art such as established by the CNIL (Commission Nationale Informatique et Libertés / www.cnil.fr), the SNCD (Syndicat National de la Communication Directe / www.sncd.org) the FEVAD (Fédération des Entreprises de Vente à Distance / www.fevad.com) and the Internet Service Providers, the protection of privacy and the respect of property rights.
It is specified that this obligation is extended to the respect of the standards in force in each country targeted by the Customer's website referenced in the Special Conditions.
The Customer uses the Platform, the Services and the Applications under its full and exclusive responsibility.
6.2. Obligations specific to the service of sending emails and/or marketing SMS
The Customer guarantees that the information sent via the email and/or SMS marketing service does not contravene any legal or regulatory provision or any international agreement applicable to it, and in particular the provisions in force in France, in the State in which the Customer carries out its activity and in the State in which the persons appearing on the distribution lists reside, or the rights of third parties.
For information purposes, and without this list being exhaustive, the sending of e-mails and SMS to customers and prospects is subject to the following rules:
France: Art. 34-5 of the Post and Telecommunications Code / Consumer Code
Europe: European General Data Protection Regulation came into force on May 25, 2018
United States: Telemarketing Sales Rule, Federal Telephone Consumer Protection Act, Can-Spam-Act
Italy: Ley 34/2002, de 11 de Julio, de servicios de la sociedad de la dicembre, de Proteccion de Datos de Caracter Personnal
In the UK: The Privacy and Electronic Communications (EC Directive) Regulations 2003
Any use of the Email and SMS Marketing Service that could damage, disable, overburden the infrastructure of TECH 4 TEAM and or its subcontractors or networks connected to TECH 4 TEAM or its subcontractors' servers, or interfere with other users' enjoyment of the service is prohibited.
The use of the Email and SMS Marketing Service for the purpose of selling products or services related to illegal or fraudulent activities or encouraging such activities including, but not limited to, activities related to illegal drugs, pirate programs, instructions for assembling or creating bombs, grenades or other weapons, materials containing child abuse or encouraging violence is prohibited.
Any use of the Service to send emails and marketing SMS contrary to the regulations applicable to telemarketing, email marketing, anti-spam, anti-phishing, personal data protection is prohibited.
Any use of the Services in violation of third party rights is prohibited.
In the event of non-compliance with this section, TECH 4 TEAM reserves the right to immediately block the Customer's access and delete all information from the Customer's Account without prior notice and without refund or any other form of compensation.
TECH 4 TEAM also reserves the right to refuse or limit service to Accounts that do not comply with these provisions, laws regulating communications companies, or that distribute unwanted communications.
The following topics are prohibited within the email and SMS marketing service:
- All forms of illegal activities
- Loss weight loss
- Exchange currency trading, fraudulent actions and stock market schemes
- Work-at-home jobs with "get rich quick" promises, financial schemes and pyramid schemes
- Pornography or sexually explicit e-commerce
- Remedies for erectile problems
- Hiring solicitation
- Political lists (consular lists, government lists, etc.) containing addresses of individuals who have not given their explicit consent to receive communications from an identified advertiser. Giving an e-mail address to a Consulate or Embassy does not provide proof of the opt-in commitment.
Accounts with the following activities will only be validated under certain conditions:
- Psychic and astrology
- Betting and other gambling
- Dating services
- Communications to contacts acquired from social media like LinkedIn and Viadeo
TECH 4 TEAM uses strictly Opt-In databases. This means that Clients using the email and/or SMS marketing service are required to obtain explicit and prior permission from their subscribers before adding them to their databases. TECH 4 TEAM does not send unsolicited email and does not work with any company that does. Any user who violates this anti-spam policy (or attempts to do so) will be immediately suspended without notice.
Accepted listsAddresses collected from the Customer's website via a registration form, customers or people who give their email addresses to receive a newsletter, or members of the Customer's organization.
Rejected lists: Purchased or rented database and e-mail addresses that have been copied or found on the internet.
6.3. Non-compliance with the provisions of Article 6
It is agreed between the Parties that any breach of this Article may result in the temporary suspension or termination of the Contract.
In any event, the Customer shall be obliged to pay all the sums set out in the Special Conditions and to publish or have published, at TECH 4 TEAM's discretion, information that excludes TECH 4 TEAM from liability, without prejudice to any damages that TECH 4 TEAM may claim as a result of the breach of these Conditions and the damage to its image and reputation.
ARTICLE 7. OBLIGATIONS OF TECH 4 TEAM
It is expressly agreed between the Parties that TECH 4 TEAM is subject to a general obligation of means and that it is not bound by any obligation of result or reinforced means of any kind.
In general, TECH 4 TEAM does not guarantee that the use of the Applications and Services will generate an increase in sales and/or traffic on the Customer's site. The Customer is solely responsible for the generation of such traffic and related sales.
The Platform and the associated Services are accessible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the control of TECH 4 TEAM and subject to any breakdowns and interventions necessary for the proper functioning of the Service. TECH 4 TEAM shall make every effort to ensure that the Platform, which is the subject of this Agreement, is available and can be accessed by the Customer.
TECH 4 TEAM guarantees a monthly availability of 99%. This ratio must be calculated according to the following formula:
Availability: TMEI / (TMEI + TMR)
- MTIP (Mean Time Between Interruptions) is the average time of availability of the solution between two interruptions;
- TMR: (Mean Time To Repair) is the time it takes for the solution to become available again.
However, TECH 4 TEAM shall not be held responsible for any disruptions, interruptions and/or anomalies not caused by TECH 4 TEAM and affecting transmissions via the Internet and more generally via the communication network, regardless of the extent and duration of such disruptions.
TECH 4 TEAM may interrupt access to all or part of the Services for maintenance purposes, to improve and install new features, to check that they are working properly or in the event of a malfunction or threat of a malfunction.
TECH 4 TEAM shall inform the Customer by any means and at least 7 days in advance of the occurrence of progressive maintenance operations.
In such cases, TECH 4 TEAM shall not be liable to the Customer for any compensation or damages whatsoever.
TECH 4 TEAM provides corrective maintenance for the Platform. TECH 4 TEAM also provides the Customer with a support service available at 06.84.38.56.33, or at the following e-mail address firstname.lastname@example.org according to the following time slots:
Monday 9am - 6pm
Tuesday 9am - 6pm
Wednesday 9am - 6pm
Thursday 9am - 6pm
Friday 9am - 6pm
Saturday 9am - 6pm
All types of Bugs must be addressed during the hours defined above. Outside these hours, only major and/or blocking bugs must be addressed.
TECH 4 TEAM shall endeavor to resolve bugs within the following time frames:
If TECH 4 TEAM fails to meet these deadlines, it may be subject to penalties according to the following table:
TECH 4 TEAM shall maintain the Platform on an ongoing basis and shall inform the Customer via its Account or by any other means prior to the introduction of a new version of one or more Applications. It is reminded that the Customer has no right to maintain previous versions.
TECH 4 TEAM is committed to making every effort to:
- ensure the logical and physical security of its information systems
- minimize the risk of a security breach.
7.4. Data retention
TECH 4 TEAM complies with the legal retention periods for Customer identification data. Pursuant to Article L.123-22 of the French Commercial Code, Customer data will be kept for 10 years to establish proof and 5 years to prove the existence of the Contract pursuant to Article 2224 of the French Civil Code.
Customer data used on behalf of the Customer in accordance with Article 11.2 (i) hereof in the context of the Services shall be destroyed by TECH 4 TEAM in the event of termination of the relationship for any reason whatsoever.
Furthermore, regarding the anonymized aggregate data referred to in Article 11.2 (ii), TECH 4 TEAM will retain this data for the purpose of improving its Services.
TECH 4 TEAM shall not relieve the Customer of its obligation to make backups, but shall make regular backups of all data hosted on the Platform as a precautionary measure.
For the e-mail and SMS service, TECH 4 TEAM archives all messages sent or received through its dedicated platform. The distribution lists are maintained as long as the Customer maintains and updates his Account correctly.
ARTICLE 8. LIABILITY
The Customer may hold TECH 4 TEAM liable if it has previously notified the alleged breach by registered letter with acknowledgement of receipt and TECH 4 TEAM has not responded within thirty (30) days of receiving this notice. In any event, TECH 4 TEAM may only be held liable in the event of proven fault.
In the event of a proven fault by TECH 4 TEAM, TECH 4 TEAM may offer the Client a new Service at its own expense.
Under no circumstances shall TECH 4 TEAM be liable, regardless of the type of action brought, for any indirect damage of any kind, for example, and without this list being exhaustive, any financial or commercial loss, loss of profit, commercial disturbance, loss of earnings, damage to a third party, or action brought by a third party against the Customer as well as the consequences thereof, related to the present document or its execution. The Customer shall be solely liable for any direct or indirect, material or immaterial damage caused by itself or one of its employees to TECH 4 TEAM or to third parties as a result of its use of the Platform, the Applications and associated Services.
In any case, it is expressly agreed between the Parties that if TECH 4 TEAM is held liable in the performance of this Contract, its liability shall be limited, for all damages and claims, to the amounts paid by the Client under this Contract over the last twelve months.
The Parties expressly agree that TECH 4 TEAM may use external service providers or partners to perform all or part of the Services, and in particular certain Services. In this case, the Customer shall be informed on request of the guarantees and level of service offered by the external service provider, which shall be binding on the Customer. In any event, TECH 4 TEAM shall remain the sole contact for the Customer in the event of the use of subcontractors and shall only be liable if it can be shown that it has committed a serious error or that the external service provider has not complied with the guarantees and level of service offered. In any case, the liability ceiling provided for in the previous paragraph will also apply in this case.
With regard to the email and SMS marketing service, it is specified that TECH 4 TEAM does not systematically control the content of messages sent by the Client to its distribution lists, which remain the Client's responsibility. Under no circumstances shall TECH 4 TEAM be liable to any third party for any loss or damage resulting from the sending of emails or SMS on behalf of the Client. The Customer shall therefore be solely responsible for the content of the emails and SMS sent to its distribution lists in connection with the performance of the Service. The Customer shall indemnify TECH 4 TEAM against all damages, claims and actions by third parties resulting from a breach by the Customer of these terms and conditions, any applicable code of practice or anti-spam rule or any legal, regulatory or international treaty provision.
It is expressly agreed between the Parties that the provisions of this clause shall continue to apply even in the event of termination of the present contract by a final court decision.
These provisions establish an allocation of risk between TECH 4 TEAM and the Client. The price of the Services set out in the Special Conditions reflects this allocation and the limitation of liability described.
ARTICLE 9. NON-SOLICITATION OF PERSONNEL
Unless expressly agreed otherwise by the other Party, each Party waives the right to hire or have employed, directly or through intermediaries, any employee of the other Party. This commitment is valid for the entire duration of the Contract and for a minimum period of two years after termination of the Contract. In the event of non-compliance with this provision, it is agreed between the parties that the penalty charged will be equivalent to one year's salary offered by the new employer.
ARTICLE 10. INTELLECTUAL PROPERTY
10.1. Customer's property
The Customer retains exclusive ownership of the economic rights attached to :
- to all information and data of any kind made available to TECH 4 TEAM in the context of the present contract and in particular to the data of its clients.
- names, trademarks, domain names, or any other original creation or distinctive sign owned by the Customer, whether or not it has been registered with the National Institute of Industrial Property or another official registration body
- that it has full power and capacity to exploit and grant the intellectual and industrial property rights and that these rights are in no way assigned, mortgaged, encumbered or in any way devolved in favor of a third party;
- that it has not done and will not do, through an assignment to a third party or by any other means, any act that could compromise the use of the intellectual and industrial property rights;
- that it has not introduced or will not introduce in its campaigns any sequence, reproduction or reminiscence likely to violate the rights of third parties;
- that no litigation or lawsuit is pending or about to be filed involving intellectual property rights.
The Customer acknowledges that the Platform, the Applications and the associated Services as well as the technology and content thereof are the property of TECH 4 TEAM.
The trademarks, logos, slogans, graphics, photographs, animations, videos and texts contained on the TECH 4 TEAM websites are the exclusive property of TECH 4 TEAM or its partners and may not be reproduced, used or represented without prior express authorization, under penalty of legal action.
The Customer shall not:
- to adapt, correct, modify or reproduce in whole or in part the Platform, the Applications and/or the associated Services or the media, technological means made available in the context of the Services.
In the event of specific developments by TECH 4 TEAM, particularly in the event that the Customer chooses additional Services allowing it to benefit from custom-made optional services, it is reminded that TECH 4 TEAM shall be the sole owner of the said specific developments unless expressly stipulated otherwise in the quotation submitted to the Customer.
ARTICLE 11. PERSONAL DATA
Each of the PARTIES guarantees to the other PARTY that it will comply with the legal and regulatory obligations incumbent upon it in relation to its role in the protection of personal data.
11.1. Concerning the treatments carried out by TECH 4 TEAM
TECH 4 TEAM is responsible for the processing carried out in the context of the commercial relationship with the Customer under the terms of this Agreement.
In accordance with the Data Protection Regulations, the Customer may exercise his rights of access, rectification, deletion, limitation, portability, taking into account his instructions in the event of his death, and, where applicable, his right to object to the processing of his personal data, by sending an e-mail or a letter to TECH 4 TEAM at TECH 4 TEAM - 157 Bd MACDONALD, 75019 Paris
The Customer must provide proof of identity and specify the address to which they wish to receive a reply from TECH 4 TEAM. TECH 4 TEAM is available to the Customer for any additional information
11.2 Concerning the treatments carried out for the Customer
1. General provisions applicable to the subcontracting relationship
TECH 4 TEAM shall have the status of a subcontractor within the meaning of Article 28 of the European General Data Protection Regulation that came into force on May 25, 2018 (GDPR) regarding the data processing implemented on behalf of the Customer in connection with the Service and the Services.
Thus, with regard to the data of the Clients' customers, which includes personal data within the meaning of Article 2 of GDPR, it is expressly agreed between the Parties that TECH 4 TEAM:
- Will not perform any data processing operation unless instructed to do so by the Customer and always under the full and exclusive responsibility of the Customer,
- Will do everything in its power to ensure the security and confidentiality of the personal data entrusted to it.
- shall proceed to delete such data in accordance with Section 7.4 hereof.
TECH 4 TEAM's commitments regarding subcontracting are detailed in Annex 3 "Data Protection Agreement".
2. Concerning the service of sending emails and/or marketing SMS
TECH 4 TEAM also undertakes to protect the integrity, confidentiality and administrative, material and technical security of the Customer's personal information related to the email and/or SMS maketing service.
It is further specified that TECH 4 TEAM has access to the information contained in the email distribution lists created by the Customer in their Account, as well as to the subject and content of emails sent to their distribution lists through the Service. This data is stored on secure servers and is subject to computer processing in order to provide the subscribed service. With the Customer's authorization, the behavior of the recipients of these emails may be analyzed (monitoring of opening rates, click rates and bounce rates at the individual level) in order to improve its e-mailing campaigns.
TECH 4 TEAM will not sell or rent the data contained in the distribution lists.
The disclosure of personal data contained in the distribution lists to third parties may only occur in the following cases
- upon authorization from the Customer, certifying that the owner of the personal data has authorized such disclosure;
- at the request of the legally competent authorities, upon judicial requisition, or in the context of a legal dispute.
As the creator of the distribution list, the Customer is responsible for for the processing of personal data contained in this list in the sense of GDPR and of the the Law n° 78-17 of January 6, 1978 relating to data processing, files and freedoms.
In this respect, the Customer warrants to TECH 4 TEAM that it complies with the provisions of this text and in particular:
- that the personal data contained in the transmitted file have been collected and processed in compliance with the provisions of the aforementioned Law;
- where applicable, that the collection and processing have been authorized by the data owner;
- that it allows the holders of the processed data to exercise their individual right of access, modification, rectification and deletion of personal information concerning them;
- that it undertakes to ensure that the information is rectified, completed, clarified, updated or deleted when it is inaccurate, incomplete, ambiguous, outdated or when the holders wish to prohibit its collection or use, communication or storage.
TECH 4 TEAM shall destroy the file(s) containing the distribution list(s), as well as any media and copies made in the course of processing and routing operations, within a maximum of 30 days after termination of the contractual relationship.
The Customer can retrieve his distribution lists at any time by clicking on the "export button" from his Account.
3. Special provisions for anonymized aggregate data
By express agreement, the Client authorizes TECH 4 TEAM to proceed with :
- anonymization of the data processed in the context of the Services, TECH 4 TEAM guaranteeing irreversible anonymization of each piece of data, so that it is not technically possible to associate the said data, even indirectly, with the Customer's clients or the Customer himself.
- Independent use of said data in its irreversible anonymized form for statistical purposes in order to improve the services offered through the Platform.
ARTICLE 12. CONFIDENTIALITY
Each Party agrees to use the Confidential Information, directly or indirectly, in whole or in part, only for the strict performance of this Agreement.
Each Party acknowledges in advance that any disclosure would seriously harm the interests of the Party that is the victim of the disclosure. Consequently, the latter shall be entitled to take legal action against the other Party, all co-perpetrators or accomplices and to claim damages in the event that these commitments have not been fulfilled, for whatever reason.
The confidentiality obligations set forth in this clause shall not apply to all or any portion of the Confidential Information to the extent that:
- They are or have been made public other than by any act or omission of the receiving party
- They were lawfully held by the other Party prior to their disclosure
- It has been lawfully disclosed to the receiving party by a third party without restriction of disclosure
- They are subject to legal disclosure by any competent court, authority or administration.
This confidentiality provision shall survive the expiration of the Agreement until such time as the Confidential Information passes into the public domain other than through a breach by the receiving party.
ARTICLE 13. FINANCIAL TERMS AND CONDITIONS
The Customer is bound to pay the invoices net, without discount and within the deadlines fixed in the Special Conditions.
In the event that an invoice is not paid on time, TECH 4 TEAM reserves the right to suspend access to its platforms and services, without this suspension being considered as a termination.
TECH 4 TEAM may, in the event of non-payment by the Customer, apply late payment penalties calculated as follows
Late payment penalties = (amount of the invoice including VAT X Applicable legal rate) x (number of days late / 365).
In accordance with the provisions of the French Commercial Code, the Applicable Legal Rate is the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. Late payment penalties are due on the day following the payment date without the need for a reminder. The Customer in
The Customer shall be liable to pay TECH 4 TEAM a fixed penalty for collection costs of forty (40) euros. Any rejected direct debits shall be billed by TECH 4 TEAM to the Customer for the bank charges incurred.
It is also reminded that the termination does not release the Customer from its obligations, including financial obligations, established prior to the termination.
With regard to the service of sending emails and/or marketing SMS, it is specified that the subscription to this service implies a commitment by the Customer to pay the price corresponding to the selected services and to his country of residence. Unless otherwise specified, the prices of these services are paid at the time of subscription and in the currency in which they were invoiced. Additional charges to the displayed price may be applied depending on the Customer's country of residence and the applicable legal and regulatory provisions.
ARTICLE 14. DURATION
The Contract is concluded for the commitment periods set out in the Special Conditions (hereinafter collectively referred to as the Initial Contractual Period).
Each commitment will then be automatically renewed by tacit agreement for commitment periods identical to those subscribed to during the Initial Contractual Period unless terminated by either Party thirty (30) days before the anniversary date of said commitment.
ARTICLE 15. SUSPENSION - TERMINATION
15.1. Suspension and Termination Assumptions
TECH 4 TEAM may automatically suspend the Contract, without compensation to the Customer, and without prior notice, in the following cases
- When the Customer's actions endanger, in any way whatsoever, the operation of the Platform or the Applications;
. This decision is brought to the attention of the Customer by registered letter with acknowledgement of receipt.
The suspension may be lifted within a maximum of three (3) business days from the date of receipt by TECH 4 TEAM of a registered letter with acknowledgement of receipt justifying that the cause of the suspension notified to the Customer has been removed and subject to acceptance by TECH 4 TEAM.
In the event of a serious breach by one Party of at least one of its obligations hereunder, this Agreement may be terminated by the other Party. It is expressly agreed that this termination shall take place as of right, seven (7) days after a formal notice to perform has been sent, which has remained without effect. The formal notice, which shall imperatively indicate the grievances complained of and the obligations whose non-compliance is alleged, shall be notified by registered letter with acknowledgement of receipt.
TECH 4 TEAM shall also be entitled to terminate the Agreement automatically in the event that the Customer is placed in receivership or liquidation, the Customer is taken over by a third party, or the Customer's business is sold to a third party.
The Customer will be able to terminate the contract according to the terms and conditions set out in the Special Conditions.
15.2. Consequences of Termination
Termination of the Contract shall immediately result in:
- the deletion of the Customer's data used in connection with the Service or the Benefits
- termination of the rights of use granted to the Customer hereunder.
The Customer is therefore invited to export this data from his Account before the end of the Contract.
Termination of the Agreement shall result in the return to TECH 4 TEAM by the Customer of all documents transmitted in the course of performance of the Agreement.
In the event of unilateral termination of the Agreement by the Customer, where the Services as a whole have been agreed for a fixed term, the Customer shall pay TECH 4 TEAM compensation for termination equal to the amounts remaining due until the end of the commitments entered into. This compensation shall be payable within thirty (30) days of notification by registered letter with acknowledgement of receipt of the unilateral termination.
The articles Intellectual Property, Confidentiality, Liability, and Personal Data shall remain in force in the event of termination of the present contract for an additional period of five (5) years, unless otherwise expressly stipulated or provided by law or regulation.
ARTICLE 16. WARRANTIES
Each Party undertakes to and guarantees the other Party:
- That it has the power and authority to enter into this Agreement, and that it will secure and maintain, during the course of the relationship, all necessary authorizations, if any, to perform its obligations
- That it owns, or has been granted the rights to use for the purposes of this Agreement, all intellectual property rights necessary to fulfill its obligations
- That it will perform its obligations under this Agreement in accordance with all applicable laws and with reasonable care and skill
- That it will not do or omit to do anything that would cause the other Party to violate any applicable law or regulation
- That it will not denigrate the other Party
The Customer accepts that the Platform, the Applications and associated Services have not been developed with a view to satisfying its individual requirements. As such, the Customer, who is an informed professional, is required to ensure that the Platform, the Applications and the associated Services comply with its needs, requirements and constraints.
TECH 4 TEAM guarantees the Customer peaceful use of the Platform, Applications and associated Services, this guarantee being enforceable only in respect of the rights of use granted hereunder.
ARTICLE 17. GENERAL PROVISIONS
These General Terms of Service do not confer on TECH 4 TEAM or any of the members of its team the status of employee, agent or representative of the Client. The Parties further declare that these General Conditions of Service shall not be considered as a constitutive act of a legal entity or any other legal entity, and that any form of "affectio societatis" is formally excluded from their relationship.
No indication, no document can generate obligations not included in the present General Terms of Service, if they have not been the object of a new agreement between the Parties.
The fact that one of the Parties has not demanded the application of any clause of these General Terms of Service, whether permanently or temporarily, shall in no case be considered as a waiver of the said clause.
By express agreement, the signing of the Contract entails the acceptance as proof of the electronic communications (e-mails, notifications on the Platform, etc.) exchanged between the Parties. The printout of such electronic communications shall be considered as an original writing and shall be deemed authentic between the Parties.
In case of difficulty of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent.
If any provision of these Terms of Service is invalid under any applicable law or regulation and/or any court decision, it shall be deemed unwritten but shall not affect the validity of the remaining provisions which shall remain in full force and effect.
ARTICLE 18. IMPREVISION - FORCE MAJEURE
18.1. Force majeure
The Parties shall not be deemed to have failed in their obligations if they are prevented from performing all or part of them as a result of an event of force majeure, provided that the defaulting Party informs the other Party by registered letter with acknowledgement of receipt within seven (7) calendar days of the occurrence of the event and provides evidence of the nature of force majeure within the meaning of French case law.
Force majeure in contractual matters occurs, inter alia, when an event beyond the debtor's control, which could not reasonably be foreseen at the time of the conclusion of the Contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing his obligation.
In this respect, the Parties expressly agree that restrictions imposed by the legislative or executive authorities in the context of the management of health crises such as the COVID-19 epidemic do not constitute an event of force majeure under the Contract.
The defaulting Party shall use its best efforts to limit the effects of the force majeure event and to find any suitable solution in order to resume performance of its obligations as soon as possible.
If the performance of one or more of the obligations of either Party is deferred due to the occurrence of an event of force majeure, the performance of the Contract shall be suspended until the said event disappears. However, in the event that the force majeure event continues beyond one (1) month, each of the Parties shall have the right to terminate the Contract by sending a registered letter with acknowledgement of receipt, with immediate effect.
Each of the Parties declares, in view of the period of negotiations preceding the conclusion of the Contract, which enabled it to make a commitment in full knowledge of the facts and the reciprocal counterparties agreed upon in terms of the provision of services and their financial counterparties, that it expressly waives the right to avail itself of the provisions of Article 1195 of the Civil Code and of the unforeseeable circumstances provided for therein, undertaking to assume its obligations even if the contractual balance is upset by circumstances that were unforeseeable when the Contract was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
ARTICLE 19. APPLICABLE LAW - COMPETENT JURISDICTION
The present General Terms of Service are subject to French law.
In the event of a dispute arising between the Parties concerning the interpretation, performance or termination of these Terms of Service, the Parties shall endeavor to resolve it amicably.
IN THE ABSENCE OF AN AMICABLE AGREEMENT WITHIN ONE (1) MONTH FROM THE DATE OF REFERRAL BY ONE OF THE PARTIES, THE DISPUTE MAY BE SUBMITTED TO THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS, TO WHICH JURISDICTION IS EXPRESSLY ASSIGNED, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THIRD PARTY CLAIMS, INCLUDING FOR EMERGENCY OR PROTECTIVE PROCEDURES, IN REFEREE OR BY PETITION.