Terms and conditions

PREAMBLE

TECH 4 TEAM, a simplified joint stock company with a capital of 18,725 euros, registered in the Paris Trade and Companies Register under number 794 062 497 and located at 157 BD MACDONALD 75019 PARIS (hereinafter TECH 4 TEAM) presented on the site accessible at the address : https://arenametrix.com/

These General Terms and Conditions of Service, drawn up in accordance with article L.441-6 of the French Commercial Code, apply ipso jure to all services provided by TECH 4 TEAM to its customers in the course of its business. They take precedence over all other general conditions of purchase, except in the case of application of the public provisions of the French Public Procurement Code.

ARTICLE 1. DEFINITIONS

In the context of these General Terms of Service, the following terms shall have the meanings given below:

• " Applications "refers to all applications and software solutions owned by TECH 4 TEAM.

• "Bugs means any malfunction or operation of the Solution that does not comply with its purpose, that prevents all or part of the Solution from functioning, or that will cause an error when using the Solution in accordance with its purpose. Several types of bugs are identified:

• • • "Blocking Bug designates all bugs that cause a global shutdown of the Solution or prevent connection to it;
    • "Major Bug designates all bugs that cause a global or partial shutdown of the Solution, or the malfunction of one or more functionalities of the Solution;
    • "Minor Bug" refers to all non-blocking or non-major bugs;

• "Customer" means the legal entity contracting with TECH 4 TEAM identified in Appendix 1 of the Special Conditions.
  
  
• "Account": refers to the Customer's account on the Platform, enabling access to the Services ordered according to the choices identified in the Conditions. Access to the Account is via the Customer's Identifiers.
  
  
• "Contract means the present General Terms and Conditions 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 its disclosure to the receiving party, or when transmitted orally, identified as confidential and recorded in written or other material form (including electronic) including a clearly stipulated confidentiality notice and transmitted to the receiving party within thirty (30) days of the disclosure; (iii) any information which, in view of the circumstances of the disclosure, must be treated in good faith as protected and confidential.
  
  
• "Services refers to all the services provided to the Customer under this Contract.
  
  
• " Services "refers to all services and applications aggregated on the Platform. Detailed descriptions of the Services are available online at http://tech4team.fr/.
  
  
• "Platform" refers to the digital platform owned by TECH 4 TEAMaccessible at the address where the Customer configures, sets and deploys the Applications for which he has subscribed.
  
  
• "Complementary services Complementary Services": refers to additional services for which specific quotations are provided at the Customer's request.

ARTICLE 2. CONTRACTUAL DOCUMENTS

The Contract comprises the following contractual documents:

• The Special Conditions,
• The current General Terms of Service
• The Data Protection Agreement  

It is understood that these Contractual Documents are self-explanatory. However, in the event of any contradiction or discrepancy between the terms of these Contractual Documents, they shall prevail in the order in which they are listed above.

ARTICLE 3. PURPOSE - MODIFICATION

The purpose of these General Terms of Service is to define the rights and terms of use of the Platform and associated Services.

TECH 4 TEAM reserves the right to modify these General Terms and Conditions of Service at any time. Such modifications will be brought to the attention of the Customer by any means thirty (30) days prior to the entry into force of the changes. In the event of substantial modifications to these General Terms and Conditions of Service, a distinction must be made between the following situations: 

Either the Customer consents to the said substantial modifications, in which case they will automatically come into force 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 modifications, 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 modifications, 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 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 pro rata to 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 associated Services, in accordance with the provisions of the Special Terms and Conditions.

Under no circumstances may the Customer 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 within the framework authorized by law, impossible to exclude by mutual consent of the Parties, the Customer is forbidden :

• 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 covered by 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.
• to access all or part of the Applications in order to design a competing application or service
• Access to Applications in source code or unlocked code with comments
• attempt in any way whatsoever to remove or circumvent any technical protection measure (TPM)
• To use the Applications to provide services to third parties or to license, sell, rent, assign, distribute, display, disclose, commercially exploit or otherwise make the Applications available to any third party.

The Customer undertakes to take all reasonable steps 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. ACCESS PROCEDURES

Access to the Platform and the associated Services requires the opening of an Account using the Identifiers, which will be opened by TECH 4 TEAM using the information form 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 are deemed to originate from the Customer, who is solely responsible for their safekeeping. Any costs arising from unauthorized use of the Account shall be borne by the Customer until such time as the Customer notifies TECH 4 TEAM of such use. TECH 4 TEAM shall in no event be liable for any 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 thus refuse access to the Platform and associated Services:

• A customer whose contract with TECH 4 TEAM was terminated less than one (1) year ago due to a breach of contract;
• To a Customer who has not paid in full any sums due to 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 Customer
In order to enable TECH 4 TEAM to perform the Services in the best possible conditions, the Customer undertakes to : 

• Cooperate with TECH 4 TEAM on all matters relating to the Services, Applications or Platform.
• provide TECH 4 TEAM, at its request, with all documents and information in its possession that are relevant to the performance of the Services
• guarantee TECH 4 TEAM access to all documents, information or media 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;
• take note of notifications sent to it via the Platform
• back up your data regularly 
• authorize TECH 4 TEAM to use its name, company name, logo and an example of a message as a "Customer Reference" for communication or promotional purposes, without any compensation from TECH 4 TEAM.
• authorize TECH 4 TEAM to provide testimonials, the content and presentation of which will be defined in consultation between the Parties.

The Customer further undertakes to comply with all laws, regulations in force, in particular the rgpd, framing sales on the internet (including, without this list being exhaustive the Hamon Law of March 17, 2014, the Law for Confidence in the Digital Economy of June 21, 2004) and/or rules that might prevent, limit or regulate the dissemination of information or data, and without this being exhaustive, to comply with the French Data Protection Act (Loi "Informatique, fichiers et libertés") of January 6, 1978 as amended, codes of good conduct and Netiquette, best practices such as those 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 Internet Service Providers.

It is specified that this obligation extends to compliance with the standards in force in each country targeted by the Customer's website referenced in the Special Conditions. 

The Customer uses the Platform, Services and Applications under its sole and exclusive responsibility.

6.2. Obligations specific to the email and/or SMS marketing service

The Customer guarantees that the information sent via the e-mail 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 country in which the Customer carries on business and in the country in which the persons appearing on the distribution lists reside, or the rights of third parties.

By way of information, and without this list being exhaustive, the sending of e-mails and SMS to customers and prospects is subject in particular to the following rules:

France: Art. 34-5 of the French 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) Regulation 2003

Any use of the Email and SMS Marketing Service that may damage, disable or overload the infrastructure of TECH 4 TEAM and/or its subcontractors or networks connected to TECH 4 TEAM and/or its subcontractors' servers, or that may interfere with other users' enjoyment of the service, is prohibited.

The use of the Email and SMS Marketing Service to sell products or services related to illegal or fraudulent activities or to encourage 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 that encourage violence, is prohibited.

Any use of the e-mail and SMS marketing service contrary to applicable regulations on telemarketing, e-mail marketing, anti-spam, anti-phishing and personal data protection is prohibited.

Any use of the Services in violation of the rights of third parties is prohibited.

In the event of non-compliance with this article, 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 distribute unwanted communications.

The following subjects are prohibited within the framework of the email and SMS marketing service:

• All illegal activities
• Weight loss Loss
• Exchange 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
• Job application
• Political lists (consular, governmental, 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:

• Clairvoyance and astrology
• Betting and other gambling activities
• Dating services
• Communications with contacts acquired from social networks such as LinkedIn and Viadeo
  
  

Anti-spam rules : 

TECH 4 TEAM uses strictly Opt-In databases. This means that customers using the e-mail and/or SMS marketing service are required to obtain the explicit prior permission of their subscribers before adding them to their databases. TECH 4 TEAM therefore does not send unsolicited e-mail, nor does it 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 e-mail addresses to receive a newsletter, or members of the customer's organization.

Rejected lists: Purchased or rented databases 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 the present article may result in the temporary suspension or automatic termination of the Contract.

In any event, the Customer shall be obliged to pay all sums set out in the Special Conditions, and to publish or cause to be published, at TECH 4 TEAM's discretion, any 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. TECH 4 TEAM'S OBLIGATIONS

7.1. Hosting
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 cannot 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 said traffic and related sales.

The Platform and 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 makes every effort to ensure that the Platform, which is the subject hereof, is available and can be accessed by the Customer. 

TECH 4 TEAM guarantees 99% monthly availability. This ratio is calculated according to the following formula:

Availability: TMEI / (TMEI + TMR)

Where:

• TMEI (Mean time between service interruptions) is the average time of availability of the solution between two interruptions;
• TMR: (Mean Time To Repair) is the time required to restore the solution's availability.

However, TECH 4 TEAM shall not be held liable for any disruptions, interruptions and/or anomalies beyond its control that may affect transmissions via the Internet and, more generally, the communications network, regardless of their extent or duration.

It is further specified that TECH 4 TEAM may interrupt access to all or part of the Services for maintenance purposes, to improve and install new functionalities, to audit proper operation or in the event of a malfunction or threat of malfunction. 

TECH 4 TEAM shall inform the Customer by any means and at least 7 days in advance of any upgrade maintenance operations.

In such cases, TECH 4 TEAM shall not be liable to the customer for any compensation or damages whatsoever.

7.2. Maintenance

Corrective maintenance

TECH 4 TEAM provides corrective maintenance for the Platform. TECH 4 TEAM also provides the Customer with a support service available on 06.84.38.56.33, or at the following e-mail address kevin.vitoz@tech4team.fr at the following times:

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 should be addressed. 

TECH 4 TEAM undertakes to resolve bugs within the following timeframes:

If TECH 4 TEAM fails to meet these deadlines, it may be subject to penalties according to the following table:

Upgradeable maintenance

TECH 4 TEAM is responsible for the ongoing maintenance of the Platform and will inform the Customer via his Account or by any other means prior to the introduction of a new version of one or more Applications. Customers are reminded that they have no right to maintain previous versions.

7.3. Security

TECH 4 TEAM undertakes to do its utmost 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. In application of 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 in application of 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 are destroyed by TECH 4 TEAM in the event of termination of the relationship for any reason whatsoever. 

Furthermore, with regard to the anonymized aggregated data referred to in Article 11.2 (ii), TECH 4 TEAM will retain this data with a view to improving its Services. 

Without this relieving the Customer of its obligation to make backups, TECH 4 TEAM shall make regular backups of all data hosted on the Platform as a precautionary measure.

With regard to the e-mail and SMS service, TECH 4 TEAM archives all messages sent or received via its dedicated platform. Distribution lists are maintained as long as the Customer correctly maintains and updates his/her Account. 

ARTICLE 8. LIABILITY

TECH 4 TEAM may be held liable by the Customer if the Customer has previously notified TECH 4 TEAM of the alleged breach by registered letter with acknowledgement of receipt and TECH 4 TEAM has not responded within thirty (30) days of receipt of this formal 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 on the part of TECH 4 TEAM, TECH 4 TEAM may offer the Customer a new Service at its own expense.

Under no circumstances shall TECH 4 TEAM be held 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 their consequences, related to the present contract or its performance. The Customer shall be solely liable for any direct or indirect, material or immaterial loss or damage caused to TECH 4 TEAM or third parties by the Customer or any of the Customer's employees as a result of the Customer's use of the Platform, Applications and associated Services.

In any event, it is expressly agreed between the Parties that should TECH 4 TEAM be held liable in connection with the performance of this Contract, such liability shall be limited, for all damages and claims, to the sums paid by the Customer under this Contract over the last twelve months. 

The Parties expressly agree that TECH 4 TEAM may use external service providers or partners to carry out all or part of the Services and in particular certain Services. In such cases, the Customer shall be informed on request of the guarantees and level of service offered by the external service provider, which shall be enforceable against the Customer. In any event, TECH 4 TEAM will remain the Customer's sole contact in the event of subcontracting, and will 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 event, the liability ceiling stipulated in the previous paragraph will also apply in this case.

In the case of the email and SMS marketing service, TECH 4 TEAM does not systematically control the content of messages sent by the Customer to its distribution lists, which remain the Customer's responsibility. Under no circumstances shall TECH 4 TEAM be held liable to any third party for any loss or damage whatsoever resulting from the sending of emails or SMS on behalf of the Customer. The Customer is therefore solely responsible for the content of the emails and SMS sent to its distribution lists as part of the performance of the Service. The Customer indemnifies TECH 4 TEAM against all claims, damages and actions by third parties arising from any breach by the Customer of these General 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 the present clause shall continue to apply even in the event of termination of the present contract by a final court decision. 

These provisions establish a division of risk between TECH 4 TEAM and the Customer. The price of the Services set out in the Special Conditions reflects this allocation as well as 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 employ, directly or through intermediaries, any employee of the other Party. This undertaking 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, the parties agree that the penalty invoiced 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 :

• all information and data of any kind made available to TECH 4 TEAM in the context of the present contract, including customer data.
• 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 Institut National de la Propriété Industrielle or another official registration body

  With regard to the use of the Service for sending marketing emails and/or SMS, the Customer guarantees TECH 4 TEAM :

• that it has full power and authority 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, by assignment to a third party or by any other means, any act likely to compromise the use of intellectual and industrial property rights;

• that it has not introduced or will not introduce into its campaigns any sequence, reproduction or reminiscence likely to infringe the rights of third parties;
• no litigation or lawsuit is pending or about to be filed involving intellectual property rights.
  
  10.2. Property of TECH 4 TEAM

The Customer acknowledges that the Platform, the Applications and the associated Services, as well as the technology and content relating thereto, are the property of TECH 4 TEAM.

The trademarks, logos, slogans, graphics, photographs, animations, videos and texts contained on 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 agrees not to:

• adapt, correct, modify or reproduce in whole or in part the Platform, the Applications and/or the associated Services, or the media and technological resources made available as part of the Services.
  
  

In the event of specific developments by TECH 4 TEAM, in particular if the Customer chooses additional Services enabling him to benefit from customised optional services, it is reminded that TECH 4 TEAM shall be the sole owner of said specific developments unless expressly stipulated otherwise in the quotation submitted to the Customer.

ARTICLE 11. PERSONAL DATA

Each of the PARTIES guarantees the other that it will comply with the legal and regulatory obligations incumbent upon it in respect of its role in the protection of personal data.

11.1. Regarding processing carried out by TECH 4 TEAM

TECH 4 TEAM is responsible for the processing carried out in the context of the commercial relationship maintained with the Customer under the terms hereof. 

In accordance with the Data Protection Regulations, the Customer may exercise his rights of access, rectification, deletion, limitation, portability, consideration of his instructions in the event of his death, and, where applicable, his right to object to the processing of personal data concerning him, with TECH 4 TEAM by sending an e-mail or a letter to : TECH 4 TEAM - 157 Bd MACDONALD, 75019 Paris

Customers 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 at the Customer's disposal for any further information.

11.2 Concerning processing carried out for the Customer 

            1. General provisions applicable to the subcontracting relationship

TECH 4 TEAM will have the status of subcontractor within the meaning of Article 28 of the European General Data Protection Regulation that came into force on May 25, 2018 (RGPD) regarding data processing implemented on behalf of the Customer in connection with the Service and the Services.

Thus, with regard to the Customer's customer data, among which is personal data within the meaning of Article 2 of the RGPD, it is expressly agreed between the Parties that TECH 4 TEAM :

• will not carry out any data processing operations unless instructed to do so by the Customer, and always under the Customer's sole and exclusive responsibility, 
• Will do everything in its power to ensure the security and confidentiality of the personal data entrusted to it. 
• Shall delete such data in accordance with article 7.4 hereof.
  
  TECH 4 TEAM's subcontracting commitments are detailed in Appendix 3 "Data Protection Agreement".

            2. Concerning the email and/or SMS marketing service

TECH 4 TEAM also undertakes to protect the integrity, confidentiality and administrative, material and technical security of the Customer's personal information relating to the email and/or SMS maketing service.

TECH 4 TEAM also has access to the information contained in the e-mail distribution lists created by the Customer on his Account, as well as to the subject and content of e-mails sent to their distribution lists via the Service. This data is stored on secure servers and is processed for the purpose of providing the subscribed service. With the customer's authorization, the behavior of recipients of these e-mails may be analyzed (monitoring of opening rates, click rates and bounce rates at individual level) in order to improve e-mailing campaigns.

TECH 4 TEAM undertakes not to sell or rent the data contained in the distribution lists.

The personal data contained in the distribution lists may only be disclosed to third parties in the following cases:

• with the Customer's authorization, certifying that the holder of the personal data has authorized such disclosure;
• at the request of the legally competent authorities, upon judicial requisition, or as part of a legal dispute.

As creator of the distribution list, the Customer is responsible for of the processing of personal data contained in this list within the meaning of the RGPD and of Law no. 78-17 of January 6, 1978 on data processing, data files and individual liberties.

In this respect, the Customer guarantees TECH 4 TEAM that it complies with the provisions of this text and in particular:

• that the personal data contained in the file transmitted have been collected and processed in compliance with the provisions of the aforementioned Act;
• where applicable, that the collection and processing have been authorized by the data owner;
• it enables the holders of processed data to exercise their individual right to access, modify, rectify and delete personal information concerning them;
• that it undertakes to ensure that the information is rectified, completed, clarified, updated or deleted if it is inaccurate, incomplete, ambiguous, out of date or if the holders wish to prohibit its collection or use, communication or storage.
  
  TECH 4 TEAM will destroy the file(s) containing the distribution list(s), as well as any media and copies made as part of the processing and routing operations, within a maximum period of 30 days after termination of the contractual relationship.
  
  

Customers can retrieve their distribution lists at any time by clicking on the "export button" in their Account.

            3. Special provisions for anonymized aggregated data

By express agreement, the Customer authorizes TECH 4 TEAM to :

• anonymization of the data processed in the context of the Services, TECH 4 TEAM guaranteeing irreversible anonymization of each item of data, so that it is not technically possible to associate said data, even indirectly, with the Customer's customers or with the Customer himself.
• Autonomous use of said data in its irreversibly anonymized form for statistical purposes with a view to improving the services offered through the Platform.

ARTICLE 12. CONFIDENTIALITY

Each Party undertakes to use the Confidential Information, directly or indirectly, in whole or in part, only for the strict performance of this Contract.

Each PARTY recognizes in advance that any disclosure would seriously harm the interests of the Party which is the victim of the disclosure. Consequently, the latter will be entitled to institute legal proceedings against the other Party, all co-perpetrators or accomplices, and to claim damages and interest in the event that these undertakings have not been fulfilled, for whatever reason.

The confidentiality obligations set forth in this clause shall not apply to all or any part of the Confidential Information to the extent that: 

1. They are or have been made public other than as a result of any act or omission of the receiving party.
2. They were legally held by the other Party prior to their disclosure
3. It has been lawfully disclosed to the receiving party by a third party without restriction on disclosure.
4. They are subject to a legal obligation of disclosure by any competent court, authority or administration. 
   
   

This confidentiality clause shall survive the expiry of the Contract 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 obliged to pay invoices net, without discount and within the deadlines specified in the Special Conditions.

In the event that an invoice is not paid by the due date, TECH 4 TEAM reserves the right to suspend access to its platforms and services, without this suspension being considered as a termination.

In the event of non-payment by the Customer, TECH 4 TEAM may apply late payment penalties calculated as follows:

Late payment penalties = (invoice amount incl. VAT X Applicable statutory rate) x (number of days overdue / 365).

In accordance with the provisions of the French Commercial Code, the Applicable Legal Rate means 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

In the event of late payment, TECH 4 TEAM shall automatically be liable for a flat-rate penalty for collection costs of forty (40) euros. If a direct debit is rejected, TECH 4 TEAM will re-invoice the Customer for the bank charges incurred.

It is also reminded that termination does not release the Customer from any obligations, in particular financial obligations, established prior to termination.

In the case of the e-mail and/or SMS marketing service, it is specified that subscription to this service implies an undertaking by the Customer to pay the price corresponding to the services selected 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 have been invoiced. Additional charges may be applied depending on the Customer's country of residence and applicable laws and regulations.

The Subscription price (including the price of Optional Services subscribed to by the Customer) may be revised in line with the Syntec index (Source: Fédération Syntec - Index measuring changes in the cost of labor for services provided) every year on the anniversary date of the contract between the parties, by applying the following formula:

Pn = Po x (In / Io)".

With :
"Pn" for the price before tax after revision ;

"Po" for the price before tax and before revision;

"In" for the latest SYNTEC index published on the revision date;

"Io" for the latest SYNTEC index published on the date of the previous revision or, failing that, the latest SYNTEC index published on the date the Contract comes into force;

The new Subscription price will apply from the first annual or monthly invoice provided to the Customer after this revision.

ARTICLE 14. DURATION

The Contract is entered into 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 prior to the anniversary date of said commitment.

ARTICLE 15. SUSPENSION - TERMINATION

15.1. Suspension and termination

Suspension

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; The customer will be notified of this decision by registered letter with acknowledgement of receipt.

The suspension may be lifted within a maximum of three (3) working days from 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.

Cancellation

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 such termination shall take place ipso jure, seven (7) days after a formal notice to perform has been sent, to no avail. The formal notice, which must state the alleged grievances and the obligations alleged to have been breached, will be sent by registered letter with acknowledgement of receipt.

TECH 4 TEAM may also automatically terminate the Contract in the event of the Customer's receivership or liquidation, the Customer's takeover by a third party, or the transfer of the Customer's business to a third party.

The Customer may terminate the contract in accordance with the terms and conditions set out in the Special Conditions.

15.2. Consequences of termination

Termination of the Contract immediately entails :

• the deletion of customer data used in the context of the Service or Services
• 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 will result in the return to TECH 4 TEAM by the Customer of all documents transmitted in connection with the performance of the Agreement.

In the event of unilateral termination of the Contract by the Customer, where the Services as a whole have been agreed for a fixed term, the Customer shall pay TECH 4 TEAM a termination indemnity equal to the amounts remaining due until the end of the commitments entered into. This compensation is payable within thirty (30) days of notification by registered letter with acknowledgement of receipt of the unilateral termination.

The sections on Intellectual Property, Confidentiality, Liability and Personal Data shall remain in force in the event of termination of the present contract for a further period of five (5) years, unless otherwise expressly stipulated or provided for by law or regulation.

ARTICLE 16. GUARANTEES

Each Party undertakes to and guarantees the other Party:

1. That it has the power and authority to enter into the present Contract, and that it will secure and maintain, during the course of the relationship, all possible authorizations necessary for the performance of its obligations
2. 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 
3. That it will perform its obligations under this Agreement in accordance with all applicable laws and with reasonable care and skill.
4. That it will not do or omit to do anything that may result in a breach by the other Party of any applicable law or regulation. 
5. That it will not denigrate the other Party
   
   

The Customer accepts that the Platform and the associated Applications and Services have not been developed with a view to satisfying the Customer's individual requirements. In this respect, the Customer, who is an informed professional, is responsible for ensuring that the Platform, Applications and associated Services comply with his needs, requirements and constraints.

TECH 4 TEAM guarantees the Customer peaceful enjoyment 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

Under no circumstances do these General Terms of Service confer upon TECH 4 TEAM or any of its team members the status of employee, agent, representative or representative of the Customer. The Parties further declare that these General Conditions of Service may under no circumstances be considered as an act constituting a legal entity or any other legal entity, and that any form of "affectio societatis" is formally excluded from their relationship.

No indication or document may give rise to obligations not included in the present General Terms of Service unless they have been the subject 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, signature of the Contract implies 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 deemed to be an original writing and binding on the Parties.

In the event of any difficulty of interpretation between any of the headings appearing at the top of the clauses and any of the clauses, the headings will be declared non-existent. 

If any provision of these General Terms of Service is invalid under any applicable law or regulation and/or any court decision having the force of res judicata, such provision 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 breached their obligations if they are prevented from performing all or part of them as a result 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 force majeure within the meaning of French case law.

In particular, force majeure in contractual matters occurs when an event beyond the debtor's control, which could not reasonably have been foreseen when the Contract was concluded and whose effects cannot be avoided by appropriate measures, prevents the debtor from fulfilling its obligation.

In this respect, the Parties expressly agree that restrictions imposed by the legislative or executive authorities in connection with the management of health crises such as the COVID-19 epidemic do not constitute force majeure under the Contract.

The defaulting Party will make 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, performance of the Contract will be suspended until the said event has ceased. However, should the event of force majeure continue beyond one (1) month, either Party shall be entitled to terminate the Contract by registered letter with acknowledgement of receipt, with immediate effect.

18.2 Foreseeability

Each of the Parties declares that, in view of the period of negotiations which preceded the conclusion of the Contract and which enabled it to commit itself with full knowledge of the facts, and of the reciprocal counterparties agreed in terms of the provision of services and their financial counterparties, it expressly waives its right to avail itself of the provisions of article 1195 of the French Civil Code and of the unforeseeable circumstances provided for therein, undertaking to assume its obligations even if the contractual balance is upset by circumstances which 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

These General Terms of Service are governed by French law.

In the event of any dispute arising between the Parties concerning the interpretation, performance or termination of these General Terms of Service, the Parties shall endeavor to settle the dispute 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 THE INTRODUCTION OF THIRD PARTIES, INCLUDING FOR EMERGENCY PROCEDURES OR PROTECTIVE PROCEDURES, IN SUMMARY PROCEEDINGS OR BY PETITION.