BOOST MY MAIL, a simplified joint-stock company with a capital of € 100,000.00, having its registered office at 10 boulevard du Zenith in Saint-Herblain (44800), registered with the Nantes trade and companies register under the number 835 398 272, represented by A5Groupe (hereinafter the “Supplier”), is the publisher of an innovative e-mail signature keypad management solution exclusively for professionals, called “Boost My Mail” (hereinafter referred to as the “Supplier”). “Solution”).
The Solution allows the Supplier’s professional customers, depending on the chosen offer, to implement one or more uniform signature blocks for their employees and to manage e-mail communication banners.
The Supplier offers the Solution as an online service (in SaaS mode for Software as a Service), which enables its business customers to use its features remotely, via an internet browser and their system. courier, in return for the payment of a periodic fee.
The Supplier makes available to professionals interested in the Solution, on its website at www.boostmymail.com, the essential information relating to the latter and its offers. The Supplier is also at their disposal to provide them with any additional information and to answer their questions.
Any professional interested in the Solution is therefore responsible to consult the available information and to inquire, if necessary, from the Supplier, to ensure the adequacy of the Solution to its needs, prior to the conclusion of the contract with the Supplier as follows.
ARTICLE 1. FORMATION OF THE CONTRACT
The present general conditions of service (hereinafter the “CGS”) and the particular conditions relating to the selected offer, the duration of the contract, the perimeter of the users of the Solution and the amount of the periodic fee are systematically presented and subject to the express acceptance of any professional during the creation of his account on the Supplier’s website available at www.boostmymail.com.
The acceptance of the CGS and the special conditions forms the contract (hereinafter the “Contract”) between the Supplier and the professional identified by the information provided by him on that occasion (hereinafter the “Customer”).
In case of contradiction between the provisions of the CGS and the special conditions, the provisions of the CGS prevail.
The Contract constitutes the entirety of the existing commitments between the Parties. It replaces and cancels all oral commitments or prior written documents relating to the subject of the Contract, as well as any previous contractual documents that may apply to this purpose, in particular the Customer’s general terms and conditions of purchase.
ARTICLE 2. DEFINITIONS
Capitalized terms in the Agreement, whether used in the singular or the plural, shall have the meanings given to them below.
Administrator means the natural person under the responsibility of the Client (corporate officer or employee) who is authorized by it to access the management interface of the Solution and use the features available on this interface. The Administrator is by default the natural person under the responsibility of the Customer who creates the account of the latter on the Supplier’s website available at www.boostmymail.com
Anomaly means any malfunction of the Solution, attributable to the Solution, reproducible and documented by the Client, preventing the Customer from using the Solution or its essential features.
Contract means the set of CGS and special conditions relating to the chosen offer, the duration of the Contract, the number of Licenses and the amount of the periodic fee.
Data means Customer’s digital data replicated in the Solution and processed by the Solution.
License means the right of use assigned to a User and corresponding to his account (address) email.
Services means all the services defined in Article 5, provided to the Customer by the Supplier under the Contract.
Solution means the online software solution called “Boost My Mail” whose main features, depending on the chosen offer, generate one or more signature blocks and uniform communication banners for Users.
Tenant means the particular environment, in the pooled instance of the Solution, made available to the Client and isolated from the environments of the other Clients.
Users designate the natural persons placed under the responsibility of the Client (corporate officers, employees, agents, etc.) who benefit from the essential functionalities of the Solution through their email client. An e-mail account (address) managed by the Solution corresponds to a User.
ARTICLE 3. PURPOSE
The purpose of the Contract is to provide the Services, by the Supplier, for the benefit of the Customer, in return for payment by the latter of a periodic fee, under the conditions and according to the terms and conditions set out below.
ARTICLE 4. EFFECT, DURATION AND RECONCILITIONS
The Customer may choose, in the particular conditions, a Contract of a duration of one (1) month or a duration of one (1) year.
4.1. CONTRACT OF ONE MONTH
The Contract takes effect from the acceptance of the CGS and the special conditions by the Customer, for a period of one (1) month, from date to date.
The Agreement shall be renewed automatically for one (1) month period, unless terminated automatically and without judicial formalities of a Party before the end of the current contractual period.
4.2. ONE YEAR CONTRACT
The Contract takes effect from the acceptance of the CGS and the special conditions by the Customer, for a duration of one (1) year.
The Agreement shall be renewed automatically for periods of one (1) year, unless terminated automatically and without judicial formalities of a Party before the end of the current contractual period.
4.3. TERMS OF TERMINATION
The Customer may terminate the Agreement by simply closing its account opened on the Supplier’s website. The termination will take effect at the end of the current contract period.
The Supplier may terminate the Agreement by simply giving written notice to the Customer, giving at least eight (8) days notice before the end of the current contractual period when the Contract is for a duration of one (1) month, and at least one (1) month before the end of the current contract period when the Contract is for one (1) year.
ARTICLE 5. DESCRIPTION OF SERVICES
5.1. SUPPLY SOLUTION
The Supplier provides the Solution to the Customer, remotely, via the Internet, as an essential obligation of the Contract, within the limits of the right of use referred to in Article 10.2.
The Administrator accesses the management interface of the Solution via the address provided by the Provider and using the email address, which is his identifier, and the password that he entered when the creation of the Customer’s account.
The Administrator freely uses the Solution’s management interface, in particular to manage the Customer’s email signature pad (s) and the banners to be inserted at the bottom of the email.
The Administrator may also create, under the sole responsibility of the Customer, other authorized Administrator accounts to access the Solution management interface using their e-mail address and the password provided. by their care during the first access to their account.
Users benefit from the essential features of the Solution by using their email client. In the case where the Users are equipped with the Microsoft Outlook email client, the Customer is responsible for the installation of the software module provided by the Supplier on these clients.
The Customer is informed and acknowledges that the Solution is accessible remotely via a network open to the public, the Internet, over which the Supplier has no control. The Customer is also informed of the technical risks inherent to the Internet and the access interruptions that may result. Consequently, the Supplier will not be held responsible for any unavailability or slowdown of the Solution related to the internet. The Supplier does not guarantee the continued availability of the Solution.
5.2. SUPPLY SUPPORT
The Provider provides the Customer with a dedicated support service for the Administrators, which is intended to answer their questions and assist them with the use of the Solution’s management interface.
Support is available to Directors from Monday to Friday, on business days, from 9:00 am to 12:00 pm and from 2:00 pm to 6:00 pm Paris time, by telephone at 02.52.32.11.11 or by email at email@example.com.
5.3. STORING AND BACKING UP DATA
The Supplier ensures the storage and backup of Customer Data that is processed using the Solution.
The data includes:
the graphic elements constituting the signature blocks and, if applicable, the banners, which are stored in the Content Delivery Network (CDN) of the Solution;
the personal data of the Users extracted from the digital directory of the collaborators, natural persons placed under the responsibility of the Customer, which are stored in the database of the Solution.
The Data stored in the Solution is encrypted. In addition, the Solution (in its entirety) is itself backed up once (1) a day.
However, the Supplier draws the Client’s attention to the fact that the Solution is not a solution dedicated to the storage and backup of data and must not be used as such. Therefore, the Customer must keep, on his computer system, the Data that is stored in the Solution for the purposes of their processing, and ensure the backup.
Furthermore, the Customer is informed and acknowledges that the Supplier has no control over the internet network through which the Solution is accessible, so that it can not be held liable for any damage resulting from of such a network. The Customer is also informed that, in the current state of the art, no security measure makes it possible to exclude all risks of loss, alteration, diversion or interception of data circulating on such a network. , or any risk of intrusion on any infrastructure connected to such a network and of breaching the integrity, confidentiality and, more generally, the security of the data hosted therein. In these circumstances, the Supplier does not guarantee the absence of any breach of the integrity, confidentiality and, more generally, the security of the Customer’s Data.
ARTICLE 6. ACCOMMODATION AND MAINTENANCE OF THE SOLUTION
The Supplier is responsible for the hosting, uploading and maintenance of the Solution. These are transactions carried out freely by the Supplier for the purpose of supplying the Customer with the Services referred to in Article 5. As a result, the Supplier shall not incur any obligation to the Customer regarding these operations, the only obligations of the Supplier vis-à-vis the Customer relating to the provision of the Services defined in Article 5.
However, the Supplier informs the Customer that the Solution is hosted on the Microsoft Azure platform, which also ensures that the Solution is online. The Solution is accessible only to the authorized employees of the Supplier who supervise, administer and maintain it.
The Solution provided to the Customer under the Agreement has a dedicated Tenant on the Microsoft Azure platform.
The Supplier is responsible for the preventive, corrective and evolutionary maintenance of the Solution. In this regard, the Supplier is free to perform any maintenance operation to prevent potential malfunctions, to develop and install patches to correct malfunctions and to develop and install updates and new versions of the solution.
The Customer may inform the Supplier of any Anomaly of the Solution. In this case, the Supplier will do its business corrective maintenance operations to resolve the Anomaly.
Access to the Solution may be suspended for the purposes of administering or maintaining the Solution. In the case of planned interventions, the Supplier informs the Client at least forty-eight (48) hours before the intervention and it is carried out as far as possible to periods likely to minimize the inconvenience, account given the time zone of France. In the case of unplanned urgent interventions, the Supplier endeavors to inform the Customer as soon as possible.
ARTICLE 7. FINANCIAL CONDITIONS
The Customer undertakes to pay the Supplier the monthly or annual fee referred to in the Special Conditions of the Contract, in consideration for the possibility of benefiting from the Services referred to in Article 5.
In the case of an annual contract, the annual fee is due in the future. In the case of a monthly contract, the monthly fee is payable in arrears. Any contract period started is due in full.
The amount of the fee is determined according to the prevailing tariffs of the Supplier, which depend on the chosen offer and the duration of the Contract, and the number of Licenses subscribed.
In the event of an increase in the number of Users during the Contract, the Customer undertakes to subscribe the number of additional licenses corresponding and to pay the Supplier the relevant fee.
In the case of an annual contract, an additional fee is due in the future. Its amount is determined according to the current prices of the Supplier, the number of additional Licenses and the remaining time to run over the current annual period. In the case of a monthly contract, the amount of the monthly fee due in arrears takes into account the number of additional licenses.
In the event that the Customer increases the number of Users during the Contract without subscribing the corresponding number of Additional Licenses, the Customer agrees to pay the Supplier the relevant fee. Regardless of the duration of the Contract, a monthly fee is payable in arrears. Its amount is determined according to the monthly rate of the offer chosen by the Customer and the number of additional Users. When the Contract is monthly, the monthly fee includes this amount for Additional Users.
In the event of modification of its current tariffs, the Supplier communicates them to the Customer at least one (1) month before the end of the current contractual period. In case of renewal of the Contract, the new rates apply to determine the amount of the fee for the coming contractual period.
Any increase in the number of Licenses during the current or future contractual period, for the coming contractual period, gives rise to new special conditions which are incorporated into the Contract.
The Supplier charges the fee when it is due.
Royalties are billed in euros excluding taxes and are increased by applicable taxes at the rate in effect on the date of billing. The billing address is the address of the Customer’s registered office.
Supplier’s invoices are payable upon receipt.
In the absence of payment of an invoice at the due date, the Customer shall be liable, ipso jure and without formal notice, late penalties of an amount equivalent to the application to the unpaid amount of an interest rate. equal to three (3) times the legal interest rate.
In addition, the Supplier may suspend the execution of the Services until payment by the Customer of the amount due.
The Customer shall also be liable for a lump-sum indemnity of forty (40) euros and all expenses reasonably incurred by the Supplier to recover the amount due. These expenses include legal and judicial costs as well as collection costs.
Any dispute concerning an invoice from the Supplier must be substantiated and notified in writing within fifteen (15) calendar days from the date of receipt. After this period, the Customer will be deemed to agree with the invoice sent to him and no dispute will no longer be accepted by the Supplier.
Any services requested by the Customer, not included in the scope of the Services defined in Article 5, will be billed separately and, if applicable, a prior proposal from the Supplier.
ARTICLE 8. OBLIGATIONS OF THE PARTIES
8.1. OBLIGATIONS OF THE SUPPLIER
The Supplier undertakes to provide the Services defined in Article 5 with the utmost care and in accordance with the rules of the art in the computer field.
8.2. CUSTOMER OBLIGATIONS
The Customer undertakes to pay the price referred to in Article 7 as an essential obligation.
The smooth running of the use of the Solution, and more generally the execution of the Services, requires the collaboration of the Customer. Accordingly, the Customer undertakes to communicate to the Supplier, spontaneously or at his request and as soon as possible, all information and documents that would be useful for the proper performance of the Services, in particular the provision of support. Likewise, the Customer undertakes to inform the Supplier, spontaneously and as soon as possible, of any event that could hinder the proper execution of the Services.
The Customer also agrees to collaborate with the Provider to interface the Solution to the Client’s User Directory. Otherwise, the Customer agrees to provide the Supplier, as soon as possible, with an export file of the Data relating to the said Users in the format indicated by the Supplier so that it can integrate this Data in the database of the solution.
The Customer is responsible for the implementation of all means necessary for remote access and use of the Solution as well as the installation of the software module communicated by the Supplier in the email clients.
The Customer undertakes to use the Solution in accordance with its purpose, in compliance with the terms of the Agreement, the applicable laws and regulations and the rights of Users and third parties, in particular rights relating to the processing of Users’ Personal Data.
The Customer is solely responsible for the security, confidentiality and use of the Administrators’ login and password. To this end, the Customer is invited to implement the password security recommendations of the National Agency for the Security of Information Systems. The Customer also undertakes to ensure that only the Administrators have access to their username and password and that they also ensure their security and confidentiality.
In addition, any access to the Solution using the identifier and password of an Administrator will be deemed made by the latter. In this case, the Customer will also be solely responsible for all acts performed on and through the Solution and any resulting harmful consequences and relieves the Supplier of any liability in this regard.
The Customer undertakes to immediately notify the Supplier of any unauthorized access to an identifier, a password or the Solution so that the Supplier may take any appropriate protective measures in agreement with the Customer.
Customer warrants that Administrators and Users will comply with all terms of the Agreement. As such, the Customer will be liable for any damage caused to the Supplier or to a third party by a breach by a Director or a User of an obligation of the Customer under the Contract.
ARTICLE 9. PERSONAL DATA
9.1. Personal data processed by the Supplier on its behalf
The Supplier registers the personal data (name, surname, company, professional details) of the Administrator who creates the account of the Client and any other Administrator or contact person natural person at the Customer.
The Supplier processes this personal data for the purposes of providing the Services, managing the Contract, billing management, collection and, more generally, for the purposes of the relationship with the Customer. This processing is thus based on the execution of the Contract.
The above personal data are intended solely for the corporate and employee representatives of the Supplier in charge of these tasks. They may be forwarded to contractors of the Supplier involved in these tasks.
The Supplier keeps this personal data for a period of three (3) years from the end of the Contract. The Supplier then keeps in intermediate archives personal data necessary for the exercise of a right and the proof of this right for the duration of the applicable limitation periods or in accordance with the legal obligations to which it is subject.
The Supplier stores this personal data on the servers of the Microsoft Azure platform located in the territory of the European Union, so that they benefit from the level of protection existing in this territory.
In accordance with the law applicable in France to the protection of personal data, namely the law of 6 January 1978 relating to data, files and freedoms as amended by subsequent laws and the Regulation of 27 April 2016 on the protection of personal data. protection of individuals with regard to the processing of personal data and the free movement of such data (hereinafter the “Applicable Law”), the Administrator (s) and any other natural person concerned by this processing of personal data may, subject to the limitations and conditions of the Applicable Legislation:
obtain communication and, where appropriate, rectification or erasure of his personal data;
obtain the limitation of the processing of his personal data;
oppose the processing of his personal data for legitimate reasons;
obtain a copy of his / her personal data in a structured and current format for transmission to another controller;
inform the Supplier of his specific instructions on the fate of his personal data in the event of death; failing this, his heirs may assert their rights under the applicable law, in accordance with the terms and conditions set out below.
The Administrator or the individual concerned may exercise any of these rights by contacting the Supplier at Boost My Mail, 10 boulevard du Zenith, 44800 Saint-Herblain FRANCE, and providing proof of identity. Expenses related to the exercise of these rights, in particular to carry out an extraction or a copy of the personal data, will be invoiced by the Supplier in case of unjustified or excessive request.
In addition, the Supplier may interrupt the supply of the Services or terminate the Contract as of right and without judicial formalities, by registered letter with acknowledgment of receipt, in the event that he no longer has the personal data necessary for its execution by following the exercise of any of the above rights.
The Administrator or the natural person concerned also has the right to lodge a complaint with the CNIL or any other competent supervisory authority in the event of a dispute concerning the above processing of his / her personal data.
The present processing of personal data has been declared to the CNIL in application of the simplified standard n ° 48 and under the number 2154839.
The application Boost My Mail has also been tested by the company Digitemis, specialist in cyber-security. No security flaw has been identified and the separation of user accounts on the SaaS base is complete and absolute.
9.2. Personal data processed on behalf of the Client
The Customer carries out a personal data processing of the collaborators natural persons placed under his responsibility for the needs of the implementation of his electronic mail. The Customer acknowledges that he alone determines the purpose and means of this processing of personal data of his employees, so that he has the quality of responsible for this treatment.
Under the Contract, the Customer instructs the Supplier to process, on its behalf, the Users’ Personal Data using the Solution, so that the Users benefit from the essential functionalities of the User, for the duration of the Contract.
The Customer acknowledges that the Supplier is a subcontractor.
The Personal Data processed by the Solution are at least the first name, last name and e-mail address of the Users.
9.2.1. Customer’s Obligations
The Customer agrees to comply with the obligations placed on the person responsible for the processing of personal data by the applicable legislation.
In this regard, the Customer undertakes to deliver to the Users concerned by the outsourced processing, at the time of collection of their Personal Data, the information provided by the Applicable Legislation, in particular the fact that the Supplier is the recipient of Personal data, and to collect as necessary the consent of the Users concerned as defined by the Applicable Legislation.
Vis-à-vis the Supplier, the Customer agrees to grant access or to communicate to him, as the case may be, the Users’ Personal Data, to document in writing any instruction concerning the subcontracted treatment and to supervise this treatment.
9.2.2. Obligations of the Supplier
The Supplier undertakes to carry out subcontracted processing only on a documented instruction from the Customer. The Supplier undertakes to inform the Customer as soon as possible in the event that it considers that an instruction of the latter contravenes the Applicable Legislation.
The Supplier undertakes to enter the subcontracted treatment in the register it keeps for this purpose.
The Supplier declares that the corporate officers and employees authorized to intervene under the outsourced treatment undertake to respect the confidentiality of the Personal Data in accordance with the obligations of confidentiality referred to in Article 12.
The Supplier undertakes to implement the technical and organizational measures set out below to ensure the security and confidentiality of the Users’ Personal Data, given the low level of risk presented by the outsourced treatment.
Users’ Personal Data is protected by the security measures inherent in the Microsoft Azure platform that hosts the Customer Solution and Content on that platform.
The Users’ Personal Data stored in the Solution’s database is partitioned from third party data due to the existence of a Customer-specific Tenant on the Microsoft Azure platform.
Access to the database containing Users’ Personal Data is restricted to the Directors and the corporate and employee representatives of the Supplier in charge of providing the Services.
Access to the database containing the Users’ Personal Data is protected by a login and a password specific to each person above.
Users’ Personal Data is encrypted and protected against loss by backing up the database containing these Data one (1) time per day.
In the event that the Client wishes, prior to the implementation of the outsourced processing, to carry out an impact analysis of this one on the protection of the Users’ Personal Data and, in case of high risk, to consult the control authority for which the Customer is responsible, the Supplier undertakes to assist him by communicating to him any information in his possession that the Customer may require for these purposes.
In addition, in the event that the Customer wishes to put in place additional measures to ensure the security and confidentiality of Users’ Personal Data on his computer system and the electronic communication network linking him to the Solution, the Supplier shall undertakes to assist him by communicating to him any information in his possession that the Customer may require for this purpose.
The Supplier undertakes to make available to the Customer the documentation that it has compiled to demonstrate that it is complying with its obligations under this article. In addition, the Customer may perform audits of the technical and organizational measures implemented by the Supplier to ensure that it meets these obligations. Customer may not perform more than one (1) audit per calendar year. The Customer shall notify the Supplier of the completion of any audit with a minimum of fifteen (15) days notice. Any audit will be conducted by an independent auditor of the Client chosen by mutual agreement of the Parties, except with the express consent of the Supplier for the audit to be carried out by the Client. The selected auditor will only be able to start his assignment after having signed a confidentiality agreement with the Supplier and the Client defining precisely the scope of his assignment and putting appropriate confidentiality obligations at his expense and at the Customer’s expense. In the event that the auditor’s report reveals a breach by the Supplier of the aforementioned obligations, the Supplier undertakes to remedy this as soon as possible. The costs of the audit will be borne by the Customer.
The Supplier undertakes to assist the Customer, as far as possible, in fulfilling its obligation to respond to requests for the exercise of the rights that the Users concerned by the subcontracted treatment hold of the Applicable Legislation (right). of access, right of rectification, right to limitation, right to cancellation, right to withdraw consent, right of opposition, right to portability of data, right to set guidelines on the fate of personal data to their death).
Under this obligation, the Supplier undertakes to pass on to the Customer, as soon as possible, any request that a User concerned by the subcontracted treatment would form directly with him to exercise a right that he has under the applicable legislation. so that the Customer can respond to this request. The Supplier also undertakes to make as soon as possible, on the Personal Data in its possession, any action that the Client would instruct it to take to respond to any request from a User concerned to exercise a right that it is based on the applicable legislation. In this case, the Supplier may charge the Customer the costs resulting from the processing of this request to the extent permitted by applicable law.
The Supplier undertakes to assist the Customer in the performance of its obligations to notify the breaches of Users’ Personal Data by notifying him of any violation of Personal Data as soon as possible and, if possible within 48 hours, from the moment where he is aware of it and communicating to him any information in his possession that the Customer may require to comply with his notification obligations.
The Supplier is entitled to use another subcontractor (hereinafter the “Subcontractor”) to perform a specific part of the outsourced processing on behalf of the Customer. In this case, the Supplier undertakes to inform the Customer in writing beforehand of the use of a Subsequent Subcontractor or of the change of an existing Subcontractor. For this information, the Supplier will indicate the part of the outsourced processing entrusted to the Subcontractor, the identity and contact details of the Subcontractor and the dates of the subcontracting contract. The Customer will have a period of fifteen (15) calendar days from receipt of this information to oppose in writing the recourse or the change of Subcontractor later. In the absence of written opposition within this period, the subsequent recourse or change of Subcontractor will be deemed to have been accepted by the Customer.
The Supplier undertakes to use its best efforts to subject any Subcontractor to the same obligations as those incumbent on it under the Contract. The Supplier shall be liable to the Customer for any breaches of any Sub-Contractor subsequent to these obligations.
On the effective date of the Agreement, the Supplier subcontracts the hosting of Users’ Personal Data contained in the Solution’s database to the Microsoft company that operates the Microsoft Azure platform, which the Customer accepts.
ARTICLE 10. INTELLECTUAL PROPERTY
10.1. Supplier’s intellectual property rights
The Supplier is and remains the owner of all intellectual property rights on the Solution and all elements that compose it, such as programs, texts, illustrations, logos and brands, as well as all the creations produced during the execution. services.
The Contract does not entail any transfer of rights in these elements to the benefit of the Customer, with the exception of the right of use granted to it under Article 10.2.
The Customer undertakes to do nothing and to leave nothing to do that may infringe the aforementioned rights of the Supplier.
10.2. Rights of use granted to the Customer
The Supplier grants the Customer, on a non-exclusive and non-transferable basis, the right to use the Solution, in SaaS mode, via an electronic communication network, by the Administrators and Users and for the duration of the Agreement. .
The right to use the Solution is limited to the number of Subscribed Licenses which must correspond to the number of Users counted per account (address) of electronic mail managed by the Solution. In the event that the Client makes use of the Solution by a number of Users greater than the number of Licenses subscribed, the Client will be considered as a user without right of the Solution, except regularization of the amount of the fee corresponding to the number of Users in surplus.
The Customer is prohibited from performing any acts on the Solution other than the right of use above, under pain of forgery. As such, the Client is prohibited in particular:
use the Solution in a manner inconsistent with its purpose or the terms of the Agreement;
to assign or transfer his right to use the Solution or allow any third party to use the Solution.
10.3. Customer’s intellectual property rights
The Customer is and remains the owner of all intellectual property rights on its Data, including its graphic elements, its corporate name, its brand or its logo, which are processed by the Solution.
The Supplier is authorized to use the Client’s corporate name, its brand and logo as a commercial reference in its communication media, unless the Client objects.
ARTICLE 11. EVICTION GUARANTEE
The Supplier warrants that it has not introduced into the Solution any element over which a third party would have intellectual property rights, without authorization from this third party allowing the Customer to exercise the right granted in Article 10.2.
Accordingly, in the event of a request or action by a third party directed against the Client on the grounds that the Solution would infringe its intellectual property rights, the Customer will inform the Supplier in writing, as soon as possible, of the existence such request or action and shall communicate to the Supplier any information relating to such request or action.
In this case, the Supplier may, at its option and at its expense:
obtain the right for the Customer to continue using the Solution;
or modify the Solution so that it ceases to be infringing;
or to resolve the Contract as of right and without legal formality, in writing addressed to the Customer, by means of the refund of the sums paid by this one for the twelve (12) months elapsed before the request or the action of the third, for indemnity against all damages.
In the event that the Supplier does not implement any of the above solutions, the Supplier shall bear all damages that could be charged to the Customer by virtue of a court decision having the force of res judicata or ‘a transaction, subject to compliance with the following conditions:
the Customer has informed the Supplier as indicated above;
the Customer will actively cooperate with the Supplier in all matters relating to the settlement of the application or action;
the Client will not take any position contrary to that of the Supplier in the direction of the defense or any negotiation for a transaction.
This guarantee of peaceful enjoyment or eviction of the Solution can be applied only if:
the Solution has not been modified by anyone other than the Supplier;
the third party’s request or action does not relate to an item provided by the Client;
the Customer has used the Solution in accordance with the provisions of the Contract.
This clause constitutes the sole remedy of the Customer against the Provider under the guarantee of peaceful enjoyment or eviction.
Supplier expressly excludes any other legal warranties that may apply to the provision of the Solution.
ARTICLE 12. CONFIDENTIALITY
Each Party agrees to maintain strict confidentiality, not to disclose to third parties and not to use for any purpose other than the performance of the Agreement, the information of the other Party specifically identified as confidential, which it has received, that it will receive or of which it will be aware in the framework of the Contract, that they are materialized on a support or dematerialized, except preliminary authorization and written of the other Party.
The confidential information of the Supplier is expressly considered to be all the elements of the Solution that are not public.
Are not subject to this obligation of confidentiality and limited use, the information:
which were already lawfully in the possession of the Receiving Party prior to disclosure by the issuing Party;
that would have been provided to the Receiving Party in a non-faulty and lawful manner by a third party;
who had fallen or would fall into the public domain in a non-faulty and lawful manner;
That the Receiving Party would be obliged to disclose by a legal obligation or an enforceable judicial decision but only to the extent necessary to fulfill this legal obligation or court order and subject to having informed the issuing Party by written as soon as possible after the knowledge of this obligation of disclosure.
Each Party is liable to the other Party for the respect of its corporate officers, the members of its personnel and third parties to whom it has been authorized to disclose confidential information, the respect of this obligation of confidentiality and the limited use.
This confidentiality and limited use obligation will apply for the duration of the Agreement and for the ten (10) years following its expiration or resolution.
ARTICLE 13. RESPONSIBILITIES
13.1. Customer Responsibilities
The Customer is solely responsible for the use of the Solution, the Data that it processes using the Solution and the damages that may result for itself or for third parties. The Customer warrants the Supplier against all liability, costs and damages relating to any action or claim that may be brought by a third party against the Supplier as a result of the use of the Solution by the Customer, due to Customer Data or signature blocks or banners generated from such Data, in particular on the grounds that such use, or Data or the elements derived therefrom, would infringe his rights over the attributes of his personality, his intellectual property rights, the applicable legislation in France on the protection of personal data or any other applicable law or regulation.
13.2. Supplier Responsibilities
The Supplier shall not be held liable for damages suffered by the Customer or third parties in connection with the use of the Solution when such damage has been caused:
by the fact of the Customer, in particular in case of use of the Solution not in conformity with its destination or the provisions of the Contract or applicable laws and regulations;
by the fact of a third party, in particular in case of unauthorized use or intervention on the Solution or in case of commission of offense against the Solution;
or by any event outside the reasonable provisioning and control of the Supplier, including a failure of the Microsoft Azure platform, electronic communication networks or electricity supply.
The Supplier’s liability may only be incurred for foreseeable damage caused directly to the Customer by the Supplier’s failure to fulfill its obligations under the Contract.
As a result, the Supplier will not be held liable for indirect or unforeseeable damages due to the nature of the Solution. By express agreement, are considered as such within the meaning of this clause, the losses of markets, the losses of customers, the losses of turnover or profits, the shortfalls, the increases of costs or expenses as well as the financial consequences of any actions brought by third parties against the Client.
The Supplier’s liability, including in respect of a guarantee, is limited, for all damages, to the amount of the royalty paid by the Customer in consideration for the possibility of using the Solution for the twelve (12) months preceding the damage, given the non-critical nature of the Solution.
In all cases, the Supplier’s liability can not be incurred beyond the expiration of a period of one (1) year from the event giving rise to the damage or from the termination of the Contract for any reason that it would be.
ARTICLE 14. INSURANCE
The Supplier declares to be insured for its professional civil liability with a notoriously solvent company.
The Customer acknowledges being the only one able to foresee and quantify the damage likely to be suffered by him in the event of difficulty arising in the provision of the Services and more generally in the performance of the Contract, the terms and conditions of which were agreed upon. with regard to the above-mentioned responsibilities. As a result, the Customer will do its best to insure against all risks that it anticipates and that are not the responsibility of the Supplier under the terms of the Contract.
ARTICLE 15. ASSIGNMENT
The Customer is prohibited from transferring to a third party the Contract or all or part of its rights and obligations arising from the Contract, in any way whatsoever, directly or indirectly, and in particular without limitation, by assignment of contract , assignment of rights and obligations, lease-management, sale of business assets, sale of business, partial asset transfer, merger or absorption, without the prior written consent of the Supplier. In case of transfer made in violation of this provision, the Supplier may terminate the Contract as of right and without judicial formalities, by registered letter with acknowledgment of receipt.
The Supplier may freely transfer to a third party all or part of its rights and obligations under the Contract, by any means above.
ARTICLE 16. RESOLUTION FOR MISCONDUCT
In the event of a breach by a Party of its obligations under Articles 5, 7, 8, 9, 10, 11 and 12 of the Contract, the non-defaulting Party may terminate the Contract, by operation of law and without judicial formalities, by the sending a registered letter with acknowledgment of receipt to the defaulting Party after a period of fifteen (15) calendar days from receipt by the defaulting party of a formal notice to execute sent by registered letter with acknowledgment of receipt and remained in whole or in part unsuccessful, without prejudice to the damages to which the non-defaulting Party could claim as a result of this breach.
ARTICLE 17. CONSEQUENCES OF TERMINATION OF CONTRACT
In the event of termination of the Contract for any reason whatsoever, the Customer will cease all use of the Solution.
For this purpose, the Supplier will close the Customer’s account on the effective date of termination of the Contract. In addition, the Supplier undertakes, at the Client’s choice notified in writing to the Supplier within thirty (30) days of the termination of the Contract, to destroy or to deliver to the Customer a copy of the last saved backup of its Data stored in the solution. In the absence of a choice of the Client notified within this period, the Supplier will be released from any obligation of conservation and restitution and proceed to the destruction of the Data.
The provisions of the Contract which, by their nature, are intended to survive the termination of the Contract, in particular the provisions of Articles 7, 10, 12 and 13, shall remain in force, as the case may be, for the period indicated therein.
ARTICLE 18. EVIDENCE AGREEMENT
Any data or computer or digital files recorded in the Solution and their operating environment during the execution of the Agreement shall be binding between the Parties for the proof of the facts to which they relate.
ARTICLE 19. GENERAL PROVISIONS
The Contract may be amended only by written amendment duly signed by the authorized representatives of the Parties.
The Contract is devoid of any affectio societatis and will have no effect on the independence of each Party with respect in particular to the exercise of its activity and the pursuit of its corporate purpose, each Party continuing to exercise independently its management , its rights and obligations and to assume its responsibilities.
Any tolerance or waiver by a Party in the application of all or part of the provisions of the Contract, whatever its frequency and duration may be, may not constitute a modification of the Contract, nor may it create any right whatsoever and may not not be interpreted as a waiver of his right to avail himself subsequently of the relevant provisions.
In the event that any provision of the Contract is deemed void, invalid or unenforceable by any law, regulation or court decision that has become res judicata, it shall be deemed unwritten and the other provisions of the Agreement shall remain in full force and effect. strength and their reach. The Parties shall endeavor within one (1) month from the event that led to the invalidity, invalidity or inapplicability of the clause, to agree on the terms of a fair replacement while respecting the spirit and the current economy of the Contract.
ARTICLE 20. APPLICABLE LAW – DISPUTES
The Contract is subject to French law.
IN THE EVENT OF ANY DISPUTE CONCERNING THE TRAINING, VALIDITY, INTERPRETATION, EXECUTION OR TERMINATION OF THE CONTRACT, THE PARTIES SHALL ENDEAVOR TO RESOLVE THIS DISPUTE TO THE AMIABLE, EXCEPT EMERGENCY OR NECESSITY TO TAKE CONSERVATORY MEASURES.
IN THE ABSENCE OF A FRIENDLY SETTLEMENT WITHIN ONE (1) MONTH FROM AN AMICABLE RESOLUTION OF A PARTY ADDRESSED TO THE OTHER PARTY, ANY DISPUTE CONCERNING THE TRAINING, VALIDITY, INTERPRETATION, THE EXECUTION OR TERMINATION OF THE CONTRACT WILL BE SUBMITTED TO THE COMPETENT COURTS OF THE SPEECH OF THE COURT OF APPEAL OF NANTES, SUBJECT TO LEGAL PROVISIONS ASSIGNING TERRITORIAL JURISDICTION TO OTHER COURTS, NOTWITHSTANDING THE PLURALITY OF DEFENDERS OR THE INTERVENTION OF THIRD PARTIES .
THIS ATTRIBUTION OF COMPETENCE IS ALSO APPLICABLE IN THE EVENT OF EMERGENCY PROCEDURES.