General terms and conditions of sale
Version dated 10/10/2025
Deemply General Terms — a brand of the company registresecurite.com. Version dated 10/10/2025. The authoritative version is the signed document: download the GTC as a PDF.
A brand of the company registresecurite.com. The company REGISTRESECURITE.COM, a simplified joint-stock company (SAS) with share capital of €91,450.00, registered with the La Roche-sur-Yon Trade and Companies Register under number 801 693 110, with its registered office at 6, rue Chanzy, 85000 La Roche-sur-Yon (hereinafter the “COMPANY”) makes available to the client (hereinafter defined and referred to as the “CLIENT”) a SaaS platform (hereinafter defined and referred to as the “SOLUTION”) to facilitate the management of the safety of property and people for companies and public bodies (hereinafter defined), all of which are referred to and defined as the “SERVICES”.
These general terms and conditions (hereinafter the “GTC”) and the quotes (hereinafter defined) form a single contractual whole.
Any other document has no contractual value without the express written approval of the parties and is not enforceable against them.
The CLIENT and the COMPANY may hereinafter be referred to individually or collectively as the “PARTY” or “PARTIES”.
Article 1 – Purpose
The purpose of this Contract is to define the conditions under which the COMPANY makes the SERVICES (hereinafter defined) available to the CLIENT on a SaaS basis (hereinafter defined), by subscription, and supplies Equipment (hereinafter defined) where applicable.
Article 2 – Preliminary definitions
Anomaly: means any design, production or technical defect manifesting as reproducible malfunctions of the Solution. Anomalies are of three (3) types: “Blocking”, “Major”, and “Minor”.
Blocking Anomaly: means any reproducible Anomaly that interrupts or prevents, in whole or in part, the operation and/or use and/or performance of the Solution on a critical process or that affects the reliability of the Data. This Anomaly may have a direct or indirect impact on the integrity of the Data managed by the Solution. The combination or repetition of several Major or Minor Anomalies contributing to the same critical process may constitute a Blocking Anomaly.
Major Anomaly: means any reproducible, non-blocking Anomaly that deprives the CLIENT of a vital or major function of the Solution but severely degrades the operation and performance of the Solution.
Minor Anomaly: means any reproducible Anomaly with no significant impact on the use of the Solution that is neither blocking nor major.
Client: means legal entities or natural persons acting in the course of a professional activity who request the provision of the SERVICES and the sale of equipment. Quote: means a quote setting out the prices of the services offered by the COMPANY, relating in particular to the use of the SERVICES and the sale of Equipment (if applicable).
Documentation: means the complete documentation of the SOLUTION, including technical and/or functional documents and the user guide, whose purpose is the formal description of the use, function or technical specifications of the licensed Software made available to the CLIENT and any User for the purpose of using the licensed Software.
Data: means all of the CLIENT’s information entered by it via the SOLUTION or generated by it via the SOLUTION from information entered by it in the format required by the SOLUTION. The Data belongs to the CLIENT and remains its exclusive property.
Pre-existing Elements: means elements of any kind (equipment, devices, documents, information, etc.) belonging to the CLIENT and made available to the COMPANY for the purposes of performing the Services.
GTR: means the guaranteed time to resolution.
Credentials: means the login and password required for Users to access the SOLUTION.
Credentials are unique, personal and confidential and specific to Users. Credentials are communicated to Contractors by Users under the sole responsibility of the CLIENT.
Contractors: means outside persons who need to access the Registers (e.g. a technician for a repair intervention) or persons carrying out inspections (e.g. labor inspectors, safety commission).
Day: unless expressly specified otherwise, the term “day” used herein must be understood as meaning “business day”, based on the French civil calendar.
Licence: means the right to use the SOLUTION granted by the COMPANY. Deliverable: means elements of any kind, tangible or intangible, produced by the COMPANY for the CLIENT in the course of performing the Services. Depending on the nature of the Services, these elements may be intellectual and/or material creations.
Maintenance: means the corrective and evolutive maintenance service for the SOLUTION.
Equipment: means any equipment likely to be used by the CLIENT in connection with the SERVICES (e.g. NFC tags, etc.). Before any purchase from a third party other than the COMPANY, the CLIENT must contact the COMPANY to obtain the technical prerequisites for said equipment that are necessary for the proper functioning of the SERVICES.
Updates: means a version of the SOLUTION containing temporary preventive corrections of Anomalies (patch).
Module(s): means the options offered by the SOLUTION, namely:
Safety register: means a digital document containing the history of safety inspections and periodic technical checks and the results of the inspections (observations, requirements, formal notices, objections, etc.).
Building management: means a digital document in which all the elements that allow the operator to track events related to the construction and operation of a building are recorded, as well as a digital document in which all development and construction projects can be tracked step by step.
Accessibility register: means a digital document in which all of the establishment’s accessibility events are recorded, namely in particular general information, accessibility schedule, information about the establishment, useful addresses – emergency services, service providers, assessment, actions to be taken, etc.
Fire permits: means a digital document containing all the information necessary for carrying out hot work. This register benefits from the electronic signature of all parties.
Prevention plan: means a digital document in which all the information defining the rules for outside companies is recorded. This register benefits from electronic signature.
Visitor register: means a procedure for managing the flow of people present in an establishment.
DUERP: means a digital document in which all the risks to employees can be identified. It also allows action plans to be created and the PAPRIPACT to be generated.
- Health booklet: means a digital document in which all health readings can be recorded.
Forms: means a digital document in which all information not available in the Solution can be created and recorded.
This list is not exhaustive and may be supplemented as the features that the COMPANY offers to the CLIENT evolve.
New version: means a version of the SOLUTION that includes a modification of existing features. A new version may be minor or major. It is agreed between the Parties that the COMPANY undertakes to the CLIENT to ensure backward compatibility of any new version.
Service Levels or SLA: means the service quality levels applicable to the SOLUTION to which the COMPANY commits to the CLIENT, allowing it to use the SOLUTION peacefully.
Free quotas: means any limits that may apply to the Free Version (for example storage volume, number of Users, volume of actions).
SaaS: means a mode of remote access to the SERVICES via the Internet.
Services: means the management and tracking software tools made available to the CLIENT, by subscription, via the SOLUTION accessible in SaaS mode.
Solution: means the web SOLUTION accessible in SaaS mode via the Credentials at the following address: https://app.registresecurite.com or any URL that may be substituted for it by the COMPANY. Through the SOLUTION, the User accesses the SERVICES. Use of the SOLUTION is subject to compliance with the technical prerequisites communicated by the COMPANY, namely in particular:
The use of internet browsers whose names and versions are communicated to the User when logging in to the SOLUTION.
A minimum internet download speed and a minimum internet upload speed.
The SOLUTION is optimized for use on computers, smartphones and tablets.
Workaround: means any temporary or permanent measure that may be implemented by the COMPANY where it is impossible to correct an Anomaly within the contractual SLA deadlines and that prevents said Anomaly from being an obstacle to the CLIENT’s operation and use of the SOLUTION.
Territory: means all the countries where the CLIENT’s establishments / brands are located.
Designated Users: means the persons authorized by the CLIENT to use the SOLUTION.
Free Version: means the COMPANY making the SOLUTION available, without subscription fees, for an indefinite period, with limited features compared to the paid subscription. The list of modules and features included in the Free Version, as well as their quotas and limitations, is communicated to the CLIENT when the account is created and may change at the COMPANY’s discretion.
Major version: means each new version corresponding to a level of major feature evolution of the SERVICES. They are identified by the number to the left of the point (e.g. 3.0).
Minor version: means each new version corresponding to a level of minor feature evolution of the SERVICES. They are identified by the first decimal (e.g. 3.1.1).
Article 3 – Description of the paid subscription to the services
The subscription to the Services in SaaS mode, in return for payment of the price per User provided for in Article 11, includes:
Remote access and the right to use the SERVICES Hosting and backup of the Data on the COMPANY’s server (including 10 GB of Data storage) Maintenance User support Updates and evolution of the SOLUTION
3.1 Remote access
The CLIENT accesses the Services in SaaS mode via the SOLUTION.
The CLIENT is responsible for managing the Credentials that allow Users to access and use the SERVICES. It undertakes to implement reasonable means to preserve their security.
The COMPANY, in turn, undertakes to put in place appropriate technical and organizational measures to guarantee the security of access to the SOLUTION.
In the event of unauthorized access or misuse of the Credentials, the COMPANY and the CLIENT will cooperate actively to determine its origin and put an end to the intrusion.
If the CLIENT becomes aware of unlawful access, it will inform the COMPANY as soon as possible. In return, the COMPANY will also inform the CLIENT of any abnormal activity or suspicious connection attempt detected on its infrastructure.
3.2 Right of use
The COMPANY grants the CLIENT, for the duration of the Contract and of the reversibility operations, on a personal and non-transferable basis, a non-exclusive right to use the Services in SaaS mode, within the limits of the acquired rights stated in the Purchase Order.
Accordingly, the Services must be used:
In accordance with the provisions of the Contract and with the requirements set out in the Services operating documentation provided, where applicable, to the CLIENT, By a User authorized by the CLIENT.
Any unauthorized use of the Services by the CLIENT is unlawful pursuant to the provisions of Article L. 122-6 of the French Intellectual Property Code. Accordingly, the CLIENT refrains from any type of use not expressly provided for by law and/or not expressly authorized by this Contract.
3.4 Data backup
The hosted Data will be backed up periodically. The practical arrangements for carrying out this backup are available on request. The backups made are intended to protect the CLIENT against total or partial loss of its Data and of the elements needed for the operation of the SERVICES. The CLIENT is nevertheless encouraged, for its part, to make regular backups of its Data on its own backup media.
3.5 User support
The COMPANY provides support to the CLIENT and its Users on any question relating to the use of the SERVICES. This support consists of providing, by telephone, online chat or email, to the Users designated by the CLIENT (provided that they have first completed the training) the explanations they need to use the various features of the SERVICES.
The COMPANY undertakes to devote the necessary resources to handling requests from the CLIENT and its Users under good conditions and to respond as quickly as possible.
A telephone hotline (available at the telephone number given on the COMPANY’s website www.registresecurite.com), online chat and email support, available from 9 a.m. to 12 p.m. and from 2 p.m. to 5:30 p.m. (French time) Monday to Friday, excluding public holidays. The COMPANY reserves the right to change its hours and will inform the CLIENT of the new applicable time slots by any means it sees fit.
This support is not intended to replace training, which will be offered by the COMPANY, where applicable, as an ancillary service in accordance with Article 5.
Support also does not include entering Data into the SOLUTION, this work being the exclusive responsibility of the CLIENT, apart from any ancillary services on the subject to be provided by the COMPANY in accordance with Article 5.
3.6 Maintenance
As part of its obligation of means, the COMPANY will apply all the care and diligence necessary to provide a quality service.
3.6.1 Corrective maintenance
Maintenance services are provided during the same time slot as the User support provided for in Article 6.
Should maintenance services prove necessary outside the aforementioned time slot, and after the CLIENT has expressly requested them, they will be invoiced at a specific hourly rate, in accordance with the rate in force at the time of the request.
When the CLIENT encounters an Anomaly, it sends the COMPANY a written request by email to the following address, contact@registresecurite.com, describing the Anomaly precisely.
Once the Anomaly has been described by the CLIENT as set out above, the COMPANY undertakes to implement the necessary means to handle the CLIENT’s request and resolve the Anomaly as soon as possible. More specifically, in the event of an Anomaly causing limitations or restrictions in the use of one or more essential functions of the SERVICES, the COMPANY undertakes to acknowledge the request within four (4) to twelve (12) business hours within the aforementioned time slot and undertakes to resolve the Anomaly within forty-eight (48) business hours within the same time slot.
Any intervention due to a fact and/or incident not attributable to the SERVICES will be invoiced to the CLIENT at the rate in force at the time of the intervention.
The following are in particular excluded from the scope of maintenance:
Interventions due to abnormal use by the Users designated by the CLIENT (negligence, handling error, accident, etc.), Failure of any of the elements making up the CLIENT’s/Users’ environment (operating system, other software or software packages, network systems, computers and peripherals, etc.), Maintenance of third-party software.
3.6.2 Evolutive maintenance
Improvements, additions and updates may be made to the SERVICES by the COMPANY during the term hereof. As part of evolutive maintenance, the CLIENT will have access, at the COMPANY’s discretion, to these improvements, additions and updates.
Article 3 bis – Free version
3 bis.1 Purpose and scope The COMPANY may make a Free Version of the SOLUTION available to the CLIENT, without subscription fees, for an indefinite period. The Free Version has reduced features compared to the paid subscription and is provided as is, with no service level commitment.
3 bis.2 Modules and features (scalability) At launch, the Free Version gives access to one (1) of the SOLUTION’s modules. The COMPANY may, progressively, make other modules available and/or change the features of the Free Version (additions, removals, limitations, improvements), at its discretion, without this constituting a substantial modification of the Contract.
The modules and features accessible in the Free Version are reduced compared to the paid version and may differ from the features available in the paid subscription. Backward compatibility of any new version is not guaranteed for the Free Version.
3 bis.3 Access, support and maintenance Access to the Free Version requires the creation of an account and compliance with the technical prerequisites described herein. The COMPANY may provide, at its discretion, limited support (telephone, messaging), with no response-time commitment. Updates and maintenance operations may be deployed without notice and may temporarily affect access or performance.
3 bis.4 Quotas and usage limitations The Free Version may be subject to quotas (in particular storage, number of Users, volume of actions, API calls), performance restrictions and functional limitations communicated at sign-up or in the SOLUTION, which are subject to change. The COMPANY may restrict or suspend access in the event of abnormal/abusive use, repeated exceeding of quotas, or breach of the security or integrity of the SOLUTION.
3 bis.5 Duration and termination The Free Version is granted for an indefinite period. The CLIENT may terminate it at any time from the SOLUTION or by written notice. The COMPANY may terminate it subject to 15 (fifteen) days’ notice, sent by any appropriate means. By exception, the COMPANY may terminate the Free Version immediately in the event of serious breach, fraud, legal/regulatory requirement or proven security risk.
3 bis.6 – Data and reversibility Articles 7 (Ownership/Confidentiality of Data) and 13 (Consequences of the end of the Contract) apply.
The CLIENT is encouraged to export its Data before the Free Version ends. As a fallback, the COMPANY may, at its discretion, provide an export under the conditions of Article 13 (export schema, applicable flat fees). The COMPANY may deactivate access to accounts that have been inactive for more than 60 (sixty) days, after prior notification sent to the CLIENT.
3 bis.7 – Liability and warranties As the Free Version is provided without financial consideration, any compensation for unavailability, alteration of Data (outside public-policy obligations) or any claim relating to a performance defect is excluded, within the limits permitted by the applicable law. The limitations of liability provided for in Article 9 remain applicable.
3 bis.8 – Changes The COMPANY may at any time change the scope, modules, quotas and features of the Free Version, or terminate it, provided it informs the CLIENT subject to 15 (fifteen) days’ notice, sent by any appropriate means. These changes do not affect the rights acquired under a paid subscription taken out separately.
Article 4 – Availability of services in SaaS mode (SLA)
The Services are in principle accessible 24 hours a day, 7 days a week, except in the following cases:
Cases of force majeure as described in Article 15, Cases of maintenance interventions necessary for the proper functioning of the SERVICES.
The COMPANY thus undertakes to use its best efforts to guarantee optimal availability of the SERVICES. However, the COMPANY cannot in particular be held responsible for disruptions or outages not caused by it that affect transmissions over the Internet and, more generally, over the communication network, whatever their extent and duration.
The COMPANY guarantees, outside the aforementioned cases, an accessibility rate of at least 99% for each contractual period as provided for in Article 12. In the event of a duly demonstrated failure, the penalty rate described below will, where applicable, be applied per contractual period concerned. The amount will be paid to the CLIENT at the end of the subscription period or deducted from the amount due for renewal of the subscription, at the COMPANY’s discretion.
Access rate Penalties Below 99% 5% of the annual price paid for the subscription to the SERVICES The service levels (SLA) and penalties provided for in this article apply exclusively to the paid subscription. They do not apply to the Free Version.
Article 5 – Ancillary services
The Quote mentions any ancillary services provided to the CLIENT and not included in the subscription described in Article 3, which will be invoiced separately, namely in particular:
Installation and setup at commissioning Training services Annual follow-up of Data integrations Connectivity to third-party solutions not carried out by the COMPANY as of the date of signature of the contract Developments relating to the connection mode (SSO) not carried out by the COMPANY as of the date of signature of the contract Technical documentation required by the CLIENT, other than the technical file provided by the COMPANY
Article 6 – Sale of equipment
6.1 Claims – return of Equipment
6.1.1 On receipt of Equipment, the CLIENT must immediately check that the parts delivered conform to
the order.
6.1.2 All claims relating to a non-conformity of the Equipment delivered or to an inaccuracy
in the quantities compared to the order must be notified to the COMPANY within three (3) days of receipt of said products. The CLIENT must allow and facilitate the COMPANY’s verification of any claims. Any claim must be substantiated. In the absence of claims within this period, and subject to what follows regarding the warranty against hidden defects in Article 6.2, no further claim will be possible.
6.1.3 In the event of a justified claim by the CLIENT relating to an error in the quantity of products delivered, the COMPANY undertakes to deliver the missing products to the CLIENT as soon as possible.
6.1.4 No return of non-conforming products will be accepted without the express prior agreement of the
COMPANY. Upon receipt of the return request made by the CLIENT, the COMPANY will, within eight (8) business days, either give its agreement to the return of the product via a “return slip” or give its reasoned refusal to take the product back.
6.1.5 On return, the CLIENT must enclose the “return slip” with the returned products, and it must be clearly displayed on the outside of the returned package. The return will be at the COMPANY’s expense. No return will be accepted after a period of fifteen (15) calendar days from the date of the COMPANY’s express prior agreement to the return.
6.1.6 Product returns accepted by the COMPANY and returned in accordance with the terms of this
Contract by the CLIENT will give rise, at the COMPANY’s discretion, either to an exchange for an identical product within seven (7) business days of the COMPANY’s receipt of the returned product concerned, or to a refund to the CLIENT of the price of the product within the same period.
6.2 Warranties – liability
After the period provided for in Article 6.1.2, no further warranty of any kind will be granted to the CLIENT on the Equipment delivered, except the warranty against hidden defects provided for in Article 1641 et seq. of the French Civil Code, for which the claim and return procedures of Article 6.1 will apply.
Developments relating to the connection mode (SSO) not carried out by the COMPANY as of the date of signature of the contract Technical documentation required by the CLIENT, other than the technical file provided by the COMPANY
6.3 Retention of title – transfer of risk
The transfer of ownership of the Equipment delivered is deferred until full payment of the corresponding price to the COMPANY.
The CLIENT will nevertheless bear the risks on said Equipment, of which it is not the owner, from delivery.
Article 7 – Ownership, confidentiality and integrity of data
7.1 All the Data belongs exclusively to the CLIENT and, as such, the COMPANY undertakes not to
disclose it to any third party except in the cases provided for by law or with the CLIENT’s prior agreement. The COMPANY guarantees that its employees and subcontractors with access to the Data will respect the confidentiality of the Data.
7.2 The COMPANY undertakes to preserve the integrity of the CLIENT’s Data, both during their hosting
and during their backup.
7.3 The COMPANY undertakes to implement the best known means to prevent any access to the
servers.
Nevertheless, the CLIENT is aware that the uncertainties inherent in information technology prevent the COMPANY from committing to an obligation of result.
Article 8 – Personal data
8.1 Processing of personal data by the Parties as
data controllers
8.1.1 In the course of performing the Contract, the Parties, as separate data controllers,
process on their own behalf personal data of employees, managers, subcontractors, agents and/or service providers of the other Party (e.g. surname, first name, email, telephone, etc.).
8.1.2 More specifically, with regard to the personal data of employees, managers, subcontractors, agents
and/or service providers of the other Party, each of the Parties undertakes, in this context, to respect the confidentiality and security of this personal data, in accordance with the provisions of French Law No. 78-17 of 6 January 1978 and the provisions of the GDPR.
The employees, managers, subcontractors, agents and/or service providers of each of the Parties whose data has been collected and processed by the other may at any time exercise their rights over their personal data (rights of access, rectification, erasure, objection, restriction of processing, portability of personal data, and the right not to be subject to an automated individual decision). They may lodge a complaint with the competent supervisory authority (www.cnil.fr). This personal data is kept for a period of three (3) years from the last contact with the data subject, unless a longer period applies in accordance with a legal retention obligation.
8.2 Processing of Personal Data by the COMPANY as
processor 8.2.1 In the course of performing its services under the Contract, the COMPANY may access and process personal data (hereinafter the “Personal Data”) of various categories of natural persons (e.g. surname, first name, telephone number and professional email address of Users or Contractors, etc.) (hereinafter the “Data Subjects”) necessary for the provision of the services.
The COMPANY undertakes, in this context, to strictly comply with the laws and regulations applicable to Personal Data and more particularly French Law 78-17 of 6 January 1978 as amended and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
8.2.2 In the course of providing its services under the Contract, the COMPANY is authorized to process
on behalf of its CLIENT the Personal Data for which the CLIENT has given instructions, and undertakes to collect only the Personal Data strictly necessary for the provision of the services.
8.2.3 The purpose of processing each item of the Data Subjects’ Personal Data is to provide
the services.
8.2.4 The categories of persons concerned by the processing of Personal Data are exclusively the
Data Subjects.
8.2.5 The retention period of Personal Data is linked in particular to the legal and
regulatory obligations of the CLIENT as data controller and to the nature of the Personal Data concerned.
8.2.6 The COMPANY keeps a written record of all Personal Data processing it carries out on behalf of the CLIENT, containing all the information referred to in Article 30.2 of the Personal Data Protection Regulation. Any subsequent request to modify a processing operation will be added to the record by the COMPANY and sent to the CLIENT.
8.3 Obligations and liability of the COMPANY
In the course of providing its services, the COMPANY undertakes to:
Process the Data Subjects’ Personal Data only for the purposes defined by the CLIENT, Process the Data Subjects’ Personal Data in accordance with the instructions provided by the CLIENT, Inform the CLIENT if the new instruction(s) provided by the CLIENT constitute, in its opinion, a breach of the personal data regulations in force, Take Personal Data and privacy into consideration when the Services made available evolve, Implement adequate organizational and technical security measures, Where applicable, transfer Personal Data outside the European Union only after obtaining the CLIENT’s prior written authorization and after ensuring that the level of protection in that country is sufficient, Ensure that persons with access to Personal Data (e.g. employees, authorized subcontractors, etc.) undertake to respect confidentiality or are subject to an appropriate statutory obligation of confidentiality, Assist the CLIENT, where applicable, in carrying out impact assessments of the envisaged processing and in conducting audits and inspections, by providing the necessary documentation, Engage subcontractors under the conditions specified in Article 8.4, Delete or return the Personal Data to the CLIENT at the end of the contractual term, and destroy existing copies, unless there is a legal or regulatory obligation to keep them for a specified period.
8.4 Use of subcontractors
8.4.1 The COMPANY may engage another processor to carry out processing activities instructed by the CLIENT.
8.4.2 Each subcontractor is required to comply with the obligations of the Contract on behalf of and in accordance with the
instructions of the Data Controller. The COMPANY undertakes to ensure that each subcontractor it engages provides sufficient guarantees as to compliance with the personal data protection legislation in force.
8.4.3 If the authorized subcontractor fails to perform its obligations properly, the COMPANY remains
fully liable to the CLIENT for the subcontractor’s performance of its obligations.
8.5 Right to information of Data Subjects and exercise of their
rights
8.5.1 The CLIENT must inform Data Subjects of the processing of their Personal Data by itself
and by the COMPANY. The COMPANY cannot be held responsible if the CLIENT fails to comply with this obligation, which is incumbent on it, and the CLIENT shall bear sole responsibility for it.
8.5.2 Data Subjects may exercise their rights (right of access, rectification,
erasure and objection, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling)) with the CLIENT. They may also refer the matter to the CNIL (www.cnil.fr).
8.6 Notification of Personal Data breaches
In the event of a Personal Data breach (e.g. security flaws), the COMPANY undertakes to inform the CLIENT as soon as possible after becoming aware of it, to enable the CLIENT to notify the CNIL if the CLIENT has not already identified it. Within the same period, the COMPANY undertakes to provide the COMPANY with any useful details and documentation in its possession enabling it to support its notification to the CNIL.
Article 9 – Obligations and liability of the company
9.1 The COMPANY’s obligations under the Contract are obligations of means. Accordingly, the COMPANY
will use the best known and reasonable means to perform the obligations thus undertaken. The COMPANY’s performance of its obligations will depend closely on collaboration with the CLIENT as referred to in Article 10.
9.2 The deadlines given by the COMPANY in the course of performing the Contract are indicative.
9.3 Following delivery of deliverables as part of work carried out under the Contract, it will be for the CLIENT to carry out acceptance of them. In the absence of any reservation made by the CLIENT by any written means addressed to the COMPANY within ten (10) business days following delivery of each of the deliverables, final acceptance will be deemed to have been granted. The same acceptance process will apply to commissioning. More specifically, the period will begin to run once the Credentials have been communicated to the CLIENT.
9.4 The COMPANY does not guarantee the CLIENT’s compliance with the legal and regulatory obligations to which it
may be subject and cannot be held liable on that basis (e.g. failure to actively maintain a Register). In this context, the CLIENT must keep itself informed of any legislative and regulatory developments that may occur in its sector of activity, without being able to hold the COMPANY liable on that basis. In this regard, the CLIENT acknowledges that the SERVICES consist of making software tools available for the CLIENT’s sites, the maintenance and updating of which are the exclusive responsibility of the CLIENT.
9.5 Indirect damage suffered by the CLIENT is excluded from any claim for compensation. The following are classed
as indirect damage, without this list being exhaustive: loss of turnover, loss of operations, commercial damage, loss of customers, loss of orders, loss of profit, damage to brand image, or any claim made by any third party against the CLIENT.
9.6 If, however, a monetary award were to be made against the COMPANY, it will be required to make full reparation for the damage suffered by the Client, within the limits provided for by ordinary law.
Article 10 – Obligations and liability of the client
10.1 In order to assess the suitability of the Services described in the Purchase Order for its needs and to make its choice with full
knowledge of the facts, the CLIENT acknowledges having obtained the necessary information from the COMPANY. It has thus become aware of the potential, purpose and features of the SERVICES in the SaaS mode offered, and has accordingly chosen to subscribe to them in this context.
The CLIENT declares that it is well acquainted with the Internet, its characteristics and its limits, and acknowledges in particular:
That data transmissions over the Internet benefit only from relative technical reliability, as they travel over heterogeneous networks with varied technical characteristics and capacities that are sometimes saturated at certain times of day, That Data traveling over the Internet is not protected against possible misappropriation and that the communication of passwords, identifiers and, more generally, any sensitive information is therefore carried out by the CLIENT at its own risk, That the remote provision of the SERVICES may be subject to intrusions by unauthorized third parties and may consequently be corrupted despite the COMPANY’s provision of password-protected access.
Working on the Internet, the CLIENT must have put in place a rigorous anti-virus policy in order to protect itself from any IT incident generated by viruses. The CLIENT also refrains from any action liable to undermine the integrity of the SOLUTION’s infrastructure.
10.2 The proper performance of the Contract relies on collaboration between the COMPANY and the CLIENT. The CLIENT
therefore undertakes to give the COMPANY’s staff every facility for proper performance and in particular to provide all necessary information, documents and means of every kind, equipment or otherwise, as well as to give free access to any equipment, and to ensure the availability, cooperation and competence of all the necessary human resources.
10.3 The CLIENT will be solely responsible for any misuse of the SERVICES and/or for the use of
any erroneous Data entered by it or its Users via the SERVICES, and/or for any failure to update the Data.
Article 11 – Financial terms
11.1 The annual price of the subscription to the SOLUTION is stated in the Quote, and depends on the number of
sites required. It is payable annually from the date of signature of the license quote(s).
11.2 The COMPANY’s invoices are payable within thirty (30) days of the invoice date.
11.3 The aforementioned annually payable prices are subject to revision on each anniversary date, based on the
change in the SYNTEC index (the indices to be taken into account are those published on the reference dates, namely the year of revision and the previous year).
11.4 The annual price of the subscription to the SOLUTION may be revised by the COMPANY for the
renewal periods. In this context, the COMPANY will notify the CLIENT at least four (4) months before the end date of the Contract. Failing termination of the Contract by the CLIENT in accordance with the terms of Article 12.1, the revised price will be deemed to have been accepted.
11.5 In the event of non-payment when due, the sums owed give rise to payment of a
fixed recovery cost allowance of forty (40) euros, unless the recovery costs are higher, and bear penalties from the due date at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
11.6 Free Version: The Free Version incurs no subscription fees. Any ancillary services
requested by the CLIENT remain chargeable according to a quote.
Article 12 – Term - Early termination - Suspension
12.1 Term
The subscription to the Services is entered into for an initial term of twelve (12) months, starting from the date of signature of the Quote(s), renewable by tacit renewal for successive one-year terms, except where automatic renewal is prohibited because of legal and/or regulatory provisions applicable to the CLIENT’s sector of activity (e.g. public procurement code).
If either Party does not wish to renew this Contract, it must notify the other Party of its intention, subject to giving notice by registered letter with acknowledgment of receipt at least three (3) months before the end date of the Contract.
12.2 Early termination
In the event of a serious breach by one of the Parties of its contractual obligations, the other Party may terminate the Contract after a formal notice, sent by registered letter with acknowledgment of receipt, has remained without effect for a period of fifteen (15) days from the other Party’s receipt of said registered letter.
Sums owed that have not yet been invoiced will become immediately due. Sums previously paid by the Client will remain the property of the Company. However, in the case of annual payment, the sums will remain acquired pro rata to the time elapsed at the time of termination.
12.3 Suspension
The COMPANY has functionalities linked to the SOLUTION enabling it to warn the CLIENT and Users that a payment due date is approaching. This information appears as a colored banner in the SOLUTION. The color varies according to the due date(s) of the payment(s). The warning periods are as follows:
15 days before the payment due date: orange banner On the due date, and for 30 days after the due date: red banner 30 days after the due date, access to the SOLUTION is suspended The Company reserves the right to temporarily suspend access to the SOLUTION in the following cases, in accordance with the terms below:
In the event of total or partial non-payment of an amount due by the CLIENT, after a period of thirty (30) days as stipulated in the SOLUTION.
In the event of abnormal or abusive use of the SOLUTION by the CLIENT or one of its Users, having a significant and proven impact on the proper functioning of the SOLUTION, suspension may take place only after written notification setting out the grievances and in the absence of corrective measures within fifteen (15) business days.
In the event of an enforceable and express court injunction prohibiting access to the SOLUTION, suspension may be immediate, strictly within the limits of said decision.
During any period of suspension, the contractual provisions not affected remain in force.
The Company undertakes to restore access as soon as the cause of suspension has been lifted. In the event of unjustified or disproportionate suspension, the CLIENT may seek redress, in particular in the form of a credit note or a pro rata temporis refund.
The provisions of this article apply mutatis mutandis to the Free Version, subject to the specific terms of Article 3 bis.5. The COMPANY may temporarily suspend access to the Free Version in the cases provided for herein (in particular abnormal/abusive use, security, court injunction).
Article 13 – Consequences of the end of the contract
In the event of termination of the contractual relationship, for whatever reason, the Credentials are deactivated, and access to the SOLUTION is made impossible.
It is for the CLIENT to provide for any measure it deems necessary in order to anticipate the consequences for its business of the end of access to the SOLUTION, whatever the cause.
Accordingly, the COMPANY cannot incur any liability on the sole ground of this stoppage, even if it is the cause of the stoppage. In this regard, it is recalled that the CLIENT must regularly make its own electronic backups of the Data or print said Data via the SOLUTION.
Notwithstanding the foregoing, the COMPANY may, at its discretion, at the CLIENT’s request made within fifteen (15) days of the end of the Contract, provide it with an electronic backup of the Data in an export schema for a flat fee of €500 excl. VAT.
Article 14 – Intellectual property (paid version and free version)
14.1 The Contract does not entail the transfer to the CLIENT of any industrial and/or
intellectual property right belonging to the COMPANY (e.g. Platform, trademarks, etc.). The COMPANY alone is authorized to carry out any action on the SOLUTION (e.g. modification, correction, evolution, etc.). Any unauthorized use will engage the CLIENT’s civil and criminal liability.
Thus, in particular, the CLIENT refrains from copying all or part of the software code, interfaces and/or features of the SOLUTION (paid and free) in any form whatsoever.
The CLIENT also refrains from translating, modifying, reordering, undoing, disassembling or creating derivative works from the SOLUTION or any part of the SOLUTION, or from allowing third parties to do so.
14.2 The right to use the SOLUTION is granted at the CLIENT’s own risk, and no warranty
is given in respect of any action (in particular for infringement) brought by a third party against the CLIENT in connection with use of the SOLUTION.
Article 15 – Force majeure
In addition to the events usually recognized by French case law as force majeure, the Parties’ obligations will be automatically suspended in the event of events beyond the control of one of the Parties, which could not reasonably have been foreseen when entering into this agreement and whose effects cannot be avoided by appropriate measures, and which prevent the Party concerned from performing its obligation.
The Party noting the event must without delay inform the other Party of its inability to perform its service and justify this to it.
If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of this agreement. After a suspension of one month, the Parties may terminate the Contract under this agreement automatically, without notice.
If the impediment is permanent, the obligations under this agreement are terminated automatically and the Parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.
The suspension of obligations may in no case be a cause of liability for non-performance of the obligation in question, nor give rise to the payment of damages or late-payment penalties.
However, as soon as the cause of suspension of their reciprocal obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as quickly as possible. Notwithstanding the foregoing, the COMPANY may, at its discretion, at the CLIENT’s request made within fifteen (15) days of the end of the Contract, provide it with an electronic backup of the Data in an export schema for a flat fee of €500 excl. VAT.
Article 16 – Miscellaneous
16.1 The Contract is governed by and interpreted in accordance with French law. Any difficulties relating to
the interpretation and performance of the Contract will, failing an amicable agreement, be submitted to the Commercial Court of La Roche-sur-Yon (FRANCE), to which the parties expressly grant territorial jurisdiction, even in the event of interim proceedings, third-party claims or multiple defendants.
16.2 If one or more of the provisions of the Contract are held to be invalid or declared as such in
application of a law, a regulation or following a final decision of a competent court, the other provisions will retain their full force and scope.
16.3 The fact that one of the Parties does not rely on a breach by the other Party of any of the obligations referred to in the Contract shall not be interpreted, for the future, as a waiver of the obligation in question. Any waiver will be valid only if it is in writing signed by an authorized representative of the waiving Party.
16.4 The CLIENT expressly refrains from assigning or transferring to any third party, even free of charge, the rights it holds under the Contract.
16.5 In the event of any difficulty of interpretation between any of the headings at the head of the clauses and any of the clauses, the headings will be declared non-existent.
16.6 Reference
The CLIENT authorizes the COMPANY to mention the CLIENT’s name and logo in its communication media (brochure, website, etc.). This applies solely for strictly informational and promotional purposes, without this being interpreted as an endorsement or an exclusive partnership between the parties.
Any distortion, substantial modification or misuse of the CLIENT’s logo and name is strictly prohibited. This authorization confers on the COMPANY no intellectual property right in the name, logo or any other registered trademark of the CLIENT. Use of these elements remains strictly limited to the purposes defined in this clause.
The CLIENT’s name and logo must be used in a manner strictly consistent with the CLIENT’s brand image and values. At the CLIENT’s express request, the COMPANY undertakes to withdraw any communication medium involving its identity.