Rév. Janv. 2023
INSPECTO SOFTWARE SOLUTIONS SUBSCRIPTION
Préambule
The Provider is a provider of “Software as a Service”, i.e. business applications rented online (called SaaS Provider). As such, it is the provider of the Application Services described below in the Contract. The Customer wishes to use SaaS via a specialised Service Provider to operate the solutions described in the Special Conditions. The Client acknowledges that it has received from the Service Provider all the necessary information enabling it to assess the suitability of the Application Services for its needs and to take all necessary precautions for their use.
HAVING SAID THIS, IT IS AGREED AS FOLLOWS:
ARTICLE 1. DEFINITIONS
Capitalized terms used in the Contract, whether in the singular or plural,
have the meaning given to them below.
Anomalies indicate difficulties in the operation of the application – repetitive and reproducible
– which can be of three types:
– Blocking anomaly means any malfunction that makes it impossible to use the application;
– Semi-blocking anomaly means any malfunction that allows
in part the use of the application and its functionality;
– Minor anomaly means any minor malfunction that does not prevent the application
and all its features to be fully used, even if this is done by means of a bypass procedure;
Order Form means the document signed by the Customer describing the Special Conditions
and Conditions of the contract; and/or the subscription to INSPECTO made online by the
Customer at the time of payment.
Special Conditions means the information contained in the Purchase Order
including the solutions chosen, the maximum storage capacity, the number of
access, the amount of the fee and its periodicity, as well as the duration of the Contract and the terms and conditions of payment of the fees;
Contract means the contractual documents consisting of these General Conditions and the Order Form;
Specific Development means the computer program designed exclusively for the Client by the Service Provider
Documentation means paper documents or computer files relating to the use of the
Software, regardless of format;
Data means information, publications and, in general, data and information of any kind.
nature contained in the Client database, the use of which is the subject of this Contract, and which
can only be consulted by Users;
The login details refer to both the user ID (“login”) and the password ;
The Internet refers to all interconnected networks, which are located in all parts of the world.
world ;
Software means any software provided by the Service Provider to the Client and
including the Associated Solutions;
Maintenance refers to all operations aimed at keeping in working order and updating
applications and availability ;
Workstation means a terminal or device of any kind (computer, tablet, smartphone),
etc.) from which a User accesses the Solution;
SaaS stands for Software as a Service, i.e. business applications rented online;
Server means computer equipment designated by a serial number, consisting of
computers or mainframes, their peripherals or accessories including, where applicable
the network managing the exchange of information ;
Application Service means the service offered in SaaS mode by the Provider,
allowing the Client to use the Solutions;
Solutions means the operational functions listed in the Special Conditions
of the Contract and made available to the Customer as part of the Application Services
purpose of the Contract ;
User means the person under the responsibility of the Client (employee),
agent, etc.) and having access to the Application Services on his computer,
tablet or smartphone within the framework of the user licence contracted by the Customer;
User-Administrator means the person in charge of managing a computer system,
who is responsible for its safety, operation, use and development.
ARTICLE 2. SUBJECT
The purpose of the Contract is to define the terms and conditions under which the
The Provider makes the Solutions available to the Customer in SaaS mode.
The Service Provider grants the Client, who accepts :
– A right of access to the use of INSPECTO under the conditions defined below;
– A right of final use of the Solution ;
– A set of services as defined below and/or in the Purchase Order and/or the
Particular Conditions, including data hosting, maintenance of the Application Services and
technical support.
ARTICLE 3. CONTRACT DOCUMENTS
The Special Conditions and General Conditions of the Contract constitute the whole of the
existing commitments between the Parties. The Contract replaces and supersedes any
previous oral or written commitment relating to the subject matter of the Contract. The Contract
can only be modified by an amendment signed by both Parties.
ARTICLE 4. EFFECT, DURATION & RENEWAL
The Contract takes effect on the date of signature of the Purchase Order or on
at the time of online subscription subject to the effective receipt of payment
by the Service Provider. The duration of the Contract is fixed at one (1) year, on
this period is counted from the first day of the month following the date of execution of the
Order form. The Contract will be tacitly renewed for a
for a period of one (1) year and on the same terms, in the absence of denunciation
sent by either of the Parties by registered letter with acknowledgement of receipt,
three (3) months before the expiry of the contract. In the event of termination of the Contract
before its expiry and after the trial period, at the initiative of the Client, or at the initiative of
The Service Provider shall not be liable for any loss or damage caused by any fault of the Client, irrespective of the cause of the loss or damage.
remaining fees shall become immediately due and payable by the Customer without delay
upon receipt of the corresponding invoice issued by the Service Provider.
INSPECTO CGV INSPECTO SAS 18/11/2021
ARTICLE 5. DESCRIPTION OF THE APPLICATION SERVICES
5.1. APPLICATION SOLUTIONS
The Service Provider makes the Solutions available to the Client on the
remote server of the Service Provider via the Internet. Under the terms of the “Licensing” article, the
The Service Provider grants the Client the right to use the Solutions designated in
Terms and conditions on a non-exclusive basis. The Service Provider is responsible for
hosting the Data on the Servers, maintenance and security of the Solutions. The
Service Provider performs the backup according to a backup plan set up in order to
back up application data and customer data; each data is backed up daily
and a storage period of five (5) days.
5.2. NETWORK & TECHNICAL AREA
The choice of network is made by the Client and as such, the Service Provider does not provide
no guarantee on the chosen network. The Service Provider cannot be held responsible for
interruptions to the network line, it draws the Customer’s attention in particular to the importance of
choice of network operator. To access the Solution, the Client has taken note of
of the technical scope defined by the Service Provider and declares its acceptance as
prior to the provision of the Solution. The Customer thus ensures the compatibility of
network and equipment (computers, tablets, smartphones, etc.) with the
Application services, including their configuration in accordance with the recommendations
of the Service Provider described below:
bit rate: 1 MB
– 2-core 2.5 GHz processor or higher
– At least 4 GB of RAM
– Graphics card and monitor resolution (1024 x 768) or higher
– Internet browser Chrome (recommended) or Firefox or Safari or Internet Explorer >=11
The Provider’s recommendations may be modified by sending an email as soon as
that the evolution of the Solutions made available will require it; which the Client accepts.
5.3. RIGHT OF ACCESS TO SOLUTIONS
Only the Customer has this right of access. With the exception of maintenance periods,
they can log in at any time, namely :
– 24 hours a day;
– 7 days a week;
– Including Sundays and public holidays;
– With the support of the Provider’s technical teams, if necessary.
Access is by :
– Via the Customer’s computers, tablets and smartphones;
– From any of the Customer’s laptops;
– Using the login details (ID) provided to the Customer.
The service may be occasionally suspended due to necessary maintenance operations
the proper functioning of the Servers. In case of maintenance, the Service Provider
undertakes to inform the User-Administrator by email at least 48 hours before the
intervention resulting in a temporary interruption of the service. The Customer acknowledges that
This is sufficient time to make arrangements and organise accordingly.
The Service Provider shall not be liable for any consequences arising from the
interruption or suspension of the Solutions for maintenance, subject to compliance with this
notice period.
5.4. USER IDENTIFICATION
The Customer creates his own User ID and password, under his responsibility.
The Customer is identified when accessing the Application Services by means of :
– a login ID; and
– A password created by the Customer.
The Customer will use his Identifiers (Identifier) each time he connects to the
Application services. The purpose of the Identifiers is to reserve access to the Solutions covered by the
this Agreement to Client Users; to protect the integrity and availability of the Solutions,
and the integrity, availability and confidentiality of the Customer Data as communicated by the
Users.
These identifiers are personal and confidential. They can only be changed at the
at the Client’s request or at the Service Provider’s initiative, provided the Client is informed in advance
. The Customer undertakes to use its best efforts to keep its Identifiers and
not to disclose them in any form whatsoever. The Customer is fully responsible for the use of the
Identifiers. He shall ensure that no other person not authorised by the Service Provider
has access to the Application Services and Solutions. In general, the Client assumes the
responsibility for the security of Individual Solution Access Points. In the
Should the Customer become aware of access by another person, the Customer will
shall inform the Service Provider without delay and confirm this by registered letter. The
The Client must inform the Provider without delay in the event of loss or theft of
one of the login credentials. The Service Provider recommends that the Client has a
IT charter in order to raise awareness of this issue among all its staff. In addition, the Customer’s Identifiers
allow access to the Solutions within the limit of one simultaneous connection.
Any attempt to use the same Client IDs simultaneously via multiple
may result in the termination of this Agreement by the Service Provider, without delay or
prior notice. The Client indemnifies the Service Provider against any claim or action
which could be brought against him by a third party who claims to have suffered damage by
in connection with a violation of this article.
ARTICLE 6. QUALITY OF SERVICES APPLICATIONS
The Customer is informed of the technical hazards inherent in the Internet and the possible interruptions of access that may result. Consequently, the Service Provider shall not be held responsible for any unavailability or slowness of the Application Services. The Service Provider is not able to guarantee the continuity of the Application Services, executed remotely
via the Internet, which the Customer acknowledges. Furthermore, it is the Customer’s responsibility to respect the volume thresholds indicated in the Conditions
and to notify the Service Provider in the event of an increase in its requirements in terms of treatment capacity. Application Services may be suspended from time to time
due to maintenance operations necessary for the proper functioning of the Servers.
In the event that the Application Services are interrupted for maintenance, the Service Provider undertakes to comply with the operating procedure described below, so that the Client is informed sufficiently in advance of the interruption to take the necessary measures to avoid any disruption to its business:
– Minor anomaly (malfunction allowing full use of the application, with a
bypass procedure)
◦ Processing time: as soon as possible
◦ Correction time: on version V+1
– Semi-blocking anomaly (malfunction allowing
in part the use of the application and its functionality)
◦ Processing time: 8 hours
◦ Correction time: 5 working days
– Blocking anomaly (malfunction making the application unusable)
◦ Processing time: 6 hours
◦ Correction time: 2 working days
The Service Provider shall not be held responsible for the possible impact of this unavailability on the Client’s activities.
a) In the event of a blocking anomaly, the report is taken into account within 4 working hours. The Service Provider shall endeavour to correct the blocking anomaly as soon as possible and propose a workaround.
b) In the case of a semi-blocking fault, the report is taken into account within 8 working hours. The Service Provider shall endeavour to correct the anomaly, and shall propose a workaround solution that allows the use of the features in question within 3 working days.
(c) In the event of a minor discrepancy, the report shall be dealt with as soon as possible,
and proposes the correction of the minor anomaly in a new version of the Service that will be delivered as part of the evolutionary maintenance.
ARTICLE 7. LICENCE
The Parties acknowledge that the Solutions, Application Services and
Specific Developments remain the exclusive property of the Service Provider. The service provider grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use
Solutions, Application Services and Specific Developments during the term of the Contract. The Customer may only use the Services and Application Solutions in accordance with their requirements and Documentation. In particular, the licence relating to the Application Solutions and Services is granted for the sole purpose of enabling the Customer to use the
Application services, to the exclusion of all other purposes. The Customer is informed that this right of use is subject to the monthly payment of the fee in accordance with the General Terms and Conditions of the Contract. The right of use means the right to represent and implement
the Application Services according to their purpose, in SaaS mode via a connection to an electronic communication network. Under no circumstances may the Client make the Solutions available to a third party, and is prohibited from any other use, including but not limited to any adaptation, modification, translation, reorganisation, distribution or decompilation.
ARTICLE 8. MAINTENANCE
8.1. TECHNICAL MAINTENANCE
A “Help Desk” for dealing with Anomalies is available from
Monday to Friday inclusive, from 9am to 12pm and from 2pm to 6pm (CET). Reports of faults shall be confirmed without delay to the Service Provider by e-mail to [email protected].
The Provider will diagnose the anomaly and then implement its correction.
(a) In the event of a Blocking Anomaly, the report is taken into account within (six) 6 working hours. The Service Provider shall endeavour to correct the
Blocking anomaly as soon as possible, and propose a workaround within two (2) days
working days.
(b) In case of a Semi-blocking Anomaly, the report shall be processed within six (6)
working hours. The Service Provider undertakes to do its utmost to correct the Anomaly, and to propose a workaround allowing the use of the concerned features within
five (5) working days.
(c) In the event of a Minor Defect, the report will be dealt with as soon as possible
and its correction will be proposed in a new version of the Service, which will be delivered as part of an evolutionary maintenance.
To enable the Service Provider to fulfil its support and maintenance obligation, the Client agrees to :
– Designate a qualified contact person capable of defining and centralising the questions of the
Users and to accurately report any problems encountered to the Service Provider;
– Maintain appropriately qualified and trained Users for the duration of this Agreement. It is
agreed between the Parties that the support should be ad hoc and should not lead to a
training. The Service Provider reserves the right to invoice for assistance services
which can be assimilated to training services;
– Collaborate effectively and encourage Users to collaborate effectively, including by
answering the Provider’s questions as soon as possible.
The Service Provider is not responsible for maintenance in the following cases:
– Refusal of the Client to cooperate with the Service Provider in resolving faults and,
in particular, to answer questions and requests for information;
– Use of the Application Services in a manner inconsistent with their intended purpose
or Documentation ;
– Unauthorised modification of the Solutions by the Customer or a third party;
– Violation by the Customer of its contractual obligations ;
– Installation of any non-compatible software package, application or operating system
with Application Services ;
– Use of incompatible consumables ;
– Failure of electronic communication networks ;
– Deliberate act of damage, malice, sabotage ;
– Damage due to force majeure or misuse of the Application Services.
8.2 UPGRADING, MAINTENANCE, CORRECTION
The Customer benefits from updates and operational upgrades of the Application Services. If the Customer has opted for Specific Developments of the Application Services, the updates and
functional changes will give rise to a specific additional invoice. The Service Provider undertakes to provide updated Documentation for new versions of the Solutions. The corrections
and developments of the Application Services are expressly subject to the Contract.
The related interventions may make the Application Services temporarily unavailable.
They are carried out periodically after 48 hours’ notice.
The Service Provider is entitled to make any modifications and changes necessary for the proper functioning of the system. The Provider may, at its discretion, decide to modify or limit certain functions and/or features of the Application Services, such as storage space, video time, number of photos etc.
INSPECTO CGV INSPECTO SAS 18/11/2021
ARTICLE 9 TECHNICAL ASSISTANCE
The Customer will receive an answer from Monday to Friday from 9am to 12pm and from
14:00 to 18:00 (CET) by telephone, within a maximum of 6 hours, on +33 (0)6 12 19 30 66.
ARTICLE 10. TRAINING
At the Client’s request, the Service Provider may provide training services for the Application Services, the terms and conditions and price of which shall be mutually agreed between the Parties. The Service Provider will invoice a training service if its intervention files, in
in the context of technical support and corrective maintenance, reveal recurring problems of use by the Client distinct from Anomalies in the use of the Application Services.
ARTICLE 11. DATA PROCESSING
11.1. PERSONAL DATA
If the Data transmitted in the context of the use of the Application Services includes personal data, the Client guarantees to the Service Provider that it has fulfilled all the obligations incumbent upon it by virtue of the law of 6 January 1978 known as the “Informatique et Libertés” law, and that it has informed the private individuals concerned of the use made of said personal data. In this respect, the Client guarantees the Service Provider against any recourse, claim or complaint concerning the personal data reproduced and hosted via the Application Services. The Provider informs the Client that all Data is hosted in PARIS – FRANCE on the AWS server dedicated to the EU West region only.
11.2. DATA PROCESSING
The Customer assumes all editorial responsibility for the use of the Application Services.
The Customer is solely responsible for the quality, lawfulness and relevance of the Data and content it conveys for the purpose of using the Application Services. He also guarantees to be the owner of the intellectual property rights allowing him to use the Data and contents.
Consequently, the Service Provider declines all responsibility in the event of non-conformity of the Data and/or content with laws and regulations, public order or the needs of the Client. The Client shall indemnify the Service Provider at first request against any damage that may result from the Service Provider being held liable by a third party for breach of this warranty. More generally, the Customer is solely responsible for the content and messages broadcast and/or downloaded via the Application Services. The Client remains the sole owner of all
the Data constituting the content of the Solutions.
11.3. DATA PROTECTION
Each of the Parties undertakes to implement the appropriate technical means to ensure the security of the Data. Subject to the “Liability” section, the Service Provider undertakes to preserve the integrity and confidentiality of the Data contained in the Solutions. The Service Provider shall take technical and organisational measures to prevent any fraudulent access to or use of the Data and to prevent any loss, alteration or destruction of the Data.
Unless otherwise requested in writing, the Client authorises the Service Provider, its
employees, suppliers, partners, etc. to use their name, image, logo, use case,… in the context of promotional and communication activities.
ARTICLE 12. FINANCIAL CONDITIONS
12.1. FEES
In return for the Application Services provided, the Customer shall pay a monthly fee as defined in the Special Conditions. The prices of the Application Services are quoted in Euros and are exclusive of taxes and charges. Invoices are sent to
to the Customer by electronic means. It is expressly agreed between the Parties that the amount of the sums invoiced by the Service Provider shall be revised annually at the discretion of the Service Provider.
The following are excluded from the fee and charged separately
– Training services ;
– Technical assistance services ;
– On-site deployment services ;
– Specific Development Services ;
– And generally speaking, all services not included in the SaaS offer.
All fees / subscription costs / prices may be reviewed by the Provider at any time upon 3 months notice to the client. The fees / subscription costs / prices may be revised at the
The price of a product may go up or down depending on market circumstances, promotion, marketing activities, competition or any other reason. In the event of an upward price revision, the Customer shall be given 3 (three) months’ notice. In the event of a downward price revision, the new prices will come into effect at the time of renewal, after the end of the Customer’s effective subscription period already paid for. This will not entitle the Customer to a discount or refund.
12.2. PAYMENT TERMS
The Services will be invoiced monthly or annually, depending on the Customer’s subscription plan.
Bills are payable by direct debit, credit card, SEPA direct debit mandate on the
the Customer’s bank account. The amounts due by the Client will be increased by the rate of
VAT in force.
12.3. DEFAULT
Without prejudice to any damages, non-payment by the Client of an invoice on its due date shall automatically entail :
– The application of a late payment interest equal to three (3) times the legal interest rate, without prior notice, from the first day of delay; in addition, the Service Provider shall require the payment of a fixed indemnity for collection costs in the amount of fifty (50) euros;
– Additional bank and management fees (follow-up of collections,
(e.g. costs of dunning letters and telephone calls, representation of refused direct debits);
– Immediate suspension of Application Services;
– The termination of the Contract by operation of law, within thirty (30) days of the
sending by the Service Provider of a formal notice by registered letter with acknowledgement of receipt which has remained without effect;
– Unpaid fees for the remainder of the Contract shall become immediately due and payable.
ARTICLE 13. PROPERTY
The Customer is and remains the owner of all Data used via the Application Services under the Contract. The Service Provider is and remains the owner of the property rights relating to any element of the Services and Application Solutions made available to the Client, as well as, in general, to the IT infrastructure (software and hardware) implemented or developed under the Contract. The Agreement does not give the Client any ownership rights to the Solutions. The temporary provision of the Solutions under the conditions set out in the Contract may under no circumstances be understood as the transfer of any intellectual property rights to the Client under the Intellectual Property Code. The Customer shall not reproduce any part of the Application Solutions and Services, or any related Documentation, by any process whatsoever, on any medium whatsoever.
in any form whatsoever and on any medium whatsoever. The Customer may not assign all or part of the rights and obligations arising from the Contract, whether under a temporary assignment, sub-licence or any other contract providing for the transfer
of the said rights and obligations.
ARTICLE 14. RECOGNITION GUARANTEE
The Provider represents and warrants :
– That the Solutions he has developed are original in the sense of the
Intellectual Property Code ;
– That it holds all intellectual property rights enabling it to enter into the Contract.
The Provider represents and warrants that the Solutions are not likely to infringe the rights of third parties.
ARTICLE 15. ACCEPTANCE OF RISK & LIMITATION OF LIABILITY
15.1 RISK ACCEPTANCE
The Client declares that he has assessed the suitability of the Solution for his needs in the pre-contractual phase, with the help of a qualified person for advice purposes if necessary. The Client guarantees that each User has the necessary skills and knowledge, and in general, the professional expertise related to the areas of business management that directly concern that User. The Customer undertakes to take all necessary precautions when using the Application Services.
The Client declares that he accepts the characteristics, risks and limits of the Internet and acknowledges :
– That the Internet presents risks and imperfections, which can lead to a
temporary drop in its technical performance, an increase in response times when using the online Solution, or even the temporary unavailability of the Servers;
– That it is his responsibility to take all appropriate measures to protect his computer equipment
and its local network against threats from any source, including viruses or intrusion attempts by a third party.
15.2 LIMITATION OF LIABILITY
Each Party shall be liable for the consequences resulting from its faults, errors or omissions, causing direct damage to the other Party. In addition, and in the event of proven fault on the part of the Client, the Service Provider shall only be obliged to remedy the pecuniary consequences of direct and foreseeable damage resulting from the performance of the
Benefits. Accordingly, the Service Provider shall not be liable for any indirect or consequential loss or damage suffered by the Client or any third party, including, without limitation, any loss of profit, loss, inaccuracy or corruption of files or Data, damage to business, loss of revenue or profit, loss of goodwill, loss of opportunity, or the cost of obtaining substitute products, services or technology, in connection with or arising out of the failure to perform or properly perform the Services.
For any proven interruption of the Application Services, the total amount of damages reparable by the Service Provider is expressly limited to the price paid by the Client per Workstation, within the limit of five (5) 1
per day of interruption. The number of Workstations is defined by the average consumption recorded over the last twelve (12) months. In addition, a deductible of eight (8) working hours will be applied to each period of interruption, based on the Provider’s operational working hours. For any other cause of damage, the
The Service Provider’s liability shall not exceed, for any damages whatsoever, the total amount paid by the Client for the Application Services under this Agreement during the three (3) months
prior to the damage in question. In addition, the Service Provider shall not be liable for the accidental destruction of the Data by the Client or a third party having accessed the Application Services using the Identifiers provided to the Client.
Under no circumstances shall the Service Provider be held liable for any damage caused by an interruption or reduction in service by the telecommunications operator, the electricity supplier or in the event of force majeure. Neither of the Parties may be held responsible for a breach of its obligations under this Contract if such a breach results from a government decision, including any withdrawal or suspension of authorisations of any kind whatsoever, a partial strike, whether internal or external to the company, a fire, a natural disaster, a state of war, an interruption or a total or partial blockage of the telecommunication or electricity networks, an act of computer hacking or, more generally, any other case of force majeure that has the characteristics defined by the case law As soon as such an event occurs, the Party shall immediately inform the other Party of its inability to perform the service. The suspension of the obligations or their delay shall in no case be a cause of liability for non-performance of this obligation, nor shall it give rise to the payment of damages or penalties for delay.
ARTICLE 16. INSURANCE
The Parties undertake each in their own name to take out an insurance policy to cover the harmful consequences of the risks associated with this Contract. The Service Provider undertakes to provide any evidence to the Client upon request.
ARTICLE 17. TERMINATION
In the event of a breach by one of the Parties of its contractual obligations, the Contract may be terminated by operation of law by the other Party, thirty (30) days after formal notice has been sent by registered letter with acknowledgement of receipt and has remained without response. The letter of formal notice will indicate the breach(s) found. In the event of termination, the Client will cease to use all access codes to the Solutions and the Application
Service provision. Reversibility services will be implemented in accordance with the article “Reversibility”.
ARTICLE 18. REVERSIBILITY
The purpose of reversibility is to allow the Customer to recover his Data in the best conditions. The Client shall notify the Service Provider of the implementation of reversibility. In the event of termination of the contractual relationship, for whatever reason, the Service Provider undertakes to return or destroy, at the Client’s option, by registered letter with acknowledgement of receipt and within forty-five (45) working days following the date of receipt of this request, all the Data belonging to the Client, on an average standard, reusable in an equivalent environment.
The Data will be returned in text format, either .txt, .pdf, .jpeg, .csv or .docx depending on the nature of the Data. The Client shall actively cooperate with the Service Provider to facilitate the retrieval of the Data.
ARTICLE 19. NON-SOLICITATION OF PERSONNEL
Each Party undertakes not to employ or cause to be employed by it, directly or through another person, any employee of the other Party without the express prior agreement of the latter. This commitment is valid for the entire duration of the Contract and for twelve (12) months after its termination.
ARTICLE 20. CONFIDENTIALITY
Each of the Parties undertakes to (i) keep confidential all information it receives from the other Party, and in particular (ii) not to disclose the other Party’s confidential information to any third party, other than employees or agents on a need-to-know basis;
and (iii) use the other Party’s confidential information only for the purpose of exercising its rights and performing its obligations under the Contract. Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) have fallen or would have fallen into the public domain through no fault of the receiving Party, (ii) have been developed independently by the receiving Party, (iii) were known to the receiving Party before the other Party disclosed it, (iv) has been lawfully received from a third party not subject to an obligation of confidentiality; or (v) is required to be disclosed by law or court order (in which case it shall be disclosed only to the extent required and after the Party providing the information has been notified in writing).
The obligations of the Parties with respect to confidential information continue for the duration of the Contract
and for as long as, after its expiry, the information concerned remains confidential to the disclosing Party and, in any event, for a period of three (3) years after the expiry
of the contract. Each Party shall return all copies of documents and media containing
confidential information of the other Party upon termination of the Contract, regardless of the cause. The Parties also undertake to ensure that these provisions are respected by their staff, as well as by any employee or third party who may intervene in any capacity whatsoever within the framework of the Contract.
ARTICLE 21. MISCELLANEOUS PROVISIONS
21.1 RIGHT TO QUOTE
The Service Provider reserves the right to list the Customer as a reference, unless the Customer expressly requests otherwise after informing the Service Provider at the time of signing this Agreement. The Client therefore authorises the Service Provider to use its name in reference publications on the Service Provider’s commercial brochures and to display its logo, of which it will provide the model, on the Service Provider’s Internet site, as well as at trade fairs or any other event whose purpose is
the presentation or promotion of the Service Provider’s products and services and any other media contributing to this same purpose.
21.2 MUTUAL INDEPENDENCE
The Parties are and will remain independent business partners throughout the performance of the Contract.
21.3. INCESSIBILITY
Insofar as the Service Provider alone holds the rights to the Solutions and
Application services made available to the Customer, the Parties agree that the Customer has a personal, one-off, non-transferable and non-exclusive right of use.
Accordingly, it is expressly agreed that this Agreement may not be transferred to a third party by the Client without the prior written consent of the Service Provider.
21.4 SEVERABILITY OF CLAUSES
The nullity, invalidity, lack of binding force or unenforceability of any of the clauses of the Contract shall not render the other clauses null, void, lacking in binding force or unenforceable, which shall retain their full effect. However, the Parties may, by mutual agreement
agreement, agree to replace the invalid clause or clauses.
21.5. APPLICABLE LAW
This Agreement is governed by French law to the exclusion of all other laws.
21.6. ELECTION OF DOMICILE
For the performance of this Contract and its consequences, the Parties respectively elect domicile at their registered offices.
21.7. DISPUTES – JURISDICTION
All disputes to which this Contract may give rise shall be under the exclusive jurisdiction of the Tribunal de Commerce de Nice/France.
