GENERAL TERMS AND CONDITIONS
TRUST-PLACE Global Solution
1. CONTRACT PURPOSE
These General Terms and Conditions of the TRUST-PLACE Solution are applicable to the CLIENT from their date of entry into force and replace the previous ones.
The CLIENT, after having taken into account the potential, the purpose, the functionalities, the standard and the operating mode of the service identified in the global quote, and after having had the opportunity to (and the time necessary to) request from TRUST- PLACE a detailed presentation of the Solution, has decided to implement TRUST-PLACE’s Solution.
2. DEFINITIONS
- Administrator User: means each CLIENT employee designated by the CLIENT to manage rights and access to the Solution and serve as technical administrator of the SaaS Services on CLIENT’s behalf.
- Error: designates any defect or non-conformity of the reproducible Solution independently of misuse.
o Blocking Error: reproducible error which makes it impossible to use one or more features of the Solution,
o Major Error: reproducible error authorizing the use of all the functionalities of the Solution but in a degraded manner for one or other of them,
o Minor Error: reproducible error which allows the continued operation of the Solution but disturbs with regard to user-friendly or optimal use of the functionality in question or which requires the implementation of unusual operating procedures.
- Contract: designates all the contractual documents governing the relations between the Parties as referred to in the article "Contractual Documents".
- Destination: refers to the conditions for exercising the right of use granted by TRUST-PLACE.
- Documentation: refers to the various documentation describing the technical and functional characteristics of each of the elements making up the Solution.
- Third-Party Products: designates the hardware and/or software packages designed by other software companies or third-party service providers necessary for the implementation of the Solution.
- Services: refers to the services delivered by TRUST-PLACE under the Contract.
- Solution: refers to the platform, application, API, configuration, software packages, any Adaptations, products intended to be made available by TRUST-PLACE.
- Users: refers to the CLIENT's employees authorized to use the Solution under the defined conditions.
3. CONTRACTUAL DOCUMENTS
The following Contractual Documents govern the relations between the Parties in descending hierarchical order of legal value:
- The General Terms and Conditions, ,
- The Global Price Quote and any appendices,
- Purchase orders.
4. ENTRY INTO FORCE - DURATION - RENEWAL
With the exception of “no-commitment” subscriptions, the Contract is concluded for a period of one (1) year from the date of the first invoice sent to the CLIENT, unless otherwise provided by the Contract or the Quote.
With the exception of “no-commitment” subscriptions, the Contract will be automatically renewed for successive periods of twelve (12) months unless terminated by either party by registered letter with acknowledgment of receipt at least sixty (60) calendar days before the expiration date of the current period. Neither party shall be entitled to any compensation, for any reason whatsoever, as a result of such termination.
5. PRICE
The prices are defined within the global quote. They are in euros excluding taxes and are increased by VAT at the rate in force on the day of invoicing.
These prices include all costs, except the travel and accommodation costs for TRUST-PLACE staff if applicable, which will be invoiced at the maximum according to the rates indicated on the flat price list communicated, on simple request, to the CLIENT. Any overrun will require prior written and exceptional agreement from the CLIENT.
6. BILLING TERMS
Unless otherwise specified in the quote, the SERVICE will be billed monthly in advance. A monthly invoice will be sent to the CLIENT via STRIPE at each due date of the agreed subscription. If payment is made by direct debit, the CLIENT must validate and return the direct debit authorization (SEPA Mandate). In the absence of this authorization, the Contract will be terminated
7. LATE PAYMENTS
In the event of non-payment by the due date with no explanation, a late payment penalty calculated at a rate three (3) times the legal interest rate, as well as a fixed compensation of forty (40) euros (excl. VAT) for collection costs, shall be payable to TRUST-PLACE without prior formal notice.
Where applicable, if these costs exceed the amount of this compensation, TRUST-PLACE may claim additional compensation from the Client upon presentation of supporting documents detailing the actions taken. These penalties shall not apply if the Client can prove that they are subject to judicial reorganization or liquidation proceedings.
TRUST-PLACE reserves the right, thirty (30) days after sending a formal notice to pay, which remains partially or entirely unfulfilled, to suspend access to the SERVICE and any ongoing services until full payment of the amounts due. This suspension shall not be considered a termination of the Contract.
All unpaid fees resulting from a bank rejection of a payment made by the CLIENT shall remain the CLIENT's financial responsibility.
The CLIENT agrees to reimburse TRUST-PLACE for all reasonable costs and expenses incurred in recovering unpaid amounts, unless the CLIENT has disputed the invoice under the conditions set out below in section 8
8. INVOICE DISPUTE
If the Client disputes an invoice from TRUST-PLACE in good faith, they shall inform the COMPANY by registered letter with acknowledgment of receipt, specifying the error, within thirty (30) days from the date of the corresponding invoice.
In the case of a partial dispute of an invoice, the Client agrees to pay the undisputed portion of the invoice.
9. WARNINGS
Prior to the conclusion of the Contractual Documents, the CLIENT is informed that he must surround himself with all the necessary advice and ensure that the Solution meets his needs and the use he expects of it.
TRUST-PLACE assumes no responsibility for an error of choice, assessment by the CLIENT or the inadequacy of the Solution to his needs.
The CLIENT is informed:
- that it must have the internal skills required to fulfill his obligations under these General Terms and Conditions and, if necessary, call on consulting services,
- that it has the necessary bandwidth to access and use the Solution,
- that it must ensure the involvement of Users in training in the use of the Solution,
- that it must inform Users about the risk of errors that may occur during the first uses of the Solution,
- he must take into account the new conditions implied by the use of the Solution and, if necessary, implement the organizational and change management measures necessary for the Users to become involved into the Project and the implementation of the Solution with all necessary collaboration and participation.
10. CONDITIONS OF ACCESS TO THE SOLUTION
Access to the Solution can only be done through the Internet network and requires a prior connection to said network at the Internet address communicated to the CLIENT. The CLIENT will be solely responsible for his connection to the Internet network and all associated costs, in particular phone communications.
Each User has his own login (code and password). Access management is done through the Administrator:
• Creation of Users and associated logins (within the limit of the number of users defined in the Contract).
• Deletion or modification of login.
• Management of security rules and access rights for each User.
11. OPERATIONS
As the access codes to the Solution are determined by the CLIENT, TRUST-PLACE cannot be held liable for any loss or damage resulting from access to the Solution by a User, or by a third party not designated by the CLIENT.
In this context, the CLIENT undertakes both in his own name and in the name and on behalf of the Users he has designated, to immediately inform TRUST-PLACE of any use of the access codes to the Solution that it deems fraudulent.
TRUST-PLACE undertakes to implement all the means at its disposal to ensure the permanence, continuity and quality of the Services.
For technical requirements, TRUST-PLACE reserves the right, subject to four (4) calendar days' notice, to temporarily interrupt all or part of the Services. Scheduled interruptions will be, as far as possible, outside office hours (9:00 a.m. to 6:00 p.m. Paris time). In any case, they may not exceed four (4) consecutive hours during office hours and days and will be limited to one per month.
As a general rule, routine operating and maintenance operations (backup, software update) do not require interruption of the Services.
In the event of interruption of the Services caused by the failure of the Solution, TRUST-PLACE undertakes to implement all the means at its disposal to restore the Services as soon as possible.
TRUST-PLACE reserves the right at any time to modify the functionalities of the Solution, if and only if the changes do not disturb the Solution itself and the CLIENT’s operations.
TRUST-PLACE ensures, within the framework of the physical and logical security rules in force on the day of the signature of the estimate, the protection of the entire Exploitation Platform, the results, the processing and the transmissions carried out, as well as backups made on the Operating Platform.
12. DATA BACKUP
All CLIENT data used, created or modified using the Solution is stored in databases or any servers defined by TRUST-PLACE on one or more servers located on one or more secure sites.
13. RIGHTS OF USE
The right to use the Solution is granted by TRUST-PLACE to the CLIENT for the duration of the Contract.
The Solution must be used in accordance with the stipulations of the General Terms and Conditions and instructions for use, security and proper functioning contained in the Documentation presented to the CLIENT.
The Solution must be used in accordance with its Destination, for the CLIENT's own needs only, within the limit of the agreed number of Users.
Any use not expressly authorized by TRUST-PLACE under the Contract is unlawful. In particular, the CLIENT is prohibited from:
• any form of use of the Solution or the Documentation in any way whatsoever for the purposes of designing, producing, distributing or marketing a solution or a similar solution or a software package or a similar software package, equivalent or substitute;
• providing the Solution or the Documentation, directly or indirectly, to a third party, in particular by rental, assignment or loan, even free of charge, or entrusting it to any service provider in the context of outsourcing except in the case of prior written agreement from TRUST-PLACE;
• any use for other processing not authorized by TRUST-PLACE.
14. INTELLECTUAL PROPERTY
TRUST-PLACE declares that it holds all the rights necessary for the conclusion of the Contract. The right of use granted by TRUST-PLACE by the Contract does not result in the transfer of intellectual property for the benefit of the CLIENT.
Consequently, the CLIENT refrains from any action, any act, which may directly or indirectly infringe the copyright on the Solution, which is in particular protected by the Intellectual Property Code.
The CLIENT is prohibited from using or exploiting the intellectual property rights of TRUST-PLACE for purposes other than those of the execution of the Contract and/or on behalf of third parties, including within its group., without the authorization of TRUST-PLACE.
The CLIENT is prohibited from filing any patent on its own behalf or on behalf of a third party, in connection with the know-how and intellectual property rights of TRUST-PLACE.
15. SUPPORT AND MAINTENANCE
During the Contract term, the CLIENT benefits from the supply and installation of corrective and technological updates of the Operating Platform.
In addition, TRUST-PLACE will provide the CLIENT with phone support and maintenance services (hereinafter “the Services”) relating to the Solution.
As part of the Contract, TRUST-PLACE provides the CLIENT with a team of support consultants to provide technical and functional assistance for the Solution.
With the exception of public holidays and exceptional days when TRUST-PLACE is closed, and except in cases of force majeure as defined herein, the intervention hours of this assistance team are from 9:00 a.m. to 6:00 p.m. (Paris time) from Monday to Friday.
TRUST-PLACE reserves the right to modify these times and will notify the CLIENT by any means at its convenience of the new time slots.
The Services include the following services:
- Access to phone assistance for the trained Administrator provided exclusively to support the use of the Solution or for the treatment of Errors. The number of phone calls is not limited.
- The update of the Solution subject to the provisions of this article.
- The need to perform an update is decided unilaterally by TRUST-PLACE with regard to legal and/or technological developments.
- Updates are directly implemented by TRUST-PLACE on the Solution and may include, depending on the case:
o the correction of Errors,
o the provision of improvements to existing functions.
Are excluded from the services provided by TRUST-PLACE under this Agreement:
- use of the Solution that does not comply with the Documentation, the instructions for use or its Destination, or even abnormal use, for whatever reason (in particular in the event of negligence, handling error, accident, etc.);
- all work or supplies not explicitly mentioned in the Contract, including phone training of the CLIENT's staff.
- a compatibility problem between the Solution and any other CLIENT equipment or a failure of this equipment;
- the provision of a telecommunications network allowing access to the Solution;
- a compatibility problem between the telecommunications networks and the Solution;
- a failure of one of the elements constituting the CLIENT's software environment (operating system, other software or software packages, network systems, etc.) or of a third-party Product;
- in general, non-compliance by the CLIENT with its obligations under the Contract, and any other contract concluded with TRUST-PLACE.
16. TRAINING
TRUST-PLACE undertakes to train Users in the use of the Solution on the days and times agreed with the CLIENT and within the limit of the number of training sessions defined in the Global Quote.
18. CLIENT COLLABORATION
The CLIENT agrees to work closely with TRUST-PLACE and in particular to:
- put in place the necessary means to collaborate with TRUST-PLACE in the context of the implementation and use of the Solution,
- communicate any difficulties to TRUST-PLACE in order to allow them to be taken into account as soon as possible, ,
- ensure the availability, cooperation and skills of its staff,
- inform TRUST-PLACE as soon as possible of any change in organization likely to have an impact on the conditions of use and performance of the Solution.
18. CONVENTION OF PROOF
The automated register in TRUST-PLACE's IT systems will be considered as proof of communications and sending of exchanges and the various transfers of data and information between the CLIENT and TRUST-PLACE.
In the event of a conflict of evidence between the automated register of TRUST-PLACE and those of the CLIENT, it is agreed that the automated register of TRUST-PLACE will take precedence over those of the CLIENT and will be the only ones admitted as evidence.
19. SUBCONTRACTING
The performance of TRUST-PLACE's obligations, under the Contractual Documents, may be subcontracted, in whole or in part, to any person of its choice, which the CLIENT accepts.
20. CONFIDENTIALITY
Each of the Parties undertakes to keep strictly confidential any information or document, which may be brought to its attention during the negotiation or execution of the Contractual Documents.
This obligation of confidentiality will apply for the entire duration of the General Conditions, and for a period of 3 years from the communication of the protected information or the expiry of the General Conditions.
Both Parties undertake to:
- not to disclose this confidential information,
- prevent any disclosure of this confidential information outside their company unless it is necessary for TRUST-PLACE to disclose it to its co-contractors in the context of the execution of the Contract,
- not to reproduce, or cause to be reproduced, all or part of documents likely to constitute or contain confidential information,
- return to the other Party or destroy, upon expiry or termination of the General Terms and Conditions, all confidential documents of any kind whatsoever which may have been given to it by the other Party,
- not to use the information for any purpose other than for the execution of the General Terms and Conditions.
The Parties agree that the provisions of this article shall not apply to information which:
- are or come to the knowledge of the other Party by publication or by any means other than a breach of its obligations by the Party which would have received them or,
- are the result of developments undertaken independently by the Party receiving them or, on its behalf, by persons who do not have access to the confidential information of the other Party or,
- are the subject of general distribution by the Party, which will communicate them without any particular restriction or,
- are the subject of dissemination as a result of a court decision.
The Contractual Documents are considered confidential information within the meaning of this article.
21. COMMERCIAL REFERENCE
The Parties expressly and mutually authorize each other to use their respective names, trademarks, and logos, as well as references to their websites, for commercial reference purposes, on any medium and in any form, with the aim of promoting and developing their respective activities.
22. ASSIGNMENT
The Contractual Documents cannot be transferred, in whole or in part, by one of the two parties without having previously obtained the written agreement of the other party.
23. TERMINATION
In the event of breach by either Party of the obligations arising from the Contractual Documents, not fixed within thirty (30) days of the registered letter with acknowledgment of receipt notifying the breach in question, the other Party may enforce the automatic termination of the General Terms and Conditions, subject to any damages it may claim under these Terms.
Termination for misconduct takes effect on the date of first presentation of its notification, and it entails the immediate suspension of all CLIENT access to the Services. The termination or end, for any reason whatsoever, of this contract does not give rise to the reimbursement of the amounts collected by TRUST-PLACE.
24. ACCESS TO SOURCE CODES
In the event of bankruptcy of the company TRUST-PLACE, the CLIENT reserves the right to request access to the latest version of the source codes which are the property of TRUST-PLACE and deposited with the APP (Association for the Protection of Programs) .
25. REVERSIBILITY CLAUSE
TRUST-PLACE undertakes under the conditions defined below to support the CLIENT in the reversibility of the Services in order to allow the CLIENT to take over or have taken over by a third party the Data and the provision of the Services under the best conditions.
Reversibility may be requested by the CLIENT at any time, in the event of termination of the Contract and will be subject to specific quotation and invoicing.
TRUST-PLACE undertakes to collaborate loyally with the CLIENT or any third party who will ensure the recovery of Data and Services.
As such, TRUST-PLACE provides the CLIENT or any third party with all the assistance and information necessary as part of a restitution step:
- knowledge and operational responsibility,
- Data and any immaterial elements owned by the CLIENT.
All returnable items should be returned as soon as possible.
During reversibility operations:
- TRUST-PLACE will carry out the tasks for which it is responsible under the reversibility Plan and will in particular transfer the documents and information necessary for the recovery of the Data and the Services,
- the Services must continue to be provided in compliance with the conditions referred to in the Contract and the General terms and Conditions,
- the Parties may in no way modify or reduce their mutual responsibilities.
The Contract remains in force as long as the tasks for which TRUST-PLACE is responsible for reversibility have not been completed and validated in accordance with the commitments made in the reversibility Plan.
At the end of the reversibility operations, the Parties will sign a report attesting to the end of the reversibility operations and their compliance, and the transfer of responsibility from TRUST-PLACE to the CLIENT or the third party designated by the CLIENT.
26. CLIENT'S DATA AFTER TERMINATION
In the event of termination of the Contract by the CLIENT or by TRUST-PLACE and whatever the cause, the CLIENT may request a backup of the data hosted on a storage device chosen by TRUST-PLACE or by e-mail, which will be carried out within the deadlines and the rates in force for this service, except if this termination occurs exclusively for failure of the company TRUST-PLACE to ensure the proper functioning of the Services.
If the CLIENT makes an express request, TRUST-PLACE undertakes to erase and delete from its system the data belonging to the CLIENT. This deletion will take place within 10 days of the CLIENT's request. In the event that no express request from the CLIENT is made within the month following the termination, after formal reminder from TRUST-PLACE, TRUST-PLACE may or may not erase the data, without time limit or notice.
27. PROTECTION OF PERSONAL DATA
It is expressly reminded that the CLIENT remains responsible for processing the personal data collected, TRUST-PLACE only acting as a subcontractor within the meaning of the applicable regulations on the protection of personal data.
Therefore, in the context of the execution of the Contract, TRUST-PLACE will act exclusively on behalf of the CLIENT, on the basis of the stipulations of this article and the sole instructions of the CLIENT and in accordance with said stipulations.
TRUST-PLACE acts as a subcontractor, following the instructions of the CLIENT, and therefore undertakes to comply with the following obligations and to ensure compliance by its staff and any subcontractors:
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Process the CLIENT’s personal data only for the purposes described above, unless the COMPANY is required to do so by applicable regulations. In such a case, TRUST-PLACE will inform the CLIENT of this legal obligation before processing, unless the applicable regulations prohibit such notification.
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Ensure that individuals authorized to process the CLIENT’s personal data commit to maintaining the confidentiality of such data.
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Promptly notify the CLIENT of any requests from data subjects and cooperate reasonably with the CLIENT to enable compliance with its obligations under applicable regulations. The CLIENT shall bear all reasonable costs arising from the assistance provided by TRUST-PLACE.
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Assist and cooperate with the CLIENT in conducting a data protection impact assessment or a prior consultation with a supervisory authority, if required.
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Implement and maintain a procedure for reporting personal data breaches or incidents, ensuring that the CLIENT is alerted as soon as possible.
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Not use the CLIENT’s personal data, documents, or information for purposes other than those specified in the Contract and related services.
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Not disclose such data, documents, or information to any third parties, whether private or public, individuals or entities, except as specified in the CONTRACT.
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Implement appropriate technical and organizational measures to ensure a level of security for personal data appropriate to the risk, particularly to prevent data from being altered, damaged, or disclosed to unauthorized persons.
28. FORCE MAJEURE
Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions
29. LIABILITY
TRUST-PLACE's liability is limited to compensation for direct damages suffered by the CLIENT as a result of non-performance of the obligations arising from the Contractual Documents. Any financial or commercial damage and any action directed against the CLIENT by a third party constitutes indirect damage not giving rise to the right to compensation.
In any case, compensation for damages suffered by the CLIENT due to a proven fault of TRUST-PLACE is expressly limited for the duration of the General Terms and Conditions, all causes combined and for any reason whatsoever, to the amount of the last invoice issued by TRUST-PLACE at the time of the event giving rise to its liability.
30. INSURANCE
Each party undertakes to insure and to keep its insurance policy in force with a reputably solvent insurance company established in its country, for all the pecuniary consequences of its civil, professional, tort and/or contractual due to bodily, material and immaterial damage caused to the other Party and to any third party in the performance of its obligations.
31. MISCELLANEOUS
Each Party is prohibited from making a commitment in the name and/or on behalf of the other. Each of the Parties remains solely responsible for its acts, allegations, commitments, services, products and personnel.
The titles being inserted only for reasons of convenience, in the event of difficulty of interpretation between any of the titles appearing at the head of the clauses and the content of any of the clauses, the titles will be declared non-existent.
The Contractual Documents express all of the obligations of the Parties. No other condition appearing in the documents sent, exchanged or delivered by the Parties may be incorporated into the Contractual Documents.
Unless expressly provided otherwise, any modification of the Contractual Documents can only be made by means of a written amendment duly signed by the authorized representatives of each of the Parties.
If any of the stipulations of the Contractual Documents turns out to be null with regard to a rule of law in force or to a final legal decision, it would then be deemed unwritten, without however entailing the nullity of the Contractual Document concerned or alter the validity of its other stipulations.
The fact that one or other of the Parties does not claim the application of any clause of a Contractual Document or acquiesces in its non-performance, whether permanently or temporarily, cannot be interpreted as a waiver by this Party to the rights resulting for it from the said clause.
32. CONCILIATION
In the event of a dispute arising between them regarding the interpretation or execution of the Contractual Documents, and apart from cases of non-compliance with the settlement deadlines, the Parties shall endeavor to find an amicable solution to their dispute within soon as possible.
To this end, as soon as a Party identifies a dispute with the other Party, it may request the convening of a meeting to discuss the settlement of the matter in dispute.
This summons will be made by any means. This meeting will be held within a maximum period of 15 days from receipt of the request, which will be sent by registered letter with acknowledgment of receipt.
If, within this period of 15 days, no solution is found, ratified by a written agreement signed by the representatives of the Parties or if the meeting has not taken place, the amicable procedure will be considered as terminated.
33. LAW AND JURISDICTION
This Agreement shall be interpreted and enforced in accordance with the French Law.
IN THE EVENT OF A DISPUTE AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, EXPRESS JURISDICTION SHALL BE GIVEN TO THE COURTS OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR APPEAL IN WARRANTY, EVEN FOR EMERGENCY PROCEDURES OR PRESERVATIVE PROCEDURES, IN REFERENCE OR ON REQUEST.