This document constitutes Adictiz’s Terms and Conditions of Sale and applies to the Adictiz Box subscription offered by Adictiz, a type of simplified joint stock company under French law (SAS) with a capital of 310,559.00 euros and a head office at 165 Avenue de Bretagne, 59000 Lille, France, and registered at the Lille Métropole Trade and Companies Register under the number 504 614 892 (hereinafter referred to as “Adictiz”).
Article II. Scope of Application
These Terms and Conditions of Sale apply to the Customer who wishes to benefit from the Adictiz Box subscription offered by Adictiz. The provision of this service to the Customer implies full acceptance without reservations of these Terms and Conditions of Sale, which replace any terms of purchase of the Customer upon their acceptance of the service.
Only stipulations relating to a contract or any possible Specific Conditions agreed upon by Adictiz and the Customer may deviate from these Terms and Conditions.
If Adictiz does not present any objections to stipulations contained in any communication received from the Customer, this cannot be considered as a waiver of the right to enforce these
Terms and Conditions.
Adictiz reserves the right to modify these Terms and Conditions of Sale at any time. These modifications will only apply to services carried out after communication to the Customer by all means in the modified Terms and Conditions of Sale.
Adictiz undertakes to make all efforts to ensure quality of the Adictiz Box subscription provided to the Customer, in a context of obligation of due care.
The financial conditions for Adictiz services are indicated in the subscription package and the Adictiz Box options to which the Customer has subscribed.
The order is definitive when the Customer has signed this Adictiz Box contract.
Validation of the order is equivalent to acceptance of these Terms and Conditions of Sale.
Adictiz reserves the right to refuse any order from a Customer with whom there is a dispute over payment for a previous order while the dispute has not been resolved.
The prices of Adictiz services are those in force on the day of the Customer’s order.
The prices indicated in the Adictiz Box subscription contract are understood to exclude tax.
In the case of non-performance of the full or partial payment by the Customer within the term established, the Customer is liable for late penalties which Adictiz may lawfully apply from the day after the payment date indicated on the invoice and equal to the sum due plus the rate applied by the European Central Bank (ECB) to its refinancing operation, in force at the moment this clause is applied, increased by 10 percentage points.
In case a full or partial payment is late by over fifteen (15) days, Adictiz reserves the right to lawfully suspend the provision of its services without need for formality or prejudice to the sums that remain due and to any damages and interest.
Furthermore, the Customer undertakes to reimburse Adictiz for any attorney’s fees, legal consultancy fees, and/or recovery fees Adictiz spends to recover any sum that the Customer has not paid.
In a situation of late payment, the Customer lawfully owes Adictiz a flat-rate compensation of forty (40) euros minimum for recovery fees in addition to the aforementioned compensation for lateness. Adictiz reserves the right to claim a higher compensation with justification.
This Adictiz Box subscription offered by Adictiz implies that, on the Adictiz Box platform, Adictiz has created software (specifically the structure/framework of modules and options to which the Customer has subscribed to create custom content) that is protected by the laws in force on intellectual property, of which Adictiz is the holder.
Any full or partial reproduction, representation, or adaptation of this software is systematically subject to authorization from Adictiz, who only grants the Customer a license to use this software for the subscription duration.
Les marques et logos d’ADICTIZ sont déposés et protégés.
Toute reproduction totale ou partielle des marques et/ou logos d’ADICTIZ, sans son autorisation expresse, est constitutive de contrefaçon sanctionnée par les articles L.7132 et suivants du Code de la propriété intellectuelle.
The databases established by Adictiz and by the Customer in their roles as producers are protected by copyright as well as by the July 1, 1998 law transposing the March 11, 1996 European directive related to legal protection of databases into the French Intellectual Property Code.
Unless written authorization from the database producer in question has been obtained, any partial or full reproduction, representation, adaptation, translation, and/or modification, as well as any substantial qualitative or quantitative excerpt, is forbidden and sanctioned by Articles L.343-4 et seq. of the French Intellectual Property Code.
As the party responsible for processing personal data, the Customer undertakes to carry out lawful processing under the French Information Technology and Civil Liberties legislation, notably the January 6, 1978 law no. 78-17 on information technology, files, and modified civil liberties. Thus, excluding exceptions listed in this law, the Customer notably undertakes to inform the people concerned by this processing as soon as the data is saved, in compliance with Article 32 of the aforementioned law, and to carry out appropriate formalities with the French National Commission on Information Technology and Civil Liberties. For personal data in the Customer’s possession, the Customer, in their role as the party responsible for the processing, is required to take all useful precautions in view of the nature of the data and the risks presented by the processing to preserve the security of the data and, notably, prevent its deformation, damage, or access by an unauthorized third party. For personal data in Adictiz’s possession, Adictiz, in the role of processor (sous-traitant) as defined in Article 35 of the French Information Technology and Civil Liberties law, will act upon instructions from the Customer and provide sufficient guarantees to ensure implementation of security and confidentiality measures for the Customer’s personal data.
Adictiz reserves the right to full ownership of content created by the Customer through its modules and options to which the Customer subscribed until the effective payment of the entire price and of possible late payment interest by the Customer. In case of non-payment, Adictiz may suspend or terminate service. These provisions do not prevent transfer to the Customer, from the time of rendering of the modules and options to which they have subscribed, of risks of damage that the modules and options could cause.
Adictiz is only under an obligation of due care to the Customer and provides no guarantee, whether express or implicit, including any guarantee of quality and appropriateness for a particular use of the services rendered. Adictiz alone assumes the consequences of any claim from a third party about the software, specifically the structure/framework of modules and options provided by Adictiz. The Customer alone assumes the consequences of any claim from a third party concerning the use by the Customer of modules and options provided by Adictiz, as well as custom content the Customer has created. Adictiz undertakes to implement the appropriate technical means to ensure data security and confidentiality of its services within the context of an obligation of due care. Nonetheless, despite the security systems implemented by Adictiz to prevent any interception, confidentiality of services provided by Adictiz via the Internet cannot be fully guaranteed. Adictiz may therefore not be held responsible for loss of or interference with data passing through the Internet, for modification or an unauthorized access to transmissions or data, or for elements or data sent or received or for which the sending or reception has failed.
Adictiz is responsible for direct damages that the Customer has experienced which are direct consequences of the structure (framework) of modules and options provided by Adictiz, save fault on the Customer’s part. Adictiz shall not be held responsible in case of indirect damage that occurs during provision of its services, notably in case of data loss.
Adictiz shall not be held responsible or considered to be in breach of these Terms and Conditions for any lateness or non-performance when the cause of the lateness or non-performance is related to a case of force majeure as defined by precedent in the French court system, including interruption, suspension, reduction, or disturbance to electricity or other or all interruptions of electronic communications networks, and more generally for any external cause beyond the company’s control or for the action of a third party.
The Customer expressly agrees not to solicit any Adictiz employee to potentially, directly, or indirectly hire them, even if the initial solicitation comes from the employee. This restriction applies during the duration of the contract and during the twelve (12) months following the date upon which contractual relations are terminated for any cause whatsoever. In case of non-compliance with this restriction, the Customer shall be responsible for immediately paying Adictiz, as a penalty, a flat-rate compensation equal to twelve (12) months of the latest gross monthly salary of the person solicited or hired.
The term of the contract signed by Adictiz and the Customer is stipulated in the Adictiz Box subscription package to which the Customer has subscribed. Once the initial term has expired, the contract is automatically renewed at the end of its term for a period of one (1) year every year, unless Adictiz or the Customer sends notice of termination by registered letter with return receipt required within the three (3) months before the end of its term.
Adictiz reserves the right to oppose use by the Customer of services provided until effective payment of the full price (principal and interests) has been made. This reservation of use clause does not prevent transfer of risks such as those laid out in these Terms and Conditions of Sale.
The Parties undertake to strictly maintain confidentiality of information exchanged and all documents and elements produced within the context of performance of contracts they have signed. The Customer undertakes not to use services created by Adictiz for ends outside the rendering of the Adictiz Box subscription service. During and upon completion of rendering of services by Adictiz, each party and its agents undertake not to divulge the methods and tools which are the exclusive property of the other party to a third party without authorization from the other party. Despite the security systems implemented by Adictiz to prevent any interception, confidentiality of the services rendered by Adictiz via the Internet cannot be fully guaranteed. Adictiz therefore cannot be held responsible for loss of or interference with data passing through the Internet, for modification or an unauthorized access to transmissions or data, or for elements or data sent or received or for which the sending or reception has failed.
The invalidity of one or several provisions in these Adictiz Terms and Conditions of Sale shall not cause these Terms and Conditions to be void. Article titles are provided for reference.
These Terms and Conditions of Sale are subject to French law. Any dispute arising from these Terms and Conditions or their performance will fall within the exclusive jurisdiction of the courts of Lille, notwithstanding multiple defendants or introduction of third parties.