Dated 21 February 2017
These provisions are the Terms and Conditions of Sale of ADICTIZ, a limited company with a share capital of 310,559 euros, whose registered office is at 2 rue Fourier 59000 Lille, registered at the Lille Métropole Company Trade Register under company number 504 614 892 ("ADICTIZ"). These provisions apply to all Services offered by ADICTIZ, namely:
The following terms and expressions have the definitions given below, unless specified otherwise, if they are written with their first letter as a capital, whether in the singular or plural, in these Terms and Conditions of Sale or any other document emanating from ADICTIZ: Subscription: the subscription package for the Platform Licence chosen by the Client and set out in the Contract and/or Quote.
Quote: the registration form for a Subscription and/or an acceptance of a non-Subscription Service.
Client: the person who has subscribed to a Quote from ADICTIZ and who is responsible for payment. The Client is a professional, meaning that he is acting for business, industrial, artisanal, independent professional or agricultural purposes.
Order: the Client's acceptance of a Service offered by ADICTIZ
Terms and Conditions of Sale or T&Cs: these provisions.
Contract: all the Client's and ADICTIZ's rights and obligations, relating to a Service, which are described in these T&Cs, the Quote and any special conditions that may be agreed.
Licence: the licence granted by ADICTIZ to use the Platform within a Subscription.
Platform: software developed by ADICTIZ available in SaaS mode.
Services: all services offered by ADICTIZ, namely the Subscriptions and the non-Subscription Services.
Ad hoc Service: an ad hoc service provided by ADICTIZ, outside the Subscription.
These Terms and Conditions of Sale apply to:
Signature of a Quote means the complete and unreserved acceptance of these Terms and Conditions of Sale which apply notwithstanding any contrary clauses that may be contained in any document from the Client (such as their terms of purchase). Thus, all provisions of any Client documents which are contrary to these T&Cs will be unenforceable against ADICTIZ, except if there is express written agreement between the parties (special conditions).
ADICTIZ reserves the right to modify these Terms and Conditions of Sale at any time.
These modifications will only apply to Services performed after the Client's acceptance by any means of the modified Terms and Conditions of Sale.
Without acceptance, the previous Terms and Conditions of Sale continue to apply.
The applicable Terms and Conditions of Sale are those in force on signature of the Quote unless there is a change in the law or in public policy regulation.
ADICTIZ commits to take all due and necessary care to provide Services of quality to the Client.
ADICTIZ Services' financial terms are set out within the Quote, together with the options to which the Client has subscribed.
The Order is binding once the Client has signed the Quote and returned it to ADICTIZ. ADICTIZ reserves the right to refuse any Order from a Client with whom there is an ongoing dispute relating to payment of a previous Order until the dispute is resolved.
The price of the Services are contained within the Quote signed by the Client.
The prices contained in the Contract are stated without VAT.
Payment for ADICTIZ's Services is due from the Client thirty (30) days after issue of the invoice by ADICTIZ.
In the event of the Client's total or partial non-payment within the deadline, the Client will be liable for late payment penalties imposed as of right by ADICTIZ from the day after the payment date on the invoice and equal to the sum due plus the interest rate applied by the Central European Bank (CEB) to its refinancing operation in effect at the time that this clause is applied, increased by 10 percentage points.
In addition, in the event of a partial or total delay in payment of more than fifteen (15) days, ADICTIZ reserves the right to suspend provision of the Service in question without giving formal notice and without prejudice to the remaining sums due and any damages and interest incurred.
In addition, the Client agrees to reimburse ADICTIZ all fees for lawyers, advice and/or collection costs which it incurs to recover all sums due from the Client.
The Client who is in default of payment will be automatically liable to ADICTIZ for a minimum fixed fee of forty (40) euros for recovery fees, in addition to the above mentioned late payment indemnities. ADICTIZ reserves the right to claim a higher indemnity from the Client upon presentation of proof.
The Subscription packages offered by ADICTIZ involve the creation of software by ADICTIZ (the structure/content of modules and options which are accessible on the Platform and which allow the Client to create personalised content) which is protected by the applicable intellectual property laws, and which belongs to ADICTIZ.
Any reproduction, representation or adaptation, either wholly or in part, of these softwares is subject to ADICTIZ's authorisation, who only grants the Client a Licence for use of these softwares for the Subscription term.
The ADICTIZ's trademarks and logos are registered and protected.
Any whole or partial reproduction of ADICTIZ's trademarks and/or logos, without its express permission, constitutes counterfeiting sanctioned by articles L.713-2 onwards of the Intellectual Property Code.
The databases created by ADICTIZ and the Client in their capacity as producer are protected by copyright and by the Law of 1 July 1998 which transposes into the Intellectual Property Code the European Directive of 11 March 1996 on the legal protection of databases.
Without the written consent of the producer of the relevant database, all reproduction, representation, adaptation, translation and/or modification, in whole or in part as well as all substantial qualitative or quantitative change is prohibited and sanctioned by articles L.343-4 onwards of the Intellectual Property Code.
As part of the Services in general :
The Client collects data of a personal nature in order to carry out its commercial activity and in order to strengthen its client/prospect base. As such, the Client has the status of data controller.
If ADICTIZ accesses the Client's personal data, it has the status of data processor for the term of the relevant Contract.
As a controller of personal data, the Client agrees to carry out lawful processing in accordance with data protection legislation including Law n°78-17 of 6 January 1978 relating to data processing, files and freedoms, and complying with European Regulation 2016/679 when it comes into force.
The Client therefore agrees to collect personal data in a fair and lawful manner.
The Client will collect personal data for specific, explicit and lawful purposes.
Each processing purpose is subject to a prior declaration to the CNIL (National Commission for Data Protection).
The Client agrees that the data collected will be adequate, relevant and not excessive for its intended purpose.
Only data required for processing must be collected.
According to the quality principle, collected data must be accurate, complete and up to date.
Personal data may not be kept by the Client for an unlimited period.
The Client will set a reasonable conservation period for the declared purpose and will respect the periods imposed by the CNIL or the law.
The Client's data processing must have received the individual's free, specific and informed consent.
For the personal data in its custody, the Client, in its capacity as data controller, must take all necessary precautions, in view of the nature of the data and the risk in data processing, to preserve data security and prevent it being distorted, damaged or third parties gaining unauthorised access.
As data processor, ADICTIZ agrees to implement sufficient safeguards, including technical and organisational measures, to ensure that the data processing guarantees protection of the relevant individual's rights as well as the security, confidentiality and integrity of the personal data.
The Client expressly authorises ADICTIZ to use subcontractors, in particular to host the Client's data, having specified that the same data protection obligations as those set out in these Terms and Conditions are imposed on the subcontractors.
ADICTIZ will only process personal data on receipt of documented instruction from the Client, including personal data transfer to a third country or an international organisation, unless required to do so under European Union law or the laws of a Member State to which ADICTIZ is subject.
ADICTIZ will ensure that the persons it authorises to process the personal data agree to respect confidentiality or are subject to an appropriate legally binding confidentiality obligation.
ADICTIZ agrees to work with the Client to respond to relevant persons’ requests to exercise their rights (such as the right of access, opposition and rectification).
At the end of the Subscriptions, as directed by the Client, ADICTIZ will return all collected personal data in a format agreed by the parties.
ADICTIZ will provide the Client will all information necessary to demonstrate compliance with the obligations set out in this article and to enable audits, including inspections, by the data controller or another auditor instructed by the Client, and will contribute to these audits. If necessary, these inspections or audits may only be carried out on 15 days' notice and only for the purpose of verifying compliance with this article.
ADICTIZ will, as far as possible, inform the data controller if it considers that an instruction constitutes a clear breach of data protection regulations.
Personal data hosting
As part of the Subscriptions:
It is pointed out that when ADICTIZ hosts personal data collected by the Client as part of a Subscription, this personal data is hosted by an ADICTIZ subcontractor on servers located in the European Union.
As part of the non-Subscription Services:
The Client acknowledges that as part of the non-Subscription Services, ADICTIZ may use social media platforms and the data processed by those platforms may potentially be hosted outside the European Union.
ADICTIZ reserves the right to oppose the Client's use of the Services provided until payment is received in full.
In the event of non-payment, ADICTIZ may suspend or stop the relevant Services.
These provisions do not preclude the risk of damage to the Client during performance of the Services.
As part of the Subscriptions, ADICTIZ retains full ownership of the content created by the Client using the modules and options to which it is subscribed until full payment and any interest for late payment is received.
In the event of non-payment, ADICTIZ may suspend or stop the relevant Services.
These provisions do not preclude the risk of damage to the Client during performance of the subscribed modules and options.
ADICTIZ only owes the Client a best endeavours obligation and does not provide any warranty, either express or implied, including a guarantee of quality and suitability for a particular use of the performed Services.
As part of the Subscriptions:
Nevertheless, despite the security measures implemented by ADICTIZ to avoid interception, this security and confidentiality cannot be totally guaranteed.
ADICTIZ shall not be liable for any loss or damage to the integrity of the data transiting through the internet, tampering or unauthorised access to transmissions or data sent or received, including failed sending and receiving, except in case of fault on its part.
ADICTIZ shall be liable to the Client for personal injury and damage to property resulting directly from a fault on its part, but it cannot in any case be held liable, regardless of the type of liability, even if ADICTIZ has been informed of their possible occurrence, unless there is mandatory applicable legal rule, for any consequential loss, and/or indirect, incidental, special loss whether material or immaterial, consequential or not, including damage resulting in loss of profits, loss of earnings, damage to brand image, loss of orders or clients, loss of data or loss of use suffered by the Client or a third party.
In any event, with the exception of personal injury, ADICTIZ's financial liability will be limited to the total price paid by the Client for the Order which caused the damage.
This clause will apply subject any contrary applicable laws. In that case, liability will be limited to the extent permitted by the applicable law.
ADICTIZ shall not be liable, or considered in breach of these Terms and Conditions for delay or non-performance, when the delay or non-performance is related to a force majeure as defined by the jurisprudence of the French courts and tribunals, including the interruption, suspension, reduction or interference with electricity or any interruptions to the electronic communications networks and more generally for any external cause beyond its control or for the act of a third party.
The Client is expressly forbidden from soliciting for a job either directly or indirectly any ADICTIZ employee, even if the initial solicitation is made by the employee.
This prohibition applies for the duration of the Contract and for twelve (12) months following termination of contractual relations for any reason whatsoever.
In the event of breach of this prohibition, the Client will be immediately required to pay ADICTIZ, as a penalty clause, a lump sum equivalent to twelve (12) months of the last gross monthly salary of the person solicited or hired.
When a Subscription is signed up to: the term of the Contract between ADICTIZ and the Client is set out in the Quote and depends on the Subscription chosen.
At the end of its initial term, the Contract is tacitly renewable on its expiry date for a one (1) year period every year, in the absence of cancellation by ADICTIZ or by the Client by registered letter with confirmation of receipt three (3) months prior to the deadline.
The Parties agree to keep strictly confidential any information exchanged and all documents and elements produced in the execution of Contracts between them.
The Client agrees not to use the Services provided by ADICTIZ for purposes outside the performance of the Contract.
During and at the end of the Contract, each party and its agents agree not to divulge to third parties, without the consent of the other party, the methods and tools which are the exclusive property of the other party.
If any part of these T&Cs is declared void, invalid or unenforceable for any reason, the term or terms in questions shall be declared non-existent and the remaining terms shall remain in full force and effect. The terms which are declared non-existent shall be replaced by terms which are closest to the content and meaning of the cancelled terms.
The Contract shall be governed exclusively by French law.
Any dispute between the parties relating to their commercial relations and in particular to the Contract's conclusion, interpretation, execution and termination will be subject to the exclusive jurisdiction of the courts of the place where ADICTIZ's registered office is located, even in the case of invoking a warranty or multiple defendants, and including urgent or conservatory procedures, whether interlocutory or upon application.