The company ALPHALYR, registered in the Paris Trade and Companies Register under No. 799 351 879 (hereinafter “the Publisher”), has developed a SaaS Solution (hereinafter the “Solution”), composed of different software solutions:
a main module, intelligent report generator,
an additional module for optimizing online media expenses,
an add-on module for Google Analytics data reliability.
ARTICLE 1 — OBJECT
This document aims to define the terms and conditions under which the “Publisher” provides to the “Customer” as defined in the order form or the quote:
a right of access to the Solution;
a personal and non-exclusive right to use the Solution;
Hosting the Solution.
ARTICLE 2 – CONTRACT DOCUMENTS
2.1 It is expressly agreed between the Publisher and the Client that the following documents constitute the full documents having contractual value between the parties relating to the Solution, according to the descending hierarchy:
the purchase order, if applicable (hereinafter the “Purchase Order”);
this document and any annexes (hereinafter the “General Conditions”);
the presentation document of the functionalities proposed by the Solution (hereinafter the “Presentation”), which was given to the Client prior to the signing of these presents.
In case of contradiction, among these three previous documents, the provisions of the latter document at the top of the hierarchy will prevail.
The documents referred to in this section 2.1 are hereinafter referred to collectively as the “Contract”.
2.2 The Client acknowledges and agrees that he has been fully informed that the Solution consists of a main module and two additional modules, which can be activated upon signature of the Contract, or subsequently upon simple written acceptance by the Client (by e-mail in particular).
ARTICLE 3 —
NATURE OF BENEFITS
3.1 DESCRIPTION OF THE SOLUTION
3.1.1 The Solution is mainly a Software as a Service (SaaS), ie in the form of a software application accessible remotely, via the Internet, or a system push notifications, including e-mail. The subscription includes unlimited access to the analyzes generated by the Solution, including all the reports defined and parameterized during the design and client set-up.
3.1.2 On the effective date of the Agreement, the Solution offers the functionality described in the Presentation. The Client’s access to the various features of the Solution depends on the type of subscription he subscribed. The Publisher alone will have the ability to develop new functionalities such as improving the existing functionalities, without the Client being able to require the Editor, in execution of the Contract, to implement such functionalities or improvements. or developments specifically requested by the Customer.
3.2 ACCESS TO THE SOLUTION
3.2.1 The Publisher will sent the Client the login to the solution if he has subscribed to an offer including access to a platform.
3.2.2 Any logins are intended to protect the integrity, availability and confidentiality of the data processed by the Solution. Accordingly, the Customer acknowledges and agrees that the Customer ID is personal, confidential and non-transferable, and that the Customer is solely responsible for its confidentiality, as consequences of its communication to its collaborators as to third parties.
In the same way, the Customer acknowledges that he is solely responsible for the confidentiality of the electronical notifications sent to him by the solution, in particular email.
3.2.3 The Customer expressly acknowledges and agrees that the Publisher uses one or more third parties (hereinafter “the Host”) to host the Solution. The Customer acknowledges and accepts that the Solution and / or the hosting server may require interventions from the Publisher or the Host that require the temporary interruption of access to the Solution in order to correct any malfunctions (corrective maintenance) and / or to implement improvements or new functionalities of the aforementioned elements (evolutionary maintenance). If necessary, the Publisher commits to making its best efforts to reduce the duration of each interruption.
ARTICLE 4 – QUALITY OF SERVICE
4.1 CONFIDENTIALITY AND DATA SECURITY
4.1.1 The Publisher takes all appropriate measures to ensure the security and confidentiality of the processed data. In general, the Company commits to implementing any technical means to maintain the integrity, security and confidentiality of the Customer’s data.
4.1.2 The Publisher commits to keeping strictly confidential and not to disclose or communicate to third parties the information that will be transmitted to or to which it will have access during the execution of this Agreement. The Publisher commits to sharing this information only to the members of its staff and its subcontractors who are to read and use it.
4.2 DATA PROCESSING AND SECURITY
4.2.1 The Publisher may be required, via the add-ons, to perform personal data processing on behalf of the Client, as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from May 25, 2018. Where applicable, these treatments and their execution procedures are defined in an Appendix to these General Conditions, sent to the Customer upon request.
4.2.2 The Client declares having been informed and expressly accepting that the Publisher may proceed to the processing of his data for research, statistical or business intelligence purposes, it being specified that the implementation of such treatments may not be an exception to the confidentiality provided in Article 4.1.
ARTICLE 5 – INTELLECTUAL PROPERTY
5.1 Subject to compliance with the Contract by the Customer, the Publisher grants to him non-exclusivly and for the duration of the Contract, the right to proceed with the loading, posting and execution of the Solution for only needs of its use by the User in accordance with the terms defined in article 3.
The entry into force of the Agreement does not imply any transfer of ownership rights of any kind to the Solution for the benefit of the Customer.
5.2 The software elements, texts, photos, images, graphics and sounds, and any other existing or future elements contained in the Solution are the property of the Publisher or its contractors.
Article 5.1 exhaustively states the rights granted to the Customer on the Solution, so that the Customer is not allowed to perform or attempt to do the following:
reproduce all or part of the Solution in any form and for any other purpose than those provided for in section 5.1;
proceed to the distribution of the Solution in any form and for any purpose whatsoever, including by sale, loan, rental, or gift;
consent to any assignment, sublicense, or other form of transfer, in whole or in part, of the rights granted to the Solution;
arrange, adapt, translate or otherwise modify the Solution, including to correct any errors, without the express and prior agreement of the Publisher;
reverse engineer, decompile, disassemble all or part of the Solution;
alter, disable, or delete any technical device limiting the use of the Solution or the mention of copyrights, trade names, logos, trademarks or other intellectual property privileges or distinctive signs of the Publisher and / or its contractors in or on the Solution.
ARTICLE 6 – RESPONSIBILITIES
6.1 The Client is solely responsible for the choice of the Solution, for the use that is made of it as well as for the analysis and results, and expressly accepts that no obligation of the Publisher can be considered as result or enhanced means.
The Publisher can not be held responsible to the Client for any direct or indirect damage resulting from the impossibility of using the Solution.
In the event that the Publisher’s liability is recognized by a court decision, the compensation due by the Publisher will be limited, whatever the nature and legal basis invoked against him, at the price paid by the Client in performance of the Contract during the twelve (12) months preceding the acknowledgment of the Publisher’s liability.
6.2 The client is responsible for appointing a project manager with the ability to decide. It will centralize the needs and requests on behalf of the client.
The client is responsible for bringing into the workshop the definition of the parameters of the stakeholders with the ability to decide. Any post-workshop review will be billed.
With each request for information or data from the Publisher to the Client, unless agreed by mutual agreement, the latter has a period of 7 calendar days to transmit them. Any delay in the provision of this information or data by the client within the time specified in the schedule or failing this within 7 calendar days will render the schedule obsolete and will be subject to a rescheduling, without impact on the licenses. Similarly, at the delivery of each deliverable, the customer will have a period of 7 calendar days to transmit any reservations. The delivery will be deemed to be registered with with the aforementioned reservations
on the 7th day and will trigger the next phase.
ARTICLE 7 – DURATION OF THE CONTRACT
7.1 INITIAL DURATION, RENEWAL
The Contract is concluded as of its coming into force, for a fixed term of twenty-four (24) consecutive months, without the possible suspension of the access to the Solution prolongs this duration, and will be renewed tacitly for a period of twelve (12) months, at the rate then in force, unless denounced by registered letter with acknowledgment of receipt given two months notice before the expiry of the current subscription period.
7.2 EFFECTS OF END OF CONTRACT
The Client acknowledges and agrees that the termination of the Agreement, whatever the cause, terminates the rights granted to the Solution, so that it no longer has the ability to access it as use.
Consequently, the Customer acknowledges and expressly agrees that he will no longer have access to the results, in any form whatsoever, produced by the Solution, including for the period prior to the occurrence of the term of the Contract, no return service. of which are not provided by the Publisher.
The Customer also renounce to request for the processed data, and recognizes that their volume as the multiplicity of their source make such restitution extremely complex to achieve, and in any case not commensurate with the price paid to the Publisher .
ARTICLE 8 – FINANCIAL CONDITIONS
8.1 Access and use of the Solution are granted by the Publisher to the Client on payment of a subscription whose amount and terms of payment vary according to the offer chosen by the Customer and the monthly traffic on his website (Unique Visitors), and are specified in the Order Form. The price is exclusive of taxes.
8.2 In the event of significant changes to the parameters and structure of the Google Analytics account, the Publisher reserves the right to change the amount of the license. In this case the customer will be informed by any written means and will have one month to terminate the license.
8.3 At the end of the commitment period, the Publisher reserves the right to re-evaluate the amount of the license in case of traffic increase (Monthly Unique Visitors).
8.4 The price corresponding to the first year of subscription is due upon signature of the Contract, and payable upon delivery of the technical architecture. Each subsequent annuity is payable in arrears on the anniversary of the signing of the Contract.
8.5 In the event of late payment at the end of the term, penalties equal to 10.75% of the amount of the unpaid invoices will be automatically due. In case of unpaid, after sending the Customer a formal notice remained unsuccessful for a period of 15 days from its first presentation, the subscription will be suspended immediately and automatically, until clearance of the account, without prejudice of any repair to which the Publisher could claim.
ARTICLE 9 – TREATMENT OF PERSONAL DATA OF CUSTOMER EMPLOYEES AND EMPLOYEES
9.1 TREATMENTS AND PURPOSES
In order to guarantee access to the Solution and the quality of the service, the Publisher has the following personal information:
-last name and first name,
-e-mail address, phone number,
Affected persons: employees and employees of the Customer.
Data processing consists of:
setting up customer databases, consulting and sending e-mails,
setting up a database of users of the Solution and analyzing user login data.
It is specified that these data are processed with the only purposes of:
creating access to the Solution and Notifications,where appropriate, the identification of platform users so that they can access the platform,
Sending communications of commercial nature (commercial offer of the Publisher and its subsidiaries for the Customer, communications relating to the evolution of its offer),
the transmission of information of an organizational nature within the Contract (invoicing, customer satisfaction survey, communications relating to the Publisher’s missions for the Customer).
the development of statistics relating to the use of the Solution.
9.2.1 The Publisher commits not to selling, assigning, renting, to a third party the personal data defined in article 9.1. These are only used by the collaborators and possibly by the Publisher’s subcontractors and its subsidiaries for the sole purposes defined in Article 9.1.
9.2.2 The Publisher commits, in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018, to put in place an internal data protection policy personal character.
9.3 CUSTOMER RIGHTS
In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018, the Customer has a right of access, rectification, opposition or deletion of personal data concerning its employees and employees, which can be exercised by sending an e-mail to the Data Protection Officer.
Data Protection Officer: Angèle Allant | email@example.com
ARTICLE 10 – MISCELLANEOUS
10.1 The parties expressly agree that the written communications to be made between them in execution of the Contract may be made by e-mail, with the exception however of communications expressly requiring the issue of an acknowledgment of receipt.
10.2 If any provision of the Agreement is declared unlawful, void, unenforceable, in whole or in part, the provision will be amended to make it lawful, valid and enforceable, in consideration of the original Agreement. All other provisions of the Contract will not be affected.
10.3 The Contract is subject to French law. Without prejudice to the possibility of each party to apply to the judge for interim relief, the parties will endeavor to resolve amicably any dispute that may arise between them, in direct or indirect relation with the Contract.
Failing amicable agreement within a period of one (1) month from the occurrence of the dispute, it may then be submitted by the most diligent Party to the competent courts of Paris, notwithstanding plurality of defendants or appeal warranty.