Within the framework of these Terms & Conditions of Sale, the terms below, in their plural or singular form and beginning with a capital letter will have the following meaning:
Access rights: refer to the confidential login and password allowing the Client to access the Interface.
Additional Services: refer to the support services and recommendations for optimising optional Solutions not included in the Subscription linked to the Solutions set up by SMART TRIBUNE.
Administration Interface: refers to the online page (web, mobile, mobile application) accessible with Access Rights, allowing the Client to access the Solution to consult the data processed there, to modify, correct, delete, etc the said data.
Client data: refers to, without this list being exhaustive, any data, database, urls, server environments, information necessary for the drafting of the specifications related to the project, personal data such as Smart Tribune Client data (surname/first names/Emails) used to facilitate the Clients connection to their Administration Interface but also information transmitted by the Client for the integration into the Solution, i.e. questions/answers and multiple information allowing to accompany the End Users in their Internet journey and more particularly the Client’s websites and web applications.
Documentation: means any accompanying document, or assistance document elaborated by Smart Tribune for the Client within the framework of the installation of the Solutions.
End Users: refer to any Internet user using the Solution on the Client’s Website or application.
Online Launch of the Solution: consists of implementing the Solution on the Client’s Website and/or application.
Parties: SMART TRIBUNE and the Client are collectively referred to as the “Parties” or individually as the “Party”.
Quote: refers to the offer made by Smart Tribune to the Client.
Saas: acronym for “Software as a service”, refers to the Smart Tribune Solution hosted by its provider and made available to the Client via a Subscription.
Services: refer to all the services carried out by SMART TRIBUNE for the Client, including Solutions and Additional Services.
Smart Tribune Solutions or Solutions: refer to the selfcare services such as Smart FAQ, Smart Push, Smart Bot, Smart Communities, Smart Knowledge, based on a SaaS type technical solution that SMART TRIBUNE has developed and which it operates, maintains and provides.
Snippets: refer to the computer code provided by the Service Provider to the Client, used as part of the Solution and enabling the integration of the Solution into the Client’s information system. It is implemented by the Client in the audited medium (website, application, other) in order to display the device(s) to End Users. The Service Provider will not have the possibility to implement or remove this Snippet on the Client’s Websites.
Subscription: refers to the subscription to the Solution(s) to which the Client has subscribed.
Website: refers to the Client’s website owned by the Client
This document constitutes the General Terms and Conditions of Sale (hereafter the “GTCS”) applicable to all of SMART TRIBUNE’s Services.
3. Contractual Documents and Enforceability
Contractual documents are defined in descending order of priority:
- Any special conditions and related annexes
- The Quotation drawn up by SMART TRIBUNE and any related annexes
- These General Terms and Conditions of Sale and related annexes
In case of contradiction between documents of different nature or of different rank, it is expressly agreed that the provisions contained in the higher ranking document shall prevail for the obligations in conflict of interpretation.
Together, these documents form an inseparable contract (hereinafter the “Contract”), which cancels and replaces all contracts with a similar purpose that may have existed between the Parties.
The provisions of the listed documents express the entire agreement concluded between the Parties relating to the purpose of the Contract; they take precedence over any proposal, exchange of letters prior to its signature, as well as over any other provision contained in documents exchanged between the Parties and relating to the purpose of the Contract.
In this respect, any reference to a purchase order number issued by the Client may not be interpreted as acceptance of conditions other than these terms and conditions of the Contract and only constitutes a management ease granted to the Client for its supplier invoicing.
It is hereby specified that the Client’s general terms and conditions of purchase, as well as any other Client’s purchase documents, including a prospectus, catalogue and purchase voucher are excluded and will not apply between the Parties.
By signing the Quotation and, where applicable, the special conditions, the Client orders the Solutions and Additional Services indicated (hereinafter referred to as the “Order”).
The Solutions will be granted in return for an annual Subscription, subject to a minimum of 12 months, unless special provisions are agreed between the Parties.
Any other order for Solutions or Additional Services placed by the Client during the term of this Contract will be materialised by the signature of a new Quotation.
Depending on the Solution and the Service ordered, the Service may be performed remotely, at the Service Provider’s premises or at the Client’s premises.
Any travel expenses will be charged to the Client after prior acceptance of the estimated costs.
Additional Services vary according to the Client’s needs and are presented in the Quotation as well as the financial conditions.
For each Order, the Client is considered to have been fully informed that acceptance of these General Terms and Conditions of Sale does not require their handwritten signature but results from the signature of the Quotation and, where applicable, the associated contractual documents.
The applicable General Terms and Conditions of Sale are, as a general rule, those in force at the time of the Order. This version takes precedence over any other version subsequently modified, with the exception of modifications taking into account legal and regulatory changes or non-substantial modifications, which apply immediately to any current Order.
The Contract may only be modified by an amendment signed by the Parties. Subsequent amendments form part of the Contract and are subject to all the provisions governing it.
The fact that one of the Parties does not invoke or delays in invoking the application of a clause of the Contract shall not be interpreted as a waiver of the right to invoke this clause in the future.
If any provision of these General Terms and Conditions of Sale and of the Contract in general were to be deemed null and void or inapplicable, in particular with regard to a rule of law, it shall be regarded as unwritten, but this shall not result in the nullity of the General Terms and Conditions of Sale and of the Contract. In the event that this is an essential provision, the Parties will negotiate in good faith an amendment to the Contract.
The Contract applies as of the date of signature of the Quotation and remains in force for the time required to configure the Solution, plus the duration of the Subscription in accordance with the terms and conditions defined below.
The duration of the configuration of the Solution(s) and the date of Online Publication will be indicated on a provisional basis in the Quotation and confirmed at the end of the launching meeting organized between SMART TRIBUNE and the Client by sending a meeting report by email to the Client.
The Subscription to the Solution is taken out for a period of one (1) year from the date of the launch meeting with the Client.
The Subscription is renewable twice (2) by automatic renewal unless terminated by either Party by sending a registered letter with acknowledgement of receipt thirty (30) days before the anniversary date of the Subscription.
Subject to the prior agreement of the Parties regarding a possible renewal, the Contract will automatically be terminated at the end of the renewal periods.
5. Provision of Solutions and Additional Services
5.1 Solution Design and Customization Phases
The Client undertakes to transmit according to the schedule agreed with SMART TRIBUNE during the project launching meeting, the various documents and information necessary for the design of the Solution by Smart Tribune teams.
Depending on the scope of the Client’s project and technologies, the realization of the project may consist of different stages (non-exhaustive list):
“Design phase”: This phase consists of recovering Client Data, writing the knowledge base and/or prioritizing it, creating wireframes and/or graphic mock-ups. Validation reports will be signed throughout this phase. The successful completion of this stage of the project depends on the Client’s ability to provide all of the required information within the given timeframe.
“Development phase”: This is the phase during which Smart Tribune’s teams will carry out all the developments, customization and settings necessary for the implementation of the Solution according to what has been defined and validated during the preliminary design phase.
“Acceptance testing phase”: This is the phase during which the Client carries out the acceptance testing of the Solution, following the delivery by the Smart Tribune teams of the Solution to the Client’s pre-production environment, verifying that the delivery corresponds to the elements defined and validated during the Design Phase. Smart Tribune will then carry out the qualification of the acceptance test results and the necessary corrections, whereupon Smart Tribune will deliver a new version of the Solution to the Client. The signature of an Acceptance Report will close this phase and is prior to the production of the Solution.
This is followed by the Online Launch as defined in Article 1 and described in Article 5.2.
SMART TRIBUNE will implement all the necessary means in order to respect the provisional schedule defined during the launch meeting. SMART TRIBUNE cannot be held responsible for a delay in the schedule due to the Client (for example in the case of non-transmission of Client Data essential to the completion of the different phases mentioned above, or lack of collaboration on the part of the Client essential to the smooth running of these stages). The Subscription will start on the scheduled date unless the Client is responsible for the delay.
5.2 Installing the Solution and Online Launch
The Solution is integrated on the Client’s site by means of a Code Snippet to be added on the page(s) on which the Solution is to appear.
The Snippet(s) will be transmitted by SMART TRIBUNE to the Client prior to the Online Launch in order to integrate them and check their proper functioning.
The integration of the Solution into third party applications is also possible, depending on the Solution, provided that these are accessible via an existing channel such as Facebook messenger, Slack, Skype, etc.
The Solution is deemed delivered as soon as the Acceptance Report is signed.
The Client or any person duly authorised by the Client, is exclusively responsible for implementing, configuring and administrating the Snippets, directly or via a management system of Snippets – third parties or included in the Solution – on the elements (pages etc) of the Site(s) for which it has taken out the Subscription. Only the elements incorporating the Snippet will allow the display of the Solution.
For technical and liability reasons, SMART TRIBUNE is not authorised and does not have the physical capacity to intervene directly on the Client’s Site(s) to implement, administer and/or remove the Snippets. Consequently SMART TRIBUNE cannot be held responsible in case of a defective implementation, administration and/or alteration of the Snippets.
Access Rights to the Administration Interface are automatically sent to the Client by email when its “administrator employee” account is created. This administrator has the possibility to create other employee accounts for its collaborators who will also receive their login information by email.
These Access Rights are placed under the security of the Client, who must take all necessary security measures to ensure that they are not known to third parties or used by unauthorised persons.
It is expressly agreed that in case of multiple Access Rights, the Lead Administrator is responsible for the management of Access Rights (personalized access), domains, roles and management and authorisation rights.
In case of loss of Access Rights, the Client can obtain new codes from SMART TRIBUNE, after having formulated the request by email.
Furthermore, the Client undertakes to comply with all technical instructions that may be issued by SMART TRIBUNE and to manage them properly.
6. Security/Internet Network
SMART TRIBUNE undertakes to implement and maintain a security policy that complies with the standards of the profession in order to ensure the physical and logical security of the Solution against possible unauthorised access. To this end, SMART TRIBUNE will implement at its sole discretion any appropriate measures. However, the Client acknowledges that the confidentiality, integrity and accessibility of the Data put online on the Solution and/or used within the framework of the Solutions, depends in part on the measures that it has itself implemented to ensure the physical and logical security of its equipment, systems or networks.
In this respect, the Client acknowledges in particular:
– that data transmissions over the Internet are relatively unreliable from a technical point of view, since they circulate on heterogeneous networks with different characteristics and technical capacities, which are sometimes saturated at certain times of the day,
– that specific networks within the Internet may depend on special contracts and may be subject to access restrictions,
– that data circulating on the Internet is not protected against possible misappropriation.
7. Use of the Solution, Maintenance and Backup
The Solution is granted for use on the Client’s Website(s) whose domain name(s) is (are) its (their) direct property. In the event that the Client would like to use the Solution on one or several Website(s) without being the publisher and owner of the said Website(s), the Client guarantees that SMART TRIBUNE has been duly authorised by the owner to carry out the following actions:
– add/remove one or more Snippet(s) within the Site – create any necessary pages
– add any rules allowing the optimisation of natural referencing
The Client undertakes to provide proof of this at SMART TRIBUNE’s first request.
SMART TRIBUNE reserves the right to suspend access to the Solution.
(i) for the purposes of the maintenance of the Solution, including updates
(ii) for the improvement of the Service and the installation of new functionalities
(iii) to verify the proper functioning and use of the Solution
(iv) and in the event of a failure or a serious threat of a failure
In the event of an intervention likely to significantly affect the availability of the Solution, SMART TRIBUNE undertakes to inform the Client in advance as soon as possible by email, except in the case of an unplanned urgent operation, to limit the duration of unavailability to the strict minimum required for the purposes of the intervention, and, whenever possible, to group the interventions together.
Smart Tribune undertakes to provide its best efforts to ensure the conservation of the copies of the Client’s Data made periodically, and undertakes to communicate them according to the agreement, in particular financial, of the Parties. For the purposes of the Contract, the information contained in such copies shall be considered Confidential Information.
However, the integrity of the copied information cannot be guaranteed, and SMART TRIBUNE cannot be held responsible if one or more of the original information has been altered or corrupted prior to copying.
8. Processing of Defects
The processing of defects shall be done in accordance with Annex 1 hereto.
9. Client Obligations
The Client undertakes:
- to provide SMART TRIBUNE with the information necessary to enable the latter to perform the Service in the best conditions, by expressing its needs clearly and precisely and by informing SMART TRIBUNE without delay of any event, modification likely to affect the services or their conditions of performance.
- to give SMART TRIBUNE all useful and necessary information for the good design and integration of the Solution.
- to pay to SMART TRIBUNE the price of the Services within the agreed timeframe and conditions.
- to provide a valid billing address and notify SMART TRIBUNE of any changes to its address or method of payment.
- to maintain the confidentiality of Access Rights.
- not to develop or market services or products likely to compete with SMART TRIBUNE and not to provide a competitor with information likely to benefit them.
- to inform its Internet users of their rights relating to the protection of their personal data as data controller and in accordance with the General Data Protection Regulations. (Article 19 and Annex 2.)
10. Smart Tribune Obligations
SMART TRIBUNE undertakes:
- to implement the human resources necessary for the Service,
- to advise the Client on all matters relating to the Service,
- to inform the Client of any elements that appear likely to compromise the proper
execution of the Service.
- to transfer to the Client its Access Rights as part of the provision of the Solution,
- to transfer to the Client any Documentation enabling the installation of the Solution.
SMART TRIBUNE undertakes to deliver the Solution free of any defect and to proceed to regular quality controls. In the event that the Solution does not correspond to the Services described in the Contract and/or does not comply with the best practices, SMART TRIBUNE undertakes to make all useful corrections as soon as possible and to make all necessary backups at its own cost and expense.
SMART TRIBUNE will do its best efforts to:
– ensure permanent monitoring of the Data as well as of the technical means it uses in the execution of the Services, relating in particular to access, storage or use of the Data.
– ensure physical and logical protection of the Data and any other information entrusted to SMART TRIBUNE by the Client by implementing the necessary technical means against the risks of disclosure, destruction, corruption, hacking and misappropriation by an unauthorised third party.
As part of its consulting obligation, SMART TRIBUNE reserves the right to consult the Client’s interface to recommend any improvement in the use of the Solution.
11. Financial Conditions
The prices relating to the order of Subscriptions and Optional Additional Services are those indicated in the Quotation.
SMART TRIBUNE indicates the total amount of the order excluding and including VAT in euros. The prices are displayed in euros, in amounts excluding and including VAT, and are those applicable on the day of the Quotation.
The prices are defined exclusive of taxes and increased by taxes, in particular, when applicable, by the VAT in force on the day of the provision of services. All other taxes not included in the initial order will be paid by the Client. Pursuant to Directive (EC) No. 2008/8/EC of 12 February 2008, transposed into French law by Article 102 of Law No. 2009-1673 of 30 December 2009 on finance for 2010, the rules applicable to VAT on supplies of services are as follows:
– If the Client is domiciled in France, French VAT is applied;
– If the Client is domiciled in a country of the European Union and has an intra-community VAT number, no VAT is applied; if the Client does not have an intra-community VAT number, then French VAT is applied;
- If the Client is domiciled abroad, outside the territory of the European Union, no VAT is applied.
Any change in the rate applicable to VAT will automatically be applied to the prices indicated.
SMART TRIBUNE and the Client agree that the provisions of article 1195 of the French Civil Code do not apply to their contractual relationship. Consequently, a change in circumstances unforeseeable at the time of the conclusion of the contract will not change the agreed price unless expressly agreed by both Parties.
11.2 Price Review Provision
On each Subscription anniversary date, SMART TRIBUNE reserves the right to revise the annual price according to the following formula taking into account the SYNTEC index:
P1 = P0 x (S1/S0)
P1: revised price
P0: original contract price or last revised price
S0: SYNTEC reference index used on the original contractual date or at the time of the last revision
S1: last index published on the revision date
This monthly index has been recognised by the Ministry of the Economy and Finance since March 11, 1974.
In this case, SMART TRIBUNE will notify the Client of the new rates by email at least ninety (90) days before the end of the current period. After notification of the new rates, the Client will have the option of terminating the Contract by registered letter with acknowledgement of receipt within thirty (30) days. In the absence of notification by the CLIENT, the new rates will be deemed to have been accepted by the CLIENT and will apply from the date of the renewal of the Contract.
11.3 Payment and Invoicing
Unless specific invoicing and payment conditions are provided for in the Quotation, it is expressly agreed that payment will be made as follows:
- 50% of the total amount at the signature of the Contract
- 50% at the date of delivery
SMART TRIBUNE reserves in particular the right to invoice a deposit and/or to apply a payment schedule as soon as it has been agreed with the Client in the Quotation or the special conditions of sale.
Unless otherwise agreed between the Client and SMART TRIBUNE in the Quotation, invoices are payable within thirty (30) days of the invoice date and without discount.
Any dispute relating to the invoice following its receipt by the Client must be made, in writing, within fifteen (15) days following the date of the invoice to the following address:
56 Rue Saint Georges, 75009 Paris, France
After this period, the invoice will be deemed accepted by the Client, and no subsequent dispute will be taken into account by SMART TRIBUNE.
Invoices are payable:
– by bank transfer for the benefit of JCS WEB with the following banking details:
ACCOUNT HOLDER: SAS JCS WEB
DOMICILIATION: PARIS LOUVRE (00806)
RIB: 30004 00806 00010171027 07
IBAN: FR76 3000 4008 0600 0101 7102 707
– by check issued to: JCS Web
Failure by the Client to pay the sums due on the due date shall automatically and without prior formal notice, by the mere fact of the expiry of the term, result in the immediate payment of the sums due as well as late payment interests equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) percentage points, on the date on which the debt is due and payable.
Any professional in a situation of late payment automatically becomes a debtor, with regard to SMART TRIBUNE, in addition to late payment penalties, of a fixed indemnity for collection costs of forty (40) euros in application of articles L 441-10 and D441-5 of the French Commercial Code.
SMART TRIBUNE reserves the right to claim additional compensation by justifying having spent more than forty (40) euros in recovery costs.
12.1 Termination for convenience
The Client remains free to unilaterally terminate the Contract at the end of the Initial Period or each renewal period by notifying the Service Provider by registered letter with acknowledgement of receipt, thirty (30) days before the end of the current period. Termination does not have to be justified.
The Client undertakes to remove the Snippets within a period of 30 (thirty) days following the date of termination of the Subscription. Failing this, the Contract will be tacitly renewed under the conditions set out in Article 4 “Duration”.
The Service Provider remains free to unilaterally terminate the Contract at the end of the initial period or of each renewal period by notifying the Client by registered letter with acknowledgement of receipt three (3) months before the end of the current period. Termination of the Contract does not have to be justified.
12.2 Termination for Default
Without prejudice to all other rights and actions, in the event of non-performance by either of the Parties of any of its obligations under the Contract, the non-defaulting Party may automatically terminate the Contract thirty (30) calendar days after sending a formal notice by Registered Letter with Acknowledgement of Receipt, which has remained unsuccessful in whole or in part.
Notwithstanding the previous clause, Smart Tribune will have the right to automatically terminate the Contract for non-payment after formal notice remained without effect for fifteen (15) calendar days.
However, until the Snippets are withdrawn by the Client, the Client remains liable for the price of the Subscription to the Solution in accordance with the defined pricing conditions.
12.3 Effect of Termination
At the end of the Contract, access to the Administration Interface of the Solution is deactivated for the Client. Therefore, the Client can no longer create, modify or export its content. The Client may obtain within two (2) months after the end of the Contract, a partial or total extraction of the Processed Data. This restitution can be the subject of a quotation prepared according to the type of data expected and also according to the volume of data to be processed, the periods and the criteria of analysis. If the Client does not exercise its right within the required period, the Service Provider undertakes to delete all of the Client’s data. This deletion will be definitive and will not allow even partial restitution or reconstitution of the Data.
Notwithstanding the expiration or termination of the Contract, for any reason whatsoever, the provisions of Articles 15, 17, 21 will continue to apply.
SMART TRIBUNE is only bound by an obligation of means in the execution of this Contract.
The Service Provider’s liability is limited to direct damage to the exclusion of any indirect damage such as, but not limited to, business interruption, commercial prejudice, loss of customers, loss of orders, loss of profit or damage to brand image. The Service Provider’s total cumulative liability shall not exceed the lowest of the following amounts:
– either the annual value of the Contract
– or 50,000 euros
The Service Provider cannot be held liable:
– in case of force majeure as provided for in the “Force Majeure” provision.
– in case of unavailability of the Solutions if these problems are related to circumstances that do not depend on the Service Provider’s own Internet network
– for any technical problem on the Client’s own hardware and/or internet network
– in case of a faulty implementation of the Snippets and/or an alteration of the Snippets
– in case of misadministration of the Snippets
– in case of an interruption scheduled by the Service Provider as part of maintenance and, in particular, corrective and/or upgradeable updates of the Solution(s)
– in case of a breach by the Client of this Contract and/or in the event that the Client would not use the Solutions in accordance with the instructions and documentation provided by Smart Tribune.
14.Intellectual Property and Commercial References
SMART TRIBUNE designed each of the Solutions and in general the associated base and remains the owner of the intellectual property rights attached to the Solutions and their technologies.
In this context, SMART TRIBUNE grants the Client a right to use the Solutions base, without granting any property right on the said base in itself, i.e. the container.
The Client therefore refrains from decoding, decompiling, adapting, copying, dismantling the base of the Solution and, in general, from altering the base in any way whatsoever.
The Client undertakes not to infringe, or question in any way whatsoever, the rights of SMART TRIBUNE on its Solutions, the associated databases, any Documentation and its website.
The Client shall also refrain from copying the Documentation at its disposal, except for its own needs to manipulate and/or use the database in a way that could directly or indirectly compete with the Service Provider.
SMART TRIBUNE remains the owner of the intellectual property rights attached to the SMART TRIBUNE database which assembles the Client’s Data in an original way, orders it, enriches it by specific processing and significant reconciliations. In general, SMART TRIBUNE retains all intellectual property rights and titles relating to its Solutions and technology.
The Client is the sole owner of the Data contained in the database implemented in the Solution and holder of the intellectual property rights attached thereto.
The Client authorises SMART TRIBUNE to mention its name and use its logo as a commercial reference on any support useful for its prospection and in particular by the insertion of a hyperlink on its Website and on its commercial presentation.
The Client waives the right to hire or arrange for the hiring of any of the Service Provider’s employees, directly or through an intermediary, regardless of their position and even if the initial request is made by the latter.
This waiver is valid for the entire duration of the Contract plus one year from the end of the Contract.
In the event that the Client fails to comply with this provision, and unless the Service Provider expressly agrees otherwise in writing, the Client shall automatically owe the Service Provider an irreducible lump-sum compensation equal to twelve (12) times the value of the last gross monthly salary received by the employee, without prejudice to the Service Provider’s right to claim additional damages.
Each of the parties insures itself against the pecuniary consequences of damages it may suffer and the civil liability it may incur for SMART TRIBUNE’s products and services.
Thus, the Client undertakes to take out an insurance policy with any notoriously solvent company of its choice, guaranteeing its own damages, as well as its civil liability in order to cover all material, bodily and/or immaterial damages likely to be caused directly or indirectly to SMART TRIBUNE and/or third parties, as well as any special risks linked to its activity, for the entire duration of the Contract. The events and limits of the guarantee will be indicated on the insurance certificate and must be at least equivalent to the amounts of guarantee practised by the Client’s profession. The Client’s insurance certificate against all the risks considered in this article will be communicated within fifteen (15) days.
The Client will provide with each new Order, as well as upon expiry of the relevant policy(ies), and at SMART TRIBUNE’s first request, a certificate of insurance establishing that the policy is in force and recalling the guarantees from which it benefits, the amount guaranteed per claim and the Client’s activities.
If these certificates are not presented, SMART TRIBUNE reserves the right to demand from the Client the payment of a penalty equal to five hundred (500) euros per day of delay, at the end of a period of thirty (30) days following a formal notice sent by SMART TRIBUNE by registered letter with acknowledgement of receipt, which remains unsuccessful.
Failure to comply with the provisions of this paragraph may result in the termination of the contract to the detriment of the Client.
In the event of cancellation of the policies, for any reason whatsoever, the Client undertakes to immediately notify SMART TRIBUNE, to pay the premiums still owed to its insurer within the time limits provided for in the contract and, in general, to take all necessary measures to maintain the guarantees of the insurance contract in force. Under no circumstances may the Client invoke the existence of insurance policies, insufficient coverage or deductibles or exclusions, or more generally any difficulty whatsoever that may be opposed to it by the insurer in the event of a claim in order to obtain compensation for its damages or a limitation of its liability.
Each Party undertakes to keep confidential for the duration of the Contract and for two (2) years after its expiry, the terms of the Contract that binds them and in particular the elements relating to invoicing as well as any confidential information exchanged in this context.
Confidential Information means: any information, process and/or result, held by one of the Parties and transmitted to the other, whatever the medium used or the form of such transmission (written, oral or visual), and concerning, without this list being exhaustive, patents, trademarks, software, know-how, trade secrets, plans, models, designs, specifications, minutes of meetings, studies, development prospects identified in writing or orally as being confidential.
The Party receiving the Confidential Information undertakes, unless expressly authorised in writing by the other Party:
(i) to keep Confidential Information confidential by taking all useful and reasonable physical, logical and organisational security measures
(ii) not to disclose Confidential Information to any agent, subcontractor or third party
(iii) not to use Confidential Information for purposes other than those for which the Confidential Information was disclosed
(iv) to make every effort to maintain the confidentiality of such Confidential Information among its personnel entitled to know such Confidential Information
The above commitments, obligations and restrictions do not apply:
- to Information that is or would enter the public domain without infringement by the Receiving Party;
- to Information of which the receiving Party could prove to have been aware prior to its communication by the other Party;
- to Information which the Receiving Party can prove to have independently developed
- to Information the disclosure of which is required by law, regulation, legal or administrative process, provided, however, that the receiving Party so notifies the disclosing Party as soon as possible and if possible before disclosure so that the latter may request the confidential treatment or protection of such information.
The Contract is considered Confidential Information.
18. Force Majeure
The parties shall not be liable for delays or failure to perform this Contract caused by an event of force majeure as defined by Article 1218 of the French Civil Code. Force majeure shall only result in the suspension of the Contract for the period during which it produces its effects. The Party intending to prevail itself shall inform the other Party in writing. However, the suspension of the Contract may not exceed a period of one (1) month from receipt of the written notification. At the end of this period, the most diligent Party may legally terminate the Contract without notice or compensation with immediate effect by informing the other Party in writing.
Termination shall take effect upon receipt of the notification and shall be in accordance with the conditions set out in Provision 12.3.
19. Personal Data
Smart Tribune expressly reminds the strategic and strictly confidential nature of all personal data collected and processed within the framework of the contractual relationship. Consequently, the Parties acknowledge that all such data and files are subject to compliance with Law No. 78-17 of 6 January 1978 “Informatique et libertés” (French Data Protection Act) as amended, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR ) and are subject to privacy and professional secrecy.
The Parties undertake to put in place all necessary procedures to ensure confidentiality and the best possible security.
In order to execute this Contract, SMART TRIBUNE is required to collect and process personal data from users of the Solution, natural persons, on behalf of and on the instructions of the Client. Therefore, the Client is considered to be the data controller and SMART TRIBUNE to be the subcontractor within the meaning of the GDPR. The obligations of the Parties are expressly set out in Annex 2 hereto.
SMART TRIBUNE’s commitments as data controller (in particular for the processing of its Clients’ personal data) and the rights of the persons concerned are set out in its Personal Data Protection Agreement available below.
20. Transfer – Change of Control
The Contract is concluded on an intuitu personae basis, in consideration of the Client and its characteristics without which SMART TRIBUNE would not have concluded this Contract. Consequently, the Client may not transfer all or part of the rights and obligations arising from the Contract without the prior written consent of SMART TRIBUNE. Failing this, the Client remains personally liable both to SMART TRIBUNE and to third parties, and SMART TRIBUNE reserves the right to terminate the Contract.
Any change of control, direct or indirect, of the Client’s share capital will be treated as a transfer of the Contract.
21. Applicable Law and Competent Courts
These General Terms and Conditions of Sale are governed by French Law.
In the event of a difference of opinion between the Parties relating to the formation, interpretation and/or performance of the Contract, the Parties shall endeavour, as far as possible, to find an amicable solution between them or to seek mediation.
Disputes that cannot be settled amicably shall be brought before the competent court in Paris, France.
The contractual documents including these General Terms and Conditions of Sale have been drafted in French. Only the french version is binding upon the Parties, whatever the translation made by the Parties.