General terms and conditions of sale

1-Purpose of Terms

The General Terms and Conditions of Sale (GTCS) are applicable between the company APIZEE, domiciled at 4 Rue Louis de Broglie – Bâtiment W9 - Espace Corinne Erhel, 22300 Lannion - RCS de Saint-Brieuc 790 503 973 (hereinafter APIZEE), and the customer (hereinafter the Customer).

The purpose of these agreements is to define the terms and conditions of sale of the functionalities offered by APIZEE and chosen by the Client (hereinafter the Service).

They are communicated to any professional who requests them.

2-Scope of commitments

The commitments made include the following documents:

Special Conditions (SC) described where applicable in a commercial proposal and/or a specific document provided for this purpose;
General Terms and Conditions of Use (GTU) for the creation and operation of an APIZEE user/administrator account;
Privacy Policy regarding the management of personal data by APIZEE.

The special conditions take precedence over the General Terms and Conditions.

The General Terms and Conditions take precedence over the conditions appearing on the documents issued by the Client.

The fact that APIZEE deviates from these conditions at a given time cannot be interpreted as a waiver of the right to do so later.

Unless expressly provided otherwise, any new features that improve or augment one or more existing services or any new services launched by APIZEE will be subject to these Terms.

3-Scope of the Service

The purpose of the General Terms and Conditions of Sale is to define the conditions under which APIZEE grants the Client, who accepts it, the non-exclusive and non-transferable right to use the Service composed of the functionalities necessary for the Client's uses and to benefit from the services provided by APIZEE in connection with the service.

Customer acknowledges that it is aware of the features of the Service and declares that such features meet its needs. He also acknowledges that he is informed of all the technical characteristics necessary for the implementation of the Service.

4-Scope of service

Throughout the duration of the commitments, APIZEE undertakes to provide the Client with the following services:

The provision of the functionalities making up the Service and the services provided by APIZEE in connection with the use of the Service;
Access via web browser to the Service configured according to the Client's needs and the rights associated with the subscribed license;
The Client's data relating to its use of the Service, (such as files, images and videos), it being specified that they are stored on the servers for a standard period of 18 (EIGHTEEN) months at the end of which they will be destroyed; This retention period may be reduced on the customer's instruction;
The provision of maintenance and functional assistance services (hotline/support) enabling the Customer to use the Service effectively;
SMS usage required for the use of certain features of the Service. These are based by default on the principle of Fair Use (Estimated fair use at a maximum of 6 SMS segments per video session); in the event of excessive consumption, APIZEE will inform the customer and may propose, if necessary, after analysis of usage, the subscription of additional SMS consumption volume.

If the Client wishes to entrust APIZEE with additional services, it may only do so by explicitly stating in the offer developed by APIZEE and which will be subject to additional invoicing previously accepted by the Client.

5-Maintenance and availability

Throughout the duration of the contract, APIZEE undertakes to carry out corrective maintenance of the Service.

Aware of the importance of the Service for the smooth running of the Client's business, APIZEE will make all reasonable efforts to restore the Service as soon as possible from the time of becoming aware of the existence of an anomaly.

APIZEE makes its best efforts to ensure that the Service is available 24/7, up to 99.5%, subject to 4 periods of 12 hours per year of unavailability for hardware and/or software maintenance purposes.

6-Functional assistance (support), implementation and training

APIZEE is also committed to providing functional and technical assistance by telephone, e-mail or via an online exchange space every working day from 9 a.m. to 6 p.m.

This assistance is delivered to two persons designated by the Client and who have received appropriate training from APIZEE.

Functional assistance means assistance intended to remedy malfunctions in the Service and to enlighten the Client on the use of the functionalities.

It is expressly agreed between the parties that the tasks relating to the day-to-day administration of the Software (the creation of new users) do not fall within the scope of functional support but are the exclusive responsibility of the Client.

APIZEE may also provide the Client with services for the implementation/integration of the Service and training services for the use and administration of the Service. The conditions, including financial conditions, of these services will be determined in the Special Conditions. Each training session will include a maximum of 5 people in addition to the trainer.

7-New releases

All new versions will be posted online as soon as they become available. It is expressly agreed that in the event of the coexistence of several versions, only the most recent will benefit from the guarantees.

8-Term and Termination

8.1 Duration

The commitment is concluded for a period specified in the offer chosen by the customer.

It is tacitly renewed for a successive period corresponding to the period initially chosen, unless otherwise provided for by APIZEE.

8.2 Termination for default

If either Party fails to comply with its essential obligations, the commitments may be terminated by operation of law thirty (30) days after a formal notice to perform has remained without effect, notified by registered letter with acknowledgement of receipt and expressly mentioning the intention of the Party requesting it to avail itself of the benefit of this clause

8.3 Early Termination

If the Client wishes to terminate the subscribed offer early before its expiry, it is liable to APIZEE for an early termination fee calculated on the basis of: (i) the number of months remaining until the end of the period appearing in the order form(s) in force multiplied by (ii) the average amount invoiced for the Service, if applicable, evaluated over the last six (6) months.

Early termination must be made by registered letter with acknowledgement of receipt, subject to compliance with the notice period provided for in Article 8.4 hereof.

8.4 Non-Renewal and Notice

At the end of each period, each party will have the right to terminate while respecting a notice period of a period of:

1 (ONE) month for commitments with a term of less than 12 (TWELF) months since the initial subscription;
3 (THREE) months for commitments with a term of 12 (TWELF) months or more since the initial subscription.

8.5 Effects of Termination of Commitments

Upon termination of the commitments, for any reason whatsoever, the use of the functionalities of the Service will be suspended.

The data relating to the use of the Service by the Client will be made available to the Client for 30 (THIRTY) days before APIZEE proceeds with their deletion.

9-Financial compensation

9.1 Prizes

The Services and features are provided at the current rates listed in the pricing documents. Prices are expressed in Euros.

The rates consider any discounts that may be granted by APIZEE.

In the event of a change, during the period, in the type or quantity of services and features used by the Client, and/or if the subscription is exceeded (number of text messages, number of tickets, number of user accounts, storage capacity, etc.), the price to be paid by the Client will be adjusted without delay to correspond to the reality of the Client's uses.

9.2 Applicable Taxes

All amounts and payments due under the Contract are exclusive of taxes (excluding VAT). Accordingly, the sums payable under the Agreement will be increased by VAT at the rate in force on the date of payment and/or any other applicable tax.

9.3 Evolution of tariffs

a. Automatic Evolution

The rate applicable on each anniversary date of the commitment at the end of the initial commitment period by automatic application of the following price revision formula:
P1=PO (S1)/SW

Where:

P1 is the revised price in EUR excluding VAT;
P0 is the original contract price or the last revised price in EUR excluding VAT;
S0 is the SYNTEC reference index used on the original contractual date;
S1 is the last SYNTEC index published on the date of revision of the contract (when the commitment is taken out or on the anniversary date of the commitment for subsequent periods).

The value and date of the original index are specified at the time of the initial or renewal order.

The SYNTEC index is the one published by the “Chambre syndicale des SSII et Editeurs de Logiciels” and published on the https://www.syntec.fr/indicateurs/indice-syntec/ website.

Any modification or substitution of this index will apply by operation of law. If the revision index disappears and if there is no agreement on a new index, this new index must be chosen in such a way that it is as close as possible to the disappeared index and that it respects the spirit of the revision clause.

If the revision index is negative, the revision index of the previous year should be applied. If this is the second year of implementation of the commitments, the parties will apply the index in force on the date of signature of the contract.

b. Exceptional evolution

APIZEE reserves the right to change the rates at any time according to the costs necessary to provide the Service and according to the economic situation, in particular in terms of labor, energy, and more generally the cost of any service provided by subcontractors or suppliers (accommodation, etc.).

The new tariff will be applied to any future invoicing as of its entry into force.

In the event of termination of the contract, for whatever reason, during a commitment period, the amount due by the customer will be determined on a pro rata temporis basis based on the current rate, any month started being considered to have expired.

9.4 Payment and invoicing methods

The terms of payment and invoicing are specified in each offer and detailed in the Special Conditions.

9.5 Terms of payment

Payment is due within a maximum of 30 (THIRTY) days from the date of the transaction, except for deposits on the order which are payable upon receipt.

The price is payable according to the following terms and conditions, chosen by APIZEE:

bank transfer issued by the Client to the bank details provided to him in the order confirmation;
SEPA direct debit;
bank card.

Payments made by the Client will only be considered final after the actual collection of the sums due by APIZEE.

9.6 Consequence of payment failure

In the event of failure to receive effective payment of the sums due within the prescribed periods:

APIZEE shall not be required to proceed with the delivery of the Services and functionalities ordered by the Client, or which remain to be provided and may therefore suspend access to the Service,
Late payment penalties will be applied, at the rate of 12% (TWELVE PERCENT) per year of the amount including VAT of the price appearing on the invoice, and they will be acquired automatically and automatically by APIZEE, without any formality or prior notice.
A fixed compensation for recovery costs of 40 euros will be required (Decree No. 2012-1115 of 2 October 2012) except in cases where the Client is a consumer.
All sums due by the Client and any related fees will be payable immediately, and SEPA Direct Debit rejection fees,
This is without prejudice to any other action that APIZEE may be entitled to take against the Client in this respect.

It is understood that it will be up to APIZEE, out of the amount paid to it, to make its own business, if applicable, with the remuneration of any third party to whom it has delegated all or part of its mission, and to pay them directly the sums due to it.

10-Obligation to cooperate

The Client undertakes to cooperate in good faith and without reservation with APIZEE to enable the fulfilment of the commitments under the best possible conditions.

The Client undertakes to provide any document or information necessary for the proper performance of the service, and to put APIZEE in touch with any useful person within its own staff.

The Client declares that it will always have at least two employees who have undergone appropriate training from APIZEE, which is an essential condition for the proper coordination and effective implementation of the functional assistance.

The Client undertakes to check all documents submitted for approval in a timely manner and to clearly formulate its remarks, observations and disagreements.

As soon as the Client is asked to regularize an acceptance report, he has a period of one month to formalize his acceptance of the said report or, if necessary, to formulate reservations. Failure to comply with this deadline will be considered as accepted without reservation by the Client.

APIZEE undertakes to provide useful advice to the Client throughout the execution of its mission, in the context of functional assistance (hotline), implementation and training services.

If, during the implementation of these terms and conditions, a difficulty arises, the parties undertake to consult each other to determine and implement an appropriate solution as soon as possible.

11-Client Obligations and Responsibilities

Customer represents and warrants that it will use the software and in particular compatible browsers required for proper access to and use of the Service.

Notwithstanding the essential protection measures taken by APIZEE, the Client is informed that it is its responsibility to make all necessary backups of the data stored on APIZEE's servers. APIZEE's liability is limited, in the event of loss, destruction or damage to the data for which the Customer cannot afford to back it up.

The Client is solely responsible for the data communicated to APIZEE. APIZEE may in no way be held liable for the consequences related to the use and dissemination, during the operation of the Service, of data and information under the control of the Client.

In particular, the Client will ensure that it only communicates to APIZEE and via the Service data and content over which it has all the rights necessary for their use, and which will be respectful of the rights of third parties. The Client guarantees APIZEE against any recourse in this regard.

12-Responsibilities and guarantees of APIZEE

12.1 APIZEE shall not be liable for any damages, delays or failures in the performance of the contract caused by events beyond its reasonable control, or not resulting from fault or negligence directly attributable to it.

12.2 In addition to the cases provided for in the General Terms and Conditions, the CLIENT admits that APIZEE cannot be held systematically liable, and no compensation may be claimed from it for delays or harmful consequences resulting from:

Insufficient access speeds from remote sites, slowdowns, or difficulties in accessing data,
The non-routing of electronic communications, due to the same limitations and transmission characteristics,
If the performance of the Agreement, or any of the obligations of either Party hereunder, is prevented, limited or disrupted by reason of force majeure,
Or also by the Client, a User or a third party, in the following cases: Damage to the Service, misuse, fault, negligence, omission or failure, failure to comply with the advice given, request for temporary or permanent interruption of activity from a competent administrative or judicial authority;
Damage resulting from the loss, alteration or any fraudulent use of data, the accidental transmission of viruses or other harmful components, the attitude or behavior of a third party, the failure to conclude a transaction;
Contamination of data and/or software by virus, the protection of which is the responsibility of the Client;
Malicious intrusions by third parties on Customer's system or hacking of Customer's data;
Possible misappropriation of passwords, confidential codes, and more generally of any sensitive information not attributable to APIZEE;
Information, images, sounds, texts, videos contrary to the laws and regulations in force, contained and/or disseminated by the Client.

12.3 APIZEE's liability is expressly limited to compensation for direct material damage, to the exclusion of any immaterial and/or indirect damages, such as, and without limitation, loss of opportunity, loss of turnover, commercial damage, moral damage, etc., in all cases where the law allows such limitation.

In any event, in all cases where the law allows such a limitation, APIZEE's overall liability in connection with the performance hereof is expressly limited to 3 times the amount of the fee due in respect of the current commitment period.

By express agreement between the Parties, no legal action or claim whatsoever may be initiated or formulated by either Party more than one (1) year after the occurrence of the event giving rise to the charge.

The submission of a claim, whatever it may be, does not entitle the Client to withhold payment of any amount that has fallen due. The Client acknowledges that nothing contained herein shall relieve it of the obligation to pay all amounts due to APIZEE in respect of the services performed.

12.4 The Client is informed by APIZEE of the essential characteristics of the Services offered. However, the Client is invited to read any other additional information provided. No express or implied warranty can be granted by APIZEE in this regard.

It is recalled that descriptions, whether texts or photographs illustrating them, do not fall within the contractual field. Also, if illegalities, errors, improprieties, inaccuracies, non-conformities are introduced, APIZEE cannot be held liable under any circumstances.

12.5 APIZEE indemnifies the Client against any action, claim, demand or opposition on the part of any person invoking an intellectual property right that the provision of the license for the Service would have infringed, provided that the Client informs APIZEE, as soon as it becomes aware of it, of any request, claim or proceeding presented or initiated for such reason, by judicial or extrajudicial means.

The Client undertakes to provide APIZEE with all documents and information in its possession as well as all the required assistance that may be necessary for its defence.

In the event of a proven infringement of the rights of a third party, APIZEE may, at its option:

obtain any license or authorization to allow Customer to continue to use the Service;
provide an alternative solution for the Customer to use the Service in accordance with the Order;
if neither of the two possibilities is feasible, reimburse the Client for the sums paid in respect of the right to use the Service, minus the sums already paid by the Client for the period of actual use.

APIZEE shall have no indemnification or other obligation under any infringement action arising out of (a) use of the Service other than in accordance with the commitments, (b) a combination of the Service with other services or materials not provided by APIZEE.

With regard to the software, data or documents used by APIZEE in the context of the provision of the license, of which the Client has acquired the rights of use from third parties or of which it is the owner, the Client guarantees APIZEE against all harmful consequences or consequences that APIZEE may have to suffer in connection with the use of said software, data or documents against any action by a person claiming an intellectual property right or relying on a claim of unfair competition and/or parasitism on such software, data or documents.

It is recalled that this guarantee does not extend to the data and content communicated by the Client to APIZEE, for which the Client is solely responsible.

13-Intellectual property

13.1 APIZEE represents and warrants to the Client that it holds all rights to the software constituting the Service and necessary for the provision of the Service

13.2 The Commitments do not confer on the Client any intellectual property rights over the Service except as stipulated in this article, the Service remains the full and exclusive property of APIZEE.

APIZEE also remains the owner of all Intellectual Property Rights attached to any specific developments that it may carry out, without the Client being able to claim any exclusive right to these specific developments at any time.

The Client is the owner of the data that it has processed by means of the Service.

13.3 The Service is an original work of the mind protected as such by national and international legislation. Thus, all elements making up the Service, whether visual or audio, including the underlying technology, are protected by copyright, trademarks or patents. All information or documents contained in the application as well as all elements created for the Service are either the exclusive property of APIZEE, or are subject to a right of use, exploitation and/or reproduction of their respective owners, within the framework of affiliation agreements or user licenses.

Unless explicitly stated, any reproduction, representation, modification, publication, transmission, distortion, in whole or in part, of the Service or its content, by any process whatsoever, and on any medium whatsoever without the prior written consent of APIZEE, is prohibited.

Where applicable, any unauthorized use of the Service or its content, of the information disclosed therein would engage the Client's liability and would constitute an infringement punishable by Articles L 335-2 et seq. of the Intellectual Property Code.

The databases that may appear in the Service are protected by the provisions of the law of 1 July 1998 transposing into the Intellectual Property Code the European Directive of 11 March 1996 on the legal protection of databases. As such, any reproduction or extraction would engage the responsibility of the counterfeiter.

13.4 In return for the full payment of the price, APIZEE grants the Client a license to use the Service in the form of a personal, non-assignable, non-transferable, non-exclusive and limited intellectual property right, for the sole purpose of fulfilling the commitments and within the limits of the scope of the license and for the duration of the commitments.

The license granted allows the Customer to use the Service in accordance with the technical specifications as stipulated in the Documentation.

13.5 The Client further has the right to authorize any third party to access the Service, if they are acting directly on behalf of the Client and in accordance with the purpose of the Service.

In particular, the Client is authorized to make the Service available to a service provider to whom it entrusts IT work, for the purposes of the operation of the Service by the said service provider. This service provider will only operate the Service for the Client's own needs; this provision remains under the full technical and legal responsibility of the Client.

13.6 Under the rights granted, the Client undertakes:

Not to modify, copy, reproduce, download, broadcast, transmit, sell, distribute, disassemble, decompile or translate any element of the Service into an understandable form;
not to pledge it;
to maintain on all copies and on all copies, even partial, the ownership notices for the benefit of the Service Provider, carried on the Service;
not to change or remove any mark or inscription appearing on any reproduction of the Service or related media;
to make a copy, strictly limited to one copy of any reproducible element of the Service for security or archival purposes only;
not to reproduce, arrange, adapt the Service or make it available to third parties, to market it, or to grant a loan to it;
not to carry out or have carried out the correction of an anomaly without the prior written consent of APIZEE.

13.7 The trademarks (names and/or logos) mentioned in the Service are the property of their respective owners. The Client undertakes to comply with the proprietary notices appearing on the Service, the media and the documentation.

Any reproduction or representation, in whole or in part, of the trademarks or logos registered by APIZEE or its suppliers, alone or integrated into other elements, without the express prior authorization of the Service Provider is prohibited and would engage the Client's liability within the meaning of Articles L 713-2 and L 713-3 of the Intellectual Property Code.

13.8 The hypertext links implemented within the Service to any website and in general to any existing resources on the Internet cannot engage the responsibility of APIZEE, which is not responsible for the content and operation of these third-party sites, as well as for any prejudice or damage (viruses, etc.), of any nature whatsoever, suffered by the Client when connecting to these sites.

13.9 The Client undertakes to authorize APIZEE to carry out, at any reasonable time, any verification of the conformity of the use of the Service, subject to compliance with the Client's procedure for access authorization.

13.10 The commitments do not confer on the Client any rights over the standard software used by APIZEE, as well as the software available on the market and necessary for the proper functioning of the Service, for which APIZEE benefits, on its own behalf, from a right of use granted by their respective publishers.

14-APIZEE Mention and References

14.1 Except in exceptional cases ('white' label operating contract), the name of APIZEE will be mentioned in any necessary place as the publisher of the Service. The Client guarantees that this mention will appear including on any possible integration of the Service, whether or not the implementation of the developments and integration is entrusted to APIZEE.

14.2 The Client authorizes APIZEE to indicate its contact details and to mention as an example of its use of the Service, on APIZEE's commercial and/or advertising documents, including by reproduction and/or representation, on all media and of communication. This authorization applies to the whole world, for the duration of APIZEE's activity and whether the commercial relationship between the Client and APIZEE is direct or indirect (reseller).

15-Withdrawal period

It is recalled that, in accordance with the Consumer Code (Article L121-16-1 of the Consumer Code et seq.), the right of withdrawal is likely to be exercised between professionals when:

the contract is concluded off-premises,
the subject matter of the contract does not fall within the company's main field of activity,
The purchasing company does not employ more than five employees.

However, the right of withdrawal may end prematurely, if the contract is fulfilled in full by the Client who operates the Service.

Indeed, given the fact that the provision by APIZEE of Information Services, intellectual services and configurations, and that in any case the Client wishes APIZEE to instantly begin the performance of its connection service before the expiry of a period of 14 (FOURTEEN) days following the confirmation of the registration, APIZEE and the Client agree in such cases that the Client waives its right of withdrawal.

16-Special clauses in the case of regulated activities

16.1 APIZEE draws the Client's attention to the fact that, in accordance with the regulations in force, any person who carries out an economic activity by which he or she offers or ensures the supply of goods or services remotely and by electronic means is subject to specific contractual obligations, some of which have an impact on the presentation of the Service.

The Client is automatically responsible for the proper performance of all these obligations. This is particularly the case in terms of relations with consumer customers (B2C), medical teleconsultation (health data) and more generally any regulated activity.

16.2 The service provided includes standard terms and conditions intended to cover the essential obligations and warnings applicable to the greatest number of people. However, it is the Client's responsibility to validate these terms and conditions, and if necessary to send to APIZEE, for integration into the Service, all the information adapted to its commercial approach and the products or services it intends to market (remote sales/provision, personal data, security procedures, electronic payment methods, etc.). etc...).

The Client is solely responsible for complying with the regulations relating to these terms.

17-Protection of Customer Data

APIZEE undertakes to apply appropriate administrative, physical and technical measures to preserve the security, confidentiality and integrity of the Client's data. APIZEE shall not (a) modify the Customer's data, (b) disclose the Customer's data unless APIZEE is legally obliged to do so or if APIZEE is expressly authorized to do so by the Customer, or (c) access the Customer's data except in the context of the performance of the Service, in particular to prevent or resolve technical problems or at the request of the Customer in the context of the performance of the functional support service.

18-Personal data

18.1 Regulations

The Parties undertake to comply with the regulations in force applicable to the processing of personal data, particularly Law No. 78-17 of 6 January 1978, as amended, relating to information technology, files and freedoms and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018.

APIZEE is required to process personal data on its behalf, as a data controller, but also on behalf of the Client, as a data processor.

18.2 APIZEE as a data controller

The measures implemented by APIZEE, acting as Data Controller, are detailed in APIZEE's privacy policy, whose client is deemed to accept the conditions of data collection and processing.

The Client is informed that to ensure the proper functioning of the Service and as part of its services, APIZEE is required to collect and process personal data. This is limited to the functional and operational needs of APIZEE. For its part, the Client is responsible for the personal data it retains for its own purposes.

Any data subject whose data is processed by APIZEE as a data controller has the right to access, rectify, erase, and portability data concerning him/her, as well as the right to object to the processing for legitimate reasons. These rights can be exercised by contacting APIZEE at the following email address: privacy@apizee.com attaching a valid proof of identity, if applicable.

In the event of a complaint, the customer may contact the Supervisory Authority (CNIL for France).

18.3 APIZEE as a processor

APIZEE is also likely to process personal data on behalf of the Client, when the Service is provided through the Client to users who may be the latter's clients, users, or employees.

In this case, APIZEE acts as a subcontractor. This relationship between the Parties is governed by the Personal Data Processing Agreement (DPA), available from APIZEE

APIZEE informs the Client of the conditions of its own subcontracting and ensures that any subcontractor involved in the provision of the Service complies with the requirements of the regulations.

The Client, in its capacity as data controller, must ensure that users accessing the Service that it makes available through the commitments entered with APIZEE, are informed of the characteristics of the processing and the rights they have by means of its own documentation (personal data protection policy). To this end, the Client may integrate this device into the path followed by the user prior to access to the Service, and, if necessary, instruct APIZEE to deactivate the default device.

19-Proof of commitments

APIZEE and the Client agree that the use of digital means of communication will demonstrate the acceptance of any transaction with APIZEE, regardless of the content and regardless of the medium used.

The information recorded by the systems used is proof of the nature, content and date of the transactions concluded. These methods of proof constitute an irrebuttable presumption.

APIZEE may avail itself, for evidentiary purposes, of any act, file, recording, monitoring report, statistics on any media including the computer medium established, received or stored directly or indirectly in a database.

20-Duration of the conditions

20.1 The General Terms and Conditions of Sale (GTCS) remain in force if APIZEE does not mean that they are terminated or substantially modified. They can be changed at any time. In this case, APIZEE will notify the Client by email of the change within two weeks.

The Client will then have 30 (THIRTY) days from the date of receipt of the information to possibly terminate the commitments by terminating their registration. After this period, the new conditions will apply to the commitments entered by the Client.

20.2 The Client is subject to the General Terms and Conditions of Sale from the date of its signature of the offer drawn up by APIZEE, and this until the end of the commitments, notwithstanding the subsequent continuation of the obligations in terms of confidentiality and intellectual property.

21-Force majeure

By express agreement, constitutes a case of force majeure, in addition to those usually recognized by the case law of the French courts and tribunals, and without this list being exhaustive, by total or partial strikes, internal or external to the company, lock-out, breakdown of machinery and tools, incidents or failures of transport, blockage of means of transport or supply, For any reason, interruption of sources of supply of raw materials and energy, long-term interruptions in energy supply, failures of computer equipment, bad weather, lightning and/or power surges, earthquake, fire, storm, flood, water damage, epidemic, import or export ban or embargo, governmental or legal restrictions, riots, legal or regulatory changes of forms of marketing, blockages or interruptions in the operation of telecommunications means including the public network, cessation of activity of its suppliers, and all other cases beyond the express will of the parties preventing the normal performance of the commitments arising from the order and/or contract.

Force majeure suspends the obligations arising from this contract for the duration of its existence. During such suspension, the Parties agree that the costs incurred by the situation shall be borne by the party who is prevented from attending.

The Party noting the event must immediately inform the other Party of its inability to perform its service and justify itself to the latter. The suspension of obligations may in no way be a cause of liability for non-performance of the obligation in question, nor may it lead to the payment of damages or penalties for delay.

However, if the force majeure should last for more than one month, the contract may be terminated by either party, without this termination being considered as wrongful.

Termination, in such a case, must be notified by registered letter with acknowledgement of receipt referring to this provision, and will take effect on the date of receipt of the said letter.

22-Fortuity

In the event of a change in circumstances that were unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume an excessively onerous risk of performance may request a renegotiation of the contract from its co-contractor.

However, if the change in circumstances unforeseeable at the time of the conclusion of the contract is definitive or lasts beyond 2 months, the present terms and conditions will simply be terminated according to the terms and conditions defined in Article 8.3 Early termination.

23-Confidentiality

Throughout the duration of the commitments and even after their termination for any reason whatsoever, each party undertakes to keep strictly confidential all non-public information and documents of any nature whatsoever (economic, technical, etc.) to which it may have had access in the context of relations with the other party or any other person related in any way whatsoever to the latter.

Each party will take all necessary measures towards its staff or subcontractors to ensure compliance with the obligation of confidentiality under its responsibility.

24-Independence of the parties

The Parties expressly agree that their collaboration does not in any way constitute a company between them, in any form whatsoever, the liability of each of them being strictly limited to commitments taken into this contract and the subject matter of this contract. Their common intention excludes any affectio societatis, each of the Parties intending to act in its own interest.

25- Substitution

No change in the name or legal form of one of the parties, no transformation, merger with other legal persons, association or absorption may terminate this contract, which shall continue, for the remaining period, with the legal person which may be substituted for the rights of either party.

26-Entirety

If any of the provisions of these terms and conditions would be null and void by a change in legislation, regulations or by a court decision, it shall in no way affect the validity and compliance with the other conditions. The titles of the articles are for illustrative purposes only.

27-Applicable law - Disputes

The contract is governed by French law. Accordingly, any question relating to the validity, interpretation and performance of these terms and conditions shall be decided in accordance with French law, and shall be subject to the competent courts within the jurisdiction of the Commercial Court of Saint-Brieuc, in all cases where the law allows it.

The parties will endeavor to resolve amicably any dispute arising from the validity, execution or interpretation of these terms and conditions, by submitting it to mediation prior to any legal action. The mediator will be seized on request, by the most diligent party and the related costs will be borne in equal parts between the parties.