REUSSIR (hereinafter referred to as the "Company"), is a simplified joint stock company governed by the laws of France, with a share capital of EUR 2 378 640, whose registered office is located at sis 1 rue Leopold Sédar Senghor, 14460 Colombelles, France, and registered with the Registry of Commerce and Companies of Caen under number 388.308.637 and represented by Mr. Thibaut De Jaegher.
The Company's business is the supply and marketing of various IT solutions, in particular the "Commoprices" solution, which enables its professional customers to benefit from tools for monitoring data and price trends in the commodities markets. This solution, available in SaaS "Software as a Service" mode, is accessible online at https://commoprices.com/en.
The hereby Terms and Conditions of SaaS Service (hereinafter referred to as the "Terms") define the legal and technical framework for the use of the Solution by the Company's clients. The Company and each customer are hereinafter jointly referred to as the "Parties" and individually as a "Party".
As part of its duty to provide information and advice, the Company has made available to the Subscriber documentation presenting the Solution as well as these Terms, which the Subscriber acknowledges having read. It is the Subscriber's responsibility, particularly on the basis of this information, to ensure the suitability of the Solution for his or her own needs.
Each Subscriber therefore affirms and acknowledges having read and understood the provisions of the hereby Terms, which are available at any time on the Platform, in a tab dedicated to this purpose. By using the Solution, Subscribers affirm that they accept these Terms unconditionnally. At any time, if a Subscriber disagrees with one of the clauses of the Terms, he/she must immediately terminate the use of the Solution.
The Company may be contacted at the address indicated at the top of this document, by phone at +33 (0)2 3135 77 00 or by e-mail at firstname.lastname@example.org.
2.1 The purpose of these Terms is to define the conditions under which the Company grants the Subscriber a right to use the Solution in SaaS mode and provides the Subscriber with the Services and the Services Associated with this Solution.
The hereby Terms are concluded between the Parties for the duration of the Subscription subscribed by the Subscriber. The Company reserves the right to modify these Terms at any time. Any modification will take effect as of the date of publication. Subscribers agree to be notified of the updated Terms, which will prevail over all others, by their publication on the Platform.
The Subscriber may not assign all or part of the rights and obligations resulting from the contract binding it to the Company without the Company's prior written consent.
2.2 Unless otherwise specifically agreed between the Parties, the Solution is granted for a period of twelve (12) months of billing for the Subscription.
It shall then be renewed for consecutive periods of twelve (12) months, by tacit agreement. The Party that decides not to renew the Subscription must notify the other Party of this decision by registered mail with acknowledgement of receipt, three (3) months before the end of the occuring period.
3.1 In consideration of payment of the Subscription, the Company grants the Subscriber a non-exclusive right to access and use the Solution. This right of access and use is granted solely for the Subscriber's internal operating needs within the limits of the acquired rights defined at the time of Subscription.
The Subscriber may not transfer all or part of the rights and obligations resulting from these Terms without the prior written consent of the Company.
The right of use granted is limited to the number of named Users, as defined in the Subscription. Named Users are understood to be :
The Subscriber undertakes to keep the list of its named Users up to date and available.
3.2 The Company undertakes to provide the Solution in accordance with the provisions of the corresponding Subscription, which specifies, in particular, the content, limitations, duration if extended, and associated procedures, the terms and conditions for the implementation of Updates and Support.
Subscriber Access is available from any computer with an operating system and Internet browser compatible with the Solution. The Technical Prerequisites are listed in Appendix 1 hereinunder.
The Subscriber is informed that the Company has technical systems that allow it to control the shared use of Identifiers (in particular via IP addresses).
Subscriber Access allows access to the Services subscribed to by the Subscriber.
Subscriber Access is achieved through the creation of an Account by each named User. The Company provides the Subscriber with a number of Identifiers allowing Subscriber Access to Users. The Identifiers provided are strictly personal and confidential.
The Subscriber is entirely responsible for the use of the Identifiers by the Users. Subscriber agrees to do everything in its power to keep the Identifiers secret and to ensure that no other person not authorized by the Company has access to the Solution. In general, the Subscriber assumes the security of the access systems to the Solution.
In the event of loss, theft or accidental disclosure of an Identifier, the Subscriber shall inform the Company, which shall send new Identifiers. Any costs related to the procedure for recovering the Identifiers shall be borne by the Subscriber.
In the event of fraudulent use of the Subscriber's Identifiers due to a fault or negligence attributable to the Subscriber, the Subscriber will be liable to the Company for any loss or deterioration of Data whatsoever, and more generally for any damage suffered as a result of unauthorized use of the Platform, including unauthorized reuse of Data.
Subscription to the Solution by the Subscriber gives the Subscriber and Users access to the following Services:
The Services offered by the Company are subject to change. The different Services are provided according to the Subscription package subscribed to. The Subscription offers are defined on the "Offers" page of the Platform which can be consulted at https://commoprices.com/en/pricing.
6.1 The Subscriber is informed that legislative and regulatory changes may, at any time, render the Solution unsuitable.
The Company, as part of the Support, will update the standard Solution so that the Solution complies with the new legal and regulatory provisions, provided that such adaptations or changes do not require the rewriting of a substantial part of the Solution.
The Subscriber is also informed that changes in technology and customer demand may lead the Company to perform Updates, which may result in changes to the Technical Requirements, for which the Company shall not be held responsible.
The Update will be carried out in the following ways:
6.2 In order to guarantee optimal use of the Solution, the Company shall regularly check the proper functioning of the Solution in order to detect the risks of operating anomalies and to remedy them in advance.
The Company undertakes to carry out corrective maintenance operations on the Solution in such a way as not to prevent access to the Solution by the Subscriber.
The Company also undertakes to carry out continuous improvements to existing functionalities and rectification of anomalies in the operation of the Solution.
For the purposes of maintenance operations on the Solution, use of the Solution may be interrupted, generally during non-working hours and on non-working days. Users shall be notified in advance of planned maintenance operations by e-mail and through an information window when accessing the Solution.
7.1 Data Storage and Security Measures
All Subscriber Data is stored in a Database on one or more servers located on a dedicated and secure site.
The Company undertakes to implement state-of-the-art technical means to ensure the physical and logical security of the servers and networks under its responsibility and control. As soon as it is aware of it, each of the Parties will report, as soon as possible, to the other Party any fact likely to constitute an attack on the physical or logical security of the other Party's environment (attempted intrusion for example).
The Company undertakes to take all useful precautions in accordance with the state of the art to preserve the security of the Data so that they are not, by its own doing, distorted, damaged or communicated to unauthorized third parties.
Consequently, the Company undertakes to respect and to ensure that its personnel respect the following obligations:
7.2 Monitoring System
The Company shall take all necessary steps to ensure traceability of users by IP, in order to ensure secure operation of the Solution.
The Company shall set up access control to the premises where the Services relating to the Solution are provided, so as to allow access only to persons authorized by the Company or accompanied by authorized personnel. The Company shall take all measures to prevent intrusion.
The Company will implement the necessary measures to allow access to the Solution only to persons authorized by the Subscriber.
In order to guarantee the confidentiality of Data in transit between the User and the access point to the Solution, all connections are secured. Data flows, which use unsecured telecommunications networks, use recognized security protocols such as HTTPS (based on SSL/TLS Secure Socket Layer/Transport Layer Security) or SFTP (based on Secure Shell - SSH).
7.3 Assistance and Support
7.3.1 For the duration of the provision of the Solution, the Company provides the Users designated by the Subscriber with assistance according to the following terms and service levels:
The purpose of this Associated Service is to inform the Company of any malfunctions in the Solution that are not attributable to improper use or non-compliant use or modification of accesses by the Subscriber.
7.3.2 In the event of malfunctions of the Solution observed by Users, the Subscriber shall indicate to the Company the conditions of appearance of the malfunctions as observed by the Users as well as the level of seriousness of the malfunctions.
The Company undertakes to analyze the malfunctions observed and brought to its attention by the Subscriber within forty-eight (48) hours and to provide an answer within a maximum of seven (7) working days. Once the malfunctions have been corrected, the Subscriber will receive a notification informing him/her of the correction of the malfunctions noted.
In the event that the malfunctions cannot be corrected immediately, the Company will implement a workaround to ensure the continued operation of the Solution.
Any expenses and costs relating to the correction of malfunctions that may be due directly or indirectly to an unrelated cause, and in particular to an error in use by the Subscriber and/or any third party, shall be borne exclusively by the Subscriber. The Company shall not be liable for the consequences of any maneuvers or uses prohibited by these Terms, nor those resulting from a modification of the hardware or software environment of which the Company has not been informed and to which it has not given its approval, without this list being limitative.
The Company may perform additional services (consulting, support, configuration, training, interoperability) other than those exclusively provided by the Solution or included in the Associated Services.
Any additional service to be performed by the Company shall be subject to an quote and express written acceptance by the Subscriber. It will be invoiced separately from the Subscription price.
The Company holds all applicable intellectual property rights relating to the Solution or affirms, when a third party holds the intellectual property, that it has obtained the right from that third party to market or distribute the Solution. The Company grants Subscriber a personal, non-exclusive, non-assignable and non-transferable right to use the Services for the duration of the Subscription.
The provision of the Solution to the Subscriber does not confer any title or intellectual property rights to the Solution or the Services. The temporary availability of the Solution and the provision of the Services shall not be construed as the transfer of any intellectual property rights to the Subscriber.
In this regard, the Subscriber may not infringe on the Solution in any way whatsoever, and in particular may not use the Solution in a manner that is inconsistent with its intended purpose and the conditions set forth in the Terms.
Consequently, the Subscriber shall refrain, in particular, and without this list being exhaustive, from:
9.1 Database Generated by the Platform
All the Data generated by the Platform in the context of the use of the Solution, in particular relating to commodity price trends, remains the sole property of the Company. The architecture of the Database, its presentation and layout (without this list being exhaustive), are the property of the Company and are protected by copyright.
As part of the Subscription and the Services, the Subscriber has a simple, non-exclusive right to use the Platform and the Database for its internal needs.
The reproduction, reuse, adaptation, or exploitation of the Database or its content by the Subscriber outside the framework of the use of the Services is prohibited.
As such, the Subscriber is not authorized to:
With respect to the Data Retrieval Service, Subscriber may be authorized to retrieve (i.e., transfer permanently or temporarily) the Data contained in the Platform for his/her own internal purposes, to the exclusion of any other purpose. However, in accordance with the provisions of Article L.342-1 of the French Intellectual Property Code, this extraction may only relate to qualitatively or quantitatively insubstantial parts of the Platform's Database, subject to the provisions of Article L.342-3 of the said code.
The Company reserves the right to verify by any means that the Platform and its Database are used under the conditions of these Terms and are not reproduced without its authorization.
9.2 Data provided by the Subscriber
The Data and files provided by the Subscriber and/or Users to the Company and stored by the Users in connection with the use of the Solution remain the exclusive property of the Subscriber.
Reproduction or use by the Company of Subscriber's data and files are prohibited.
However, the Subscriber expressly authorizes the Company to host his or her Data on the server and to use it, in particular, for the purposes of operating the Platform, but also to use it for statistical, learning and improvement purposes.
9.3 Personal Data
It is reminded that the Company acts as a subcontractor, on the instructions of the Subscriber, who is qualified as the person responsible for the processing of Personal Data. The Subscriber is informed that it is his or her sole responsibility to comply with the obligations incumbent upon him or her under the applicable regulations regarding the protection of personal data.
Whenever Personal Data is collected by the Subscriber or transferred by the Subscriber, or by the Company on the instruction of the Subscriber, it is the responsibility of the Subscriber to ensure that the collection, processing and/or transfer of Personal Data is authorized.
10.1 Company's Obligations
The Company undertakes to inform the Subscriber of any event that may compromise the provision of the Solution subscribed to by the Subscriber, including if this event is attributable to a third party.
The Company undertakes to implement all the means necessary for the execution of the Solution under the conditions provided for in the offer subscribed to by the Subscriber.
The Company undertakes to take all the care and diligence necessary to provide a quality service in accordance with the practices of the profession. The Company undertakes to :
It is agreed between the Parties that the Company will remain, in all circumstances, free to determine its industrialization policy.
Consequently, the Company may without constraint design, organize and size the Solution, modify it and make it evolve, if necessary with the partners and suppliers of its choice, without the Subscriber's prior written consent, as long as this does not reduce the Company's commitments.
The Company undertakes, throughout the duration of these Terms, to regularly inform the Subscriber of any useful element of which it may be aware.
10.2 Subscriber's Obligations
The Subscriber undertakes to respect the laws and regulations in force and not to infringe on the rights of third parties or public order.
The Subscriber is responsible for the compliance of Users with these Terms and is solely liable for the content disseminated and/or uploaded via the Solution and assumes full responsibility for the accuracy, integrity and legality, reliability and timeliness of the Data transmitted to the Company under these Terms.
In particular, in view of the authorized use of the Solution by the Subscriber, the Subscriber shall refrain from sending or storing Data of a non-professional nature and, more generally, Data of an illicit, obscene or defamatory nature or Data that is illegal or in violation of the rights of a third party, the protection of minors or privacy.
The Solution is used by Subscriber under its control, direction and sole liability.
Consequently, the Subscriber is responsible for :
In the event of non-compliance with these commitments, the Company reserves the right to limit, restrict, interrupt or permanently suspend all or part of the Solution provided for an indefinite period of time, in the event of non-compliance with warnings sent by the Company.
Any use of the Solution that does not comply with its intended purpose as set forth in these Terms shall constitute an infringement of the operating rights of the Solution and thus an act of conterfeit.
The Subscriber is solely responsible for its means of communication and connection. In this regard, it is agreed that:
It is also agreed that the Company may change telecom service providers at any time, provided that the service is compatible with the Subscriber's equipment, without jeopardizing the link or access to the Solution.
The Subscriber Access and benefits from the functionalities of the Solution by means of an access via the Internet network. The Subscriber may access and use the Solution at any time (24 hours a day, 7 days a week), with the exception of periods of interruption due to maintenance operations and subject to periods of unavailability of the Solution.
The use of the Solution and the Associated Services is granted "as is" without warranty of any kind, express or implied, as to its performance or results. The entire risk as to quality, performance or results rests with the Subscriber.
The Company does not warrant that the Solution is free from defects or hazards but undertakes only to remedy, with all reasonable diligence, reproducible failures detected with respect to the Documentation.
The Company does not warrant the suitability of the Solution and Services for the specific needs or business of any Subscriber or User. The Company does not guarantee the ability of the Solution to achieve the objectives or results that the Subscriber has set for himself/herself and/or to perform the specific tasks that motivated his/her decision to subscribe.
The Subscriber acknowledges that he/she has been able to evaluate the capabilities of the Solution and the Associated Services beforehand, in particular with regard to the technical specifications. The Subscriber may not demand the implementation of new features or developments.
The Subscriber acknowledges having been informed that the Company is subject to an obligation of means for the execution of its obligations under these Terms.
The Subscriber remains in any case responsible for his computer equipment and those used in connection with the Company. At no time does the Company guarantee the reliability or operation of the networks and telecommunications means used.
The Company shall not be liable for the quality, availability and reliability of the telecommunications networks, whatever their nature, in case of data transport or Internet access, even when the provider is recommended by the Company.
The Company shall not be liable for any loss or damage arising directly or indirectly from the Subscriber's misuse of the Solution.
The Company shall not be held liable, either to the Subscriber or to third parties, for indirect damage. Indirect damage includes: loss of earnings, increase in overhead costs, loss of profit or clientele, any operating loss, loss of profit or financial loss resulting from the impossibility of using the Solution.
In any event and regardless of the basis of the Company's liability, the damages and any compensation due to the Subscriber may not exceed the amounts paid by the Subscriber for the use of the Solution for the year during which the damage giving rise to compensation occurred.
The Subscriber undertakes to limit the extent of its damages in the event of a breach by the other Party. Only non-avoidable damage will be compensated.
13.1 Price and Payment
The prices set out in the Subscription when subscribing to the Services are in euros, excluding tax. The financial terms and conditions as well as the details of the prices are mentioned on the invoice.
Access to the Solution by the Subscriber and its use by Users are conditional upon payment by the Subscriber of the price of the Subscription, as defined in the price list provided to the customer with his/her invoice.
Any change in the scope of the Services initially determined will be subject to additional billing.
The Company is in no way a banking institution and all intermediary payment services are provided by an approved payment service provider specializing in these services. The banking information is transmitted exclusively to this payment provider in a secure manner.
13.2 Price Revision
The price list may be updated each year and may be updated by the Company at any time according to its data purchase costs, with a minimum of 3 months notice before the anniversary date of the Subscription.
13.3 Invoice Payment Terms
Unless otherwise specifically agreed between the Parties, the annual Subscription (12 months) to the Solution shall be invoiced at once at the Subscription.
The Subscriber shall pay each instalment within thirty (30) days of the date of receipt of the invoice.
13.3 Late payment
In the event of non-payment by the due date, a penalty for late payment calculated on the basis of an interest rate set at three (3) times the legal interest rate as well as a fixed damages for collection costs of a hundred euros excluding taxes (€100 excluding taxes) will be payable by the Company without prior notice. If necessary, when these expenses exceed the amount of this damages, the Company may claim an additional damages from the Subscriber, upon presentation of proof of the steps taken. These damages will not be applied in cases where the Subscriber proves that he/she is the subject of receivership or liquidation proceedings.
The Company reserves the right, ten (10) days after the sending of the formal notice to pay, in the form of a registered letter, which has remained partially or totally without effect, to suspend the Solution and any service in progress until full payment of the amounts due. This suspension shall not be considered as a termination of the Subscription.
All unpaid fees, following a bank rejection of a payment by the Subscriber, will remain the financial responsibility of the latter.
In the event of a breach by either Party of these Terms and the performance of its obligations, and if the Party fails to remedy the breach, the other Party may terminate the Subscription by registered letter with acknowledgement of receipt, thirty (30) days after formal notice of the breach has been given and has remained unsuccessful.
The termination of the Subscription will take effect one (1) month after the Company receives the aforementioned letter, unless the Company can justify the appropriate remedies taken or to be taken to eliminate the breach.
15.1 Recovery and Retrieval of Data by the Subscriber
When the Subscription expires or is terminated, access to the Solution is closed at midnight on the last day of the Subscription or on the day the Subscription is terminated.
The Subscriber must therefore have recovered the Data accessible through the features of the Solution before this deadline.
As of the sixtieth (60th) day following the expiration of the Solution or its termination, the process of deleting the Data will be initiated in order to render it unusable. This deletion shall be carried out on the production data as well as on the backed up data, in accordance with the retention periods of the backups.
15.2 Compliance with Intellectual Property Rights and Confidentiality Obligations
Upon termination of the Subscription, for whatever reason, the Subscriber undertakes not to copy, reproduce with a view to communication to third parties and more generally not to reuse, divulge, disseminate in any form whatsoever, translate or adapt the data obtained in performance of the Services, nor to make any use of it that might infringe the rights of the Company.
For the purposes of these Terms, the words "Confidential Information" shall mean any information or documents disclosed by either Party to the other Party, whether in writing or orally, and including without limitation any written or printed documents, any trade secrets, know-how, information documents and more generally any information provided by one Party to the other Party.
However, the words "Confidential Information" do not cover information:
During the term of this Subscription and for a period of eighteen (18) months from the date of expiration or termination, the Parties agree not to disclose in any manner whatsoever, including verbally, the Confidential Information without the prior written consent of the other Party, they agree to:
In the event that the legal or regulatory obligations of one of the Parties, in particular following a request from a judicial or administrative authority, or within the framework of regulations that may be applicable to it, require it to communicate to a third party or to make public Confidential Information, this Party shall be authorized to do so.
Without prejudice to the provisions of this article, the Parties may communicate on the mere existence of their commercial relations without in any way prejudicing the image of the other Party, or disclosing any Confidential Information.
either of the Parties may be held liable for any breach of its obligations if it has been prevented from performing its obligation by an event of force majeure as defined in Article 1218 of the French Civil Code, as well as for any fortuitous event or external causes such as social conflicts, intervention by civil or military authorities, or natural disasters as provided for by the legislation in force.
The Parties shall also not be held liable for any failure to perform any of their obligations under these Terms resulting from bad weather or any other event of this nature (fire, water damage, etc.) or event beyond the control of the Company hindering the provision of and access to the Services, partial or total strike of a supplier or subcontractor of the Company, interruption of the supply of energy, electricity or telecommunication network services.
In this case, the Party invoking force majeure shall notify the other Party, by registered letter with acknowledgement of receipt, as soon as possible, of the occurrence of such an event and the necessary extension of the deadlines for the performance of its obligations. If the impediment is temporary, the performance of the obligation shall be suspended until the Party invoking the force majeure is no longer prevented by the force majeure event. The Party invoking force majeure shall keep the other Party informed and shall use its best efforts to limit the duration of the suspension. In the event that the suspension continues beyond a period of three (3) months, either Party shall have the option of terminating the Subscription without compensation by notifying the other Party of its decision by registered letter with acknowledgment of receipt.
The Subscription as well as the hereby Terms express the entire agreement between the Parties with respect to its subject matter, and prevail all prior agreements, whether oral or written, between the Parties (and the companies to whose rights they come) with respect to the representation in the Territory of the Products and Services.
Finally, by express agreement between the Parties, the provisions of Article 1195 of the French Civil Code shall not apply to the contract between the Parties. The Parties intend to continue the performance of the contract under the conditions initially agreed notwithstanding the occurrence of any change in circumstances unforeseeable at the time of the conclusion of the contract and which would make its performance excessively onerous for one of the Parties. The Parties therefore expressly agree to bear the risk.
The possible invalidity of one or more clauses of the hereby Terms shall not affect its other stipulations which shall continue to have full and complete effect.
In the event that the execution of one or more of the clauses of the hreby Terms would be made impossible because of its cancellation, the Parties will try to come closer in order to establish a new clause whose spirit and letter will be as close as possible to the old clause, the other stipulations remaining in force.
In case of difficulty of interpretation between the title and the chapter of any of the articles and any of the clauses, the titles shall be deemed not to have been written.
The fact that one of the Parties to these Terms has not required the application of any clause, whether permanently or temporarily, shall in no case be considered as a waiver of the rights of that Party arising from the said clause.
By express agreement between the Parties, the hereby Terms are subject to French law.
The Terms are written in French language. In the event that they are translated into one or more languages, only the French text will be deemed legally binding in the event of a dispute.
In order to find a solution to any dispute that may arise in the execution of the hereby Terms, the Parties agree to meet within thirty (30) days from the sending of a registered letter with acknowledgement of receipt, notified by one of the two Parties.
This settlement procedure constitutes a mandatory prerequisite to the initiation of legal proceedings between the Parties. Any legal action brought in violation of this clause shall be declared inadmissible.
However, if at the end of a period of thirty (30) days, the Parties are unable to agree on a agreement or a solution, the dispute shall be submitted to the exclusive jurisdiction of the courts of the jurisdiction of the Company's registered office.
For the performance of the present contract as well as its consequences, the Parties respectively state as their addresses for service at their registered offices or addresses indicated at the head of the hereby contract. Any change in the registered office or address of one of the Parties shall not be binding on the other Party until it has been duly notified by registered letter with acknowledgement of receipt.
The Subscriber expressly acknowledges having been informed that in the context of the optimal use of the Solution, compliance by the Subscriber with all of the Technical Prerequisites designated below is essential: