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The Customer wishes to use the platform to operate DATALEON applications.
DATALEON is a provider of Software as a Service, that is to say business applications rented online. As such, it is the provider of the Application Services referred to below in the contract.
The customer acknowledges receiving all the required information from DATALEON to assess the suitability of the application services for their needs and to take all necessary precautions for its use.
However, as an IT professional and as part of its obligation to provide advice, DATALEON will provide the Customer with any advice necessary to optimize his choices and to provide the most appropriate coverage of his needs.
Terms beginning with a capital letter within the Contract, whether used in the singular or in the plural, will have the meaning given to them below.
Solutions
Refers to the operational functions listed in the annex to the contract and made available to the Customer as part of the Application Services subject to the contract;
Data
Refers to information, publications and, in general, data in the Customer database whose use is the subject of this contract, which can be consulted only by Users;
Identifiers
Refer to both the user's own identifier (“login”) and the login password (“pass-word”), communicated after registering for the service;
Internet
Refers to the set of interconnected networks, which are located in all regions of the world;
Intranet
Refers to the computer network specific to a company or organization, using TCP/IP protocols and, more generally, Internet technologies and that can be connected to the Internet network;
Software
Refers to any software provided by DATALEON to the Customer and in particular the associated Solutions.
Application service
Refers to the service offered in SaaS mode by DATALEON, allowing the use of Solutions by the Customer;
User
Refers to the person under the responsibility of the Customer (agent, employee, representative, etc.) and benefiting from access to the Application Services on their computer under the user license contracted by the Customer.
The purpose of the contract is to define the terms and conditions applicable to the Services ordered by the Customer.
DATALEON consents to the Customer, who accepts:
The document together with the documents entitled “Annexes” constitute the entirety of the commitments existing between the Parties. It supersedes and cancels any previous oral or written commitments relating to the subject of the Agreement.
This document consists of the following contractual documents presented in hierarchical order of decreasing legal value:
In the event of a contradiction between one or more provisions contained in any of these documents, the higher-ranking document will prevail.
It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Contract, regardless of their frequency and duration, cannot constitute a modification of the Contract, nor be likely to create any right.
4.1 APPLICATION SOLUTIONS
DATALEON provides the Customer with Solutions that are accessible on its server via the Internet. Under the conditions of the “License” article, DATALEON grants the Customer the right to use on a non-exclusive basis.
A guarantee is given by DATALEON from the date of access to the Application Services against any programming defect and for a period of 3 years. This guarantee is no longer valid if a third party intervenes in the programs.
Beyond this period, any intervention requested by the Customer will be invoiced on the basis of the current rate as part of the planned maintenance services.
DATALEON ensures the hosting of the Data, the maintenance and the security of the Solutions. Services are provided in accordance with the Quality Charter
DATALEON chooses the operator, provider of access to the network. The Customer may not adopt another telecommunications operator for the Application Services that it orders from the Service Provider.
4.1 APPLICATION SOLUTIONS
DATALEON provides the Customer with Solutions that are accessible on its server via the Internet. Under the conditions of the “License” article, DATALEON grants the Customer the right to use on a non-exclusive basis.
A guarantee is given by DATALEON from the date of access to the Application Services against any programming defect and for a period of 3 years. This guarantee is no longer valid if a third party intervenes in the programs.
Beyond this period, any intervention requested by the Customer will be invoiced on the basis of the current rate as part of the planned maintenance services.
DATALEON ensures the hosting of the Data, the maintenance and the security of the Solutions. Services are provided in accordance with the Quality Charter
DATALEON chooses the operator, provider of access to the network. The Customer may not adopt another telecommunications operator for the Application Services that it orders from the Service Provider.
4.2 ACCESS TO SOLUTIONS
The Customer will use this right of access alone. It can connect at any time — with the exception of maintenance periods —, namely:
The access procedure defined by DATALEON and annexed hereto, within the framework of the Quality Charter, must be strictly respected by the Customer.
Access is provided:
The Customer is informed of the technical hazards inherent to the Internet, and of the access interruptions that may result. Consequently, DATALEON will be held responsible for any unavailability or slowdowns of the Application Services. In addition, DATALEON carries out its services in accordance with the Quality Charter. DATALEON is not in a position to guarantee the continuity of the Application Services, executed remotely via the Internet, which the Customer acknowledges.
In addition, it is the Customer's responsibility to respect the volume thresholds indicated and to notify DATALEON in the event of an increase in its needs in terms of processing capacity.
DATALEON undertakes to put in place effective controls that provide reasonable assurance that the Customer can access and use the applications concerned at the times determined herein.
DATALEON guarantees the implementation of compliant Application Services.
Application Services may occasionally be suspended due to maintenance interventions necessary for the proper functioning of the DATALEON platform.
In the event of an interruption of the Application Services for maintenance, DATALEON undertakes to comply with the operations procedure described below Article Maintenance so that the Customer can be informed as best as possible of the interruption, and so that he can make his arrangements sufficiently in advance to avoid any disruption of his business.
DATALEON cannot be held responsible for the possible impact of this unavailability on the Customer's activities.
DATALEON will be responsible for any consequences of an interruption or suspension of the Application Services for maintenance if this procedure has not been respected by DATALEON and in particular if it has not notified the Customer sufficiently in advance to allow it to anticipate the suspension of maintenance and to adapt, if necessary, its operation.
In particular, DATALEON has set up a described redundant system allowing a service without interruption.
DATALEON grants the Customer a personal, non-exclusive, non-transferable and non-transferable right to use the Solutions, throughout the duration of the Agreement and for the entire world.
The Customer may only use the Application Services and the Solutions in accordance with its needs and their documentation. In particular, the license relating to the Solutions is granted only for the sole purpose of allowing the Customer to use the Services, to the exclusion of any other purpose.
The right of use refers to the right to represent and implement the Application Services in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Customer may not under any circumstances make the Solutions available to a third party, and is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
DATALEON takes care of the corrective and evolutionary maintenance of the Solutions.
A telephone support service to deal with anomalies is available from Monday to Friday inclusive or otherwise, from 9 a.m. to 7 p.m. Anomaly reports must be confirmed by email to the Service Provider without delay. DATALEON diagnoses the anomaly and then implements its correction.
In the event of a blocking anomaly, the report is taken into account within 2 working hours. DATALEON strives to correct the blocking anomaly as soon as possible, and offers a workaround.
In the event of a semi-blocking anomaly, the report is taken into account within 8 working hours. DATALEON strives to correct the anomaly, and offers a workaround solution that may allow the use of the functionalities in question within 2 working days.
In the event of a minor anomaly, the report is taken into account as soon as possible, and proposes the correction of the minor anomaly in a new version of the Service that will be delivered as part of evolutionary maintenance.
DATALEON is not responsible for maintenance in the following cases:
However, DATALEON can, if possible, take care of the resolution of malfunctions caused by the cases listed above, at the DATALEON rate in force at the date of intervention.
DATALEON is committed to sending updated documentation for new versions of the Solutions.
Corrections and changes to the Application Services are expressly subject to the Agreement.
Interventions relating to this service may make the service temporarily unavailable. They are carried out once a week after a notice period of 1 day and only outside working days and hours.
DATALEON guarantees that the upgrades and new versions of the Software do not cause any regression of the Application Services in terms of performance and functionalities.
DATALEON will update the antivirus every week, only outside of business days and hours.
The Customer will be answered from Monday to Friday from 9 a.m. to 6 p.m. by email, within a maximum of 2 hours.
As part of the subscription to the on-call service for non-working hours, the Customer will also benefit from an assistance service:
Saturday from 9:00 a.m. to 7:00 p.m.,
Sundays from 2 p.m. to 7 p.m.
using the same procedures as specified above.
At the request of the Customer, DATALEON can provide conditions to be defined by mutual agreement for training services.
DATALEON will submit a proposal for a training service if its intervention records in the context of technical assistance and corrective maintenance of the Application Services reveal recurrent problems of use by the Customer distinct from anomalies.
10. 1 PERSONAL DATA
If the Data transmitted for the purpose of using the Application Services contains personal data, the Customer guarantees the Service Provider that he has fulfilled all of his obligations under the law of 6 January 1978, known as “Informatique & Libertés”, and that he has informed the natural persons concerned of the use that is made of said personal data.
As such, the Customer guarantees DATALEON against any recourse, complaint or complaint from a natural person whose personal data would be reproduced and hosted via the Application Service.
In the event that the Data is stored on servers located in countries outside the territory of the European Union, a specific authorization to transfer the data must be obtained from the CNIL. DATALEON undertakes to inform the Customer of the location of the Data and, more generally, to provide all the useful and necessary information to make the declarations.
The Customer, as data controller, undertakes to conclude the contractual standard established by a decision of the European Commission of 5 February 2010 and to obtain the appropriate authorization from the CNIL.
10. 2 DATA EXPLOITATION
The Customer assumes any editorial responsibility for the use of the Application Services.
The Customer is solely responsible for the quality, legality, and relevance of the Data and content that it transmits for the purpose of using the Application Services. It also guarantees to be the owner of the intellectual property rights allowing it to use the Data and contents. Consequently, DATALEON declines all responsibility in the event of non-compliance of the Data and/or contents with laws and regulations, public order or even the needs of the Customer.
The Customer guarantees DATALEON at first request against any damage that would result from its being held liable by a third party for a breach of this guarantee.
More generally, the Customer is solely responsible for the content and messages broadcast and/or downloaded via the Application Services. The Customer remains the sole owner of the Data constituting the content of the Solutions.
10.3 DATA SECURITY
Each Party undertakes to implement appropriate technical means to ensure Data security.
Subject to the “Responsibility” Article, DATALEON undertakes to preserve the integrity and confidentiality of the Data contained in the Solutions. DATALEON will put in place technical and organizational measures to prevent any fraudulent access or use of the Data and to prevent any loss, alteration and destruction of the Data.
The Customer, after having notified DATALEON in writing with a minimum of 30 days or 4 weeks notice, may have an audit of the operating conditions of the Solutions carried out, at its own expense, and, more generally, of DATALEON's compliance with technical and security standards. As such, the Customer will appoint an independent auditor who is not a competitor to DATALEON on the SaaS market, who must be validated by DATALEON and who must sign a confidentiality agreement.
The audit must be conducted within the strict limits described above and may not include DATALEON's financial, accounting and commercial data;
DATALEON undertakes to collaborate in good faith with the expert and to facilitate his audit by providing him with all the necessary information and responding to all of his requests relating to this audit.
The audit will be conducted during DATALEON's working hours.
A copy of the audit report prepared by the auditor will be provided to each party and will be reviewed jointly by the Parties who agree to meet for this purpose.
12. 1 ROYALTIES
The financial conditions are set out in the Appendix. Service fees are indicated in euros and do not include taxes and fees. The billing address is the address of the Customer's head office.
It is expressly agreed that the amount of the amounts invoiced by DATALEON will be revised each year according to the Hourly Labor Cost Index for all employees of Syntec Federation companies.
The following services are excluded from the fee and are invoiced separately:
The Customer is and remains the owner of all the Data that it uses via the Application Services under the Contract.
The Customer is and remains the owner of all the tailor-made solutions that he uses via the Application Services under the Contract for his needs.
DATALEON is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as more generally than the IT infrastructure (software and hardware) implemented or developed under the Contract.
The Contract does not give the Customer any ownership rights over the Solutions. The temporary provision of the Solutions under the conditions provided for in the Contract cannot be considered as the transfer of any intellectual property right for the benefit of the Customer, within the meaning of the French Intellectual Property Code.
The Customer is prohibited from reproducing any element of the Software, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
The Customer may not assign all or part of the rights and obligations resulting from the Contract, whether as part of a temporary assignment, a sublicense and any other contract providing for the transfer of these rights and obligations.
DATALEON declares and guarantees:
DATALEON declares and guarantees that the Solutions are not likely to infringe the rights of third parties.
Each Party assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as for the faults, errors or omissions of its potential subcontractors and causing direct damage to the other Party.
In addition, and in the event of a fault proven by the Customer, DATALEON will only be required to compensate for the pecuniary consequences of direct and foreseeable damages resulting from the performance of the Services. Consequently, DATALEON may under no circumstances be liable for indirect or unforeseeable losses or damages of the Customer or third parties, which includes in particular any missed gain, loss, inaccuracy or corruption of files or Data, commercial damage, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining a substitute product, service or technology, in connection with or arising from the non-performance or faulty performance of services.
In all cases, the amount of DATALEON's liability is strictly limited to the reimbursement of the amount of the amounts actually paid by the Customer on the date of occurrence of the event giving rise to liability, per user station, per interruption day based on average consumption.
In addition, DATALEON cannot be held responsible for the accidental destruction of the Data by the Customer or a third party who has accessed the Application Services using the Identifiers given to the Customer.
DATALEON can in no way be held responsible for any damage in the event of damage caused by an interruption or decrease in service by the telecommunications operator, the electricity supplier or in the event of force majeure.
None of the Parties may be held liable for any breach of its obligations under the Contract, if such breach results from: a government decision, including any withdrawal or suspension of authorizations of any kind, a total or partial strike, internal or external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or blockage of telecommunications or electrical networks, of An act of computer hacking, or more generally everything other force majeure event with the characteristics defined by case law.
The Party noticing the event must immediately inform the other party of its impossibility to perform its service. The suspension of obligations or the delay can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay.
DATALEON has taken out the necessary insurance to cover the risks associated with the exercise of its activity. He undertakes to provide any supporting documents to the Customer, if the latter expressly requests it.
In the event of a breach by one of the Parties of its contractual obligations, the Contract may be automatically terminated by the other party after sending a letter of formal notice sent by registered mail with acknowledgement of receipt that has remained ineffective. The formal notice will indicate the defect (s) identified.
In the event of termination, the Customer will stop using all access codes to the Solutions and Application Services.
Reversibility benefits will be implemented in accordance with article 19.
In the event of termination of the contractual relationship, regardless of the cause, DATALEON undertakes to return or possibly destroy, free of charge, at the first request of the latter formulated by registered letter with acknowledgement of receipt and within 30 days of the date of receipt of this request, all Data and integrated solutions belonging to it in a standard format that can be read without difficulty in an equivalent environment.
The Customer will actively collaborate with DATALEON in order to facilitate the recovery of the Data.
DATALEON will ensure that the Customer can continue to use the Data, without interruption, directly or with the assistance of another service provider.
During the reversibility phase, commitment levels will be reviewed. On request and subject to additional billing, DATALEON will be able to provide the service of reloading the Customer Data on the system that the latter has selected, at the expense of the Customer to ensure the perfect compatibility of the whole.
At the request of the Customer, DATALEON may provide additional technical assistance services to the Customer and/or to the third party designated by him, within the framework of reversibility.
These assistance services will be invoiced at the DATALEON rate in force at the time of notification of reversibility.
Each Party renounces the right to hire or to have any employee of the other party work, directly or through an intermediary, without the express prior agreement of the latter. This waiver is valid for the entire duration of the Contract and for the 6 months following its termination.
In the event that one of the Parties does not comply with this obligation, it undertakes to compensate the other Party by immediately and on simple request, paying it a lump sum equal to 3 times the employee's gross monthly remuneration at the time of departure.
Each Party undertakes to (i) keep confidential all information it receives from the other Party, including (ii) not to disclose confidential information from the other Party to any third party, other than employees or agents who need to know it; and (iii) to use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the Contract.
Notwithstanding the above, none of the Parties will have any obligation with respect to information that (i) would have fallen or would fall into the public domain regardless of a fault by the Party receiving it, (ii) would be developed independently by the Party receiving it, (iii) would be known to the Party receiving it before the other Party disclosed it to it, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed by law or by order of a court (to which In such cases, they shall be disclosed only to the extent required and after giving written notice to the Party that provided them).
The obligations of the Parties with respect to confidential information will remain in force for the duration of the Agreement and as long, after its end, as the information concerned remains confidential for the Party disclosing it and, in any event, for a period of 10 years after the end of the Contract.
Each Party must return all copies of documents and media containing confidential information from the other Party as soon as the Contract expires, regardless of the cause.
The Parties also undertake to ensure that these provisions are respected by their staff, and by any employee or third party who may intervene in any capacity under the Contract.
The invalidity, invalidity, absence of binding force or unenforceability of any of the provisions of the Contract does not imply the invalidity, invalidity, absence of binding force or unenforceability of the other stipulations, which will remain in full force. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation (s).
The Contract is subject to French law, to the exclusion of any other legislation. If the Contract is drafted in several languages or translated, only the French version will prevail.
For the purposes of this Agreement and its consequences, the Parties shall respectively elect their seat at the head offices indicated at the beginning of this Agreement. Any change in the registered office or address of one of the Parties will not be effective against the other Party until eight calendar days after being duly notified to it.
In order to jointly find a solution to any dispute that may arise in the performance of the Contract, the Parties agree to meet within 30 days of receiving a registered letter with a request for acknowledgement of receipt notified by one of the two Parties.
