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General conditions
Application date: 01/04/2024
French version prevails over translations.
Capitalized terms within the Contract are defined in Article 17, whether singular or plural. Where a capitalized term is not defined in this article, the definition is that specified within the Contract.
1. PURPOSE
The purpose of these General Terms of Service (“GTS”) is to set out the terms and conditions for the provision of Services, and to define the responsibilities and obligations of Signitic and the Customer (hereinafter the “Parties”). These GTS are accessible at all times on the Site and shall prevail over any other version available on any other medium. Together with the additional documents applicable below, these GTS form a contract (hereinafter the “Contract”) between Signitic and the Customer. This Contract consists solely of the following documents, in descending order of priority:
- Any Special Conditions ;
- Personal Data Processing Agreement (DPA);
- These General Terms of Service;
- The order elements, such as any order form or online subscription, drawn up by Signitic and accepted by the Customer.
In the event of contradiction, the higher-ranking document takes precedence. All other documents and information issued by Signitic (in particular advertising brochures and communication media) are for information purposes only and are not contractually binding. In the absence of express acceptance by Signitic, any condition imposed by the Customer, in particular general conditions of purchase, shall be unenforceable. The Agreement contains all terms and conditions between the Parties and supersedes all prior existing arrangements, conditions, NDAs, and agreements relating to the subject matter of this Agreement.
Any use of Services, including free of charge, implies, on the part of the Customer, acceptance of the Contract. The Customer undertakes to transmit it to all Users and to ensure that they comply with it. The documents constituting the Contract are communicated to and accepted by the Customer at the time of the order or, failing this, are accessible to the Customer by any other means.
Signitic reserves the right, as of right and at any time, to modify the terms of the Contract, in particular as a result of changes in technology and/or legislation. Any modification shall apply from the date of its publication on the Site and shall be notified to the Customer by any means. If the modifications are unfavorable to the Customer, the Customer has 30 calendar days from the date of publication of these modifications on the Site to terminate the Contract, ipso jure and at no cost, by notifying Signitic by registered letter. After this date, the Customer will be deemed to have accepted the modifications. However, where such modifications are required by law, regulation and/or administrative authorities, the Customer shall not be entitled to terminate the Contract. The modified terms apply to Services previously subscribed to by the Customer and still in progress, in order to ensure a homogeneous contractual package for all Services.
2. ACCESS - ACCOUNT
2.1. Prerequisites
2.1.1. Use of the Software is linked to a messaging service. In particular, the Software is compatible with Microsoft 365 and Google Workspace messaging services. If the Customer works on another environment, after exchange with Signitic, several tests will have to be carried out, at the Customer's expense and under the Customer's responsibility, in order to verify compatibility with the Software.
The installation of add-ins or additional software may also be required. In this case, said installations will be at the expense and under the responsibility of the Customer.
2.1.2. In all cases, the Customer shall be personally responsible, at its sole expense, for the acquisition, installation, maintenance and connection, security, of the various equipment, configuration elements and telecommunications means, including Internet connection, required to access the Services. The Customer remains solely responsible for its own access modes, their quality and security. The Customer undertakes to configure and parameterize the Software, and in particular to meet the requirements set out in 2.1.1, by himself, under his sole responsibility, in accordance with the indications provided in the documentation made available and according to the recommendations of Signitic's assistance. Depending on the case, Signitic may offer configuration-related services.
2.2. Access
To access and use the Services, the Customer, including its Users, must have an Internet connection and a browser of its choice. Signitic recommends using the Software via the Google Chrome browser.
To use the Services, it is necessary to create an Account on the Site. The Customer declares and warrants that he/she has the necessary power and capacity to create an Account, to place an order, and to accept the Contract without reservation. The Customer undertakes (and is responsible for the proper observance by its Users) to maintain the confidentiality of its login and password for connecting to the Account. Signitic shall not be liable for the consequences of any disclosure, even accidental, of these means of authentication to a third party, except in the event of duly proven fault on its part. In the event of suspicion of any unauthorized use of the Account, the Customer shall immediately notify Signitic at: [email protected].
Any behavior and/or actions by the Customer, including its Users, likely to jeopardize the security and/or normal operation of the Services, as well as any proven suspicion of fraud, may result in Signitic suspending the Services ipso jure without prior notice or notification. Signitic also reserves the possibility of access to the Account in a supervisory mode by accredited personnel, in particular in the event of suspicious Account creation.
When creating an Account and using the Services, the Customer undertakes, in particular, to:
- Communicate accurate information when registering, during any order and throughout their commercial relationship with Signitic. In the event of an error or omission, whether intentional or unintentional, Signitic cannot be held responsible, in particular for billing errors, delays or lack of delivery/access. In the event of changes to the information provided, the Customer undertakes to inform Signitic without delay and to send any updates;
- Prior to any use of the Services, make a backup of its Content on one or more reliable media. The Customer undertakes to carry out any periodic back-ups during use of the Services on his or her own initiative and under his or her sole responsibility;
- Organize through the Administrator and under its sole responsibility the proper management, including access rights, of its Users.
2.3. Administrator
When using the Services, the Customer appoints one or more Administrators from among its Users, who are responsible for managing the Customer's account.
From the Account, the Administrator is responsible for setting up and configuring the Services, including connecting the Customer's e-mail data to the Service to enable the loading of User data.
The Administrator ensures that the Account information remains up-to-date, complete, accurate and truthful. The Customer, through the Administrator, is solely and exclusively responsible for the truthfulness of the information communicated and any disputes arising therefrom. The Customer is responsible for modifying the Administrator and User profiles, particularly in the event of the departure of one of its employees.
3. SERVICES
3.1. Description of Services
The main Service allows the Customer to manage Users' email signatures online and via an Internet browser. In particular, it enables you to :
- Automate the management of e-mail signatures via the Account created by the Customer;
- Create e-mail signatures;
- Insert communication banners below signatures;
- Apply a signature and banner in Users' email settings.
Signitic may also offer ancillary services such as the provision of an electronic business card service.
3.2. Subscription and duration. Access to the Software is subject to the subscription of a Subscription, consisting of a certain number of Licenses. The Subscription commences on the Validation Date for a maximum duration of 1 (one) year and is automatically renewed on its Expiry Date for successive periods of a maximum duration of 1 (one) year, unless terminated by either Party under the conditions of Article 6.
The Subscription may expire (hereinafter the “Expiry Date”) in one of two cases:
- At the end of one (1) year from the initial Subscription subscription date or the last due date; or
- when the Customer no longer has any Licenses before the anniversary date.
3.3. Delivery. The elements comprising the Subscription, in particular the Licenses and any options, are delivered on the day of receipt of full payment of the price by the Customer, unless otherwise agreed in writing between the Parties at the time of the order.
For any ancillary services, the delivery deadline will be agreed between the Parties. Any deliverable will only be definitively transmitted to the Customer on the day Signitic receives full payment of the price, unless otherwise agreed in writing between the Parties at the time of the order.
3.4. Assistance. Should the need arise, assistance is available by chat or e-mail([email protected]) during Signitic's business days and hours (Monday to Friday, 9 a.m. to 12 p.m. and 2 p.m. to 5 p.m., Paris time, excluding French public holidays), to advise and assist Users should any technical difficulties arise in connection with the Services. Except in the case of special conditions, Signitic gives no guarantee of intervention time or incident resolution in the context of assistance.
At the Customer's request, Signitic may offer training in the functionalities of the Service, under financial conditions to be determined.
3.5. Modification. Signitic reserves the right to modify its Services and to offer new ones, in particular as a result of changes in technology and/or legislation. Any modifications made will be brought to the attention of the Customer by any means. When modifications are likely to substantially degrade the Services in use, the Customer has 30 calendar days from the date of entry into force of the modifications to terminate the Services concerned, without charge, by sending notification by registered letter with acknowledgement of receipt. After this period, the Customer will be deemed to have accepted the modifications. However, where such modifications are required by legislation, regulation and/or administration, the Customer may not claim termination.
4. BETA TEST
When Signitic makes software, functionalities or any other component available in Beta version, the following stipulations come to apply:
Signitic may, at its sole discretion, offer any willing Customer the opportunity to test elements in Beta versions free of charge, in order to identify any possible malfunctions.
In this respect, the Customer undertakes: (i) to use the elements in Beta versions solely for testing and improvement purposes; (ii) not to allow anyone other than its Users to make use of them; (iii) not to divulge any information relating to the Beta versions. Such information is confidential and, as such, constitutes a trade secret; (iv) to provide Signitic, without any intent to harm, with any feedback or suggestions resulting from its use. All comments, ideas and more generally any feedback from the Customer, including the User, within the framework of the Beta versions will be the exclusive property of Signitic; (v) not to publish or make accessible by any means its comments to the public except with prior authorization from Signitic; (vi) to keep any complete backup of its system and data prior to the use of the Beta versions.
The terms of access and characteristics of Beta versions are freely defined by Signitic, which may modify them at any time. Signitic may temporarily or otherwise limit, suspend or interrupt access to and maintenance of Beta versions at any time and will inform the Customer by any means.
The Customer accepts that Beta versions may include known or unknown bugs and that data synchronized by the Customer, may be deleted, reset at any time and that depending on the case, Beta versions may damage the Customer's equipment. The Customer alone shall bear the consequences and risks of any nature whatsoever, of the use of the Beta versions by its Users.
In view of the warnings, by accessing the Beta versions, the Customer (and any User) is acting with full knowledge of the facts,
Signitic's sole obligation is to inform the Customer of the risks involved in using the Beta version.
5.ORDER - PRICES
5.1. Ordering. The Customer may place an order from the online store or from an order form issued by Signitic. The Customer acknowledges that he/she has taken cognizance of the characteristics, constraints, particularly technical, and functional limits of the Service and its specific features. The Customer acknowledges that he has verified the suitability of the Services for his needs and that he has received from Signitic all the information and advice he required to subscribe, with full knowledge of the facts.
After online validation of the order by the Customer or receipt of written acceptance of the order, a message confirming and validating the order is sent to the Customer's e-mail address. However, to prevent the risk of fraud, there may be a delay. Signitic does not store credit card or IBAN numbers directly. Signitic and its partner may carry out a number of checks that may require investigating the origin and content of a transaction.
Signitic may request additional information from the Customer. The latter undertakes to provide answers as soon as possible. Signitic also reserves the right to refuse an order from a Customer who has not fully or partially settled a previous order or with whom a payment dispute is in progress.
Orders are deemed firm upon Signitic's receipt of the Customer's order, subject to Signitic's confirmation by validating the order. Orders are no longer subject to modification or cancellation after this date, unless otherwise agreed in writing between the Parties. Only if the Customer meets the requirements of the French Consumer Code, the Customer has a cooling-off period of 15 clear days from the date of Signitic's confirmation that the order has been taken into account. However, if the Customer uses the Service(s) ordered before the end of the 15-day period, or in the case of an order for a domain name, the Customer loses the right to exercise the right of withdrawal in accordance with the French Consumer Code.
5.2. Prices. The applicable price is that in force on the day of invoicing. At the time of renewal, the price may be subject to automatic change according to the use of the Licenses during the last elapsed period. Unless otherwise agreed between the Parties, the price applied, which may not be lower than that of the previous period, will be based on the greater number of Licenses used between: (i) the annual average of Licenses used during the previous Subscription Period and (ii) the average of Licenses used during the last 3 months of said Period.
Example 1: If the Subscription began on January 1st with an annual commitment of 150 Licenses. The Customer uses 100 Licenses each month until October, i.e. a total of 1000 Licenses over 10 months. In November, the Customer increases the number of licenses used to 200, and in December to 300, then the renewal price will be calculated as follows:
- Annual Average (AA): ((100 x 10) + 200 + 300)/12 = 1500 / 12 = 125
- Last 3 months average (M3M): (100 + 200 + 300) / 3 = 200
As the Last 3 Month Average is higher than the Annual Average, the number of licenses used to determine the annual price applicable to Subscription renewal is based on the Average number of Licenses over the last three months, i.e. one price for 200 Licenses.
Example 2: If the Subscription started on January 1, with an annual commitment of 120 annual licenses, and an average use of 112 licenses each month by the Customer until December, i.e. 1344 Licenses in total over the Subscription period, then the renewal price calculation will be as follows:
- Annual average (MA): 112
- Commitment (E) : 120
As the Commitment is greater than the Annual Average, the number of licenses used to determine the annual price applicable to Subscription renewal is based on the number of Commitments, i.e. a price for 120 Licenses.
As the price is quoted exclusive of VAT, the applicable VAT must be added. Services are payable at the time of order, unless otherwise specified in writing at the time of order.
Payment is made directly online on the Site by communicating the credit card number (SSL secure mode), or any other payment method possible on the day the order is placed. The Customer undertakes to pay all sums invoiced for orders and guarantees Signitic that he/she has the necessary rights or authorizations to use the method of payment concerned. Late payment of more than 4 calendar days may result in suspension of access to the Services.
By providing his bank details, the Customer authorizes Signitic to debit his card or bank account for the amount relating to the Services. At each Due Date, the amount due for the Services will be debited automatically from the last known bank details, which the Customer expressly accepts. The Customer undertakes to ensure that his bank details remain valid to enable payment to be made on the due date. In the event of refusal to authorize payment by credit card or direct debit by the accredited organizations, or in the event of non-payment, Signitic reserves the right to suspend or cancel the order. In accordance with the French Monetary and Financial Code, the commitment to pay by card is irrevocable.
5.3 Invoicing. Invoices are available and can be downloaded from the Account. Any dispute concerning an invoice must be expressed by RAR letter or e-mail sent within fifteen (15) days from the date of the invoice (or pro forma invoice). In the absence of a dispute, under the aforementioned conditions, the Customer will be deemed to have accepted the invoice. In the event of late payment or total or partial non-payment by the Customer, a flat-rate indemnity for collection costs of 40 euros per invoice will be applied by operation of law, together with late payment penalties at a rate of interest equal to three (3) times the legal interest rate, payable on the day following the invoice due date. In the event that Signitic incurs higher collection costs, Signitic reserves the right to invoice the Customer for such costs; the amount due will then be determined on the basis of evidence provided by Signitic. No discount will be granted for early payment.
5.4. Modification. Signitic reserves the right to modify prices at any time. Any price modification applies to all new orders. However, when price changes are upward and are applicable to Services in use (excluding price changes as referred to in article 5.2.), the Customer will be informed in advance at least 30 calendar days before the new prices come into effect, by any means including notification within the Software or e-mail. Once this information has been received, the Customer will have a maximum of one month to terminate the Service(s) concerned free of charge, by registered letter with acknowledgement of receipt. Termination without charge is understood to mean that the Customer may request a refund of sums already paid on a pro rata basis for the remaining days of the Services thus terminated.
Beyond this point, the Customer will be deemed to have accepted the modifications. However, Signitic reserves the right to pass on, without prior notice, any new regulatory, administrative or fiscal tax or any increase in such taxes, without possibility of termination for the Customer, since Signitic has no control over such taxes.
6. TERMINATION
6.1. Principle. Either Party may deactivate the automatic renewal of the Subscription. In order for such deactivation to be taken into account at the end of the current Subscription period, the Party wishing to deactivate renewal shall send the other Party its decision to, by registered letter, to the registered office of the other Party, before the Customer has consumed more than 75% of the available Licenses, and no later than ninety (90) days from the Expiry date, the date of first presentation of the letter being taken as proof.
For Customers subject to payment by credit card or direct debit, deactivation of automatic Subscription renewal is available via the Administrator Account.
When the Customer or Signitic requests deactivation of Subscription renewal within the specified time, the Subscription continues until the end of the current period and is not renewed. Consequently, at the end of the Services concerned, the Customer and its Users lose the benefit of the Services concerned, as well as, where applicable, access to the Software.
In the event of partial or total non-use of the Services, no refund will be made or accepted.
6.2. Termination for Default. Except where the Contract provides otherwise, in the event of failure by a Party to comply with its obligations not remedied within a period of 15 days from either the sending of an e-mail to the defaulting Party notifying the breaches in question, or the sending of a registered letter, the Contract may be terminated ipso jure by the aggrieved Party, without prejudice to any damages and remaining sums due which may be claimed from the defaulting Party. Signitic may, however, terminate the Contract automatically, without prior notice, in the event of failure to comply with legislation and regulations, as well as in the event of behaviour and/or actions by the Customer likely to jeopardize the security and/or normal operation of the Services. Termination to the detriment of the Customer shall result in the immediate payment of all sums due.
6.3. Reversibility of Services. Upon expiration or termination of the Agreement, unless otherwise agreed with the Customer, all data used and/or exploited by the Customer in connection with the Services, including its Content and personal data, shall be destroyed within 30 calendar days, unless the law applicable to the Agreement requires its retention or the retention of such data is necessary for the defense of Signitic's rights. In all cases, the Customer must take the precaution of backing up all data, including Content, that it wishes to retain before terminating its access to the Services. Signitic's assistance is available to facilitate this backup by guiding the Customer, but does not perform any recovery or migration services for the Customer's data, unless otherwise agreed by the Parties and invoiced additionally.
At the same time, the Customer must uninstall, disconnect and/or remove any elements required to use the Services (in particular add-ins, APIs, etc.) on his own.
7. OBLIGATIONS OF THE PARTIES
7.1 Customer's obligations. Without prejudice to the other obligations set forth in the Agreement,
(a) The Customer (who shall be liable for compliance by its Users) shall be responsible for the performance of its obligations under the Agreement. As such, it undertakes in particular to use the Software and more generally the Services, in accordance with its intended purpose, to comply with the prescriptions given by Signitic in its documentation, as well as all advice and recommendations communicated by assistance.
The Customer is responsible for the elements, data, information, including Content, that it uses, generates, hosts, as part of the Services and more generally is responsible for its use of the Services. In this respect, the Customer represents and warrants to Signitic that it has the rights and/or all authorizations necessary for their use and communication within the framework of the Services.
(b) The Customer is also solely responsible for the use of third-party services, and in particular concerning the use of the messaging service. As Signitic is not a party to this contractual relationship, Signitic shall not be liable for any disputes with such third parties concerning, in particular, availability, warranties, representations and any other obligations whatsoever to which such third parties are bound.
(c) When using the Services, the Customer must comply with the legal and regulatory provisions applicable to it and not infringe the rights of third parties or public order. Failure to comply with laws and regulations may result in Signitic suspending the Services ipso jure without notice or prior notification. Signitic expressly prohibits the use of the Services for any illegal or illicit activity.
(d) The Customer undertakes to make a regular backup of the Content and any data, files, information to which Signitic may have access under the Contract.
(e) The Customer is prohibited from allowing any confusion to appear between itself. More generally, Signitic makes no contractual commitments to third parties. The Customer is solely responsible for any contractual relationships he may have with third parties (prospects, customers, partners, suppliers, employees, etc.). The Customer indemnifies Signitic against all claims, demands and actions by third parties against Signitic.
The Customer guarantees against any complaints, claims, actions and/or demands that Signitic may suffer as a result of the Customer's breach of its obligations, in particular (i) in the event of fraudulent use of the Services or non-compliance with laws and regulations and other applicable rules; (ii) in the event of infringement of the rights of third parties. In this respect, he/she undertakes to intervene and indemnify Signitic for any prejudice it may suffer and to pay Signitic all costs, expenses, including the reasonable fees of Signitic's advisers and/or condemnations, damages and interest, including by transactional agreement, that it may have to bear as a result.
7.2 Signitic's obligations
(a) Signitic undertakes to use its best efforts to deliver Services in accordance with the Agreement. In connection with the Services, Signitic shall perform its obligations diligently in accordance with the state of the art in use in its profession. Signitic is only bound by an obligation of means.
(b) Within the limits of the applicable legal rules, Signitic is subject to an obligation to advise and inform the Customer and, as such, provides the Customer with the related technical and commercial documentation. In this context, Signitic in no way guarantees that the Services meet the Customer's specifications or specific needs. Except as otherwise provided in the Agreement, Signitic makes no express or implied warranties with respect to the Services. Signitic does not warrant that the Software and its Applications are capable of meeting performance requirements and/or that they will operate without discontinuities or bugs.
(c) Signitic undertakes to comply with all applicable laws and regulations to which it is subject in connection with its activities, and not to infringe the rights of third parties or public order. Signitic employs and remunerates its staff in accordance with its tax and social security obligations. Signitic's employees remain under the exclusive hierarchical authority of Signitic, which assumes all its obligations and rights as an employer. Signitic is not required to assume the Customer's legal and administrative obligations, including those relating to the Services provided under the Agreement. It is therefore the Customer's responsibility to ensure compliance with the laws and regulations concerning it, without being able to seek Signitic's liability.
(d) Signitic exclusively performs corrective and evolutionary maintenance of the Software. It is therefore forbidden to intervene in the Software or to have a third party intervene. Signitic may at any time modify, add to or delete functions of the Software insofar as this does not substantially harm the purpose of the Software. Updates to the Software are made automatically, without any intervention by the Customer. The Customer renounces any prior version of the Software. The Contract does not give the Customer any right to demand evolutionary updates, new versions brought to the Software.
(e) Signitic shall use its best efforts to maintain the permanence, quality and continuity of the Services. Nevertheless, for maintenance reasons or for any other reason beyond Signitic's control, it is possible that the Services, including Software functionalities, may be temporarily interrupted. Insofar as possible, the Customer will be informed of such interruptions by any means. Except in the case of Special Conditions, Signitic does not give any guarantee as to the time required for intervention and fault resolution in the context of corrective maintenance.
8. INTELLECTUAL AND INDUSTRIAL PROPERTY
8.1. Retention of Customer's rights. The Customer retains ownership and full intellectual and industrial property rights and any other property on its Content. This may include, in particular, its text content, its images, the name and logo of its company, its brands and, more generally, any other property right belonging to it or for which it holds authorization.
authorization.
8.2. Retention of Signitic's rights and Customer's rights of use. The Software, the Site, as well as their contents (excluding the Content) in particular, the images, sounds, texts or other information, templates, models available within the Services, and any other technology made available as part of the Services, as well as the documentation, names, logos, slogans, used by Signitic, are the exclusive property of Signitic or its possible licensors. Signitic and its licensors, if any, retain ownership and all property rights attached thereto, including intellectual and industrial property rights, including designs and models, copyright, patents, trademarks and more generally any other property right. For the duration of the evaluation period and for the duration of the relevant Subscription,
Signitic grants the Customer and its Users a single, non-exclusive and non-transferable right to use the Software and Services. The Customer is prohibited from disseminating, assigning, renting, sublicensing, giving or distributing all or part of the Software to a third party in any way whatsoever. This right of use does not include the right to collect or use information contained on the Site or via the Services for purposes prohibited by Signitic, to compete with Signitic, to create derivative works based on any results obtained with the Services. It is forbidden to translate, adapt, assemble, disassemble, compile, decompile, arrange or modify the Software and/or any of its components, to export it, to merge it with other software, except as provided for by French law. It is forbidden to use any equipment, device, software or other means to circumvent or remove any restrictions on use or to activate functionalities. Any use of the Software and Services contrary to their intended purpose (for which they were designed) is strictly prohibited. The Customer undertakes to respect the proprietary notices appearing on the Software, in particular on the media, images, models or documentation, and more generally on any technology made available. This is particularly the case for certain content such as images, which may be subject to third-party conditions (licenses) that the Customer undertakes to respect. In particular, the Customer agrees not to publish, retransmit, reproduce or make any other use of the images, templates or models other than for the purpose of using the Software. In this regard, it is forbidden to retrieve images/photos, including models, templates, provided by Signitic as part of the Services, in order to save them as raw files, on any medium whatsoever.
9. CONFIDENTIALITY
As part of the Services, the Parties may be required to communicate Confidential Information to each other. However, the following are not considered as Confidential Information: (i) the commercial references of each of the Parties concerned by Article 13; (ii) as well as information :
- which has entered the public domain prior to the date of disclosure or communication or which will enter the public domain after its communication and/or disclosure through no fault of the disclosing Party;
- which can be shown to have been already known to the Party prior to their transmission;
- which will have been lawfully received from a third party, without breach of the Contract.
Subject to the following, each of the Parties undertakes to maintain the confidentiality of all or part of the Confidential Information received. It being specified that the Customer accepts that Signitic may use anonymized Service usage data, for the purpose of producing statistics, which may be communicated to third parties.
Nevertheless, each of the Parties is authorized to disclose any Confidential Information in the following cases: (i) for the purposes of performing the Contract, in particular to their personnel (as well as the personnel of its Group companies, where applicable), subcontractors, stakeholders, within the scope of their respective authorizations; (ii) in application of a legal or regulatory provision; (iii) to respond to requests for communications from judicial and/or administrative authorities; and/or (iv) to protect their rights and/or property or any other third party; (v) in the event of prior written agreement or request from the other Party.
The Parties undertake to protect Confidential Information by appropriate measures and treated with a degree of care at least equivalent to that applied to their own Confidential Information.
This obligation of confidentiality shall apply for the duration of the Contract and shall continue for a period of two (2) years from the termination of the Contract for any reason whatsoever.
10. PERSONAL DATA
In the context of the Contract, personal data may be collected, processed, stored and used, in particular identification data and professional contact details. The Parties undertake to comply with the regulations in force applicable to the processing of personal data, in particular the RGPD, as well as any other regulations applicable in this area that may be added to or replaced at a later date, which apply to them in their capacity as:
- Independent data controllers for processing relating to the personal data of the other Party's employees and Users for the purposes of managing their commercial relationship with each other;
- Independent data controller for the Customer insofar as it determines the purposes and means of the processing described in the DPA ;
- Subcontractor for Signitic insofar as it carries out, on behalf of the Customer and in accordance with its documented instructions, the processing described in the DPA. In this case, the Parties agree to comply with the DPA, an appendix to the General Terms of Service forming an integral part of the Contract.
Within the scope of their respective independent responsibility, each Party informs the other Party that processing of personal data relating to its Users, employees, may be implemented by the other Party. Signitic informs the Customer by means of its Personal Data Protection Policy, available on its Website.
Each Party's employees and Users have the right to access, rectify and delete data, as well as the right to limit processing. A right of opposition may be exercised at any time, for reasons relating to the particular situation of the data subject, subject to legitimate and compelling reasons requiring the continuation of processing by the Data Controller concerned. With regard to processing carried out by Signitic, these rights may be exercised by post to Signitic's head office address or by e-mail: [email protected]
11. LIABILITY
11.1. Principle. Without prejudice to the following, each of the Parties assumes responsibility for the consequences resulting from its own act and having the effect of causing damage to the other Party. The Party whose breach of its obligations causes damage to the other Party shall, however, only be liable for direct and foreseeable damage linked to the breach and proven by the other Party. Accordingly, neither Party may be held liable for indirect damages suffered by the other Party, or by any third party in connection with it, and in particular damages resulting from loss of profits, loss of opportunity, operating loss, loss of earnings, deprivation of use, the cost of obtaining a substitute product, service or technology.
11.2 Exclusions and limitation. In this context, the Parties agree that Signitic shall in no event be liable, in particular:
(a) in the event of damages resulting from the Customer's failure to comply with the Agreement;
(b) in the event of non-compliance by the Customer with the prerequisites necessary for the Services;
(c) in the event of damage resulting partly or wholly from non-conforming, malicious and/or abnormal use by the Customer (including User) of the Services, including through negligence, errors, failure and/or non-compliance with advice and recommendations given ;
(d) in the event of unsuitability of the Services for the Customer's needs, despite Signitic's performance of its advisory obligation;
(e) in the event of damage arising from fraudulent intrusion or maintenance by a third party in the system, or from the illicit extraction of data, despite the implementation of security measures in accordance with current technical data, Signitic bearing only an obligation of means with regard to known security techniques ;
(f) in the event of damage resulting from security incidents linked to the use of the Internet, in particular in the event of loss, alteration, destruction, disclosure or unauthorized access to Customer data or information on or from the Internet network;
(g) in the event of damage related to loss or deterioration of the Content and any data, files, information to which Signitic may have access under the Contract, insofar as the Customer retains responsibility for the proper performance of its backups ;
(h) in the event of damage not resulting exclusively and directly from Signitic's failure, in particular the failure including by action, omission, negligence of any third party (excluding Signitic's subcontractor): internet access providers, messaging service provider, etc... ;
(i) in the event of suspension of Services in the cases provided for in the Contract;
(j) in the event of modifications to the Services under the conditions provided for in the Contract;
(k) in the event of force majeure as per Article 12.
In any event, except in the event of personal injury, fraud or gross negligence established by a decision of a competent court and not subject to appeal, Signitic's pecuniary liability will be limited to the amount of the sums actually paid by the Customer to Signitic during the 12 months preceding the event giving rise to the damage, all causes of
damage.
11.3 Insurance. Each of the Parties declares that it is insured, in particular for professional civil liability, with a notoriously solvent company and keeps any insurance policy up to date, to cover, without prejudice to the above stipulations, damage caused to the other Party as a result of the performance or non-performance of the Contract. Each Party undertakes to provide the other Party, on first request, with the relevant supporting documents.
12. FORCE MAJEURE
Each of the Parties shall not be held liable for the absence or delay in the performance of all or part of their obligations due to an event of force majeure, if the latter meets the legal and case law conditions required to qualify as force majeure under French law.
In addition, by express agreement, events of interruption, breakdown or sabotage of means of communication, pandemic, fire, flood, exceptional bad weather, damage, riots, war, total or partial strike may be held to constitute force majeure.
Force majeure suspends the obligations of each of the Parties for the duration of its existence. However, if the case of force majeure lasts longer than thirty (30) consecutive days, it will entitle Signitic or the Customer to terminate the services ipso jure eight (8) days after sending a registered letter with acknowledgement of receipt notifying this decision.
13. ADVERTISING
Signitic is authorized to mention the Customer's company name and corresponding logos as a commercial reference, as well as, where applicable, the services performed on behalf of the Customer for the purposes of illustration or presentation of Signitic's achievements on any communication medium. These mentions are granted free of charge and shall not be subject to any compensation or remuneration whatsoever. The Customer may terminate this authorization at any time by written request to [email protected].
14. ASSIGNMENT - SUBCONTRACTING
14.1 Assignment. Signitic may freely transfer the Contract and the rights and obligations arising therefrom to a third party. In the event of such transfer, the Customer hereby agrees that Signitic shall be released from all obligations arising from the performance of the Contract. Any transfer of an Account is prohibited without the express prior consent of Signitic. The following are not considered transfers of an Account: (i) changes in the Customer's shareholding, holdings or control; (ii) operations such as mergers, takeovers, sales of business assets, sales of activities and other operations involving a transfer of the Customer's assets. If the Customer carries out any of the above transactions, it shall inform Signitic as soon as possible.
14.2 Subcontracting. Within the scope of its activities, subject to the provisions set forth within the DPA, Signitic may freely have recourse to subcontractors. In such case, Signitic shall remain the sole interlocutor and solely liable to the Customer under the conditions and subject to the reservations set forth in the Agreement.
15. GENERAL
15.1 Independence of the Parties. The Parties expressly declare that they are and will remain independent business and professional partners. As such, neither Party is authorized to make any commitment in the name and/or on behalf of the other Party.
15.2 Evidence. The computerized registers kept in the computer systems (in particular logs, order forms, online validation, License statements, etc.) of Signitic or its partners under reasonable security conditions, will be considered as proof of communications, consumption, orders and payments between the Parties.
15.3 Severability. In the event that any clause of the Agreement, is declared invalid or unenforceable, said clause shall be severed, and the remaining portions of the Agreement shall remain in full force and effect.
15.4 Tolerances. Any tolerance or waiver by either Party to assert any right whatsoever, shall not constitute a modification of the Contract, nor generate a waiver of any right whatsoever for the future.
15.5 Securities. The titles appearing in the Contract are for convenience only. In the event of any contradiction between the title and the body of an Article, the body of the Article shall prevail.
15.6 Translation. In the event of any discrepancy in interpretation between the language versions, the French version of the Agreement shall prevail.
16. APPLICABLE LAW - JURISDICTION
The Contract is subject to French law. Failing amicable agreement, all disputes relating to the validity, interpretation, performance or termination of the Contract which may arise shall be subject to the exclusive jurisdiction of the competent courts within the jurisdiction of the Douai Court of Appeal, even in the event of incidental claims, warranty actions or multiple defendants.
17. DEFINITIONS
Subscription: means the right to access and use the Services in return for payment of a defined sum.
Administrator: means the User(s) designated by the Customer to operate the Software's functionalities in accordance with the Customer's needs, whose e-mail address and identity are provided when the Account is opened (via a login and password).
CP or Special Conditions: means a written agreement negotiated and signed between the Parties;
Customer : Refers to any individual or legal entity that subscribes to Signitic's Services, whether free of charge or in return for payment;
Account: refers to the single interface enabling the Customer, via his Administrator, to automate the management of e-mail signatures;
Content: refers to any element (images, text content, etc.) that the Customer, including the User, inserts or causes to be inserted in the Software and, more generally, in the context of the Services.
DPA: refers to the Personal Data Processing Agreement, an appendix to the GTS;
Confidential Information: means any non-public information of any kind whatsoever, in any form whatsoever, whether or not stated to be confidential, exchanged between the Parties in any manner whatsoever, in particular any information of a technical, commercial, marketing or financial nature, algorithms, internal documents, etc., which is not publicly available.
License: means the right to an e-mail signature of a designated User, updated automatically via the Service.
Software: means the Signitic software published by Signitic enabling access to the Services;
RGPD: means Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 applicable since May 25, 2018 ;
User: refers to any person under the Customer's responsibility (employees, subcontractors or more broadly any person accessing the Services on behalf of or thanks to the Customer) and benefiting from the Services ;
Signitic: refers to Signitic, a simplified joint-stock company located at 3 Avenue Antoine Pinay, Parc d'activité des 4 vents in Hem (59510) - RCS Lille Métropole 900 837 667;
Service(s): means the services provided by Signitic in connection with access to and use of the Software, and any associated services, pursuant to the Agreement;
Site: refers to the www.signitic.com website and its related sub-domains, in particular the signitic.app, signitic.fr, signitic.io, signitic.email and signitic.cards sub-domains.
