The purpose of these general terms and conditions of services (the “Terms and Conditions”) is to define the terms and conditions under which the Service Provider delivers the Services to the Client.
« Client»means the natural person, adult and capable, or the legally registered legal person who creates an account on the Site in order to access the Services.
« Client Account» means the account created by the Client to access the Site and the Services.
« Terms and Conditions»means these Terms and Conditions of service and the Appendices attached thereto.
« Contract» means the contract concluded between the Service Provider and the Client for the provision of the Site and the Services.
« Quote» means the Partner's offer to the Client relating to the performance of one or more Tasks in accordance with the expression of the Client's needs or request.
« Client Data»means any information, document, content, file, personal or non-personal data belonging to the Client and provided or made accessible to the Service Provider in the context of the performance of the Services.
« Host» means the company SCALEWAY, SAS with a capital of 214,410.50 euros, having its registered office at 8 rue de la Ville l'Évêque, 75008 PARIS, registered with the Paris Trade and Companies Register under number 433 115 904.
« Partner» means the professional chosen by the Client to carry out the Tasks assigned to it by the Client on the Platform.
« Parties» means individually or collectively the Service Provider and the Client.
« Service Provider»means the company 8 ORBIT, SAS with a capital of 1,516.30 euros, having its registered office at 288 rue de Vaugirard, 75015, Paris, registered with the Paris Trade and Companies Register under number 878 893 189.
« Additional Service» means any additional service necessary to perform the Task but not provided for in the Quote accepted by the Client.
« Price» means the financial consideration due by the Client to the Service Provider for the performance of the Services and the terms of which are defined on the Site and in the Terms and Conditions.
« Applicable Regulations»means all laws, regulations, directives, decrees, orders, standards, recommendations or recommendations emanating from France or the European Union, or codes, best practices, guidelines, customs or recommendations of professionals in the sector of activity, which would be applicable in the context of the performance of the Contract, as well as in particular the Data Protection Act of 6 January 1978, the European General Regulation 2016/679 on the Protection of Personal Data, the Civil Code, the Labor Code, and any standard or decision of justice or administrative authority taken for their application.
« Service(s)»means the services provided by the Service Provider for the performance of the Contract.
« Site»means this website accessible via: https://myr.ai/
« Task» means the tasks relating to the management of the Client's business premises assigned to Partners and which it wishes to manage from the Platform.
The Client declares and guarantees that he has read the Service before subscribing to the Service.
Access to and use of the Site are subject to consultation and prior and unreserved acceptance of the Terms and Conditions by the Client by ticking the box “by ticking this box, I accept the Terms and Conditions of service”.
In case of manifest contradiction between the stipulations of the Site and the Terms and Conditions, the stipulations of the Site will prevail.
5.MODIFICATION OF THE TERMS & CONDITIONS
The Terms and Conditions may be modified unilaterally at any time by the Service Provider, subject to one (1) month's notice allowing, in the event of disagreement, the Client to terminate the Service during this notice.
6.DESCRIPTION OF SERVICES
The Service allows the Client to benefit from a SaaS solution combining a Task management platform relating to the management of the Client’s business premises, and in particular maintenance and cleaning, repair or other tasks, and a marketplace of purchase and rental of equipment and consumables.
In particular, the Service allows the Client to access several features on the Platform:
> Perform a 3D Scan of business premises;
> Add and follow the Tasks related to the management of its professional premises;
> Add and/or be put in contact with Partners who will carry out the Tasks;
> Create and track checklists of Tasks to be completed by Partners;
> Create and follow an automated call for tenders notified to all Partners corresponding to the criteria sought by the Client and select the most suitable Partner quote;
> Create a personalized and/or shared calendar with the chosen Partners;
> Communicate with Partners via a private interface;
> Access the marketplace and make purchases and/or rentals of equipment and/or purchases of consumables.
Access to features depends on the subscription plan to which the Client has subscribed.
6.1 Entering into a relationship with a Partner
The Client may offer Partners with whom it is already in a contractual relationship for the management of its business premises to create an account on the Platform in order to benefit from the Services of the Platform and centralize all of its Partners on the Platform.
In the event that the Client does not have a Partner, or wishes to enter into a relationship with new Partners, he can use the “automated call for tenders” function on the Platform.
He is invited to fill in the information relating to his needs, the type of Task, his budget, and if necessary any document or additional information necessary for the establishment of a Quote in adequacy with his needs, and in particular a specification .
The call for tenders is notified to all the Partners registered on the Platform in the Client's geographical area, and are invited to read the offer and, if necessary, to propose a quote to the Client.
The Client may also propose to external partners to submit a quote by registering on the Platform.
The Client is solely responsible for the quote he chooses to validate and the Partner with whom he wishes to contract. It may rely on statistics, provided by the Platform purely and exclusively for information, relating to the completion of checklists for other Clients by Partners who have submitted an estimate. The Service Provider has no responsibility with regard to the choice of the quote, the Partner, or the statistics established by the Platform.
When validating a Partner's quote, the Client is invited to pay for the Quote in accordance with the financial conditions provided for on the Site and in the General Terms and Conditions.
After validation and payment of the quote, the Client and the Partner are put in contact on the Platform. The Client can use private communication tools, share his calendar with the Partner, and monitor the progress of the checklist.
The Client acknowledges and accepts that insofar as the Service Provider acts as an intermediary between the Client and the Partner, he may have access to communications between the Client and the Partner on the Platform, in particular in the event of a complaint from the Client and/or or the Partner, and in the context of attempts to amicably resolve disputes between the Client and the Partner.
When the Quote is accepted by the Client, the Partner and the Client are put in touch on the Site, the Partner will be deemed to have declared and guaranteed to have all the qualifications and experience required and to be available on the date scheduled to carry out the Task according to the rules of the art.
The execution of the Task by the Partner at the Client's premises must be carried out in accordance with the Quote, the Client's specifications, the Applicable Regulations, and the Terms and Conditions.
The Partner must notify the start and end of the Task to the Client via the Site. The duration of the Task calculated accordingly will make it possible to evaluate the Price of the Task, if applicable.
At the end of the Task, the Partner must complete the checklist provided on the Site by the Service Provider, add photographs if necessary, submit it for signature to the Client who may enter his reservations therein.
If the Task provided for in the Quote does not correspond to that to be carried out to process, according to the rules of the art, efficiently and in a secure manner the Client's needs, an Additional Service will be required and invoiced in addition on the basis of a Quote.
The Partner must spontaneously inform the Client and submit a Quote on the Site.
In the event of refusal of the Quote by the Client, it will be up to the Partner to determine whether, without carrying out the Additional Service, the Task initially planned still has a real usefulness or not for processing the Client's needs.
In any case, if the Client refuses the Quote, he definitively renounces to seek the responsibility of the Partner and/or the Service Provider because of the Task or the Additional Service which would not have been carried out, the Client being solely responsible whether or not to accept the Quote.
10.DIFFICULTIES WHILE PERFORMING THE TASK
11.RIGHT TO USE THE SERVICES
Subject to compliance with the Terms and Conditions, the Service Provider grants the Client a right to use the Site. This right of use is limited, non-exclusive, strictly personal, non-transferable, non-assignable and cannot be sublicensed, and allows the Client to access and use the Site, only to the extent of this which is authorized hereby.
Consequently, any other use of the Service by the Client is strictly prohibited. As such, the Client is prohibited in particular from any concession of rights to the Service, any assignment, dissemination, distribution, rental, direct or indirect provision of the Service for the benefit of a third party, free of charge or against payment.
The Client is also prohibited from making any temporary or permanent reproduction of the Service by any means whatsoever, as well as any translation, adaptation, arrangement, decompilation, or modification of the Service, in particular with a view to creating a similar service.
12.ACCESS TO SERVICES
The Client must have an Internet connection with an appropriate speed to access the Service optimally. Unless otherwise stipulated, access to the Service is possible 24 hours a day, 7 days a week.
The Client ensures, before accessing the Site, that his information system is up to date with the latest versions of his operating system and software, or failing that, that he is equipped with an operating system allowing the Site to function properly. He undertakes to update and maintain it regularly.
The Client assumes full and exclusive responsibility for the protection of the equipment allowing him to access the Service and ensuring the preservation of his data against any attack (in particular anti-virus software, firewall, security updates of the operation and web browser etc.).
> Access to the Service may be automatically suspended by the Service Provider in the following cases:
> Corrective or evolutionary maintenance of the Site;
Any failure of the Host or the Internet service provider;
> Attempted attack or attack on the security of the Site;
> Use of the Site by any Client, any Partner or any third > party likely to generate a risk for the security, supply or access to the Site;
> Force majeure event;
> Express request from any administrative, judicial, governmental authority or any person having authority under the Applicable Regulations.
If necessary, the Service Provider will make its best efforts to restore the Service as quickly as possible taking into account the cause of the suspension.
In the event of an emergency or of absolute necessity, the Service Provider may suspend the Service without delay and without notice; the Client may be informed a posteriori of this suspension and of the foreseeable period for restoring the Service.
The Client acknowledges and accepts that the suspension of the Service, under the conditions of this article, does not entail any right to compensation.
Access to the Site is reserved for Clients whose business premises are located in a country from which the Site is available and the internet and/or mobile internet network allows access to the Site.
The Client creates a Client Account on the “Client Area” page of the Site which requires the mandatory communication of the following information:
> Company information: Company name;
> Contact details: surname, first name, email address, telephone number;
> Username: email address, password.
The Client receives a Client Account creation confirmation email, which contains a hypertext link on which he must click to confirm the creation of his Client Account by logging in with the identifiers he has chosen.
The logins and passwords for connecting to the Client Account are strictly personal and confidential, under the sole responsibility of the Client, who ensures that they are not communicated to any third party.
Any access to the Client Account is deemed to be made by the Client. He is thus solely responsible for the transactions carried out on his Client Account.
In the event of loss and/or theft of the username or password, the Client is the only one who can request the reset of the password via the appropriate form on the login page of the Site.
The Client may also change his password at any time on the Platform.
From his Client Account, the Client may create for the benefit of his employees, employees, subcontractors or any other third party user accounts which will have full access to the Platform and its functionalities, depending on the offer of subscription chosen by the Client.
The Platform allows the Client to access a marketplace offering for sale and rental:
14.1.1 Order Process
The Client selects the equipment and/or consumables he wishes to add to his basket, and completes the order form.
The Client ensures the adequacy of the equipment and/or consumables with his needs and checks the elements of his order.
The Client chooses the type of purchase he wishes to make: a simple one-time purchase, or a recurring purchase whose delivery frequency is defined on the Site.
He is then invited to validate his order and accept the Terms and Conditions, and follow the payment instructions via the payment provider GoCardless.
The Order is validated by the payment of the price and triggers the delivery times.
14.1.2 Delivery terms
Delivery will take place at the address indicated by the Client when ordering and will be carried out by an external carrier.
Delivery prices may vary taking into account the destination address of the products and, if necessary, taking into account the carrier chosen by the Client.
Delivery times may vary depending on the destination address and, where applicable, taking into account the carrier chosen by the Client. The delivery times displayed on the Site are mentioned for information only, the Service Provider cannot be responsible for any delay in delivery once the carrier has taken charge of the order.
14.1.3 Retention of title
The transfer of ownership of the Service Provider's products to the Client will only be carried out after full payment of the price by the latter, regardless of the date of delivery of the products. The Client may not transfer products which he does not yet fully own.
Whatever the date of the transfer of ownership of the product, the transfer of the risks of loss and deterioration relating thereto will only be realized when the Client takes physical possession of the products.
The legal guarantee against hidden defects is provided for in article 1641 of the Civil Code reproduced below.
As part of the implementation of this guarantee, the Client has the option of returning the product at the Service Provider's expense to reimburse the Price, or keeping the product and requesting a reduction in the Price paid on occasion. of the original transaction.
Article 1641 of the civil code:
« The seller is bound by the guarantee on account of the hidden defects of the thing sold which render it unfit for the use for which it is intended, or which so diminish this use that the buyer would not have acquired it, or does not would have given a lesser price, if he had known them. »
Article 1648 para. 1 of the civil code:
« The action resulting from redhibitory defects must be brought by the purchaser within two years from the discovery of the defect. »
The Client undertakes to contact the Service Provider to inform him of the reasons for the return and, if necessary, attach all useful supporting documents.
Prior to the refund or replacement of the Product, the Service Provider will carry out a check as to the advisability of this return (in particular if the request is justified and if it was made within the legal deadlines).
The contact address is as follows : firstname.lastname@example.org
The Client selects on the marketplace the equipment he wishes to lease.
The Service Provider draws up an estimate detailing the equipment leased, the leasing period, the price and the terms of payment if these derogate from the financial conditions of the Terms and Conditions, as well as, where applicable, the amount of the guarantee paid by the Client. .
Throughout the duration of the rental, the Client is subject to a custody obligation under which the Client undertakes not to sublease or transfer the equipment, to use the equipment in accordance with its destination and the precautions given by the manufacturer and/or the Service Provider and to pay the price in accordance with the terms of the estimate.
Throughout the leasing period, the Service Provider guarantees the Client peaceful enjoyment of the equipment, and guarantees the Client against any defect and defect that falls within the scope of the manufacturer's warranty.
Any other defect or defect, resulting in particular from the lack of maintenance incumbent on the Client or from the use made of it by the Client, will remain the responsibility of the Client. The Service Provider will carry out or have carried out any necessary repairs and will invoice the Client accordingly.
Throughout the duration of the repair of the defective equipment, the Service Provider may offer the Client replacement equipment equivalent to the equipment leased by the Client.
At the end of the leasing period, the Client undertakes to return the equipment to the Service Provider within the period set by the estimate and failing this within 10 calendar days following the end of the leasing period.
The Client undertakes to return the equipment in the same condition as that in which the equipment was when he received it, and failing this, the Service Provider may claim payment of all sums necessary for the restoration of the property and/or deduct them from the amount paid in guarantee by the Client.
After the return of the equipment by the Client, the Service Provider shall return the sums paid as guarantee within thirty (30) working days following the return, subject to the sums deducted for the restoration of the equipment.
14.3 Configuration and installation of IoT equipment
Regarding the sale or lease of IoT equipment, the Service Provider will be responsible for the installation and configuration of the IoT equipment and in particular its interconnection with the Platform, so that the Client can manage his IoT equipment directly from the Platform, subject to the functionalities of the IoT equipment and subject for the Client to having subscribed to the corresponding subscription offer.
The Contract is concluded for a firm commitment period determined in the Quote, and is tacitly renewed for periods of the same duration, subject to its termination by one or other of the Parties, respecting a fixed notice period. In the Quote, by registered mail with acknowledgment of receipt.
In the absence of a notice period fixed in the Quote, the termination of the Contract by one or other of the Parties must respect a notice period of one (1) month before the expiry of the Contract, by registered mail with acknowledgment reception.
16.1 Payment of the Service Provider
In return for the Services, the Client pays the Price in accordance with the subscription offer he chose when registering on the Site.
The Price depends on the subscription offer chosen by the Client and the surface area of ​​the Client's business premises and/or the number of sites concerned.
The Price is payable via the GoCardless payment provider, by monthly direct debit at the beginning of the month.
The Client acknowledges and accepts that any payment made for the benefit of the Service Provider is non-refundable. No partial refund or credit can be made for periods of partial use of the Services and/or in the event of non-use of certain features included in the subscription offer.
Any delay or failure to pay all or part of the Price may result in the suspension of access to the Service and/or the automatic termination of the Contract at the initiative of the Service Provider upon simple notification.
16.2 Payment of Partners
In return for the Tasks carried out by the Partner at the Client's request, the Client pays the price set by the Partner's estimate accepted by the Client.
The price is payable in full upon validation of the quote on the Platform via the payment provider GoCardless.
Any delay or failure to meet a due date for payment of all or part of an invoice due to a Partner may result in the suspension of access to the Service and/or the automatic termination of the Contract at the initiative of the Service Provider on simple notification, without prejudice to any compensation that may be due to the Partner.
In the event that the Client is dissatisfied with the services of a Partner, he may ask the Service Provider for a credit note corresponding to the amount paid to the Partner for the Task with which he is not satisfied. The Service Provider may decide at its discretion to grant the Client a credit note and may condition its granting on the demonstration, by any means, of non-compliance with the checklists, specifications or any other instructions of the Client by the Partner.
The price of equipment and consumables offered for sale and rental is indicated on the Site.
If VAT is applicable, the price displayed will include VAT.
The price of equipment and consumables may be modified unilaterally by the Service Provider. The price to be paid by the Client is that displayed on the Site when ordering.
In the case of a simple purchase, the price is payable in full upon validation of the order via the payment provider GoCardless.
The Client may also choose to purchase consumables in the form of a subscription, the frequency of which is defined on the Site. The price is payable in advance, monthly by direct debit.
In the case of equipment rental, the price is payable in advance monthly by direct debit.
Any delay or failure to pay all or part of the subscription or rental price may result in the suspension of access to the Service and/or the automatic termination of the Contract at the initiative of the Service Provider on simple notification.
17.GENERAL OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider is subject to a general obligation of means relating to the accessibility of the Services and their use by the Client, and more generally for all the obligations resulting from the Contract.
> The Service Provider undertakes in particular to:
Deliver the Services diligently and according to the rules of the art;
> To make every effort, within a reasonable limit, to remedy any malfunction brought to its attention;
> Personally execute the Contract, with the discretionary option to subcontract part of its obligations, at its own risk and under its exclusive responsibility with regard to the Client and third parties. The Service Provider undertakes in particular to ensure that its possible subcontractors implement equivalent or identical security measures, in particular concerning Client Data.
Subject to the foregoing, the Client acknowledges and accepts that the Service Provider does not commit to any of the following cases:
> The match between the expressed needs of the Client and the qualities and skills of the selection of Partners presented to the Client and of the Partner chosen by the Client;
> The adequacy between the statistics provided for information only on the Platform thanks to the scoring tool and the final choice of the Client;
> The quality, effectiveness, and adequacy of the Partner to the specifications, criteria and requirements of the Client.
More generally, the Service Provider does not undertake any aspect relating to the Tasks and the relationship between the Client and the Partner, it undertakes strictly and exclusively on the sole connection of the Client with the Partner.
In the event of a dispute between the Client and the Partner, the Service Provider undertakes to intervene to try to resolve the dispute amicably. The Client acknowledges and accepts that in no case the Service Provider can be held responsible in the event of failure of the attempt to resolve the dispute amicably.
18.GENERAL CLIENT OBLIGATIONS
The Client undertakes to perform the Contract and use the Services in strict compliance with the Applicable Regulations and these Terms and Conditions.
The Client, in particular, undertakes to:
> To pay the Price in accordance with the Financial Conditions;
> To provide accurate, sincere and current information, particularly concerning its needs, and more generally concerning any information necessary for the performance of the Services;
> To provide accurate, sincere and current information, particularly concerning access to its professional premises (in particular the address, access codes) necessary for the proper execution and smooth running of the Tasks by the Partner;
> To comply with all Applicable Regulations in the performance of the Services and in its relations with its Partners, including the employees, employees, subcontractors or any other affiliate of a Partner.
The Client, in particular, is prohibited from:
> Use the Site and the Services for purposes contrary to the Applicable Regulations;
> Download, reproduce, record, capture and/or copy, by any process or means, the content of the Site and the Services;
> Upload, send, transmit, in any way, any illegal or infringing content, any advertising, any unsolicited and unauthorized promotional material, as well as any computer virus, code, file or program designed to interrupt, destroy or limit the functionality of the Site and Services or servers, networks or networks connected to the Services;
> Obstruct or disrupt the Site, Services, servers, networks connected to the Services, or refuse to comply with any requirements, procedures, general rules or regulations applicable to networks connected to the Services;
> Attempt to mislead the Partners, by usurping the name or corporate name of other people, and more particularly by posing as an employee or affiliate of the Service Provider and/or by usurping or providing false information concerning its identity, skills, or any other formality necessary for the performance of the Services and Tasks.
The Client undertakes to take out and maintain in force a personal civil liability insurance policy, covering it for any damage it may cause to third parties, by its own doing during the performance of the Tasks by the Partner on the premises. Client's professionals, as well as any insurance policy covering damage caused to third parties occurring on its business premises.
The use of the Site and the Services involves the processing of personal data.
21.1 Intellectual property of the Service Provider
The Service Provider declares that he is the sole and exclusive owner of all intellectual property rights relating to the Services and the Platform, including but not limited to inventions, patents, trademarks, designs and models, logos, know-how , databases and copyrights.
The Service Provider declares and guarantees that the Service does not infringe the Client's rights or the rights of third parties (including intellectual property rights relating in particular to copyright, trademark, invention, patent, program computer, design or model). The Service Provider guarantees the Client the peaceful enjoyment of the Services against any disturbances, claims or evictions whatsoever, in law or in fact, including his personal act.
In order for this guarantee to be validly implemented by the Client, it will be his responsibility to notify the Service Provider, as soon as possible and in writing, of the complaint, lawsuit, demand, action for infringement or declaration or formal notice preceding this action, based on an intellectual property or other right to which the use of the Service would have caused damage, so that the Service Provider can intervene as guarantor in the context of the instance or before any procedure. The Client must also cooperate loyally with the Service Provider in the context of the defense of its interests and those of the Service Provider by providing in particular all the elements, information and assistance necessary to carry out such a defense which will remain managed by the Service Provider (guarantor in last resort).
If necessary, the Service Provider could as a precaution and in order to limit the potential prejudice of the Client, without this being interpreted as recognition of the merits of the grievances which are opposed to him, under his sole responsibility and at his own expense, decide to (i) modify the Service so that it is no longer supposed to be infringing, (ii) replace the Service or the litigious element with an element that is not supposed to be infringing, with functions that are globally equivalent or superior in performance, (iii) or obtain the rights of use deemed adequate for the Client to continue to benefit from the Services in accordance with the terms of the Contract.
21.2 Client Intellectual Property
The Client acknowledges that all intellectual property rights relating to the Service, including but not limited to inventions, patents, trademarks, designs and models, logos, know-how, databases and copyrights, are the exclusive property to the Provider.
The Client therefore undertakes never, under any circumstances, to contest or infringe, directly or indirectly, the aforementioned intellectual property rights, including but not limited to inventions, patents, trademarks, designs and models, logos, knowledge -do, databases and copyrights, even if not registered, protected or used, and never to copy, imitate, decompile all or part of the Service.
On the other hand, it is expressly agreed that the Client remains the owner of all the intellectual property rights likely to be attached to his Client Data as well as to any intellectual property right belonging to him, developed or acquired prior to the entry in effect or outside the scope of this Agreement.
It is expressly agreed between the Parties that the Service Provider is and will remain a co-contractor entirely independent of the Client throughout the performance of the Contract, and that it will never be subject to any relationship of subordination or economic dependence, that any project of association, joint venture or capital has been considered between them. The Parties may not, in any way and under any circumstances, present themselves or make a commitment, in the name or on behalf of the other Party.
23.NO SOLICITATION / NO CIRCUMVENTION
The Client declares and guarantees that he will refrain from approaching, contacting, communicating with, soliciting or accepting a service, directly or indirectly, from a Partner, with the exception of the Partners that the Client himself has invited on the Platform, without using the Platform, for a period of thirty-six (36) months following the most recent of the following two dates:
> Last connection of the Client to the Platform;
> Execution of a Task by the Partner for the benefit of the Client via the Platform.
In the event of a breach of this essential and determining rule, the Client must compensate the damage suffered by the Service Provider corresponding to five (5) times the margin that the Service Provider would have received if the Client had contracted with the Partner(s) via the Platform.
Each of the Parties undertakes to (i) keep confidential all information it receives from the other Party, and in particular (ii) not to disclose the confidential information of the other Party to any third party, other than employees or agents with a need to know and also subject to an obligation of confidentiality; and (iii) only use the confidential information of the other Party for the purpose of exercising its rights and fulfilling its obligations under the Contract.
Notwithstanding the foregoing, neither Party shall have any obligation whatsoever with respect to information which (i) would have fallen or would fall into the public domain independently of a fault by the Party receiving it, (ii) would be developed independently by the Party receiving them, (iii) would be known to the Party receiving them before the other Party disclosed them to it, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or ( (v) should be disclosed under Applicable Regulations and by order of a competent court (in which case they should only be disclosed to the extent required and after notifying the Party providing them in writing so that it can if necessary, to exercise useful remedies for the defense of his rights).
The obligations of the Parties with respect to confidential information shall remain in force throughout the duration of the Contract and for as long after its term as the information concerned shall remain confidential for the Party disclosing it and, in any case, for a period of two (2) years after the end of the Contract.
25.1 Liability of the Service Provider
UNDER NO CIRCUMSTANCES SHALL THE SERVICE PROVIDER BE HELD RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR DAMAGES RESULTING (I) BY THE CLIENT, (II) BY A PARTNER, (III) FROM THE PERFORMANCE OF A TASK (IV) BY A THIRD PARTY OR BY AN EVENT CONSTITUTING FORCE MAJEURE.
The Service Provider will take all possible care and will comply with the rules of the art and the Applicable Regulations for the performance of the Services.
The Service Provider's liability vis-à-vis the Client is expressly limited to serious and unrepaired faults in the performance of its contractual obligations as described in this Contract and any amendments thereto. If within fifteen (15) working days following the Client's complaint addressed to the Service Provider by registered mail with acknowledgment of receipt within seven (7) days following the occurrence of the serious and gross fault invoked, the Service Provider does not had not repaired the alleged breach of its obligations, the Client could invoke a fault to be proven with regard to the Service Provider.
If necessary, only the direct, certain, manifest, current and foreseeable damage of the Client could be compensated.
In the event that the Client demonstrates that he has suffered damage as a result of a serious breach by the Service Provider in the performance of his obligations which has not been remedied within the time limit provided, the liability of the Service Provider shall be limited, all sums combined, to the amount paid by the Client in the six months preceding the breach. Penalties paid elsewhere by the Service Provider will be deducted from the amount of this compensation.
Under no circumstances can the Service Provider be held liable for indirect, uncertain and/or not clearly foreseeable damage.
The Client is solely responsible for:
(a) any access and/or use of the Service and the Site which would be contrary (i) to the Applicable Regulations, or in violation of the interests and rights of a third party, or (ii) to the stipulations of the Contract;
(b) The accuracy, completeness and fairness of any information, data, documentation provided to the Service Provider for the performance of the Service;
(c) The accuracy, completeness and fairness of any information, data, documentation provided to the Partner for the performance of a Task;
(d) any data or information provided by the Client to the Service Provider, and which would be contrary to the Applicable Regulations or the Contract, or in violation of the interests and rights of the Service Provider or of a third party;
(e) compliance with the Applicable Regulations and any Applicable Regulations of the location of the business premises.
As such, the Client guarantees the Service Provider against any action, claim, dispute, litigation, complaint, claim, opposition relating thereto. Compensation and costs of any kind incurred by the Service Provider (costs of lawyers, consultants, bailiffs, experts, etc.), as well as all damages, fines, penalties and default interest pronounced against the Service Provider individually or collectively ( with the Client), will be fully borne by the Client.
26.DISPUTES BETWEEN CLIENT AND PARTNER
In the event of a dispute arising between the Client and the Partner relating in particular to the interpretation of an estimate, the execution of a Task, the compliance of the Partner's services with the checklist and/or the Client's specifications , the Client and/or the Partner may report the occurrence of the dispute via the appropriate form on the Site.
The Service Provider will invite the Client and the Partner to try to reconcile their points of view for a period of fifteen (15) days from the receipt of the complaint by one or other of the Parties. During this period, it is expressly agreed that they will make their best efforts to seek in good faith an amicable solution.
At the end of this period:
(a) If an agreement has been reached between them, a partial or total refund of the Price – minus the Service Provider's commission which will remain definitively and irrevocably acquired – may be made by the Service Provider with the express written authorization of the Partner;
(b) Failing agreement, the most diligent party must take legal action and the Service Provider will be responsible for sequestering the Price (provided that it has not yet been paid to the Partner);
(c) In any case, the Partner and the Client will make it their personal business to settle their dispute between them without worrying or soliciting the Service Provider in any capacity whatsoever.
The liability of the Service Provider cannot be sought in the event of failure of the attempt to resolve the conflict amicably.
In the event of a breach by the Client of one of its obligations under the Contract, the Service Provider may suspend access to the Client Account until the Client remedies the breach in question and/or terminates the Contract as of right at at the end of a period of fifteen (15) days from receipt of the notification of the breach in question which has not been remedied, subject to any damages and interest to which it could claim under the present conditions.
In the event of an emergency and/or serious breach by the Client, the Service Provider may, in particular, terminate the Contract and/or suspend the Services, without notice and on simple notification by email, in particular (i) of fraudulent use or use contrary to the Applicable Regulations of the Service, or (iii) serious potential harm to the interests of the Service Provider.
28.ASSIGNMENT OF CONTRACT
The Client may not, under any circumstances, assign or concede, directly or indirectly (in particular via the assignment or contribution of its business, a merger, acquisition, absorption, split, confusion of assets), all or part of this Third Party Contract. Any assignment or concession made in contravention of this clause shall be null and void and unenforceable against the Service Provider, even if the latter had been aware of it and had not opposed it.
On the other hand, it is expressly and irrevocably accepted by the Client that the Service Provider may, unilaterally and at its discretion, without objection or possible dispute on its part, whatever the circumstances then, assign or concede, partially or totally, directly or indirectly (in particular via the transfer, the partial or total contribution of its goodwill, its securities or an asset, a merger, acquisition, absorption, split, confusion of assets), all or part of this Contract to a company third party.
Where applicable, and by express derogation from articles 1216 and following of the Civil Code, it is expressly agreed that from the notification to the Customer of the assignment of the Contract (i.e. on the date of the first presentation of the registered letter with notice of receipt addressed to this effect):
> the transfer made will be fully opposable to the Client;
> the successor will be subrogated to the rights and obligations of the Service Provider under the Contract;
> the Service Provider will be released for the future from the performance of this Contract; no solidarity between the Service Provider and his successor can therefore be sought directly or indirectly by the Client.
No Party shall be liable for the total or partial non-performance of its obligations caused by an event constituting force majeure within the meaning of the Applicable Regulations.
The Party invoking an event constituting force majeure must notify the other Party within three (3) calendar days of the occurrence of this event. It will make every effort to limit its scope.
The execution of this Contract will resume its normal course as soon as the event constituting force majeure has ceased. If the suspension of the Contract should exceed three (3) months, each Party may terminate this Contract after notification to the other Party by registered mail with acknowledgment of receipt.
Non-Waiver. The fact that a Party does not claim a breach by the other Party of any of its obligations referred to herein shall not be interpreted for the future as a waiver of the obligation in question.
Divisibility. In the event that one of the clauses of the Contract is declared null, ineffective or without object by a final court decision, this clause would be deemed unwritten and cannot, subject to an express stipulation to the contrary, result in the nullity of the Contract in his outfit.
Applicable law. The Contract is subject to French law.
Translation : This English version of the Terms and conditions is an indicative translation of the French Version. In the event of a doubt, the French version of these Terms and Conditions prevails.
Jurisdiction. In the absence of an amicable solution at the end of a period of thirty (30) days from the referral to the other Party by the most diligent co-contracting party, any dispute relating to the Contract will be subject to the exclusive jurisdiction of the Courts of Paris, including in the event of summary proceedings, notwithstanding multiple defendants or warranty claims