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 Partner.
"Client" means the natural person, adult and capable, or the legally registered legal person who creates a Client account on the Site in order to access the Services.
“Partner Account” means the account created by the Partner to access the Site and the Services.
“Terms & Conditions” means these general 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.
"Partner Data" means any information, document, content, file, personal data or not belonging to the Partner 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, natural or legal person duly registered, 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 Partner.
"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 Quotation accepted by the Client.
"Price" means the financial consideration due by the Client to the Partner for the performance of the Services and paid through the Service Provider according to the terms of the Site and the General 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, the National Collective Agreement for cleaning companies and associated services of July 26, 2011 IDCC 3043 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" refers to the missions entrusted to the Partner by the Client via the Site after the acceptance of his estimate by the Client.
The Partner 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 General Conditions by the Partner by ticking the box “by ticking this box, I accept the general conditions of service”.
In case of manifest contradiction between the stipulations of the Site and the General Conditions, the stipulations of the Site will prevail.
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 Partner to terminate the Service during this notice.
The Service allows the Partner to access and use the Site in order to benefit from an intermediation and connection service with Clients in order to provide them with services relating to the management of the Client's business premises.
The Partner registers on the Platform receives notifications of automated tenders from registered Clients and can submit quotes. He can invite his own Clients to register on the Site to benefit from the Services.
If an estimate from the Partner is accepted, it is put in contact with the Client and obtains the information necessary to perform the Task for which the Client validated the estimate.
He has access to a calendar grouping together all the Tasks of the Clients with whom he is in contact.
The Platform establishes statistics on the performance of the Partner, calculated on the percentage of completion of the Clients' checklists. The Service Provider has no power to intervene in the calculation and establishment of these statistics.
The Partner can also add professional premises of its own customers in order to ensure the monitoring and management of these premises. He can therefore invite his own customers to connect to the Platform. Where applicable, the Partner's customer receives an invitation to connect to the Platform and create a user account, access to the features of which is restricted to the features described on the Site.
Restricted access to the Platform for the Partner's customers is subject to the payment of a price by the Partner, in accordance with the financial conditions of the Site.
Subject to compliance with the General Conditions, the Service Provider grants the Partner 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 Partner 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 Partner is strictly prohibited. As such, the Partner 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 Partner is also prohibited from carrying out 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. .
The Service Provider 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 Partner ensures, before accessing the Site, that its information system is up to date with the latest versions of its operating system and software, or failing that, that it has an operating system allowing the Site to function properly. He undertakes to update and maintain it regularly.
The Partner assumes full and exclusive responsibility for the protection of the equipment allowing it to access the Service and ensuring the preservation of its 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 Customer, 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 Partner could be informed a posteriori of this suspension and of the foreseeable period of restoration of the Service.
The Partner 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 Partners registered in a country from which the Site is available and the internet and/or mobile internet network provides access to the Site.
The Partner creates a Partner Account which requires the mandatory communication of the following information:
> Identity information: first name, last name;
> Contact details: email address, telephone number, region;
> Type of activity ;
> Username: email address, password.
The Partner receives a Partner Account creation confirmation email, which contains a hypertext link on which he must click to confirm the creation of his Partner Account by logging in with the identifiers he has chosen.
The Partner Account login IDs and passwords are strictly personal and confidential, under the sole responsibility of the Partner, who ensures that they are not communicated to any third party.
All access to the Partner Account is deemed to be made by the Partner. He is thus solely responsible for the transactions carried out on his Partner Account.
In the event of loss and/or theft of the username or password, the Partner is the only one who can request the reset of the password via the appropriate form on the login page of the Site.
The Partner may also change his password at any time on the Platform.
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 Quotation, the Client's specifications, the Applicable Regulations, and the General 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 Quotation 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 Customer's needs, an Additional Service will be required and invoiced in addition on the basis of a Quotation.
The Partner must spontaneously inform the Client and submit a Quote on the Site.
In the event of refusal of the Quotation 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 Quotation, 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 Quotation.
The Partner undertakes to ensure that it is punctual and respects the time and date set with the Client for the execution of the Task.
Beyond a delay of 120 minutes by the Partner in relation to the set time, the Client may cancel the Task at the fault of the Partner. All sums paid by the Client for the execution of the Task will be reimbursed to him, after deduction of the Service Provider's commission which remains definitively acquired by him.
In the event of the Client's delay, and if his presence is required and essential for the performance of the Task, the Partner shall only be obliged to wait for 30 minutes following the time fixed with the Client. Beyond this period, the Partner must notify the cancellation of the Task at the fault of the Client on the Site. The Client will then be automatically liable for an amount corresponding to 100% of the Price due to the Partner, it being specified that the Service Provider's commission remains due to him in full.
The Partner undertakes not to miss the date and time fixed with the Client for the execution of the Task, except in cases of duly justified force majeure. If necessary, he is prohibited from using a third party to replace him on the Task, whatever the form of the replacement (subcontracting, co-contracting, service provision, etc.). He must immediately alert the Client and the Service Provider to organize, if possible, his replacement. In the event of absence, the Partner may not invoice any Task.
In the event of the Client's absence, and if his presence is required and essential for the execution of the Task, the latter shall then be automatically liable for an amount corresponding to 100% of the Price due to the Partner, it being specified that the Service Provider's commission remains due to it in full.
The Contract is concluded for an indefinite period and enters into force on the date of its conclusion.
The date of conclusion of the Contract corresponds to the date of creation of the Partner Account.
The Contract ends when the Partner Account is deleted by the Partner, at any time, by going to the “My Account” tab on the Site.
In return for the Tasks carried out by the Partner at the Customer's request, the Customer pays the Price set by the Partner in the estimate accepted by the Customer.
The Customer pays the Price in full on the Platform via the payment provider GoCardless.
At the end of the Task, the Service Provider will pay the Price to the Partner within [...] days following the validation of the Task by the Client on the Platform on the electronic wallet of his Partner Account. The Partner can then make the payments from his electronic wallet to his bank account.
In return for the restricted access of the Partner's customers to the Site, the Partner pays the Price in accordance with the pricing in effect on the Site.
The Price is automatically updated according to the number of the Partner's customers having access to the Platform.
Payment of the Access Price is payable by monthly direct debit at the beginning of the month.
The Partner 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 Platform by the Partner's customers.
Any delay or failure to meet a deadline for payment of all or part of the Price may result in the suspension of access by the Partner's customers to the Platform and/or the automatic termination of the Contract at the initiative of the Service Provider upon simple notification. .
In addition to compliance with the Applicable Regulations, it is expressly agreed that compliance with these ethical rules is essential and decisive to ensure and preserve the reputation of the Site and the Service Provider.
Consequently, if it decides to submit a Quote and respond to an automated call for tenders, the Partner will be deemed to have expressly declared and guaranteed, without reservation, knowingly and irrevocably:
(a) Privilege the interest of the Client and the quality of the execution of the Task over its own interest;
(b) Ensure that there is no risk of harming, directly or indirectly, the reputation of the Service Provider and the Site in the context of the performance of the Contract;
(c) Be legally authorized to perform the Task (in particular have the qualifications, declared personnel in good standing with regard to the Applicable Regulations, and the necessary authorizations);
(d) Be available to perform the Task on the date set by the Client.
The Partner must comply with the Applicable Regulations relating to the employees it employs.
In particular, he declares and guarantees that he knows, respects, enforces and monitors permanent and exhaustive compliance with all the regulations relating to the fight against concealed work and the financial obligations of the employer and ensures that the Service Provider and/or or the Client cannot, directly or indirectly, be concerned under their potential due diligence obligations in this respect (in particular articles L3245-2, L8822-1 and following, R8222-1 and following and D8222-4 and following of the Labor Code, as well as articles L133-4-5 and following, L243-15 and D243-15 and following of the Social Security Code).
The Partner must in particular communicate to the Service Provider, on simple request, all the documents required by the Applicable Regulations (and in particular, if relevant, the aforementioned legal texts), and in particular the following documents dated less than fifteen (15) days:
(a) Certificate of registration;
(b) A statement of entries on its business;
(c) A vigilance certificate from URSSAF;
(d) A sworn statement certifying that he does not employ any hidden workers and that he is in good standing with the Regulations Applicable to the employment of foreign employees.
The Service Provider is subject to a general obligation of means relating to the accessibility of the Services and their use by the Partner, 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 of subcontracting part of its obligations, at its own risk and under its exclusive responsibility with regard to the Partner and third parties. The Service Provider undertakes in particular to ensure that its possible subcontractors implement equivalent or identical security measures, in particular concerning Partner Data.
Subject to the foregoing, the Partner acknowledges and accepts that the Service Provider does not commit to any of the following cases:
> A minimum volume of quotes accepted by Platform Clients;
> Maintaining Partner and Client relationships;
> The match between the Client's needs and the Partner's skills and qualities, which are purely subjective.
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 linking of the Partner with the Client.
In the event of a dispute between the Partner and the Client, the Service Provider undertakes to intervene to try to resolve the dispute amicably. The Partner acknowledges and accepts that under no circumstances can the Service Provider be held liable in the event of failure of the attempt to resolve the dispute amicably.
The Partner is subject to a general obligation of result relating to the execution of the Task as well as all the obligations resulting from the Contract.
The Partner, in particular, undertakes to:
> only accept a Task if it has the resources and the availability to perform them optimally in accordance with the terms hereof;
> perform the Tasks entrusted to it in accordance with the Applicable Regulations, according to the quality standards of a specialized professional and observing its obligations of professionalism, discretion and politeness;
> process any request from the Customer by providing the necessary information and advice, quickly and efficiently;
> implement all necessary means to deliver its service in accordance with the Task;
> use appropriate and standard equipment;
> keep their skills up to date (in particular through continuing education);
> not illegitimately propose a Task outside the procedure of the Site;
> maintain strict confidentiality regarding all information and data provided by the Service Provider and the Client for the performance of the Tasks entrusted to it;
> enforce all of these commitments by any employee, employee, subcontractor, service provider who works on the Customer's business premises;
> provide accurate, sincere and current information, particularly concerning its needs, and more generally concerning any information necessary for the performance of the Services;
> comply with all Applicable Regulations in the performance of the Tasks, and in its relations with Clients, including employees, employees, subcontractors or any other affiliate of a Client;
> strictly comply with all Applicable Regulations in its relations with its employees, and in particular its legal and regulatory obligations in terms of labor law, its obligations relating to the hygiene, safety and health of its employees, as well as any collective agreement, in particular Article 7 of the National Collective Agreement IDCC 3043 as reproduced in Annex 1 of these General Conditions.
The Partner, in particular, refrains 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 Customers, by usurping the name or corporate name of other persons, and more particularly by posing as an employee or affiliate of the Service Provider and/or by usurping or providing false information concerning his identity, skills, or any other formality necessary for the performance of the Services and Tasks.
The Partner undertakes to take out and maintain in force all the insurance policies necessary for the performance of the Tasks and Contracts, covering it for any damage it may cause to third parties, by its own doing and by its employees, during the performance of the Tasks by the Partner on the Client’s business premises.
The Partner also undertakes to take out and maintain in force all insurance policies covering all of its employees for any damage they may cause to themselves by performing Tasks on the professional premises of a Client. .
The use of the Site and the Services involves the processing of personal data.
As part of the performance of the Tasks, the Partner collects information about Customers which may contain personal data. In this context, the Partner undertakes to strictly comply with its obligations as a subcontractor within the meaning of the Applicable Regulations and the GDPR, as defined in Appendix 2.
22.1 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 rights of the Partner 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 Partner 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 Partner, 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 prior to this action, based on an intellectual property right or other 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 Partner must also collaborate 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 harm to the Partner, without this being interpreted as recognition of the merits of the grievances against it, under its sole responsibility and at its 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 Partner to continue to benefit from the Services in accordance with the terms of the Contract.
22.2 Partner Intellectual Property
The Partner 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 Partner 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 Partner 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 Partner 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.
The Partner declares and guarantees that he will refrain from approaching, contacting, communicating with, soliciting or agreeing to perform a service for, accepting any sum of money, directly or indirectly, from a Client without using the Platform. , for a period of thirty-six (36) months following the most recent of the following two dates:
(a) Last connection of the Partner to the Platform;
(b) 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 decisive rule, the Partner 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 Partner had contracted with the Client(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.
Notwithstanding the foregoing, the Partner undertakes to keep, absolutely and permanently, strictly confidential all information relating to Customers that it receives from Customers and/or the Service Provider, and particularly all information relating to the access to the Client's business premises.
26.1 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.
26.2 Partner Liability
The Partner declares and guarantees that all the information, data and documents that it has transmitted or will transmit to the Service Provider will be exhaustive, exact, sincere and current, in particular with regard to its qualifications (diplomas, authorizations, etc.), expertise and experience. professional.
The Partner is solely responsible for:
(a) its performance of the Contracts and Tasks, and its direct or indirect, foreseeable or unforeseeable consequences, regardless of their financial magnitude;
(b) 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;
(c) The accuracy, completeness and fairness of any information, data, documentation provided to the Service Provider for the performance of the Service;
(d) any data or information provided by the Partner 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 Partner guarantees the Service Provider and/or the Client and their beneficiaries 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 Partner), will be entirely borne by the 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 Customer 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 an amicable solution in good faith.
At the end of this period:
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;
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);
In any event, the Partner and the Customer 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 Partner of one of its obligations under the Contract, the Service Provider may suspend access to the Partner Account until the Partner remedies the breach in question and/or terminates the Contract as of right. 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 Partner, 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.
The Partner may not, under any circumstances, transfer or concede, directly or indirectly (in particular via the transfer or contribution of its business, a merger, acquisition, absorption, split, confusion of heritage), all or part of this Third Party Contract. Any assignment or concession made in contravention of this clause will be null and void and unenforceable against the Service Provider, even if the latter had been aware of it and had not objected to it.
On the other hand, it is expressly and irrevocably accepted by the Partner that the Service Provider may, unilaterally and at its discretion, without objection or possible challenge 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 Partner 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 enforceable against the Partner;
> 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 Partner.
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.
APPENDIX 1. ARTICLE 7 CONDITIONS OF GUARANTEED EMPLOYMENT AND CONTINUITY OF
THE PERSONNEL'S EMPLOYMENT CONTRACT IN THE EVENT OF A CHANGE OF PROVIDER (EX-
APPENDIX VII) - NATIONAL COLLECTIVE AGREEMENT FOR CLEANING COMPANIES AND
ASSOCIATED SERVICES OF JULY 26, 2011
Conditions For Guaranteeing Employment And Continuity Of The Staff Employment Contract
In The Event Of A Change Of Service Provider (Ex-Annex VII)
With a view to improving and strengthening the guarantee offered to employees assigned to a contract subject to a change of service provider, the social partners signed an agreement on March 29, 1990, incorporated into article 7 of this agreement. , intended to replace the agreement of April 4, 1986 relating to the situation of personnel in the event of a change of service provider, denounced as of June 23, 1989, by providing for the continuity of the employment contract of employees attached to the contract concerned under the conditions stipulated by this text.
These provisions apply to employers and employees of companies or establishments carrying out an activity falling within the activities classified under the APE code number 81.2, who are called upon to succeed each other when there is a change of service provider for work carried out in the same premises, following the termination of the commercial contract or the public contract. These provisions also apply in the event of subcontracting of the performance of the contract to a company having an activity covered by the APE 81.2 code when there is a succession of service providers for work carried out in the same premises.
Article 7.2 Obligations incumbent on the new service provider (entering company)
The incoming company is required to make itself known to the outgoing company as soon as it obtains its contact details. It must also inform the works council, or failing that, the staff representatives of the award of a new contract.
I. Conditions for maintaining employment
The new service provider undertakes to guarantee the employment of 100% of the personnel assigned to the contract subject to the takeover who meet the following conditions:
A. Belong expressly:
either at one of the first 4 levels of the "operation" employment sector of the national employment classification (AS, AQS, ATQS and CE) and spend on the market concerned 30% of his total working time carried out for the outgoing company account;
or at one of the first 2 levels of the operational supervisor level of the national job classification (MP1 and MP2) and be assigned exclusively to the market concerned.
a) Either a contract of indefinite duration and, justify an assignment on the market for at least 6 months at the expiry date of the commercial contract or the public contract;
not be absent for 4 months or more on the expiry date of the contract. On this date, only employees on maternity leave will be taken back without limiting their time of absence. The entire duration of the absence will be taken into account, including maternity leave, for the assessment of this condition of absence of 4 months or more, in the event that the employee is not on maternity leave at the expiry date of the commercial contract or the public contract.
b) Or a fixed-term contract concluded for the replacement of an absent employee who satisfies the conditions referred to above in a.
C. Be in a regular situation with regard to labor legislation relating to foreign workers:
Assessment of these conditions when the initial contract is divided into several lots: When the initial contract is redistributed into several lots, the entering company(ies) has (have) the obligation to ensure the continuity of employment contracts of the persons affected on the lot(s) that they take over (take over) when the conditions defined above, assessed then with regard to the initial contract held by the company outgoing, are met.
II. Modalities for maintaining employment Continuation of the employment contract
The transfer of employment contracts is carried out automatically by the effect of this system and is therefore binding on the employee under the conditions provided for below. The purpose of this is to protect the employee, his job and his remuneration. Conventional transfer is one of the stabilizing vectors of the cleaning market. Maintaining employment will lead to the continuation of the employment contract within the incoming company; the open-ended contract continuing indefinitely; the fixed-term contract continuing until the term provided for therein.
A. Establishment of an addendum to the contract
The incoming company will establish an addendum to the employment contract, to mention the change of employer, in which it will include all the clauses attached to it. The amendment to the employment contract must be given to the employee at the latest on the day of the actual start of the work when the outgoing company has communicated to the incoming company the information mentioned in article 7.3. It is specified that the outgoing company must send said information no later than
8 working days after the incoming company has made itself known in accordance with the provisions of article 7.2 by sending a written document. In the event that the above deadlines could not have been respected due to the late announcement of the user company's decision, the incoming company must provide the employee with its amendment to the employment contract no later than 8 days working days after the actual start of the works. The incoming company, in the absence of a response from the outgoing company within 8#working days, gives formal notice to the outgoing company to communicate the said information to it by registered mail with acknowledgment of receipt, reminding it of its obligations referred to in l 7.3. The deficiency of the outgoing company in the transmission of the information provided for by these provisions can only prevent the change of employer in the only case where this deficiency makes it impossible for the incoming company to organize the effective resumption of the market. .
B. Modalities for maintaining remuneration
The employee will benefit from the maintenance of his gross monthly remuneration corresponding to the number of hours usually worked on the contract taken over. To this remuneration will be added the salary elements at fixed intervals so as to guarantee the total annual amount of the salary previously received corresponding to the time spent on the resumed market. These elements will be detailed according to the indications appearing on the list provided by the outgoing company mentioned in article 7.3-I. The new employer will not be required to maintain the different wordings and components of the remuneration, nor to keep the same terms of payment, given the variety of situations encountered in the companies.
C. Conditions for granting leave acquired on the date of transfer
The incoming company must grant employees, who so request, the period of absence corresponding to the number of days of acquired leave already compensated by the outgoing company, in accordance with the provisions of Article 7.3-III.
D. Collective status
Employees will benefit from the collective status of the new employer who will replace that of the previous employer from the first day of the takeover.
Article 7.3 Obligations incumbent on the former service provider (outgoing company)
I. Personnel list
The outgoing company will draw up a list of all the personnel assigned to the contract taken over, highlighting the employees fulfilling the conditions listed in article 7.2-I. It will obligatorily communicate it to the incoming company, as soon as it becomes aware of its contact details. This list will contain, for each person benefiting from the job guarantee, the details of his or her individual situation, in accordance with the model in appendix I of this article 7. It will be accompanied by a copy of the following documents:
> the last 6 payslips;
> the latest medical fitness form;
> a copy of the employment contract and, where applicable, its amendments;
> work authorization for foreign workers;
> the authorization to transfer the protected employee issued by the labor inspector.
The outgoing company wishing to keep all or part of the personnel assigned to this contract in its service, with the latter's agreement, must notify its successor when the list is transmitted.
II. Information for staff and staff representatives
The outgoing company will inform in writing each of the employees benefiting from the employment guarantee of its obligation to report to the site on the day of the change of service provider. It will also communicate to the works council, or failing that to the staff representatives, the list of names of the employees concerned by the transfer.
III. Settlement of salaries and deferred payment amounts, including paid leave allowances
A. Employees assigned exclusively to the contract taken over
a) Settlement of wages and paid leave by companies that are not members of a paid leave fund
The outgoing company will pay the staff taken over by the new employer the salaries for which it is liable, as well as the sums at intervals other than monthly, in proportion to the time spent by the latter in the company, including the pro rata of the severance pay for the end of the fixed-term contract and the paid leave allowances that he acquired on the date of the transfer.
b) Certificate of paid leave
To this end, it will produce a certificate relating to the rights acquired to paid leave by its personnel up to the day of the transfer. This certificate, a model of which appears in Appendix II of this Article 7, will mention:
the number of days of leave acquired, paid on the date of the transfer, remaining to be taken;
the amount of the corresponding paid leave allowance, due and paid by the outgoing company.
It will show these elements for each reference period when the acquired rights relate to 2 reference periods. The certificate will be sent to the incoming company and to the employee, at his request, on the day on which the outgoing company hands over his last payslip to the employee.
c) Special case of companies that are members of a paid leave fund
These companies must provide the employees taken over with the certificates justifying their leave entitlements.
d) Certificate of employment
The outgoing company will also provide the personnel concerned with a certificate of employment specifying the dates during which they will have been in its service.
B. Employees not assigned exclusively to the contract taken over
Staff whose contractual obligations will also continue with the outgoing company will be paid the paid leave allowance acquired for the entire reference period, on the normal date of taking leave within the company. outgoing company. This compensation will be calculated in accordance with the rules stipulated by article L.3141-22 of the labor code.
An amendment to the employment contract will be drawn up by the outgoing company to take into account the reduction in hours linked to the loss of the contract.
IV. Fate of staff not benefiting from the job guarantee
Staff who do not meet the conditions required to benefit from maintaining their employment within the incoming company will remain under the responsibility of the outgoing company.
Article 7.4 Staff obligations
The employment contract of personnel meeting the conditions required to benefit from the maintenance of their employment will continue, in the form provided for in article 7.2-II, within the incoming company. With the exception of a substantial modification of it by the incoming company, the employee who refuses his transfer under the conditions stipulated by this agreement will be considered as having terminated his employment contract. This termination will not be attributable to the employer and will therefore not entail any obligation for him to pay notice and dismissal indemnities.
Article 7.5 Staff representatives
Mandate attached exclusively to the contract taken over
Staff representatives fulfilling the conditions for continued employment stipulated in Article 7.2, whose mandate is attached to the framework of the contract taken over, will see their employment contract continue within the incoming company under the conditions mentioned in article 7.4.
Mandate exceeding the framework of the contract taken over
Staff representatives fulfilling the conditions of an employment guarantee stipulated in article 7.2, whose mandate goes beyond the framework of the contract taken over, may opt to remain within the outgoing company if the following 3 conditions are cumulatively fulfilled:
that they make the request to their employer no later than 3 days after being informed of the loss of the contract;
that their working time completed on the resumed market does not exceed 40% of their total working time completed on behalf of the outgoing company;
that they accept, when it exists, the redeployment proposal made by the outgoing company in compliance with the essential clauses of the employment contract.
Fate of mandate
The term of office of staff representatives subject to continued employment within the incoming company is not maintained. Only the protection of employees protected under the conditions determined by law remains.
Article 7.6 Other provisions
In the event that the principal's premises move to the same geographical area, so that there cannot be a succession of service providers in the same premises, the employees assigned to the former premises benefit from employment priority allowing the continuity of the employment contract within the incoming company.
Article 7.7 Conciliation Commission
Disputes arising from the application and/or interpretation of this agreement will be settled by the regional or national conciliation commission under the conditions provided for in articles 1.6.1 and 1.6.2 of this collective agreement.
APPENDIX 2. SUBCONTRACTING OF CLIENTS' PERSONAL DATA
PROTECTION OF PERSONAL DATA
1.1.1 The expressions used in this Appendix relating to the processing of personal data have the meaning attributed to them by Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data. personal data and the free movement of such data (hereinafter “GDPR”).
1.1.2 With regard to data protection regulations and with regard to the processing of personal data, the Service Provider acts as Data Controller, and the Partner acts as Subcontractor. The Partner acts on behalf of and on the instructions of the Service Provider and will carry out the Processing in compliance with this Contract, the provisions of Law No. 78-17 of January 6, 1978 and the GDPR (hereinafter collectively referred to as "Law on personal data”).
Processing of Personal Data implemented by the Partner on behalf of the Service Provider
1.2.1 Purpose of Processing
22.214.171.124 Personal Data is processed in the context of the provision of the following Services:
Delivery of Tasks
1.2.2 Nature and purposes of Processing
126.96.36.199 Personal Data will be subject to the following basic Processing activities:
1.2.3 Duration of treatment
188.8.131.52 Personal Data will be processed for the duration of the Agreement.
184.108.40.206 At the end of the Processing or in the event of termination of the Contract, the Partner shall return all of the Service Provider's Personal Data in a readable and usable format and destroy any copy of the Personal Data in its possession within ten (10) working days, unless the Law on the protection of personal data requires the Partner to retain said data. If necessary, the Partner must ensure compliance with this obligation by its own subcontractors.
1.2.4 Categories of Data Subjects
220.127.116.11 The Personal Data processed concern the following categories of Data Subjects:
Customers of the Data Controller.
1.2.5 Categories of Data processed
18.104.22.168 The Personal Data processed concern the following categories of data:
Identity information: Last name, first name, date of birth, sex;
Contact details: email address, postal address, telephone number.
1.2.6 Obligations of the Subcontractor
22.214.171.124 Under the Contract, the Partner, in its capacity as Subcontractor, undertakes to:
> Process Personal Data solely for the purposes of performing the Contract and, in general, to act only on the instructions of the Service Provider unless he is required to do so under the Union law or the law of the Member State to which the Partner is subject. In this case, the Partner informs the Service Provider of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest. In this case, the Partner informs the Service Provider of this obligation before processing, unless the law concerned prohibits such information for important reasons of public interest. In addition, the Partner immediately informs the Service Provider if, in its opinion, an instruction constitutes a violation of the Personal Data Protection Act;
> Not to use the Character Data (even in aggregated form) for purposes other than those provided for in this Agreement;
> Not grant, rent, assign or otherwise communicate to another person (even in aggregate form), all or part of the Personal Data, even for free;
> Take all necessary precautions to preserve the confidentiality and security of Personal Data and in particular to prevent it from being distorted, damaged, destroyed or communicated to unauthorized third parties, to implement the appropriate technical and organizational measures to meet the requirements of the GDPR and guarantee the protection of the rights of Data Subjects and more specifically to protect Personal Data against accidental or unlawful destruction, accidental loss, alteration, dissemination or unauthorized access, in particular when the processing involves data transmissions in a network, as well as against any form of unlawful processing. These measures must ensure, taking into account the state of the art and the costs associated with their implementation, an appropriate level of security with regard to the risks presented by the Processing and the nature of the Personal Data to be protected. The Partner undertakes to respect and implement all necessary technical, organizational and security measures;
> That the staff authorized to process the Service Provider's Personal Data be trained and made aware of the issues and obligations resulting from the Processing of Personal Data and to subject said staff to an obligation of confidentiality;
> Not to subcontract the execution of the Processing to another company without the prior written consent of the Service Provider for each of the subsequent subcontractors who must intervene in the context of the execution of the Contract that may give access to Personal Data ;
> In the event of subcontracting accepted by the Service Provider, transfer to the subsequent subcontractor, within the framework of a written contract, all the obligations imposed on it by this clause, it being recalled that in any case cause, the Partner remains fully liable to the Service Provider for the performance of the obligations incumbent on its subcontractors;
> Not to disclose, make accessible or transfer Personal Data to a country outside the European Economic Area (the "EEA") or which is not recognized by the European Commission as having an adequate level of protection within the meaning of the GDPR, without the prior written authorization of the Service Provider and without having previously notified it at least 3 months before the planned date of the transfer in order to allow the Service Provider to implement all the guarantees necessary to offer a level of sufficient protection of Personal Data, including by signing a binding agreement incorporating standard contractual clauses;
> Respond as soon as possible and at the latest within five (5) working days to any request from the Service Provider relating to the Personal Data processed in order to allow it to take into account, within the time limits set for it, any requests from Data Subjects (right of access, rectification, erasure, opposition, etc.);
> inform the Service Provider as soon as possible and at the latest within 5 working days of any request it may have received directly from the Persons Concerned by the Processing of Personal Data, from the Supervisory Authority (in France, the CNIL ) or any other competent authority (in particular DGCCRF, ANSSI, ARCEP) and immediately inform of any control on site or on documents by the Control Authority or any other competent authority relating to the Processing of Personal Data implemented under the Contract. In the event of such control in the premises of the Partner and any subsequent sub-contractors, the Partner accepts the presence of a person specially appointed for this purpose by the Service Provider when the inspection is carried out;
> cooperate according to the instructions of the Service Provider in the event of a requisition, injunction, formal notice or any other similar decision by the Supervisory Authority or any other competent authority and assist the Service Provider in preparing the responses to be provided to these authorities.
1.2.7 Personal Data Breach
126.96.36.199 In the event of a breach of Personal Data or when it follows from the circumstances that such a breach is likely to occur, the Partner shall inform the Service Provider as soon as possible and no later than twenty-four (24) hours after to have become aware of it. In any case, the (potential) violation will be notified within a time limit and in such a way as to enable the Service Provider to meet its obligations under the Personal Data Protection Act.
188.8.131.52 This notification must specify must specify the nature and consequences of the violation, the measures already taken or those proposed to remedy it and the persons from whom additional information may be obtained, as well as, where possible, an estimate of the number of Data Subjects likely to be affected by the breach in question. This notification is accompanied by any useful notification to enable the Service Provider, if necessary, to notify this violation to the Control Authority.
184.108.40.206 In the event of a Personal Data breach, the Partner undertakes to carry out all useful investigations into the breaches of the protection rules in order to remedy them as soon as possible and reduce the impact of such breaches on the Data Subjects, and this, at no additional cost to the Service Provider. The Partner undertakes to inform the Service Provider of its investigations on a regular basis.
220.127.116.11 The Partner undertakes to collaborate actively with the Service Provider so that it is able to meet its regulatory and contractual obligations, at no additional cost to the Service Provider. It is solely up to the Service Provider, as Data Controller, to notify any personal Data breach to the Supervisory Authority and, where applicable, to the Data Subject.
1.2.8 The Partner undertakes to keep a register of Processing activities in accordance with the provisions of Article 30 of the GDPR, concerning all categories of Processing activities carried out on behalf of the Service Provider, including those entrusted to its sub-contractors. subsequent processors to whom it has entrusted all or part of the Processing with the authorization of the Service Provider. The Partner undertakes to make the register accessible to the Service Provider and to any Supervisory Authority at any time and on simple request.
1.2.9 The Parties undertake to have all the legal and/or administrative authorizations necessary for the performance of their obligations under the Contract.
1.2.10 The Service Provider reserves the right to have an audit carried out, at any time and at its expense, concerning the Partner's compliance with the obligations entrusted to it, by a team of internal controllers from the Service Provider or by persons appointed by the Service Provider.
This audit, which may be carried out at any time and without any limitation whatsoever, will be carried out by the Service Provider subject to five (5) calendar days' notice. In the event of suspension of a security breach or proven security breach, the audit may be carried out by the Service Provider without notice. The audits will be carried out during the Partner's working hours and must not disrupt the smooth running of the Partner's business.
1.2.11 If it turns out, following the audit measures described above, that the security measures implemented by the Partner are not appropriate or sufficient, or if these audits reveal certain shortcomings or non-compliance with the requirements set out in this Contract and/or the applicable legal requirements and/or the standards in force, the Partner implement, at its own expense, corrective actions within the time limits to be agreed between the Parties depending on the seriousness of the breach observed, and this, without prejudice to the additional rights of the Service Provider to claim damages and/or to terminate the Contract.
1.3 Processing of Personal Data implemented by the Partner for its own account
1.3.1 As part of the execution of this Contract, the Partner is required to collect and process personal Data concerning the Service Provider or the employees, representatives, managers of the Service Provider, in order to enable it to manage the contractual relationship. In this context, the Partner undertakes to implement Data Processing relating to the management of the contractual relationship in compliance with the law on the protection of personal data and more generally with the Applicable Regulations.