SUBJECT OF THE CONTRACT The purpose of this contract is: 8ORBIT SAS registered with the RCS of Paris at the following siret number 87889318900018 publishes “myr.ai” an online connected office service, monitoring its cleaning operators on the site www .myr.ai (hereinafter referred to as the "Portal"). This service allows the Partner to manage its cleanliness and automate part of it with the provision of robotic equipment
PLACE OF PERFORMANCE OF THE SERVICE The place of performance of the service is set at the place located at the address of the Partner indicated in the “Partnership contract - myr.ai”.
OBLIGATIONS OF 8ORBIT The Service Provider undertakes, towards the Partner, to perform the service defined in Article 1 of this contract. He undertakes to implement all the necessary means to ensure the proper performance of the service, with diligence and in compliance with the standards of his profession. The characteristics of the service provision are defined in the Partnership Contract appended to these general conditions of sale. The order form for the provision of the service is annexed to this contract.
PARTNER INFORMATION AND ADVICE The Service Provider must inform the Partner about the essential characteristics of the service. The Service Provider must make available to the Partner or communicate to him, before signing this contract, all the information useful for carrying out the service. The Service Provider must find out about the Partner\'s needs and the usefulness of the service for him.
PARTNER OBLIGATIONS The Partner undertakes to provide the Service Provider with all the information useful for the proper performance of the service. As such, the Partner must provide the Service Provider who requests it with any information enabling him to have, in particular, a good knowledge of his needs and of the usefulness that the service presents to him. The Partner also undertakes to collaborate fully with the Service Provider for the smooth running of the service. If the Partner fails to provide the information in good time and to collaborate with the Service Provider, the latter reserves the right to inform the Partner, in writing, that the deadlines and deadlines agreed for the performance of the service will not be possible. be respected. The Partner undertakes to pay the price of the service for an amount and within the time limit (s) provided for in this contract. The Partner agrees to use the Application in accordance with the conditions defined in this Agreement. The Partner is prohibited from reproducing, extracting, decompiling, reusing any element of the Application, by any means whatsoever, in any form whatsoever and on any medium whatsoever. The Partner remains solely responsible for the use of identifiers concerning him. In the event of loss of identifiers or disclosure of identifiers to unauthorized third parties, the Partner undertakes to notify 8ORBIT without delay. For images of the establishment including staff, the Partner declares to have obtained the consent of the person (s) photographed, for the publication and dissemination of the images. The Partner guarantees 8ORBIT against all claims, property claims or any legal or extrajudicial actions relating to the Information and undertakes to fully compensate 8ORBIT for its costs and losses which may be caused to it as a result. For the execution of this Contract, the Partner authorizes 8ORBIT to use the various visual or textual elements provided by means of the Application on its various media (Portal, newsletters, SMS, physical media, etc.)
IMPLEMENTATION SCHEDULE The Service Provider undertakes to perform the service from the service start date entered in the “Partnership contract - myr.ai”. The Parties recognize that this timetable constitutes an essential condition for the Partner. In the event of refusal by the Service Provider to provide the service or in the event of non-compliance by the Service Provider with the planned schedule, the Partner may immediately terminate the contract, by registered letter with request for acknowledgment of receipt or in writing on another durable support.
PRICE AND PAYMENT OF THE SERVICE The prices of the subscriptions and services provided by 8ORBIT are indicated on the Partnership Contract or quote signed online. The subscription may have options, overbilling, during the month, depending on the various specific requests of the Partner. Subscription prices may be revised upward or downward on January 1 of each year. The Partner is informed of the price revision by email or regular mail, at least two (2) months before their entry into force. Subscription to the 8ORBIT service results in a monthly billing by 8ORBIT according to the price list in force. The invoices for this subscription to the 8ORBIT service are settled by direct debit on the fifth of each month for the month to come. The estimates in the estimate may be exceeded in the event that the price of the service turns out to be higher due, in particular, to the performance of unforeseen services. Before any start of performance of a service which would prove to be more expensive, the Service Provider must inform the Partner thereof, in writing, by submitting a proposal mentioning the prices and deadlines, in order to obtain his agreement to the continuation of the service of service. The stipulated prices are understood to be exclusive of tax.
LIABILITY AND GUARANTEE The Application is provided as is. 8ORBIT is in no way responsible if, in the event of unavailability related (i) to maintenance operations, (ii) to the Internet network or (iii) for any other reasons which are independent of it, the Partner cannot access to the Application or the Portal. In any event, in the event of proven fault by 8ORBIT vis-à-vis the Partner, the amount of damages that may be claimed from it will be limited to 7% of the amount of compensation actually received by 8ORBIT for the last month of execution of the this Contract with the Partner. The Partner recognizes that the role of 8ORBIT is limited to that of a simple intermediary and technical service provider. In addition, 8ORBIT cannot be held liable for acts performed by the Partner or a third party using the Application. The Partner undertakes to use the Application in compliance with current French legislation, personal data law, intellectual property law and image rights. Consequently, the Partner undertakes to guarantee 8ORBIT against any claim, action or request for compensation from a third party or a public authority relating to Information or an act of the Partner taken in violation of the provisions of this Contract or of the legislative provisions in force
EFFECT - DURATION - SUSPENSION - TERMINATION This Contract is concluded for a period of one month, tacitly renewable. In the event of non-renewal, the Partner must inform the Service Provider by email at email@example.com with 6 months notice. In the event of non-compliance by the Partner with the provisions of this Contract, 8ORBIT may automatically, within fifteen (15) days following the notification by email putting the Partner on notice to comply with its unsuccessful obligations, suspend or limit the Partner\'s access to the Application and online appointment booking on the Portal, the time necessary for the Partner to comply with its obligations and subject to having enabled the Partner to retrieve a copy of the data hosted in the Application. In the event of serious misconduct on the part of the Partner, such as, but not limited to, the dissemination of illicit information, 8ORBIT may terminate this Agreement with 6 months\' notice and without compensation by simply sending an email to the Partner or by sending an email. registered letter with acknowledgment of receipt, subject to having enabled the Partner to retrieve a copy of the data hosted in the Application.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY Each Party undertakes to take all necessary measures to keep confidential the information of any kind communicated to it as such by the other Party during the execution of this contract, or of which it will have had knowledge during the performance of the service.
The Parties undertake to use this information only for the purpose of providing the service. Likewise, the Parties undertake not to use, on their own behalf or on behalf of a third party, directly or indirectly, all or part of this information. Information which is or will be in the public domain or of which a Party was legitimately aware at the date of its communication by the other Party, is not covered by this article. Each Party shall, at the end of the contractual relationship, return any document containing confidential information entrusted to it by the other Party and keep no copy thereof. The confidentiality commitment of the Parties is valid for the duration of the execution of this contract and after its term, whatever the reason, for the following duration: During the term of the contract. The Portal, the Application, the products provided by 8ORBIT and all the elements that make them up are, unless otherwise specified, the exclusive property of 8ORBIT. All trademarks and logos belonging to 8ORBIT may not be used by the Partner without the prior written consent of 8ORBIT or except under the following exemption: 8ORBIT authorizes the Partner to use, reproduce and distribute its brands and / or logos in its own establishment or on its professional documents for the strict purpose of informing the staff of the service set up. Any such use of brands and logos by the Partner must be carried out in accordance with the instructions, guidelines and / or charter of use of 8ORBIT brands and logos. All other rights of 8ORBIT relating to trademarks or logos are reserved. Consequently, in application of the provisions of the intellectual property code, the laws and regulations of all countries and international conventions, any reproduction, distribution or representation, in whole or in part, of the Portal, of the Application, of the products supplied by 8ORBIT or any element that composes them is prohibited as is their alteration. As such, the Partner is in particular prohibited from adapting, arranging, modifying, correcting, associating, translating into any language or any language, placing on the market free or for a fee, marketing all or part of the Portal, of the \'Application, of the products supplied by 8ORBIT or of any element which composes them, whatever the means and the support. Nothing in the Contract may be interpreted as an assignment of intellectual property rights, whether tacitly or in any other way.
FORCE MAJEURE Neither Party may be held responsible for its delay or failure in the performance of its contractual obligations if this delay or failure is due to the occurrence of an event beyond its control, which is not could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures. Each Party must inform the other Party, without delay and by registered letter with acknowledgment of receipt, of the occurrence of such a case when it considers that it is likely to compromise the performance of its contractual obligations. . In the event of such a case of force majeure, the execution of this contract will be suspended until disappearance, extinction or cessation of the case of force majeure. However, if the case of force majeure continues beyond a period of thirty (30) days, the Parties must get together to discuss a possible modification of the contract. The deadlines provided for in this contract will be automatically postponed depending on the duration of the case of force majeure. In the absence of an agreement of the Parties within thirty (30) days and if the case of force majeure persists, each of the Parties shall have the right to terminate this contract as of right, without any compensation being due by either Party, by registered letter with acknowledgment of receipt sent to the other Party. However, if upon the occurrence of the case of force majeure, it appears that the delay justifies the termination of this contract, it is automatically resolved and the Parties are released from their obligations under the conditions provided for by articles 1351 and 1351. -1 of the Civil Code.
TERMINATION OF THE CONTRACT The contract may be terminated by one of the Parties after formal notice has not been effected by the other Party which does not fulfill the obligations to which it is subject by virtue of this contract. The formal notice must indicate a reasonable time within which the offending Party must remedy the non-performance or improper performance of its contractual obligations. Under penalty of nullity, the formal notice must also mention this termination clause.
RESPONSIBILITY The Service Provider must perform its service in accordance with the rules of the art of its activity. The liability of the Service Provider is limited to direct material damage caused to the Partner and which results from faults attributable to the Service Provider in the performance of his service or from his negligence towards the Partner. In any event, the Service Provider cannot be held responsible for: damage caused to the Partner due to the non-performance of its obligations; damage caused to the Partner resulting from the use of the service that does not comply with the Service Provider\'s recommendations; damage caused to the Partner due to a case of force majeure.
DEFAULT IN PERFORMANCE Failure by either Party to request the performance of one or more of the provisions of this contract may in no case be interpreted as a waiver of the application of these. provisions.
SUBCONTRACTING The Service Provider may involve a third party subcontractor for the performance of all or part of the service provided under this contract.
APPLICABLE LAW This contract is subject to French law without application of its conflict of law rules
MODIFICATIONS This contract cancels and replaces any previous agreement, written or oral, between the Parties and contains the entire agreement between them. Any other document concerning the object and the obligations of this contract, not annexed, does not bind the Parties. No modification, termination or notice relating to this contract will be valid if it has not been given in writing and signed by the Parties. Any modification of this contract must be the subject of an amendment signed by the Parties.
INVALIDITIES OF THE CLAUSES If one of the clauses of this contract is or becomes invalid with regard to the applicable law, this clause must be considered as unwritten, the other clauses remaining in force. The Parties must replace the invalid clause with another valid clause, the meaning of which is as close as possible to the original intention of the Parties.
SETTLEMENT OF DISPUTES The Parties undertake to use their best efforts to try to settle, amicably, any dispute relating to this contract. Any complaint from the Partner must be addressed to the Service Provider at the following address: Joackim BOUCETTA - 0618423921 - firstname.lastname@example.org In the absence of an amicable agreement, the dispute will be brought before the competent court
ELECTION OF DOMICILE For the execution of this contract, the Parties elect domicile at their respective head office.