GENERAL TERMS OF USE
FOR THE E-QUALI SOLUTION
ARTICLE 1 – OBJECTIVE AND SCOPE OF APPLICATION
These general terms of use (hereinafter, the « General Terms of Use ») apply to any user (hereinafter, the « User ») of the e-QUALI software solution dedicated to the management of industrial projects and accessible at https://e-quali.asklesoft.com (hereinafter, the « Solution ») for which a licence in SAAS mode has been granted by ASKLESOFT to a professional client (hereinafter, the « Client ») in France.
Any use of the Solution is subject to the prior acceptance of the General Terms of Use.
ARTICLE 2 – IDENTITY OF ASKLESOFT
ASKLESOFT is a French Société par Actions Simplifiée (Simplified Joint Stock Company) with a share capital of €2,000, with its registered office located at 229 rue Solferino, 59000 Lille, represented by Alexandre KOZIOL, in his capacity as President, and registered with the Lille Métropole Registery of Trade and Companies under number 894 566 793 (hereinafter referred to as « ASKLESOFT »). The contact email address is: tfr@asklesoft.com
ARTICLE 3 – CAUTIONARY STATEMENT
3.1 – The use of images, information, messages or data of any kind accessed by the User via the Solution is the sole responsibility of the User, and the decisions or actions that the User may be led to take or carry out in consideration of this information are the sole responsibility of the User.
3.2 – The User therefore guarantees ASKLESOFT against any damage, loss or claim by a third party as a result of the use of the Solution and undertakes to indemnify ASKLESOFT for any harm of any nature whatsoever resulting from this.
ARTICLE 4 – CREATION OF A USER ACCOUNT
Each User must first create a user account (hereinafter, the « User Account ») in order to use the Solution. A maximum number of 200 users is allowed under the contract signed by the Client (hereinafter, the « Contract »). The Contract consists of the commercial proposal accepted by the Client, the General Terms of Use and the General Sales Terms.
4.1 – Procedure for creating an account: A User Account can be created using the Client’s administrator interface or by making a request to ASKLESOFT. Only one account can be created per User.
4.2. – Management of identifiers: The identifiers, login and password, allowing access to the User Account are chosen by the User taking into account the availability of identifiers already created by other Users. These identifiers are strictly personal and must be kept secret. Consequently, ASKLESOFT is not responsible for any actions undertaken by a User Account. The Client is solely responsible, both to ASKLESOFT and to third parties, for any act carried out from a User Account. In particular, the Client must ensure that access is removed for any person who is no longer authorised for any reason whatsoever, and in particular in the event of leaving the service. The loss or theft of these credentials or any unauthorised use of a User Account must be notified immediately to ASKLESOFT at tfr@asklesoft.com
ARTICLE 5 – PREREQUISITES
The Solution is available online. It is the User’s responsibility to ensure that he/she has an Internet connection and more generally that he/she has the technical environment recommended by ASKLESOFT.
The User is also informed that these requirements may change, in particular for technical reasons. In general, it is the responsibility of the User to:
– Observe the advice, recommendations and precautions provided by ASKLESOFT,
– Inform ASKLESOFT in the event of any difficulty or specific constraint.
ARTICLE 6 – USER LICENSE
For the duration agreed in the commercial proposal according to the offer accepted, ASKLESOFT authorises the User to use the Solution solely for internal needs, on a personal, non-transferable, non-exclusive basis (hereinafter, the « Licence »).
Any other use is excluded. In particular, the License excludes any commercial use by the User, except with the prior written consent of ASKLESOFT.
The Licence includes updates to the Solution, excluding new versions.
Any measure aimed at developing or adapting the Solution to the Client’s specific needs, in order to integrate new functionalities, improve its operation or take into account new legislative or regulatory provisions shall be subject to a new agreement between the Parties.
ARTICLE 7 – ACCESSIBILITY
7.1 – ASKLESOFT will provide the Client with a link to activate the license sent by e-mail to the address given by the Client and recorded in the commercial proposal by ASKLESOFT.
7.2 – ASKLESOFT undertakes to make every effort to ensure that the Solution is accessible at all times, 24 hours a day and 7 days a week, with the exception of periods for maintenance and upkeep according to the conditions defined below.
7.3 – The User is also informed that:
· There is a possibility of disruptions in accessing the Solution, given the constraints inherent in the management and development of a software solution as well as technical hazards and the influx of users which may affect the Internet network and lead to slowdowns or unavailability that make connection impossible,
· Access to the Solution may be momentarily interrupted for reasons of necessity related to the service and in particular in order to ensure maintenance and upkeep. Maintenance operations are normally carried out between 21:00 and 07:00 French time. ASKLESOFT undertakes to inform the Client in advance of any scheduled interruption of services outside of this maintenance period.
· In the event of a security breach noted by ASKLESOFT, which could seriously compromise the security of the Solution and the Client’s Data, ASKLESOFT may, without prior notice, implement a temporary interruption of the Services in order to remedy a security breach as soon as possible. In this case, the Client may not claim any compensation, nor may ASKLESOFT be held liable for any reason whatsoever.
7.4 – In general, ASKLESOFT shall not be held responsible for any difficulties in accessing or temporary impossibility of accessing the ASKLESOFT Solution due to maintenance and updating operations, technical improvements or disturbances in the telecommunications network.
ARTICLE 8 – ASSISTANCE
ASKLESOFT undertakes to use reasonable and proportionate means to resolve any technical problems encountered by the User in the course of normal use.
Requests will be handled:
– Within 48 hours from Monday to Friday (excluding public holidays) from 9am to 6pm (UTC+1)
– And remotely by e-mail, telephone and, if necessary, using a remote access solution such as TeamViewer
In any case, the following services are expressly excluded from the assistance service and will be invoiced at the ASKLESOFT rate in force on the day of the intervention:
– Administration: data exports and configuration,
– Training of personnel in the use of the Solution; technical support cannot replace training in the use of the Solution,
– Operational work, including data recovery services, regardless of the cause of the loss of data.
– Interventions on the operating site,
– And more generally, any services not covered by the Contract.
Training can be provided by ASKLESOFT experts as required for a specific fee. All documents provided, in particular as training aids, remain the exclusive property of ASKLESOFT, the sole owner of the intellectual property rights to these documents.
ARTICLE 9 – MANAGEMENT OF DATA
Without prejudice to the provisions of the following article relating to the management of personal data, the Parties agree that:
9.1 – « Data » means any data, information, image, file, sound, text, programme, software, code or material of any kind that is used, distributed, stored, transmitted, issued, collected, processed or made available directly or indirectly by the Client using the Solution.
9.2 – The Data is kept for the duration of the Contract up to a maximum of 10 years after the current year. The security rules put in place by ASKLESOFT in the context of the use of the Solution are available on request.
9.3 – Beyond this period and/or, as the case may be, as from the expiration of the Contract, the Client has a period of three months to recover the Data, under its responsibility and at its own expense. At the Client’s request, ASKLESOFT may make the Data available to the Client in electronic form at the Client’s expense.
9.4 – At the end of this three-month period, ASKLESOFT may destroy the Data even if the Client has not yet recovered it, and the Client may not claim any compensation for the harm that may result from this destruction.
ARTICLE 10 – PERSONAL DATA
10.1 – Personal Data in connection with the performance of the objective of the Contract
When the performance of the Contract involves the processing of Personal Data, the Parties undertake to comply with the regulations applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 as well as the French Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, as amended.
When ASKLESOFT processes Personal Data on behalf of the Client as a data processor, ASKLESOFT and the Client shall enter into an agreement annexed to the Contract or by way of a later amendment, in any event prior to the implementation of any processing of Personal Data in connection with the Contract.
Any processing of Personal Data outside the European Economic Area (« EEA ») shall be subject to prior measures to ensure that the transfer complies with the General Data Protection Regulation (GDPR).
10.2 – Personal Data of the contracting party
In application of the GDPR and Articles 38 through 40 of the French Law No. 78-17 of 6 January 1978, as amended, relating to information technology, files and freedoms and in addition to the ASKLESOFT confidentiality policy accessible HERE, the User is informed that he/she has a right of access, rectification, limitation, opposition, erasure and portability of his/her data. He/she also has the right to formulate general or specific directives relating to the retention, deletion and transmission of his/her personal data after his/her death in accordance with Article 40 II of the French Law No. 78-17 of 6 January 1978.
The User may send any request accompanied by a copy of an identity document to ASKLESOFT by e-mail or post to the address cited in Article 2 of the General Terms of Use.
ARTICLE 11 – RULES OF CONDUCT
11.1 – In general in the context of the use of the Solution, the User shall refrain from engaging in acts of any nature whatsoever which could violate public order, the rights of ASKLESOFT or the rights of third parties.
11.2 – The User therefore undertakes to comply with the following rules of conduct:
– Not to use the Solution for illegal purposes or for the purposes of any illegal activity,
– To undertake to communicate to ASKLESOFT only data/information which is freely available to him/her and for which he/she considers that its use cannot in any way be prejudicial to him/her, to ASKLESOFT, or to third parties,
– Not to behave in a manner or undertake any action or activity that may hinder or disrupt the operation of the Solution or the ASKLESOFT website or damage its reputation or that of its directors,
– Not to engage in any act of unfair competition or parasitism against ASKLESOFT,
– Not to interfere with or disrupt any part of the Solution or the ASKLESOFT website,
– Not to access all or part of the Solution or the ASKLESOFT website by any means other than through the interface provided by ASKLESOFT,
– Not to divert or attempt to divert any of the functionality of the Solution from its normal use.
ARTICLE 12 – SUSPENSION OF ACCESS TO THE SOLUTION
The User acknowledges and accepts that access to the Solution may be suspended immediately, without notice and without compensation, in the event of:
– Non-compliance with the Contract and in particular with the General Terms of Use;
– Force majeure as provided for in Article 1218 of the French Civil Code;
– Disruptions to the telecommunications network, and the User is informed of the possibility of disruptions in access to the Solution given the constraints inherent in the management and development of a software solution as well as the complexity of the global networks and the influx, at certain times, of Internet users.
ARTICLE 13 – TERMINATION
Except in the event of force majeure, failure by either Party to comply with any of the provisions of the Contract, and in particular in the event of failure to comply with Articles 3 to 11 and 14 and 15 of the General Terms of Use, shall automatically result in the immediate termination of the Contract fifteen days after notice of default has been issued by registered letter with acknowledgement of receipt and which has remained without effect, if the other Party so wishes, to the detriment of the defaulting Party, without prejudice to any other rights and actions. In accordance with Article 1225 of the French Civil Code, the notice of default must specify the terms of this clause. The termination must be notified by registered letter with acknowledgement of receipt or by extrajudicial document, and shall take effect upon receipt of such notification.
ARTICLE 14 – INTELLECTUAL PROPERTY
The ASKLESOFT Solution, the ASKLESOFT logo, as well as all elements of the ASKLESOFT website, whether technical, graphic, textual or audio, including the underlying technology, are protected by intellectual property rights such as copyright, trademark or patent. They are the exclusive property of ASKLESOFT, its partners or its suppliers. Any reproduction, representation or re-use, in whole or in part, in any medium whatsoever is prohibited without the prior written permission of ASKLESOFT. Failure to comply with this prohibition constitutes an infringement which may give rise to civil and criminal liability for the infringer.
ARTICLE 15 – CONFIDENTIALITY
If, during the performance of the Contract, the User becomes aware of information or receives transmission of documents or material of any kind that is indicated as being of a confidential nature, the User is obliged to take all necessary measures to prevent this information, documents or material from being disclosed to a third party who does not need to know this. A Party may not claim confidentiality of information, documents or material which it has itself made public. This confidentiality obligation shall not apply to information, documents or material which are already publicly available at the time they are made known to the other Party.
ARTICLE 16 – GUARANTEES
ASKLESOFT guarantees that it has all the intellectual property rights to conclude the Contract and, as such, guarantees that the Solution provided in performance of the Contract does not infringe the rights of third parties and does not constitute an infringement of any pre-existing work.
On the other hand, ASKLESOFT does not guarantee that the use of the Solution will allow the User to obtain a certain result, nor to meet a specific need, unless the Parties have agreed otherwise in writing.
ARTICLE 17 – RESPONSIBILITY
17.1 – ASKLESOFT cannot be held responsible in the event of:
– The use of the Solution in a way that is not compatible with its purpose or use not expressly authorised by ASKLESOFT;
– The use of all or part of the Solution when ASKLESOFT had recommended suspending its use due to a difficulty or for any other reason whatsoever;
– The use of the Solution in an environment or configuration that does not comply with ASKLESOFT’s technical requirements, or in connection with the programmes or data of third parties not expressly endorsed by ASKLESOFT;
– The occurrence of any damage resulting from the Client’s fault or negligence, or which the Client could have avoided by seeking advice from ASKLESOFT.
17.2 – In general, ASKLESOFT is not responsible when the poor execution or non-execution of the obligations resulting from the General Terms of Use is attributable either to the User, or to the unforeseeable and insurmountable act of a third party to the Contract, or to a case of force majeure as defined in Article 1218 of the French Civil Code, namely: « any event outside of the control of the debtor, which could not be reasonably foreseen at the time of concluding the agreement and the effects of which cannot be avoided by appropriate measures and creates an obstacle for the debtor to perform its obligations. » The Parties accept as cases of force majeure, without this list being limitative: a strike (by EDF, the operator’s personnel or any other personnel), a stoppage in the supply of energy (such as electricity), an epidemic, a natural disaster, a civil or foreign war, riots or popular uprisings, attacks, loss of Internet connectivity due to the public and private operators on which ASKLESOFT depends
17.3 – ASKLESOFT shall not be held responsible for any indirect damage suffered by the User which may arise from or in connection with the performance of the General Terms of Use. Indirect damage includes, but is not limited to, loss of earnings or profits, loss of data, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the User.
17.4 – In all cases where ASKLESOFT is held liable in performance of the General Terms of Use, the User must inform ASKLESOFT immediately and at the latest within 15 calendar days following the occurrence of the reasons for the claim. In any case, ASKLESOFT shall not be obliged to pay the User an amount greater than the sums paid for the contractual period in progress at the time of the damage in the case of a service with performance spread over a period of time (successive performance), by way of damages covering any harm suffered by the User in the performance of the General Terms of Use.
17.5 – In the event of an incident or any other difficulty resulting from the performance of the Contract, the Client undertakes to implement appropriate measures, in view of the circumstances, with regard to securing the premises and persons and limiting the damage. If this obligation is not respected, ASKLESOFT shall not be required to compensate damages that the User could have avoided, even if ASKLESOFT is held responsible.
ARTICLE 18 – INVALIDITY
If any of the provisions of the General Terms of Use are found to be invalid under a current rule of law or a final court decision, they shall be deemed unwritten, without invalidating the General Terms of Use or altering the validity of the other provisions.
ARTICLE 19 – WAIVER
The fact that either party does not claim the application of a clause of the General Terms of Use or acquiesces in its non-performance, whether temporarily or permanently, shall not be construed as a waiver of the rights arising from such clause.
ARTICLE 20 – MODIFICATION OF THE SOLUTION AND THE GENERAL TERMS OF USE
ASKLESOFT reserves the right to make changes to the Solution and its General Terms of Use at any time. Each User is subject to the General Terms of Use in force at the time he/she uses the Solution.
ARTICLE 21 – APPLICABLE LAW – DISPUTES
THESE GENERAL TERMS OF USE ARE GOVERNED BY FRENCH LAW.
ANY DISPUTE, OF ANY NATURE WHATSOEVER RELATING IN PARTICULAR TO THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE GENERAL TERMS OF USE, EVEN IN THE EVENT OF RECOURSE FOR GUARANTEE OR MULTIPLE DEFENDANTS, WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURT FOR THE REGISTERED OFFICE OF ASKLESOFT.