Terms and Conditions of Sale and Use
ARTICLE 1 – ABOUT SAS QOTID ("QOTID")
The Services are provided by SAS QOTID, a simplified joint-stock company with a capital of €1,000, registered with the Créteil Trade and Companies Register under the number 877 614 289, whose registered office is located at 5 avenue du Général de Gaulle, 94160 Saint-Mandé, France ("QOTID").
ARTICLE 2 – SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE AND USE
The present general terms and conditions of sale and use ("CGVU") apply to any use and access to the Services. They are electronically validated by the Client at the time of Subscription and at each modification of the CGVU.
The CGVU take precedence over all contractual documents issued by the Client.
The Client, Administrators, and Collaborators acknowledge that they have read and understood the CGVU and agree to be bound by them. QOTID reserves the right to modify the CGVU at any time by notifying all Clients and Users of any new version via email, who agree to take note of these modifications.
ARTICLE 3 – DEFINITIONS
The terms starting with a capital letter in the CGVU have the following meaning :
Administrator(s): refers to the Client or the natural persons employed by the Client and authorized to use the Modules for professional purposes: they have access to an Account allowing them to configure the Modules and to configure or perform actions on the Accounts of the Collaborators;
Client: refers to the legal or natural person subscribing for professional purposes to the Services, which fall within the scope of their activity, including when acting on behalf of or for the account of another professional;
Collaborator(s): refers to the natural persons employed by the Client and authorized to use the Modules for professional purposes: they have access to an Account configured by the Administrator without administrative rights on the Modules;
Account: refers to a valid account granting access to the Modules and, more generally, to the Services subscribed by the Client;
Quote: refers to the written document proposed by QOTID to the Client containing its offer of Services and Pricing. In the event of contradiction between the CGVU and the Quote, the Quote shall prevail ;
Data: refers to the information, publications, and generally speaking, the data from the Client's database whose use is the subject of this contract;
Identifiers: refer to both the user's own identifier (“ login ”) and the login password (“ password ”), communicated after registration for the service ;
Internet: refers to all interconnected networks, which are located in all regions of the world ;
License: refers to the non-exclusive license for use of the Modules granted by QOTID to the Client and to Users ;
Software: refers to any software provided by QOTID to the Client and in particular the associated Solutions ;
Modules: refer to the business intelligence applications developed by QOTID and accessible as "software as a service" (SaaS) which the Client can subscribe to;
Service: refers to the provision of the Modules and the complementary services that can be provided at the request of the Client by QOTID, including configuration, assistance, or training;
Application service: refers to the service offered in SaaS mode by QOTID, allowing the use of the Solutions by the Client ;
Solutions: refer to the operational functions made available to the Client within the framework of the Application Services subject of the contract ;
Subscriptions: refers to the contractual commitment binding the Client to QOTID to benefit from the Services;
Users: refers to the person placed under the responsibility of the Client (employee, representative, etc.) who has access to the application services on their computer under the usage license contracted by the Client.
ARTICLE 4 - OBJECT
The T&Cs are intended to define the terms and conditions applicable to the Services ordered by the Client. QOTID grants the Client, who accepts: an online access right to the Solutions, a right to use the Solutions, and a set of services defined below, including data hosting, maintenance of application Services, technical support, and training.
ARTICLE 5 – CONTRACTUAL DOCUMENTS
The CGVU constitutes the entirety of the commitments existing between the Parties, hereinafter referred to as the Contract. It replaces and cancels any prior oral or written commitments related to the subject of the Contract.
It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Contract, regardless of their frequency and duration, shall not constitute a modification of the Contract, nor shall it be liable to create any right whatsoever.
ARTICLE 6 – EFFECT, DURATION AND RENEWALS
The Contract shall take effect from the date of signature of this Estimate.
Its duration is set to a period of One (1) Year, Two (2) Years, or Three (3) Years and will be renewed by tacit agreement for successive periods of the same duration, unless either Party gives notice at least three (3) months before the end of the contract or the current annual period.
ARTICLE 7 – FINANCIAL CONDITIONS
7.1 Price of Services
The financial conditions are communicated by any means of QOTID's choosing to the Client upon request before the Subscription, and notably in the Quotation.
The fees for the Services are stated in euros and are exclusive of tax and additional fees.
The Modules chosen by the Client at the beginning of the Subscription will engage them for the entire Duration. The Formula and Modules chosen by the Client are detailed in the Quotation validated by them.
During the Duration, the Client may increase the number of Modules and subscribe to a plan of a higher amount, but under no circumstances can they exchange one Module for another or decrease the number of subscribed Modules or subscribe to a plan of a lower amount.
Exempt from the fee and subject to separate billing are the following services :
● Additional training services
● Additional technical assistance services
● Additional developments
● And more generally all services not included in the SaaS offer.
QOTID reserves the right to make promotional offers that may differ from the pricing policy communicated to the Client.
QOTID reserves the right to update its pricing policy according to the Syntec index (a reference index that measures the evolution of service costs in the fields of engineering, IT services, studies, and consulting) subject to the following stipulations:
● The prices applicable to Clients upon the creation of their Account are guaranteed until the renewal of the contract. The price of a service may be revised at each contractual deadline, subject to informing the Client at least three (3) months before the contractual deadline, by a maximum amount calculated according to a formula that takes into account the Syntec index. For example (negotiation area): P1 = P0 x S1 / S0 where P1 = revised price, P0 = original contractual price, S0 = reference Syntec index retained at the original contractual date, S1 = last index published on the revision date.
● The Client is free not to renew the Subscription if they do not accept the new rates. The Client then has one (1) month to terminate the Contract. If the Client does not terminate the Contract within this period, the new pricing schedule will be applicable from the first deadline (annual or monthly) following this 30-day period.
7.2 Payment
The amounts are due by the Client under these terms and conditions and are subject to a monthly invoice, payable in advance at maturity, for the Service and auxiliary or optional services. QOTID provides the Client with the option to pay invoices by direct debit. The Client's bank details will be used by QOTID for the payment of any amounts due and arising from a concluded contract. The Service, auxiliary or optional services, and fees are payable on the date indicated on the invoice.
Without prejudice to any possible damages, the Client's failure to pay two successive invoices on their due date results in:
● The application of a late payment interest equal to three times the legal interest rate, without prior formal notice and from the first day of delay; ;
● The payment of a fixed compensation of €40 for each late invoice.
● Additional banking and management fees (collection follow-up, letters and reminder phone costs, handling of rejected bank direct debits) ;
● The immediate suspension of Services ;
● In case of the Client's commitment, the immediate application of amounts to be paid until the due date specified in the Contract.
7.3 Invoices
Invoices are issued solely by electronic means, which the Client expressly accepts.
The Client agrees to inform QOTID of any changes to their postal and banking address or any other information necessary for payment.
The Client agrees to keep active the payment methods (bank account, credit card) associated with their account, particularly in the case of direct debit, and to inform QOTID in a timely manner of any changes to banking details to allow for adjustments and to continue the direct debits.
Any dispute regarding an invoice must be expressed in a letter or email sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice (or pro forma invoice).
In the absence of such a letter or email, the Client will be deemed to have accepted the invoice.
ARTICLE 8 – DESCRIPTION OF APPLICATION SERVICES
8.1 Application solutions
QOTID provides the Client with the Solutions accessible on its server via the Internet network.
Under the conditions of article 14, QOTID grants the Client the non-exclusive right to use the Solutions and access the Modules subscribed by the Client.
A warranty is provided by QOTID from the date of access to the application Services against any programming defects and for a duration of two (2) months. This warranty is no longer valid if a third party intervenes in the programs.
Beyond this two (2) month period, any intervention requested by the Client will be charged based on the current rates for maintenance services provided in article 13 of these terms.
8.2 Users
By default, the account set up by QOTID is an account for an Administrator. When the Client subscribes to accounts for one or more Collaborators, they have access to the Services under the conditions defined by the Administrators.
Administrators may, under their own responsibility, offer dedicated free access to third parties who are exclusively co-contractors of the Client, who will be able to view the Content defined by the Administrators and, if applicable, download it.
8.3 Network
The connection to the Services is made via the internet network. The Client acknowledges having been informed by QOTID of the technical prerequisites necessary for the optimal functioning of the Services, namely a computer connected to the internet network, a Windows XP or higher operating system, Linux or MacOS, and a web browser. The Client also takes note of the fact that these prerequisites may evolve, particularly for technical reasons.
The Client is solely responsible for access to the Services and for their choice of a network operator. QOTID cannot be held responsible for access difficulties due to Internet network disruptions and/or an event beyond its control.
ARTICLE 9 – ACCESS TO SERVICES
The Client will exclusively use this access right. They will be able to connect at any time – except during maintenance periods – namely :
● 24 hours a day,
● 7 days a week,
● Including Sundays and public holidays,
Access is carried out :
● From Client computers
● From any mobile Client computer
● Using the Credentials provided to the Client
9.1 Registration and creation of the Administrator Account
To access and use the Services, the Client and Users must be legally capable of contracting and are subject to all applicable laws (French and/or foreign). The Services must be used for professional purposes only. At the Client's request, QOTID will create the Administrator Account, using the following information that the Client has provided to it:
● The name of the company;
● First and last name of the Administrator,
● An email address;
● A phone number;
● The country.
The email address must remain valid as long as the Account remains active. In case of a change of the Account Administrator, the Client or the concerned Administrator must notify QOTID in writing via email or support request, providing the new relevant information for the modification of the Account and updating the Account for the new Administrator.
9.2 User Accounts
The Administrators and the Collaborators declare that they are authorized to use the Services and have accepted the terms on behalf of the Client.
The Administrator configures the Accounts of the Collaborators.
9.3 Password
The identification of the Client when accessing the Application Services is done using:
● An identifier assigned to each User by QOTID,
● And a password communicated to the Client by QOTID.
The Client will use the Identifiers that have been communicated to them during each connection to the Application Services.
The Identifiers are intended to restrict access to the Solutions covered by the Contract to the Client's Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability, and confidentiality of the Client's Data as transmitted by the Users.
The use and preservation of identifiers and passwords are solely the responsibility of the Client. Any use by the Client of its identifiers and passwords is deemed to constitute, in an irrefutable manner, the use of the Services by the Client, which the latter expressly accepts.
In this context, any loss or involuntary disclosure of elements that could allow a third party to become aware of the Client's identifiers and passwords must be immediately reported in writing to QOTID.
The Client commits to not allowing unauthorized persons to access the Services and must ensure that each authorized User complies with the confidentiality rules of their identifiers and passwords.
The Services are provided to the Client within a shared infrastructure using QOTID's resources, subject to the Client's compliance with its obligations, particularly regarding the payment of the Internet connection fee without which no access to the Services is possible.
The password associated with the Account is strictly personal and confidential and should not be shared with third parties. Users are responsible for the loss or theft of their password.
QOTID recommends that Users regularly change their passwords and choose complex passwords that include letters, numbers, and specific characters.
QOTID encourages Users to consult the CNIL website, which offers a list of tips for managing their passwords securely.
ARTICLE 10 – PAYMENT SERVICE AND ELECTRONIC MONEY
In order to offer payment and electronic currency services to the Client via the Solution, Qotid has entered into a partnership with Swan SAS (RCS 853 827 103), an electronic money institution authorized to provide approved payment services under number 17328 by the ACPR.
These services are integrated into the Solution, provided by Swan, and governed by Swan's terms and conditions available which the Client must accept separately with Swan.
Qotid is registered as an intermediary in banking operations and payment services (IOBSP) with Orias (non-exclusive agent, MOBSP, no. 24004296, Qotid, 5 avenue du général de Gaulle, 94160 Saint-Mandé)
In this capacity, the Client authorizes Qotid to transmit to Swan the information related to the Client that Swan needs as an electronic money institution.
ARTICLE 11 – DIAGNOSTICS AND SETTINGS
At the Client's expense:
Implementation of all necessary means to enable QOTID to ensure the configuration of the Solution and the provision of the necessary data for the operation of the application.
At QOTID's expense:
Implementation of human and material resources to ensure the accomplishment of the mission.
QOTID undertakes to assist the Client in the context of diagnosing and studying their needs, with the aim of defining:
● The sources of information (Data) of the Client, which will be exported to the Solution,
● The format of the dashboards the Client wishes to see to populate the Solution’s database,
● QOTID commits to configuring the dashboards provided that these dashboards do not affect the proper functioning of the Solution.
QOTID agrees to configure the Solution and integrate the Client's Data within a reasonable time agreed upon with the Client. However, QOTID cannot be held responsible in the event of a delay or non-response from the Client and/or the service providers acting on behalf of the Client for the configuration of the Solution. In case of any proven delay attributable to QOTID's responsibility, a suspension of billing may be considered.
From the date of written notification by email from QOTID to the Client regarding the completion of the configuration services for the Solution, the Client will have a period of twenty (20) working days to analyze and verify the compliance of the configurations made (“ acceptance period ”).
At the end of this period, the Client may :
● Pronounce the unconditional acceptance of the configurations by returning the duly signed minutes. Silence maintained for eight (8) calendar days starting from the expiration of the acceptance period will be deemed as unconditional acceptance of the configurations made.
● Pronounce the acceptance with reservations of the configurations made, specifying in the minutes of acceptance the nature and reason for these reservations. QOTID will have a period of twenty (20) working days from the receipt of the acceptance minutes to correct the Client's configuration, it being specified that the execution of the corrections will constitute acceptance of the configurations.
Any new requests from the Client after acceptance of the configurations will be made within the framework of the maintenance of the Solution as defined in Article 12 and may be subject to additional billing.
ARTICLE 12 - FORMATION
At the request of the Client, QOTID can provide training for Users on the use of the Solutions. This training, with a minimum duration of two (2) hours, will be charged at €150 per hour. Each training session will be limited to 10 people. This training will take place remotely via screen sharing.
At the request of the Client, QOTID may also conduct the training at the address specified by the Client. These services may be performed at the sole discretion of QOTID, at the request of the Client or upon proposal by QOTID, and according to financial conditions to be defined between the Parties.
QOTID reserves the right not to process requests or inquiries from Users who are not trained or certified by its services.
ARTICLE 13 - MAINTENANCE
QOTID supports the corrective and evolutionary maintenance of the Solutions.
Assistance only relates to the Solution and Application Services provided to the Client, excluding the internet connection and/or the Client's configuration, which is solely the Client's responsibility.
13.1 Corrective Maintenance
A support service to address anomalies is available from Monday to Friday, inclusive, from 9 AM to 5 PM. Reports of anomalies must be confirmed by email to QOTID without delay. QOTID diagnoses the anomaly and then implements its correction.
QOTID may intervene on its own initiative to remedy anomalies. The correction of anomalies may result in the unavailability of the Solution for a maximum foreseeable duration of eight (8) consecutive hours.
It does not include the following services:
● Adaptive maintenance, aimed at adapting the Solution, particularly to changes in legislation and the regulation of accounting standards,
● Evolutionary maintenance, consisting of improving the Solution by making changes and/or developing a new version with new features compared to the previous version,
● Services related to the correction of anomalies caused by incorrect use of the Solution by the Client,
● Services related to the correction of anomalies caused by malfunctioning Client hardware and/or software solutions hosted by the Client,
● Additional technical support services,
● Services that are not directly related to the Solution and Application Services,
● Any anomaly or malfunction resulting from the integration by the Client on their IT configuration of software not granted by QOTID and/or not covered by Maintenance services,
● The integration of new systems used by the Client to replace or add to the systems used at the time of signing the Contract, which are necessary for the use of the Solution and Application Services.
These services may be performed solely at QOTID's discretion, at the Client's request or upon QOTID's proposal, and under technical and financial conditions to be defined between the Parties.
13.2 Evolving maintenance
If the Client has placed an order, they benefit from updates and functional developments of the Application Services.
QOTID commits to providing the updated documentation of the new versions of the Solutions.
The corrections and developments of the Application Services are expressly subject to the Contract.
ARTICLE 14 – OBLIGATIONS OF QOTID
14.1 Obligations of QOTID
QOTID grants the Client and Users on behalf of the Client a non-exclusive right to access and use the Services in accordance with these terms.
QOTID undertakes to exercise caution and diligence in providing quality service, in accordance with industry standards and best practices.
QOTID will strive to provide permanent access to the Modules, 24 hours a day and every day, except in the case of scheduled maintenance as defined in Article 16.1.3 of these terms, suspension of access to the Modules for one of the reasons provided in that same article, or force majeure as defined in Article 27 of these terms.
14.2 Obligations associated with Client Content
QOTID commits to:
● take the necessary measures to ensure the security and confidentiality of the Content during the Duration;
● not use the Content for any purpose other than providing the Modules (including the associated technical support);
● not modify or change the Content;
● take all reasonable precautions to ensure the physical protection of the Users' Content.
ARTICLE 15 – OBLIGATIONS OF THE CLIENT AND USERS
The Client agrees to comply with all the provisions of these terms of use, particularly the conditions and modalities for accessing and using the Services.
The Client declares having been informed, prior to accepting these terms, of the technical characteristics of the Solution, as well as the specificities for the user of the Services.
The Client agrees to use the information concerning the Software made available to him only for his own needs and for the sole purposes specified in these terms.
The Client agrees not to export or integrate any content and/or file containing computer viruses or any other code, file or program designed to interrupt, destroy or limit the functionality of any software, mobile terminals, computer or telecommunications tool, without this enumeration being limiting.
The Client also agrees not to interfere with or disrupt the Services and/or the QOTID Servers and to comply with the necessary conditions, procedures, and any other rules communicated to him by QOTID for the proper implementation of the Software.
The Client acknowledges having the necessary rights (permissions, licenses, etc.) to operate the Data he inputs into the Software.
ARTICLE 16 – LIABILITY AND EXCLUSION OF WARRANTIES
16.1 Responsibilities and guarantees of QOTID
16.1.1 General
QOTID provides the Services under an obligation of means.
The Services can never replace the administrative and management functions and obligations of the Clients. Subject to the Subscription to the relevant Services, QOTID's assistance is only provided for the use of the Modules, but not for the organization or management of the Clients' activities.
The information provided by QOTID does not constitute advice, whether commercial, financial, legal, or of other natures.
QOTID does not guarantee that the Services will allow the Client to achieve the expected results or to meet desired objectives. More generally, QOTID does not guarantee that the Subscription to the Services will improve the Client's business performance.
This clause is essential for QOTID and is part of the Parties' agreement.
In no event shall QOTID be directly or indirectly liable for any damage caused to Clients, Users, or a third party due to their fault. QOTID reserves the right to cease the marketing of the Services without compensation after a notice of two (2) months and to modify the Services at its sole discretion, including with respect to the functionalities of the Modules.
16.1.2 Hosting of Client Content, archiving, and security
QOTID only allows access to the Services and the Content to specifically authorized individuals. QOTID implements the necessary technical measures and means to ensure the security of connections, Client Content, and their Personal Data. For this purpose, QOTID employs a process that allows the encryption of any information. This encryption process protects the data by systematically scrambling the information before it is transferred to the Solution.
16.1.3 Services
QOTID does not guarantee that the Services are free from anomalies or errors, that they can be corrected, or that the Modules will operate without interruption or malfunction, or that they are compatible with hardware or configurations other than those expressly approved by QOTID.
Updates to the Modules may take place at any time and may cause a temporary interruption of the Services. QOTID reserves the right to temporarily suspend access to the Services:
● to perform technical maintenance or improvements to the Services that will contribute to their proper functioning or to repair a failure. QOTID will make its best efforts to notify the Client of these interruptions;
● in the event of server unavailability for any reason;
● in the case of non-payments, breaches of these conditions, or attacks by a third party on the security of the Modules and Content hosted by QOTID.
No temporary interruption of the Services shall give rise to any compensation for the Client. The Services may be modified based on improvements and updates made without notifying the Client and Users. The Services may be changed, amended, and/or otherwise modified at any time and at the sole discretion of QOTID.
16.2 Warranty Limitation of QOTID
TO THE EXTENT PERMITTED BY APPLICABLE LAW, QOTID’S SERVICES ARE PROVIDED AND LICENSED AS-IS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. QOTID DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
For any reason, QOTID's total cumulative liability shall never exceed the amount actually received from a Client as payment for the Services during the Term. QOTID's liability can only be engaged for the sole damage directly and exclusively caused by QOTID, without any joint or several liability with third parties that contributed to the damage.
16.3 Responsibility and Warranty of the Client
16.3.1 Access and use of the Services
The Client acknowledges that the Solution constitutes a particularly complex platform, especially in terms of IT technology.
As of the current state of knowledge, testing and experiments cannot cover all possible uses. The Client therefore agrees to bear the risks of inadequacy or unavailability of the Service. The Client acts as an independent entity and, consequently, assumes all risks of its activities. It is solely responsible for the Subscription, the information content, and the files transmitted, distributed, or collected, as well as their functioning and updating.
The Client is responsible for:
● its access and use of the Services, including by its Users;
● obtaining and maintaining all equipment necessary to access the Services and ensuring that such equipment is compatible with the Services.
The Client may, at its own risk, grant access to its Account to its clients. The Client's insurance must cover these risks. The Client must make all claims against QOTID within forty-eight (48) hours following the event.
16.3.2 Client Content
The Client and the Users agree that QOTID has no control over their Content. The Client and the Users warrant that they are fully and solely responsible for the Content and that they own all rights, or have obtained all necessary permissions for the use of the Content.
The Client and the Users are responsible for any publication of Content on their Account. They must not provide Content that could be deemed illegal, indecent, or harmful in any way or form, or that they are not authorized to do so, including, but not limited to, Content that would violate third-party rights.
16.3.3 Client and User Equipment
To use and improve the Services, QOTID may recommend technical prerequisites or certain configurations. The Client and Users are responsible for following these technical prerequisites or recommendations.
The Client and Users are solely responsible for their internet connection and all related costs.
The Client and Users agree that QOTID may automatically update this software, and these terms will apply to those updates.
The Client and Users acknowledge that QOTID cannot be held responsible in the event of internet disruption, viruses affecting their data and/or software, the potential misuse of Account passwords, and, more generally, all damages caused by third parties.
The Client is solely responsible for the use and implementation of security, protection, and backup measures for their equipment, Content, and software.
In this regard, they agree to take all appropriate measures to protect their Content. The User agrees not to commit any acts that could compromise the security of the Services.
16.3.4 Client Guarantees
The Client guarantees QOTID (and its affiliates and subsidiaries and their directors, officers, employees, agents) against any claim or demand, including reasonable attorney fees, made by a third party due to the breach of these conditions, their misuse of the Services (including by Users) or the violation of any law or third-party rights. The Client acknowledges using the Services in compliance with applicable laws and regulations.
ARTICLE 17 - LICENSE
From the date of signature of these conditions, QOTID grants the Client a personal, non-exclusive, non-transferable right to use the Solutions, for the duration of the Contract and worldwide.
This right of use does not grant the Client the right to:
● Reproduce permanently or temporarily the Solution and Application Services made available to them, in whole or in part, by any means and in any form, including during the change, display, execution, or storage of the Software,
● Modify and adapt the Solution and the Application Services/or merge all or part of the Solution and Services with other software programs,
● Compile the Solution and the Application Services, decompile it, disassemble it, translate it, reverse engineer it, or attempt to do so,
● Assign, sell, lease, grant licenses to use to third parties or distribute in any way the Solution and Application Services, including to companies within its group,
● Make any backup copy of all or part of the Solution and the Application Services,
● Make any alteration, correction, arrangement, translation, or modification of the Solution and the Application Services,
● And correct by themselves any anomaly affecting the Solution and the Application Services, whatever it may be, QOTID reserving this right exclusively.
The Client acquires no rights to the source code affecting the Solution and the Application Services, QOTID reserving the sole right to modify the source codes to correct any defects and anomalies and/or to evolve the Services.
Given the nature of these terms and the pooling of Services, the Client has no access to the source codes of the Solution and Services, including in the event of QOTID's failure to meet its contractual obligations, which the Client expressly accepts.
The right to use is granted for the personal and exclusive needs of the Client, who expressly prohibits allowing a third party to their company access or use of the Software, except by prior specific written agreement between the Parties.
ARTICLE 18 – DATA PROCESSING
18.1 Data Exploitation
The Client is solely responsible for the quality, legality, and relevance of the Data and content that it transmits for the purpose of using the Modules. It also guarantees that it holds the intellectual property rights enabling it to use the Data and content. Consequently, QOTID disclaims any responsibility in case of non-compliance of the Data and/or content with laws and regulations, public order, or the needs of the Client.
The Client guarantees QOTID upon first request against any damage that may result from being challenged by a third party for a violation of this guarantee.
More generally, the Client is solely responsible for the content and messages distributed and/or downloaded via the Application Services. The Client remains the sole owner of the Data constituting the content of the Solutions.
18.2 Data Security
Each Party agrees to implement appropriate technical means to ensure the security of the Data.
Subject to Article 23, QOTID commits to preserving the integrity and confidentiality of the Data contained in the Solutions. QOTID establishes technical and organizational measures designed to prevent any fraudulent access or use of the Data and to prevent any loss, alteration, or destruction of the Data.
However, QOTID may access the Data for purposes related to the Services, which the End Customer acknowledges and accepts.
18.3 Data Security
TO THE EXTENT PERMITTED BY APPLICABLE LAW, QOTID’S SERVICES ARE PROVIDED AND LICENSED AS-IS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. QOTID DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
For any reason, QOTID's total cumulative liability shall never exceed the amount actually received from a Client as payment for the Services during the Term. QOTID's liability can only be engaged for the sole damage directly and exclusively caused by QOTID, without any joint or several liability with third parties that contributed to the damage.
ARTICLE 19 – PERSONAL DATA PROTECTION
The European Regulation 2016/679 of April 27, 2016 (GDPR), which came into effect on May 25, 2018, provides a new framework for the protection of personal data. In particular, Article 28 of the GDPR specifies that the data controller and the processor must include a certain number of specific mentions related to the processing of Personal Data in the contract; these are addressed in this article.
19.1 Description of the treatment
QOTID collects and processes the data that Users voluntarily provide in order to access the Solution and use the Solution in accordance with these terms, as well as data regarding Users' preferences and traffic: name, first name, email, address, phone number, date of birth, photograph, identifiers, IP address…
QOTID may also process this data in order to offer its Clients and prospects commercial offers.
If the Client uses the services to process other Data or categories of Personal Data or for other processing or purposes, the Client does so at its own risk and QOTID cannot be held responsible in case of non-compliance with regulations.
The individuals concerned by the processing are: the Client, the Client's employees; the Client's customers, prospects, and suppliers, etc.
19.2 Obligations of the Parties: general
The Parties acknowledge that QOTID, in order to fulfill its obligations under these terms, will have access to and will process the Personal Data provided by the Client as a subcontractor within the meaning of the regulations.
The Client acknowledges that the resources implemented by QOTID under these terms constitute sufficient guarantees of compliance with regard to the regulations.
QOTID commits to processing the Personal Data defined in Article 18.1 of these terms solely for the purposes and under the conditions agreed upon, in order to provide the services and fulfill its obligations.
As the data controller, the Client is responsible for complying with its own legal and regulatory obligations regarding the processing of Personal Data. The Client commits to complying at all times with the applicable laws and regulations in this matter.
As a subcontractor, QOTID limits itself to following the documented instructions of the Client regarding processing, subject to alerting the Client in the event of non-compliant instructions given under the regulations.
The Parties acknowledge that the fulfillment of the purpose of these terms and the use of the Services constitute the documented instructions of the Client. It is specified that any instruction not documented in writing or non-compliant with regulations will not be taken into account by QOTID.
QOTID will immediately inform the Client if, in its opinion, any instruction constitutes a violation of these regulations or other provisions of Union law or the law of the Member States related to the protection of Personal Data.
It is understood that QOTID cannot be held responsible for decisions made by the Client as the data controller and that the purpose of these terms is not the provision of legal advice.
19.3 Subcontractor obligations
19.3.1 Security and Privacy
The Client acknowledges that the following measures satisfy the security and confidentiality obligation necessary for the processing to comply with regulations:
● The hosting of the Client's Data and the Services is provided by Google Cloud Platform.
● The control of security and updates of QOTID's operating software is performed in real-time;
● QOTID employs a security protocol to encrypt data transfers. This encryption process protects the data by systematically scrambling the information before its transfer to the Solution.
QOTID only allows access to the Services and the Client's Data to persons specifically authorized by QOTID and by the Client.
Each QOTID employee is bound by a commitment to the protection of Personal Data;
QOTID will notify the Client of any breach of Personal Data entrusted to it by the Client, as soon as possible after becoming aware, considering the notification period allotted to the data controller by Articles 33 and 34 of the GDPR.
QOTID will promptly investigate any breach of Personal Data to remedy such a breach.
QOTID will quickly inform the Client of the corrective measures and actions taken to address it.
19.3.2 Subsequent subcontracting
The Client agrees that QOTID may use subcontractors acting on its behalf and for its account to assist in processing the Client's Personal Data.
QOTID enters into a contract with any subsequent subcontractor containing the same obligations as those set forth in these conditions, notably requiring the subsequent subcontractor to process the Client's Personal Data only in accordance with QOTID's written instructions.
QOTID remains fully responsible to the Client for any processing carried out by the subsequent subcontractor in violation of the obligations set forth in these conditions.
19.3.3 Return, destruction of personal data
At the end of this Agreement, at the Client's choice and within 30 days from the request made by the Client to QOTID for this purpose, QOTID will immediately return to the Client all Personal Data and all copies thereof, or, will securely delete or destroy the Personal Data.
ARTICLE 20 – INTELLECTUAL PROPERTY
20.1 Intellectual Property of QOTID
The Modules, the Site, and the Services belong without any limitation to QOTID.
The Client and the Users are authorized to use the Services in accordance with the License. All rights not expressly granted by these terms are reserved.
The software developed by QOTID is original works protected by intellectual property rights and international conventions. The Client and the Users guarantee that they will not modify, rent, borrow, sell, or distribute these works, or create any derivative works based in whole or in part on them. They agree not to implement any reverse engineering process, except under legal conditions.
No use of the name or trademark of QOTID may occur without its prior written consent.
The Client and the Users acknowledge that QOTID is the sole owner of its intellectual property rights, and in particular the Modules, and must not at any time contest this ownership or the validity of QOTID's intellectual property or the rights attached to it.
The elements available via the Services or on the Site such as software, databases, tools, the platform, web pages, texts, photographs, images, icons, sounds, videos, and more generally all the information available to the Clients and Users are the property, fully and exclusively of QOTID.
None of the Parties acquires any intellectual property rights over the databases of the other, nor over its trademarks, designs, graphics, screens, or software. The Client and the Users are authorized to use the Modules only under the terms of the License.
20.2 Clients' intellectual property
The Client Data belongs to the Client who expressly authorizes QOTID to use this data exclusively under the conditions and limits provided, in particular in its articles 16.2 and 18.
ARTICLE 21 – EVICTION GUARANTEE
QOTID declares and guarantees :
● That the Solutions it has developed are original within the meaning of the French Intellectual Property Code,
● That it holds all intellectual property rights that allow it to enter into the Contract.
QOTID declares and guarantees that the Solutions are not likely to infringe the rights of third parties.
ARTICLE 22 – TERMINATION
22.1 Termination by the Client
The Client may terminate the Subscription by informing QOTID by any written means that provides proof of its receipt, subject to the notice period defined in Article 6.
Any termination will be effective at the end of the initially chosen Duration: the entirety of the initially chosen Duration will be billed despite the termination during the Subscription unless the Client opted for a non-binding plan, in which case the Client will be billed on a pro-rata basis at the date of termination.
No refund or credit can be made for partial use of the Services.
In the event of a breach of contractual obligations or significant modification of the Contract, the Contract may be terminated automatically by the Client one (1) month after sending a letter of formal notice sent by registered mail with acknowledgment of receipt that remains without effect. The formal notice will indicate the failure or failures observed.
In the event of a termination, the Client will cease to use all access codes to the Solutions and application Services.
22.2 Termination by QOTID
QOTID reserves the right to terminate a Client's Subscription at any time in the event of non-compliance with its contractual obligations by that Client or by the Users on behalf of which the Services are used. QOTID reserves the right to unilaterally terminate a Client's Subscription if the Stored Content causes operational issues or issues related to its servers.
The affected Client will be notified by registered letter or email, and the Users will have access to the Modules for a period not exceeding one (1) month.
The Prices paid by the Client corresponding to the Duration remaining after the above notice will be refunded.
22.2.1 Access to data / Data restitutions / Data erasure
After the Duration or Termination of the Subscription, whatever the reason, Clients may, within three (3) months following the end of their subscription, request from QOTID a copy of the last backup of their content, which QOTID will return in a structured, commonly used format that is readable by any terminal. This return will be made in the form of a download or, if the volume is too large, by sending an external medium.
All costs of retrieving the Client's items, the external medium, and secure sending will be subject to a quote and will be borne by the Client.
QOTID will delete the Clients' Content from its servers one (1) year after the end of their subscription.
ARTICLE 23 – NO RIGHT OF WITHDRAWAL
In accordance with the Consumer Code, the right of withdrawal does not apply to Services provided by QOTID as they are exclusively intended for professional Clients and fall within the scope of their activity, including when they act on behalf of or for the account of another professional.
ARTICLE 24 – CONFIDENTIALITY
Each Party agrees to (i) keep confidential all information it receives from the other Party, and in particular (ii) not disclose the other Party's confidential information to any third party, other than employees or agents who need to know it, and (iii) use the other Party's confidential information only to exercise its rights and fulfill its obligations under the Contract.
Notwithstanding the above, neither Party shall have any obligation regarding information that (i) has fallen and will fall into the public domain independently of any fault by the Party receiving it, (ii) has been developed independently by the receiving Party, (iii) was known to the receiving Party before the other Party disclosed it to them, (iv) has been legitimately received from a third party not subject to a confidentiality obligation, or (v) must be disclosed under law or by order of a court (in which case it shall be disclosed only to the extent required and after having notified in writing the Party providing it).
The Parties' obligations regarding confidential information shall remain in effect for the duration of the Contract and as long thereafter, after its termination, as the information concerned remains confidential for the disclosing Party, and, in any event, for a period of three (3) years after the termination of the Contract.
The Parties also undertake to ensure compliance with these provisions by their personnel, and by any employee or third party who may intervene in any capacity in the context of the Contract.
ARTICLE 25 – NON-SOLICITATION OF PERSONNEL
The Client agrees not to hire or solicit the hiring or services (in any form whatsoever), for himself or for a third party, directly or indirectly, any employee of QOTID (that is to say, any person employed by QOTID on the date of the conclusion of the Subscription, or who would enter into an employment contract with QOTID during the Duration, regardless of whether they left QOTID during this Duration) or to encourage any of QOTID's employees to cease the functions they perform or will perform within the company or subsidiary of QOTID.
This obligation will end twenty-four (24) months after the termination of the Subscription for any reason whatsoever.
In the event of non-performance of this article, the Client agrees to pay QOTID as a penalty clause, an amount equal to twenty-four (24) months of the monthly salary (deducting the employer and employee social contributions) paid by QOTID to the concerned employee at the date when the non-performance of the obligation is established.
This penalty will be due for each employee of QOTID who would be hired by the Client or whose services would be solicited by the Client in any form whatsoever. In accordance with Article 1228 of the Civil Code, QOTID may pursue the forced execution of this obligation instead of claiming payment of this penalty clause.
ARTICLE 26 – REFERENCE
Unless otherwise agreed, QOTID may mention the Client's name in any document, electronic or otherwise, as well as in any advertising for commercial reference.
ARTICLE 27 – MODIFICATION OF THE TERMS OF SERVICE
QOTID reserves the right to modify these terms, including the Price, at any time. The Client will be informed by email, sent by QOTID, about the nature of the changes. These changes will take effect as soon as the information email is sent by QOTID, unless the Client terminates under the conditions provided in Article 22.
ARTICLE 28 – FORCE MAJEUR
No party shall be liable for any defect or delay in performance caused by an element constituting a force majeure event under Article 1218 of the Civil Code, such as but not limited to fires, floods, natural disasters, earthquakes, disruption of Internet connections by the service provider, cyber-attacks, strikes, lockouts ("Force Majeure").
In this case, the obligations of the Parties shall be suspended from the notification of this exonerating cause by one Party to the other Party and this shall continue until its cessation.
Insofar as such circumstances persist for a period exceeding fifteen (15) days, the Parties agree to engage in discussions with a view to modifying the terms of their respective commitments.
If no agreement or alternative is possible, these commitments may then be terminated without damages, upon simple written notification by registered letter with acknowledgment of receipt, without compensation or notice.
ARTICLE 29 – APPLICABLE LAW
By express agreement between the Parties, these terms of use are governed by French law, notwithstanding any conflict of law rule that may be applicable.
For all disputes that may arise from these terms of use, regarding their validity, interpretation, formation, execution, termination, consequences, and follow-ups, the Commercial Court of Paris shall have exclusive jurisdiction, even in cases of urgent proceedings, multiple defendants, or calls for guarantees.
ARTICLE 30 - MISCELLANEOUS
The present terms represent all contractual provisions established between the Parties and relating to the Services. In this regard, it replaces and cancels any previous agreement between the Parties with the same subject, whether these agreements are oral or written.
The fact that one of the Parties does not invoke against the other Party the breach of any contractual obligations cannot be interpreted as a waiver to invoke it later.
The Parties certify that the signatories of these terms of use are duly authorized for the purposes hereof.