GENERAL CONDITIONS OF USE OF BYPATH SERVICES
These General Conditions of Use are applicable to the Services provided by the BYPATH Company, a simplified joint-stock company with capital of 169,624 euros, registered with the Register of Business and Companies of Nanterre under the no. 794 713 503, headquartered at 6-10 Rue Troyon, 92310 Sèvres, France, whose Customer is understood to be any physical person or legal entity having subscribed to the said Services.
The BYPATH Company and the Customer are referred to together as “the Parties”, or individually as “the Party.”
Purchase Order: designates an order submitted and accepted by a Customer who had subscribed to ByPath Services, indicated the type of service selected, its duration of use, its price and any other specific condition.
Customer: designates the legal entity or the physical person based in France or abroad which, for the purposes of its business activities, has subscribed to the Services.
General Conditions of Use or GCU’s: designates this document.
Contract: designates the GCU’s and the Purchase Order signed by the Customer.
Data: designates the data produced from public data bases and/or from the Open Data source, including data of a personal nature as defined by regulations, accessible through the Services.
Term of Subscription: designates the period during which the Customer has acquired the right to access the Services, whether during the framework of the initial period or any subsequent renewal period.
Services: designates the service of visualization (datavisualization) of public data and/or data produced from Open Data sources which the Company has developed and which it is providing to the Customer. The Services are described in the business documentation of the Company, in the form of help screens included in the Services and/or in the Purchase Order.
Company: designates the ByPath Company such as identified in the preamble to the GCU’s.
Authorized User: designates any identified physical person, acting on behalf of the Customer, and who is authorized to have access to the Services.
The purpose of the GCU’s is to set the legal, business and financial conditions of subscription and of access to the Services by the Customer.
Access to the Services by the Customer implies full and complete acceptance of the GCU’s.
- RIGHTS OF ACCESS TO THE SERVICES
3.1. The Customer has the personal, non-exclusive and non-transferrable right to access the Services, for the Term of Subscription appearing on the Purchase Order, limited to the number of Authorized Users specified by terms of the Purchase Order.
This right of access is exclusively granted to the Customer and to its Authorized Users and only for its internal use.
3.2. The Company will furnish to each Authorized User an individual screen name and a confidential password to access his/her personal page.
3.3. The Customer commits to follow the technical prerequisites for the proper functioning of the Services such as are described in the technical and business
- AVAILABLITY OF SERVICES
4.1. The Services are available during the entire period of the Term of Subscription, subject to:
- – maintenance operations planned by the Company or suspensions for which the Company is not responsible.
- – Customer conditions of use for the Services which would present a risk or which would be considered to be fraudulent by the Company.
– a failure in its contractual obligations on the part of the Customer in regard to the GCU’s and in particular in the event of a late or missing payment.
4.2. In the event of suspensions of the Services caused by the Company for a period of seven (7) consecutive days or more, the Contract shall be extended free of charge for the Customer for the duration of the said suspension without the Client being able to claim any other compensation.
- EFFECTIVE DATES / DURATION
The GCU’s shall be in effect from the time the Purchase Order is signed by the Customer and for the entire Term of Subscription to the Services, unless cancelled in compliance with the article “Cancellation”.
At the end of the Term of Subscription, the Services will be renewed automatically by tacit agreement for a new Term of Subscription, unless cancelled at least thirty (30) days before the end of the contract by one or the other of the Parties by registered letter with notice of receipt.
The price of the Services shall, on the date of each renewal, subject to change based on the drop or the rise in the Syntec formula, according to the following formula:
P1 = P0 x (S1 / S0)
P1 : revised price
P0 : original contract price or last revised price
S0 : SYNTEC reference index used on the original contract date or at the time of the latest renewal.
S1 : latest index published before the renewal date
- PRICE FOR THE SERVICES / CONDITIONS FOR PAYMENT / PENALITIES
6.1. The price of the Services is set in the Purchase Order.
Unless otherwise stated in the Purchase Order, (i) the price of the Services is payable annually and in advance. It is based on the subscribed Services and not on their actual use. The number of Authorized User subscriptions may not be reduced during the Term of Subscription, but only at the time of its renewal under conditions described in Article 5 above and subject to the Company being informed of the same by registered letter with notice of receipt and respecting a notice period of thirty (30) days before the term of the current contract.
6.2. Failure to make a total or partial payment by the Customer of even one bill by its due date shall immediately, and without prior notice, bring about the application of late penalties calculated in the marginal rate of the European Central Bank, increased by 10 times without its being less than 3 times the legal interest rate, or it can bring about the right of the Company to suspend access to the Services.
Beyond the late penalties, the Customer shall be required to make a lump-sum indemnity payment for recovery costs totaling 40 euros in compliance with Article L441-6 and D441-5 of the Business Code, it being specified that the Company reserves the right to request, upon presentation of supporting documentation, an additional indemnity should the stated costs of recovery exceed this amount.
A formal notice or recovery by legal means will bring out, in the end, the application of a penalty clause calling for an increase equal to 20% of the payment not made.
- INTELLECTUAL PROPERTY
The Customer acknowledges and states that the Company is the sole owner of the intellectual property rights on all the applications and/or programs and/or data bases allowing access to the Services (brand names, logos, symbols, interface, ergonomics, etc.)
Consequently, the Customer is forbidden to file a complaint, directly or indirectly, in any way whatsoever, and in particular to sell, lease or sublease the Services, modify, change, disassemble or decompile, or alter the applications and/or programs included in the Services.
- LIABILTY / SAFEGUARDS
8.1. The data accessible through the Services are considered to have come from reliable sources. However, the Company shall in no case be held liable for errors made by the said sources, nor for the accuracy and/or exhaustiveness of the data. The Customer assumes total and complete responsibility for the use of the entire set of data.
8.2. The Company emphasizes most specifically that the “send an email” Service through an “automatically reconstituted email” is offered within the framework of bundling carried out by the Company according to its own management rules.
Consequently, the Company does not guarantee in any event the accuracy of this email.
8.3. The Authorized User is responsible to keep his/her screen name and password secret. He/she is expressly forbidden to divulge these items to any third party, no matter what the nature of it is. The Authorized User assumes sole responsibility for the risks linked to the use of his/her screen name and password.
The Company cannot be held liable if the non-performance or poor performance of its obligations are the fault of the Customer, or are due to technical limitations beyond its control, in the event of the occurrence of a case of force majeure or the action of a third party, or of an event beyond its control.
8.4. The Company declines all responsibility:
- – in the event of interruption of the Services, in particular for maintenance, the occurrence of bugs or function errors, as well as in the event of losses, whether direct or indirect, whatever the cause, origin, nature or consequences, caused by the Customer’s access or anyone else’s to the Services or the impossibility of accessing them.
- – for damages that could occur to the Customer’s IT equipment following its access to the Services, their use or the downloading of any of its elements (data, texts, images, videos or sounds, etc.).
8.5. Any claim by either of the Parties for the purpose of invoking the liability of the other Party must be the subject of a notification by registered letter with notice of receipt, specifying the reasons for which its liability is or would be likely to be invoked, and, if it is determined, the amount of the damages to be paid. Each claim must, on penalty of declination, be notified by RAR to the other Party within ninety (90) days following the date on which the act causing liability became known so that the Party claimed to be at fault can, if possible, take any necessary action. No claim by either Party, of any type whatsoever and for any reason whatsoever, can be made against the other Party beyond a period of eighteen (18) months after the occurrence of the act upon which it engendered it.
In any case, and beyond the possibility of a violation by the Customer of the stipulation of Article 7 above, the responsibility of each of the Parties for the entire set of damages suffered is limited to (i) direct losses only, excluding any indirect losses (such as, in particular, without this list being exhaustive, operating losses, loss in trade, loss of customer base, any commercial loss of any kind, tax or social penalties, loss of data or files), and (ii) cannot in any case exceed the price of the Services paid for to the Company during the fiscal year preceding the disagreement.
The Parties agree that this clause, regarding the nature of the Services and the obligations of the Customer, can be neither paltry nor excessive, that it reflects the sharing of risks between them and this it was negotiated and accepted as part of the general transaction of the contract.
By express derogation to Article 1222 of the Civil Code, the Parties agree to rule out the forced execution of the Contract by a third party or the Customer itself at the Company’s expense.
- USE OF THE CUSTOMER’S INFORMATION
The Customer accepts that its company logo and its name may be used and cited by the Company on its Internet site, in commercial presentations, press articles and other media outlets as a customer reference.
This authorization may be withdrawn at any time by the Customer upon request to ByPath services by email at the address firstname.lastname@example.org.
- PROTECTION OF PERSONAL INFORMATION
10.1. The Customer, within the framework of the use of the Services, is responsible for the use of personal information data as described in the applicable regulations and in particular by virtue of French Law 78-17 of January 6, 1978, related to information technology, files and freedom as amended (the “Law”) and of (EU) Regulation 2016/679 (the “RGPD”).
The Company reminds the Client specifically of its obligation to inform the individuals concerned of the said use in compliance with Article 14 of the RGPD.
10.2. The Company is required to send emails to the Customer in order to (i) inform it of programmed maintenance of the Services, of programmed halt of the Services or the occurrence of incidents, of the availability of new versions of the Services and/or their functionalities, and (ii) to send it advice in the area of best practices and/or business information on social selling.
This use of the Customer’s information is necessary for the execution of the GCU’s as described in Article 6.1.b. of the RGPD.
The personal information data in question are the email address of the Customer is the email address of the Customer, and the use of the same is carried out during the entire duration of the business relationship between the Company and the Customer.
10.3. Besides the preceding clauses, the Customer acknowledges being aware of and having accepted the Confidentiality Policy of the Company related to the conditions of use and the protection of its personal information as described in the applicable regulations and in particular by the provisions of the Law and of the RGPD.
The Company, its role as the responsible party in the use of the Customer’s personal information, states that its Confidentiality Policy sets the conditions under which its personal information is processed (type of data, purposes, time limit of storage, conditions for transmission of data to third parties, rights of the individuals concerned).
The obligatory or optional nature of the data is indicated to the Customer at the time that they are collected. The failure to send an indicated piece of information considered obligatory will prevent the Company from furnishing the Services.
The Company commits not to use the data thus collected for purposes other than those mentioned above and only within the European Economic Area.
In compliance with the Law and with the RGPD, the Customer has the right of information, access, correction and suppression of data, the right to request a limitation on use, and the right to portability of the data concerning itself.
The Customer may exercise these rights by sending a message to email@example.com or by sending a letter with identifying data to the following address: BY PATH, Service Client, 6-10 Rue Troyon, 92310 Sèvres.
It also has the legal right to make a claim with the supervision authorities: https://www.cnil.fr/.
- MODIFICATION OF THE GCU’s
The Company reserves the right to modify its GCU’s as its Services change. Notification of any medication shall be made to the Customer by any means with the effective date of new GCU’s, subject to an advance notification of thirty (30) days.
In the event of refusal in writing by the Customer notified within a period of eight (8) days from the receipt of the notice of modification, the subscribed Services will come to an end at the end of the current Term of Subscription, with no possibility of tacit renewal.
- AGREEMENT ON THE STANDARDS OF EVIDENCE
In compliance with Article 1368 of the Civil Code, the Parties have set the standards of evidence used between them within the framework of the Contract. The Parties accept that the recordings carried out by the information system of the Company are admissible in Court and are pieces of evidence of the data and items that they represent in compliance with the requirements of Article 1367 of the Civil Code. The Parties accept that the time and date stamp elements of the information system of the Company are admissible in Court and are evidence of the data and items that they contain.
- LAW AND ATTRIBUTION OF JURISDICTION
The Contract is subject to French law.
IMPORTANT: LACKING AIMIABLE AGREEMENT BETWEEN THE PARTIES, ANY LITIGATION RELATED TO THE INTERPRETATION AND THE EXECUTION OF THE CONTRACTUAL RELATIONSHIPS SUBMITTED IN THE CONTRACT MUST BE FILED EXCLUSIVELY WITH THE BUSINESS COURT OF NANTERRE (FRANCE). IF THIS COURT IS NOT MATERIALLY COMPETENT, THE LITIGATION SHALL BE FILED IN THE COMPETENT CIVIL JURISDICTION OF THE DISTRICT COURT OF NANTERRE.