Terms of Use and Sale

Last updated on September 22, 2022

Capitalized terms have the meaning given to them in Article 18 here of Terms of Use and Sale.

 

ARTICLE 1 – PURPOSE OF THE SERVICE

 

1.1. The purpose of these General Terms and Conditions of Sale is to define the conditions under which we advocacy provides the Service, this Service being intended to be used in addition to Google Workspace (™), Office 365 (™) or Outlook (™) applications or services. otherwise subscribed to by the Customer.

 

Any subscription to the Service, whatever its origin, implies unreserved acceptance of these General Terms and Conditions of Sale, supplemented where applicable by our special conditions, which prevail over any other Customer document, and in particular over any conditions purchase terms.

 

1.2. The use of the Service is governed by the Contract, consisting of these General Conditions of Sale and the Order, as well as all other terms and conditions applicable to the Service and mentioned by these General Conditions of Sale or the Order.

 

1.3. The person subscribing to the Service in accordance with article 1.2 guarantees that he has all the powers to bind the Customer and conclude the Contract in the name of the Customer and on his behalf.

 

1.4. The Customer declares that he only uses the Service for professional purposes.

 

 

 

ARTICLE 2 – MODIFICATIONS

 

2.1. These General Conditions of Sale, as well as all the other terms and conditions to which these General Conditions of Sale or the Order refer, may be modified at any time by we advocacy, by informing the Customer in advance of this modification with notice. thirty days (the “Notification Period”) sent by email to the Customer Contact.

 

2.2. In the absence of dispute on the part of the Customer on the new terms and conditions during the Notification Period, the latter will be deemed to have accepted them. If the Customer refuses them, he may terminate the Contract before the expiration of the Notice Period, the termination taking effect on the next Renewal Date; during this period before the next Renewal Date, the old terms and conditions will continue to apply; in the absence of termination of the Contract by the Customer during the Notification Period, the new terms and conditions will come into force at the end of the Notification Period.

 

 

 

ARTICLE 3 – ORDERS

 

3.1. Access to the Service is limited to legal persons.

 

3.2. Any subscription to the Service by the Customer is made directly with we advocacy, by signing the Order.

 

3.3. The Customer must prove his identity and address by producing the necessary legal documents. Once the fields identified as mandatory on the registration form have been completed, an account will be opened in the Customer’s name, accessible via the username and password that the latter has chosen, according to the security criteria put in place by we advocacy. The Customer can then connect to his account and modify his settings. The Customer may use the Service upon validation of the order form.

 

3.4. The Customer may then create several User accounts for its employees. Each Client User is identified by an e-mail address, which must be active and dedicated to his professional activity. The Customer may also designate other Administrators of the application who will in turn be able to connect to the administration console by entering a password.

 

3.5. Each Administrator is responsible for the confidentiality of his password and undertakes not to communicate it to third parties, which the Client is responsible for. In the event of loss or theft of it, the Customer undertakes to inform we advocacy as soon as possible. In any case, the Customer will be fully and solely responsible for any damage that may result, the responsibility of we advocacy cannot be engaged in this respect.

 

 

ARTICLE 4 – USERS

 

4.1. The role and the rights and obligations of the Users are specified by the Documentation.

 

4.2. The Customer will be responsible for the use, by the Users, of the Service in accordance with the Agreement and the Documentation and its legal and regulatory obligations, and for any action, data or processing recorded or carried out by the Users through the Service. . we advocacy cannot be held responsible for any use of the Service by the Client or the Users in violation of their legal and regulatory obligations.

 

4.3. We advocacy may suspend access to the Service by a User in the event of use of the Service by this User not in accordance with the Contract or the Documentation, as long as the non-compliance is not resolved, subject to informing the Customer. with fifteen days’ notice, or immediately, in the event of serious breach by the User, it being understood that the Fee will remain payable in full throughout the period of suspension.

 

 

 

ARTICLE 5 – RIGHTS OF USE

 

5.1. We advocacy hereby grants the Customer the right to use the Service non-exclusively for its own needs, in accordance with the Documentation and the Contract, for the whole world and for the Duration, in return for the payment of the Royalty. The rights of use on the Service are strictly limited to those expressly provided for in the Contract and all other rights are expressly reserved by we advocacy.

 

5.2. The Customer undertakes to use the Service under the conditions provided for by the applicable laws and regulations, including the laws and regulations applicable to the transfer of data, technologies or software.

 

5.3. The Customer is not authorized, hereunder, without the prior agreement of we advocacy, to:

  • A. carry out any temporary or permanent reproduction of all or part of the Service, by any means whatsoever, the Customer Data not being considered as all or part of the Service;
  • B. assign, rent, sub-license or distribute free of charge or in any way the Service;
  • C. use the Service and/or merge all or part of the Service into other computer programs;
  • D. translate, adapt, arrange or modify the Service, decompile it, disassemble it, reverse engineer it or attempt to do so, analyze it in particular with a view to creating a similar application or software, except within the limits permitted by applicable law;
  • E. correct or have corrected by a third party any anomaly or error in the Service, we advocacy alone reserving this right (without being obliged to do so).

 

5.4. If the Customer needs to decompile, translate or reproduce the code of the Service for the purposes of interoperability under the conditions provided for by law, the Customer must first request the information essential for interoperability from we advocacy, which will deliver the interfaces to him. necessary or will make the necessary information available to him, in return for reasonable remuneration.

 

5.5. It is the Customer’s responsibility to ensure, under his responsibility, that he has the technical prerequisites necessary for the proper functioning of the Service, as indicated in the Technical Configuration. we advocacy declines all responsibility in the event of non-compliance with these technical prerequisites. In any case, the Customer remains responsible for his computer environment and the compatibility of his equipment with the use of the Service.

 

 

 

 

ARTICLE 6 – MAINTENANCE AND UPDATES

 

6.1. we advocacy may offer updates to the Service, which will be automatically integrated into the Service, which the Customer expressly accepts.

 

6.2. we advocacy is committed to setting up and maintaining an online support service available at the following address https://support.weadvocacy.fr/support/home . Phone support is also available Monday through Friday, 9 a.m. to 6 p.m., excluding holidays. The telephone number is +33 7 82 72 97 28.

 

6.3. we advocacy undertakes, except in the event of disruptions inherent in external service providers or suppliers, to do its utmost to provide the Customer with a right of access and use of the Service. It is understood that we advocacy can in no way be held responsible for a malfunction of the Internet network, whatever the duration and whatever the reason and nature. Any damage resulting from such an interruption or unavailability of the Service cannot engage the responsibility of we advocacy, except that the disturbances or malfunctions are inherent to we advocacy.

 

6.4. The maintenance conditions applicable to the Service are specified in the Service Level appendix, accessible at next address.

 

 

 

ARTICLE 7 – INVOICING, FEES AND TERMS OF PAYMENT

 

7.1. The amount of the Fee due in return for the Service will be specified by the Order, according to the  quantities and volumes chosen by the Customer and the current rate of we advocacy on the date of the Order. The details of the offers are available at the following addresses:

The Royalty is payable on the day of the Order for the coming year.

 

7.2. The Service may be used for the quantities and volumes stipulated in the Order. If the Customer wishes to increase these quantities and volumes, he must subscribe to a new Order, for the additional quantities and volumes. If the Client wishes to reduce these quantities and volumes, this reduction will only take effect on the next Renewal Date, provided that the Client has notified we advocacy of this reduction at least fifteen days before the Renewal Date, by simple e-mail. at the following address [contact@weadvocacy.com].

 

7.3. we advocacy may revise its price and consequently the amount of the Royalty at any time, by informing the Customer of this change in advance with thirty days’ notice (the “Notification Period”) sent by email to the Customer Contact. This tariff revision may only take place once a year and within the limit of [5]% of the amount of the Fee.

 

7.4. In the absence of a dispute on the part of the Customer on the new price during the Notification Period, the latter will be deemed to have accepted it. If the Customer refuses, he may terminate the Contract before the expiry of the Notice Period, the termination taking effect on the next Renewal Date and the old rate will continue to apply until the termination of the Contract; in the absence of termination of the Contract by the Customer during the Notification Period, the new price will take effect at the end of the Notification Period.

 

7.5. The amounts indicated on the prices of we advocacy are stipulated excluding taxes and must therefore be increased by the taxes, royalties, deductions at source and other rights (hereinafter the “Taxes”) in force on the date of invoicing. If we advocacy is obliged to collect or pay Taxes on the Royalty, these Taxes will be re-invoiced to the Client by we advocacy.

 

7.6. Any amount due under the Contract must be paid in euros within sixty days from the date of issue of the invoice, unless otherwise stipulated in the Order.

 

7.7. In the event of non-payment of any amount due under the Contract on its due date, we advocacy may, without prejudice to its other rights and remedies (including under Article 12) and without formal notice being necessary :

  • A. suspend the use of the Service, the Fee remaining however payable by the Customer during the period of suspension,
  • B. charge late payment penalties from the day following the due date by applying to the amount including tax due an annual interest rate equal to the key rate applied by the ECB to its closest refinancing operation plus 10 points
  • C. apply a fixed indemnity of €40 for recovery costs, without prejudice to its right to claim on justification any additional costs incurred for recovery.

 

 

 

ARTICLE 8 – INTELLECTUAL PROPERTY

 

8.1. The Customer acknowledges that we advocacy is and remains the sole owner of all intellectual  property rights covering the Service made available to the Customer. All intellectual property rights in the Service remain the property of we advocacy. The Customer does not acquire any intellectual property rights over the Service and only benefits from the rights of use stipulated in article 5.

 

8.2. The Customer is prohibited from deleting, removing or modifying any mention of ownership, including any mark or indication of copyright, on the Service or the elements contained in the Service or the Documentation.

 

8.3. Unless otherwise stated in the Order, the Client does not accept that we advocacy includes the name of the Client (as well as its brand or logo) in the list of we advocacy clients, as a client reference, whether on the Internet or on promotional documents or materials. The Client also does not accept that we advocacy may refer to the Client orally as being a client of the Service.

 

 

 

ARTICLE 9 – RESPONSIBILITY

 

9.1. we advocacy undertakes to provide its best efforts to ensure that the Service operates satisfactorily. However, we advocacy is bound, in this respect, by an obligation of means and not of result, we advocacy not offering any guarantee of continuity of the Service.

 

9.2. In particular, we advocacy reserves the right to temporarily interrupt accessibility to the Service for maintenance, curative and/or evolutionary reasons. However, we advocacy undertakes to make its best efforts to limit the time of interruption as much as possible and to inform the Client beforehand.

 

9.3. No guarantee will be due by we advocacy and the Client will not be entitled to any penalty or damages in the event of:

  • A. non-compliance by the Customer with the Technical Configuration,
  • B. force majeure as defined by article 15,
  • C. malfunction or unavailability of the Customer’s equipment or software,
  • D. malfunction or unavailability of third-party equipment or software used by the Customer,
  • E. use of the Service not in accordance with the Agreement or the Documentation
  • F. Internet network failure.

 

9.4. Ine advocacy does not guarantee that the Service will work with any product, hardware and/or software not provided by we advocacy. It is up to the Customer, in collaboration with we advocacy in his capacity as a professional, to define under his responsibility his needs and to verify that the Service is adapted to them, taking into account the objectives he is pursuing and the hardware and software he is using. . The Customer must ensure that it has the necessary competence and qualified and trained personnel to:

  • A. the evaluation of the conformity of the service with its needs and expectations,
  • B. use the Service
  • C. implement the necessary organizational measures to anticipate and facilitate the installation and use of the Service.

 

9.5. Ine advocacy does not grant any other express, implicit or legal guarantee concerning the Service, and in particular no other guarantee of conformity, quality, merchantability or that the Service is suitable for a special use.Ineadvocacy does not guarantee that the Service will meet the Customer’s needs or that the Service will operate uninterrupted or be free from errors, anomalies or hidden defects.

 

9.6. Daily backup of Customer Data is included in the Service.

 

9.7. we advocacy cannot be held responsible in the event of non-compliance by the Client with the legal and regulatory provisions applicable to him, in particular in terms of social law or personal data law.

 

 

 

 

ARTICLE 10 – EVICTION GUARANTEE

 

10.1. Ine advocacy undertakes to defend, at its own expense, the Customer against any action for infringement of intellectual property rights brought by a third party and relating to the Service, provided that:

  • A. the Client notifieswe advocacy of any action or complaint immediately after becoming aware of it,
  • B. the alleged violation does not result from the Customer’s fault,
  • C. the Client provides all the information, elements and assistance necessary and in its possession, to we advocacy to enable it to carry out its defense or to reach a settlement agreement
  • D. the Client does not at any time admit liability for this action or claim, or attempts to reach a settlement agreement on the said action or claim without the prior agreement of we advocacy, we advocacy must have full control of the defense of such action or claim.

 

10.2. If all or part of the Service is recognized by a final court decision as infringing the intellectual property rights of a third party or if we advocacy considers that it is likely that the Service, in whole or in part, is considered to violate the rights intellectual property of a third party, we advocacy may, at its option, without the Client renouncing to claim any other damages from we advocacy:

  • A. modify the Service so that it is no longer infringing or provide the Customer with a non-infringing Service with functions that are globally equivalent or superior in performance,
  • B. obtain the right for the Customer to continue to use and operate the Service,
  • C. terminate the Contract and reimburse the Customer for the Fee collected for the current year, in proportion to the period during which the Service could not or can no longer be used.

 

10.3. The above obligations do not apply to any claim or action related to:

  • A. all intellectual property rights not subject to the law of one of the States of the European Union,
  • B. the use, combination, modification, adaptation or operation of the Service by the Customer not in accordance with the Contract or not authorized by we advocacy,
  • C. any Client Data or any content, information or data provided by the Client, Users or any other third party to we advocacy
  • D. any Open Source item.

 

10.4. The above obligations constitute the only guarantee granted by we advocacy to the Client in the event of an action or claim by a third party in the event of a violation of the intellectual property rights of third parties. The liability of we advocacy will further be limited in accordance with article 11.

 

 

 

ARTICLE 11 – LIMITATION OF LIABILITY

 

11.1. The total liability of we advocacy resulting from or related to the Contract may not in any event exceed the amount of the Royalty collected by we advocacy under the Contract over the twelve months preceding the event giving rise to its liability, to the fullest extent permitted. by law, or in the case of a period of less than twelve months, the amount paid over the last month, multiplied by twelve to obtain a simulated amount over twelve months.

This article will only apply during the first three-month period of use of the Service.

 

11.2. The liability of we advocacy will be limited to material and immaterial damage, directly and indirectly caused to the Client resulting from duly proven faults, attributable to we advocacy. we advocacy cannot be held responsible, to the fullest extent permitted by law, for any indirect or immaterial damages, such as any loss of anticipated or existing contracts, loss of profits, income, operation, savings, data whatsoever, the cost of supplying replacement products, technologies or services, or any prejudice resulting from a claim or action by a third party.

 

11.3. No action may be brought against we advocacy in relation to the Contract at the expiry of a period of five years after the occurrence of the event giving rise to the action.

 

11.4. The Fee and other sums payable by the Client to we advocacy reflect the allocation of risk accepted by the Parties under the Contract, in particular the limitations or exclusions of liability or guarantee provided for in the Contract. The limitations or exclusions of liability or guarantee provided for in the Contract shall also apply to the Customer’s insurers and to any recourse (whether direct or subrogatory) by the Customer’s insurers.

 

 

 

 

ARTICLE 12 – PERSONAL DATA

 

12.1. The Customer is solely responsible for the processing of personal data relating to Customer Data and processed through the Service, of which he remains the exclusive owner, and must therefore comply with all applicable laws and regulations relating to the processing of such data, in particular, in France, the amended Data Protection Act No. 78-17 of 6 January 1978 (the “Data Protection Act”) and the General Data Protection Regulation No. 2016/679 (the “GDPR”). we advocacy, within the framework of the Service, acts only as a subcontractor of personal data. It is recalled that the Customer must, without limitation, duly inform the persons whose data will be processed or, where applicable, obtain their consent.

 

12.2. we advocacy may process the personal data contained in the Customer Data for the purposes of performing the Service as the Customer’s subcontractor. we advocacy will act for this purpose only on the instructions of the Client, provided that they are compatible with the execution of the Service. we advocacy will take, in its capacity as subcontractor, all useful precautions, with regard to the nature of the data and the risks presented by the processing, to preserve the security of the Data and, in particular, to prevent them from being distorted, damaged, or that unauthorized third parties have access to it. we advocacy will follow these recommendations in accordance with the GDPR regulations put in place at we advocacy and which can be consulted via the next link. The list of measures put in
place by we advocacy, audited and updated regularly, can be provided at the Customer’s request.

 

12.3. we advocacy undertakes not to communicate the Customer Data provided by the Customer to any third party except those to whom it is strictly necessary to transmit the Data in the context of the execution of the Service, since these are expressly brought to the knowledge of the Client and subject to an obligation of confidentiality. we advocacy undertakes not to carry out any transfer of Customer Data outside the European Union, except to a third country with an adequate level of protection as defined by the supervisory authorities or to a subcontractor authorized by the Customer. The use of the Service implies the express acceptance, for the purposes of the execution of the Service, that the Customer Data may be processed in whole or in part by Google Ireland Limited, through the
intermediary of the Google Cloud Platform (™ ) located in Europe. The protection of this Data is ensured under the conditions provided for by the Google Cloud Platform Terms of Service.

 

12.4. In the event of a breach of Customer Data within the framework of the contractual relationship with we advocacy, we advocacy undertakes to alert the Customer as soon as possible, in order to allow him to make any necessary notifications to the CNIL and/or the persons concerned, and will provide assistance to the Customer for this purpose.

 

12.5. The Customer is solely responsible for processing requests for the right of access, rectification, limitation, erasure, portability and opposition that may be exercised by the persons concerned. The Client is required to inform we advocacy in good time of these requests, so that we advocacy is able to take them into account. When such a request is made to we advocacy, we advocacy undertakes to inform the Client of this request without delay. In any event, we advocacy undertakes to cooperate with the Client and make its best efforts to help him meet the legal requirements relating to the protection of personal data which are incumbent on him in order to respect the rights of the persons concerned.

 

12.6. The Customer undertakes to take all necessary measures to prevent any damage whatsoever resulting for him from a breach of his Customer Data. The latter undertakes in particular to ensure regular backup of its Customer Data in accordance with the state of the art in force.

 

12.7. we advocacy undertakes not to keep Customer Data beyond the retention period set by the Customer with regard to the purposes for which they were collected. At the Customer’s request, we advocacy will return the Data, within 15 days from the date of receipt of the request, without prejudice to the Customer’s obligation to ensure the backup of the Data. we advocacy undertakes to destroy any Data provided by the Client at the latter’s first request, and in any event upon expiry of the Contract or in the event of termination of the latter.

 

12.8. we advocacy cannot be held responsible for the processing, by the Customer, of the personal data processed through the Service. The Client therefore undertakes to defend and indemnify we advocacy against any cost, prejudice, loss or damage (including legal fees and court costs), including in the event of a claim or action by third parties (in particular the persons whose personal data is processed), arising from or in connection with the processing of said personal data carried out by we advocacy in accordance with the Client’s instructions.

 

12.9. We advocacy will use, as data controller, the personal data of the Customer Contact or the person in charge of payment for the Services on behalf of the Customer, for the purposes of managing the Contract, performing the Services and the promotion of other services or products by we advocacy. These data are intended for the commercial, administrative and technical services of we advocacy and may be communicated by we advocacy to its payment service providers, subcontractors, suppliers. In accordance with the Data Protection Act, persons whose data is processed have the right to access and rectify information concerning them with we advocacy. They may also object to the processing of their data by we advocacy, for legitimate reasons, it being understood that, in this case, the Service cannot be provided under the conditions provided for in the Contract.

 

 

 

 

ARTICLE 13 – DURATION AND TERMINATION

 

13.1. The Contract will take effect on the Activation Date, for the Trial Period, if such a Trial Period is provided for by the Order, then for the Duration stipulated by the Order.

 

13.2. The Contract will be automatically renewed under the same terms and conditions for successive periods equivalent to the Term, unless terminated by either party with notice given  at least three months before any Renewal Date.

 

13.3. If the Order stipulates an indefinite Duration, the Contract may be terminated at any time by the Customer or we advocacy, subject to at least three months’ notice, or any other notice stipulated by the Order.

 

13.4. Each of the parties may terminate the Contract as of right and with immediate effect:

  • A. in the event of breach by the other party of its obligations hereunder, if the other party does not remedy the breach within thirty days of notification of this breach, without prejudice to any damages to which the party having initiated the termination could claim;
  • B. subject to the applicable legal and regulatory provisions, in the event of reorganization or judicial or amicable liquidation of the other party, any court decision appointing an administrator for the purpose of administering all or part of its assets, assets or activity, any collective proceedings opened against him or any other similar procedure in his country of establishment, whether this procedure is opened at his request or following the action of a third party, any state of cessation of payments by the other party;
  • C. in the event of a breach by either party of Sections 5 or 14;
  • D. pursuant to section 10.

 

13.5. All of the rights and obligations of the parties hereunder shall cease on the date of termination or expiration of the Contract, with the exception of the stipulations which, by their nature, must survive the said termination or expiration.

 

 

 

ARTICLE 14 – CONFIDENTIALITY

 

14.1 For the purposes of this clause, “Confidential Information” means any information relating to the parties or their activity, including any commercial, financial, marketing and technical information, any information relating to an intellectual property right, idea, concept, technology, process and know-how,
any information relating to research and development, as well as the Contract and any information obtained in connection with the Contract and its negotiation.

 

14.2. Each of the parties must keep confidential, use only for the purpose of the Contract and not communicate to any third party without the prior agreement of the other party having disclosed to it any Confidential Information, unless the information was:

  • A. in the public domain on the date of its communication,
  • B. in the possession of the receiving party for having acquired it from a third party having validly communicated it, without being in breach of an obligation of confidentiality,
  • C. to communicate to a third party by the imperative effect of a law, a court decision or a decision emanating from a competent public authority, provided that the receiving party has informed the disclosing party in advance, in possible, so that the latter can protect its interests.

 

14.3. To the extent necessary for the performance of the Contract, each of the parties may communicate the Confidential Information to its employees or subcontractors, subject to informing them of its confidentiality obligations under the Contract and obtaining from them a commitment to meet these obligations.

 

14.4. This confidentiality clause will apply for the entire Term and as long as the Confidential Information has not fallen into the public domain, and in any event for a period of one year after the termination or expiration of the Contract.

 

 

 

ARTICLE 15 – FORCE MAJEURE

 

15.1. There is force majeure when an event beyond the control of the parties, which could not have been reasonably foreseen at the time of the conclusion of the Contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of its obligation by the debtor. , in accordance with the definition given by French law and courts.

 

15.2. In such a case, the party directly concerned by the impediment to performance of its obligations is required to notify the other party immediately in writing and undertakes to provide, within ten (10) days from from the date of notification, proof of the case of force majeure.

 

15.3. If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the Contract. If the impediment is final, the Contract is automatically terminated and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.

 

 

ARTICLE 16 – GENERAL

 

16.1. None of the parties may assign, contribute or sub-license the rights or obligations under the Contract, even in the event of merger, split or universal transfer of assets.

 

16.2 Each party may assign or bring the Contract (including by merger, demerger or universal transfer of assets) to any Affiliated Company and will be released from all of its obligations under the Contract towards the other party from the notification of this assignment or contribution.

 

16.3. We advocacy may subcontract all or part of its obligations under the Contract, it being understood that it will remain responsible for the performance of said obligations by the subcontractor.

 

16.4. The Contract contains the entire agreement of the parties in relation to the subject matter hereof and cancels and replaces any prior agreement, oral or written.

 

16.5. If any of the stipulations of the Contract is declared null or void in any way whatsoever and for any reason whatsoever, this shall not affect the validity of the other stipulations of the Contract and the parties shall consult together in order to replace the stipulation null or without effect by another stipulation having the closest possible economic effect.

 

16.6. The fact for one of the parties not to avail himself, in whole or in part, of any right, power or privilege conferred on him under the terms hereof cannot be considered as constituting a waiver of said right, power or privilege, which may be exercised at any time.

 

 

ARTICLE 17 – APPLICABLE AND COMPETENT LAW

 

17.1 The Contract is subject to French law.

 

17.2. Any dispute arising from the formation, interpretation, execution or termination of these General Conditions of Sale for any reason whatsoever will be the subject of an attempt at conciliation.

 

In the absence of an amicable settlement at the end of a period of ten (10) days from the written request of the most diligent party, the dispute will be submitted to mediation between the parties. This procedure is confidential. The mediation will be implemented before a single mediator belonging to the Center for Mediation and Arbitration of Paris. The parties will submit to the rules of this mediation center, which will appoint the mediator who will organize the mediation. The attempt at mediation must be made in good faith and the parties agree, in this spirit, to meet at least once under the aegis of the mediator. In the absence of agreement to the contrary between the parties, the mediation cannot be extended beyond a period of 2 (two) months from the referral to the mediator. The costs and fees of the mediation will be borne in half by each of the parties. Each party will bear the costs and fees of any counsel appointed by them within the framework of the mediation.

 

In the event of failure of the mediation, each party will regain its freedom to seize the Commercial Court of Paris, to which the parties entrust exclusive jurisdiction.

 

The foregoing stipulations shall not, however, prevent the parties from taking, before any competent court, any conservatory or provisional measures necessary for the preservation of their mutual interests.

 

 

 

ARTICLE 18 – DEFINITIONS

 

In addition to those defined elsewhere in the Contract, terms beginning with a capital letter shall have the following meaning:

  • « Order » means the order placed by the Customer with we advocacy to be able to access and use the Service.
  • « Client » means any entity having subscribed to or signed an Order for the use of the Service and designated as such in the Order.
  • « Configuration Technique » means the technical configuration that the Customer must have in order for the Service to function correctly, as described in the Documentation.
  • « Contact Client » means the contact person of we advocacy at the Client, as designated by the latter in the Order.
  • « CONTRACT » means the contract concluded between we advocacy and the Customer consisting of these General Conditions of Sale, the Order and all other terms and conditions to which these General Conditions of Sale and the Order refer, these General Conditions of Sale prevailing over the Order in the event of a contradiction between the two, unless otherwise stipulated in the Order.
  • « Renewal date » means the expiry date of the Term and then any expiry date of any successive renewal period of the Term.
  • « Activation date » means the date on which the Service begins, as stipulated on the Order. The Service begins on the date the Order is signed unless the Order specifies another date for the start of the Service.
  • « we advocacy » means we advocacy, a simplified joint-stock company with capital of €14,317, having its registered office at 10 Chemin du Renevier, 38 000 Grenoble, France, identified under the number RCS GRENOBLE 833 963 069.
  • « Documentation » refers to the document that contains the instruction manual and the technical documentation relating to the Application. Documentation related to external communication is available by clicking on the next link and internal communication by clicking on the next link.
  • « Customer data » means the data (including personal data), content, information recorded, generated, transmitted or displayed by the Client or the Users through the Service, as well as the personal data of the Users.
  • « Duration » means the period during which its subscription allows the Customer to access and use the Service, as established in the Order.
  • « Third Party Software » : any software belonging to a third party which is integrated or interacts with the Service.
  • « Open-source elements » means all elements, programs or components integrated into the Service and placed under a free or Open Source license, according to the terms of an approved « Open Source » license by the Open Source Initiative.
  • « Google » means the entity of the Google group with which the Customer has subscribed to Google Workspace (™).
  • « Microsoft » means the entity of the Microsoft group with which the Customer has subscribed to Office 365 (™) or the Outlook Messaging client.
  • « Office 365 (™) » Computer applications that Microsoft makes available to end users that may be interoperable with the Service from time to time. This suite includes the Outlook messaging tool.
  • « Outlook (™) » Messaging tool that Microsoft offers to end users and which are interoperable.
  • « Google Workspace (™) » Computer applications that Google makes available to end users that may be interoperable with the Service from time to time. This suite notably includes Gmail.
  • « Gmail (™) » Messaging tool that Google offers to end users and which are interoperable.
  • « Google Cloud Platform (™) » means the hosting platform operated by Google in accordance with the Google Cloud Platform Terms of Service.
  • « Google Cloud Platform Terms of Service » means the terms and conditions applicable to services provided by Google on the Google Cloud Platform, available at https://cloud.google.com/terms/.
  • « Royalty fee » means the remuneration for the Service as defined by the Order.
  • « Service » means any application or service published by we advocacy subscribed through an Order, and more fully described in the Documentation or on the we advocacy website.
  • « User(s)» means the natural persons appointed by the Customer authorized by the Customer
    to use the Service.
  • « Administrator(s) » means the natural persons appointed by the Customer authorized by the
    Customer to administer the Service.

Terms of Service

Last updated on April 30, 2019

Terms with capital letters have the meaning given to them in article 15 of these Terms of Use.

ARTICLE 1 – PURPOSE OF THE SERVICE

1.1. The purpose of these General Terms of Use is to define the conditions under which we advocacy provides the Service during the Trial Period, this Service being intended to be used in addition to G Suite (™) applications or services, Office 365 ( ™) or Outlook (™) otherwise subscribed by the Customer.
Any subscription to the Service implies the unreserved acceptance of these Terms of Use, which prevail over any other document of the Customer.
1.2. The software, platform and hosting that allows we advocacy to provide the Service to the Customer is hosted by Google on the Google Cloud Platform (™) and is therefore subject to the Google Cloud Platform Terms of Service: the Service is accordingly provided by we advocacy within the limits of the Google Cloud Platform Terms of Service, which the Customer acknowledges and accepts.
1.3. Customer Data is temporarily hosted by Google on the Google Cloud Platform (™) by we advocacy for the purpose of running the Service.
1.4. The use of the Service is governed by these Terms of Use, as well as any other terms and conditions applicable to the Service and mentioned by these Terms of Use.
1.5. The person subscribing to the Service in accordance with Article 1.2 guarantees that he / she has full powers to bind the Customer and conclude the Agreement on behalf of the Client and on his behalf.
1.6. The Customer declares that he uses the Service only for professional purposes.

ARTICLE 2 – ACCESS TO SERVICE

2.1. Access to the Service is limited to legal persons.
2.2. Any subscription to the Service by the Customer is made directly to we advocacy, through its website.
2.3. Once the fields identified as mandatory on the registration form entered, an account will be opened in the name of the Customer, accessible via the username and password that it has chosen, according to the security criteria set up by we advocacy. The Customer will then be able to log in to his account to modify his parameters. The Customer may use the Service upon validation of all fields indicated as mandatory.
2.4. The Customer determines the number of Administrator accounts that can be created and sets the access restrictions for each Administrator. The Customer may then create multiple User Accounts for his employees from these Administrator accounts. Each Client User is identified by an e-mail address, which must be active and dedicated to his professional activity, and a password. An e-mail with the access codes will be sent automatically to each User.
2.5. Each User is responsible for the confidentiality of his password and undertakes not to communicate it to third parties, which the Customer is doing well. In case of loss or theft of the latter, the Customer undertakes to inform we advocacy as soon as possible. In any event, the Customer will be fully and solely responsible for any damages that may result, the responsibility for we advocacy can not be engaged in this respect.

ARTICLE 3 – USERS

3.1. The Customer shall be responsible for Users’ use of the Service in accordance with the Agreement and its legal and regulatory obligations, and for any actions, data or processing recorded or performed by Users through the Service. we advocacy can not be held responsible for any use of the Service by the Customer or the Users in violation of their legal and regulatory obligations.
3.2. we advocacy may terminate access to the Service by a User in the event of use of the Service by that User who does not comply with the Contract or the applicable legal or regulatory provisions.

ARTICLE 4 – RIGHTS OF USE

4.1. we advocacy hereby grants to the Customer the right to use the Service in a non-exclusive manner for its own needs, in accordance with the Contract, for the whole world and for a period of 7 days from the activation of the Service, as free. The rights of use on the Service are strictly limited to those expressly provided for in the Agreement and all other rights are expressly reserved by we advocacy.
4.2. The Customer agrees to use the Service under the conditions provided for by applicable laws and regulations, including laws and regulations applicable to data transfers, technologies or software.
4.3. The Customer is not authorized, under the terms hereof, without the prior agreement of we advocacy, to:
a. perform any temporary or permanent reproduction of all or part of the Service, by any means whatsoever, the Customer Data not being considered as all or part of the Service;
b. assign, rent, sublicense or distribute the Service free of charge or in any way whatsoever;
c. use the Service and / or merge all or part of the Service into other computer programs;
d. translate, adapt, arrange or modify the Service, decompile, disassemble, reverse engineer or attempt to perform the work, analyze it in particular for the purpose of creating an application or similar software, except to the extent permitted by the applicable law;
e. correct or cause a third party to correct any anomaly or error of the Service, we advocacy reserving this right alone (without being obliged to do so).
4.4. It is the responsibility of the Customer to ensure, under his responsibility, that he has the technical prerequisites necessary for the proper functioning of the Service, as indicated in the Technical Configuration. we advocacy declines any responsibility in case of non-respect of these technical prerequisites. In any case, the Customer remains responsible for his computer environment and the compatibility of his equipment with the use of the Service.

ARTICLE 5 – Updates

5.1. we advocacy may propose updates to the Service, which will be automatically integrated into the Service, which the Customer expressly accepts.
5.2. we advocacy undertakes to set up and maintain an online assistance service (by email, telephone or chat) reserved for Customers, available from Monday to Friday, from 9 am to 6 pm, except holidays and periods of holidays.
5.3. we advocacy undertakes, except in the event of disruption of external service providers or suppliers, to do its utmost to provide Customers with a right to access and use the Service. It is understood that we advocacy can in no way be held responsible for a malfunction of the Internet network for any duration and for whatever reason and nature. Any prejudice resulting from such interruption or unavailability of the Service can not engage the responsibility of we advocacy.

ARTICLE 6 – Intellectual Property

6.1. The Customer acknowledges that we advocacy is and remains sole owner of all intellectual property rights covering the Service made available to the Customer. All intellectual property rights in the Service remain the property of we advocacy. The Customer acquires no intellectual property rights over the Service and only has the rights of use stipulated in Article 4.
6.2. The Customer is prohibited from deleting, removing or modifying any mention of ownership, including any mark or indication of copyright, on the Service or the elements contained in the Service or the Documentation.

ARTICLE 7 – Liability – Warranty

7.1. we advocacy is committed to providing its best efforts so that the Service operates satisfactorily. However, we advocacy is held, in this respect, to an obligation of means and not of result, we advocacy offering no guarantee of continuity of the Service.
7.2. In particular, we advocacy reserves the right to temporarily interrupt the accessibility of the Service for maintenance, curative and / or evolutionary reasons. However, we advocacy is committed to making its best efforts to minimize downtime.
7.3. No guarantee will be due by we advocacy and the Customer can not claim any penalty or damage-interest in case of:
a. non-compliance by the Customer with the Technical Configuration,
b. force majeure as defined in Article 15,
c. malfunction or unavailability of Customer’s equipment or software,
d. malfunction or unavailability of third-party equipment or software used by the Customer,
e. use of the Service not in accordance with the Contract
f. failure of the internet network.
7.4. we advocacy does not warrant that the Service will work with any product, hardware and / or software not provided by we advocacy and Google. It is up to the Customer to define under his responsibility his needs and to verify that the Service is adapted to it, given the objectives he pursues and the hardware and software he uses. The Client must ensure that he has the necessary competence and qualified and trained personnel to:
a. evaluating the service’s compliance with its needs and expectations,
b. use the Service
c. implement the necessary organizational measures to anticipate and facilitate the installation and use of the Service.
7.5. we advocacy makes no other warranties, express, implied or statutory, with respect to the Service, including any other warranties of conformance, quality, merchantability or fitness for a particular purpose. we advocacy does not warrant that the Service will meet the Customer’s needs or that the Service will operate uninterrupted or be free of errors, defects or hidden defects.
7.6. Backup of Customer Data is not included in the Service. Hosting of the Service and Customer Data is provided by Google through the Google Cloud Platform (™). As a result, we advocacy can not be held responsible in the event of total or partial degradation of the Customer Data or in the event of service interruption due to malfunction or interruption of service on the Google Cloud Platform (™). If the Customer considers that the terms of the data offered by Google for the Google Cloud Platform (™) are unsatisfactory, the Customer shall take all necessary steps to safeguard the Customer Data and protect itself from a possible interruption of operations or loss of data generated by the use of the Service.
7.7. We advocacy can not be held responsible in the event of non-compliance by the Customer with the legal and regulatory provisions applicable to it, in particular as regards social rights or the right to personal data.

ARTICLE 8 – Limitation of Liability

8.1. The responsibility for we advocacy shall be limited to only material damage directly caused to the Customer as a result of proven misconduct attributable to we advocacy. we advocacy can not be held liable, to the fullest extent permitted by law, for any indirect or immaterial damages, such as any loss of anticipated or existing contracts, loss of profits, income, exploitation, savings, any data, product supply costs, technologies or replacement services, or any loss resulting from a claim or action by a third party.
8.2. No action can be brought against we advocacy in connection with the Contract on the expiry of a period of one year after the occurrence of the chargeable event at the origin of the action.

ARTICLE 9 – Personal data

9.1. The Customer is solely responsible for the processing of personal data relating to the Customer Data and processed through the Service, of which he remains the exclusive owner, and must therefore comply with any applicable law and regulation related to the processing of such data, including in France, the Data Protection Act No. 78-17 of 6 January 1978 (the “Data Protection Act”) and the General Regulation on the Protection of Personal Data No. 2016/679 (the “RGPD”). We advocacy, within the framework of the Service, acts solely as a subcontractor of personal data. It is reminded that the Customer shall, without limitation, duly inform the persons whose data will be processed or, where appropriate, obtain their consent.
9.2. we advocacy may process the personal data contained in the Customer Data for the purposes of performing the Service as the Client’s subcontractor. we advocacy will only do so on Customer’s instructions, provided that they are compatible with the performance of the Service. we advocacy will, as a subcontractor, take all necessary precautions, in view of the nature of the data and the risks presented by the processing, to preserve the security of the Data and, in particular, to prevent them from being deformed, damaged, or that unauthorized third parties have access to it. The list of measures put in place by we advocacy, audited and regularly updated, may be provided upon request of the Client.
9.3. we advocacy undertakes not to communicate the Customer Data provided by the Customer to any third party except those to whom it is strictly necessary to transmit the Data as part of the execution of the Service, as long as they are expressly brought to the attention of the Customer. Customer’s knowledge and subject to an obligation of confidentiality. We advocacy undertakes to make no transfer of Customer Data outside the European Union, except to a third country having an adequate level of protection in the sense of the supervisory authorities or to a subcontractor authorized by the Customer. Use of the Service implies the express acceptance, for the purposes of the execution of the Service, that the Customer Data may be processed in whole or in part by Google Ireland Limited, through the Google Cloud Platform (™ ) located in Europe. The protection of this Data is provided under the conditions provided by the Google Cloud Platform Terms of Service.
9.4. In case of breach of Customer Data in the framework of the contractual relationship with we advocacy, we advocacy undertakes to alert the Customer as soon as possible, in order to enable it to make any necessary notifications to the CNIL and / or people
concerned, and will assist the Customer to this end.
9.5. The Customer is solely responsible for the processing of requests for rights of access, rectification, limitation, deletion, portability and opposition that may be exercised by the persons concerned. The Customer is obliged to inform timely we advocacy of these requests, so that
we advocacy is able to take them into account. When such a request is made to we advocacy, we advocacy undertakes to inform the Customer of this request without delay.
In any case, we advocacy undertakes to cooperate with the Customer and to make his best efforts to help him to comply with the legal requirements relating to the protection of personal data incumbent upon him in order to respect the rights people
concerned.
9.6 The Customer undertakes to take all necessary measures to prevent any damage resulting for him from an infringement of his Customer Data. The latter is obliged in particular to ensure a regular backup of its Customer Data in accordance with the current state of the art.
9.7 we advocacy will delete the Data within 15 days of the expiry of the Trial Period, unless this Trial Period is followed by an Order, in which case the applicable Data processing conditions will be those provided by the General Conditions of Sale.
9.8. we advocacy can not be held responsible for the processing, by the Customer, of personal data processed through the Service. The Customer therefore undertakes to defend and indemnify we advocacy against any cost, prejudice, loss or damage (including legal fees and court costs), including in the event of a claim or action on the part of third parties (in particular persons whose personal data are processed) arising from or in connection with the processing of such personal data by we advocacy in accordance with the instructions of the Client.
9.9. we advocacy will use, as data controller, the personal data of the Customer Contact or the person in charge of the payment of the Services on behalf of the Customer, for the purposes of the management of the Contract, the execution of the Services and the promotion of other services or products by we advocacy. These data are intended for the commercial, administrative and technical services of we advocacy and may be communicated by we advocacy to its payment service providers, subcontractors and suppliers. In accordance with the Data Protection Act, the persons whose data are processed have the right to access and correct information concerning them with we advocacy. They may also oppose the processing of their data by we advocacy, for legitimate reasons, it being understood that, in this case, the Service can not be provided under the conditions provided for in the Contract.

ARTICLE 10 – Duration and Termination

10.1. The Contract will take effect on the Activation Date, for the Trial Period, if such Trial Period.
10.2. The Agreement will automatically terminate or be suspended upon termination or suspension, for any reason, of any services provided by Google allowing the Service to operate, whether such services are provided to Customer or we advocacy, including, without limitation it
or limiting, in the event that Google modifies or prevents access to the Service, provisionally or permanently.
10.3. All of the rights and obligations of the parties hereunder shall terminate on the date of termination or expiration of the Agreement, except those provisions which, by their nature, must survive termination or expiration.

ARTICLE 11 – Confidentiality

11.1. For the purposes of this clause, “Confidential Information” means any information relating to the parties or their activity including any commercial, financial, marketing and technical information, any information relating to an intellectual property right, idea, concept, technology, process and know-how, any information relating to research and development, as well as the Contract and any information obtained in connection with the Contract.
11.2. Each party shall maintain confidentiality, use only for the purpose of the Contract and not communicate to any third party without the prior consent of the other party having disclosed any Confidential Information, unless the information was:
a. public domain at the date of its communication,
b. in possession of the receiving party for the acquisition of a third party having
validly communicated without being in breach of an obligation of confidentiality,
c. to communicate to a third party by the imperative effect of a law, a court decision or a decision emanating from a competent public authority, provided that the receiving party has informed the disclosing party in advance, in wherever possible so that the latter can protect its interests.
11.3. To the extent necessary for the performance of this Agreement, each party may disclose the Confidential Information to its employees or subcontractors, subject to informing them of its confidentiality obligations under the Agreement and obtaining from them commitment to respect these obligations.
11.4. This confidentiality clause will be applicable for the duration of the Trial Period and as long as the Confidential Information has not fallen into the public domain, and in any case for a period of five years after the termination or the cancellation. expiration of the Contract.

ARTICLE 12 – Force majeure

12.1. There is force majeure where an event beyond the control of the parties, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which can not be avoided by appropriate measures, prevents the performance of its obligation by the debtor . The following events are considered to be force majeure: natural disasters, fires, floods, epidemics, wars, riots, civil unrest, strikes (even if these strikes affect we advocacy personnel), any limitation in speed or the capabilities of any telecommunication equipment or network used with the Service, or modification of export or import regulations.
12.2. In such a case, the party directly affected by the impediment of performance of its obligations, is obliged to notify the other party immediately in writing and undertakes to provide, within ten (10) days from the date of notification, the proof of force majeure.
12.3. If the impediment is temporary, the performance of the obligation is suspended unless the delay resulting therefrom justifies the termination of the contract. If the impediment is final, the contract is automatically settled and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.

ARTICLE 13 – General

13.1 Neither party may assign, sublicense or sublicense the rights or obligations under this Agreement, even in the event of a merger, split or universal transfer of assets.
13.2. we advocacy may assign or bring this Agreement (including by merger, split or universal transfer of assets) to any Affiliated Company.
13.3. we advocacy may subcontract all or part of its obligations under the Contract, it being understood that it will remain responsible for the performance of such obligations by the subcontractor.
13.4. This Agreement contains the entire agreement of the parties in connection with the subject matter hereof and supersedes any previous agreement, oral or written.
13.5 If any of the stipulations of the Contract are declared void or ineffective in any manner whatsoever and for any reason whatsoever, this shall not affect the validity of the other stipulations of the Contract and the parties shall consult each other in order to replace the stipulation null or ineffective by another stipulation having an economic effect as close as possible.
13.6. Failure of any of the parties to exercise any right, power or privilege hereunder in this Agreement shall not be deemed to constitute a waiver of such right, power or privilege may be exercised at any time.

ARTICLE 14 – Applicable Law and Jurisdiction

14.1. The Contract is subject to French law.
14.2. Any dispute arising from the formation, interpretation, execution or termination of these General Terms and Conditions of Sale for any reason whatsoever shall be the subject of an attempt at conciliation.
In the absence of amicable settlement after the expiry of a period of ten (10) days from the written request of the most diligent party, the dispute shall be submitted to mediation between the parties. This procedure is confidential. The mediation will be implemented before a single mediator belonging to the Paris Mediation and Arbitration Center. The parties will submit to the rules of this mediation center, which will appoint the mediator who will organize the mediation. The attempt to mediate shall be made in good faith and the parties agree, in this spirit, to meet at least once under the aegis of the mediator. In the absence of agreement to the contrary by the parties, the mediation shall not be extended beyond a period of two (2) months from the referral of the mediator. The costs and fees of the mediation will be borne by half of each party. Each party shall bear the costs and fees of any advice they may designate as part of the mediation.
In the event of failure of the mediation, each party will regain his freedom to seize the Paris Commercial Court, to which the parties entrust exclusive competence.
The foregoing stipulations shall not, however, prevent the parties from taking, in any competent court, any provisional or conservatory measures necessary for the preservation of their mutual interests.

ARTICLE 15 – Definitions

1. In addition to those defined elsewhere in the Contract, terms beginning with a capital letter will have
the following meaning:
● “Customer” means any entity that has subscribed to a Trial Period for the use of the Service.
● “Technical Configuration” means the technical configuration that the Customer must have for the Service to function properly, accessible at the following address:
● “Customer Contact” means the contact person for we advocacy at the Customer, as designated by the latter.
● “Agreement” means the contract between us advocacy and the Customer consisting of these Terms of Use and any other terms and conditions to which these Terms of Use refer.
● “we advocacy” means we advocacy, a simplified joint-stock company with a capital of € 10,000, with its registered office at 3, rue Diodore Rahoult, 38 000 Grenoble, France, identified under the number RCS GRENOBLE 833 963 069.
● “Customer Data” means data (including personal data), content, information recorded, generated, transmitted or displayed by the Customer or Users through the Service, as well as the personal data of Users.
● “Third Party Software”: any software belonging to a third party that is integrated or interacts with the Service.
● “Open Source Elements” means any elements, programs or components integrated into the Service and placed under a free open source license, under the terms of an open source license approved by the Open Source Initiative.
● “Google” means the Google Group entity with which the Customer subscribed to G Suite (™).
● “Microsoft” means the entity of the Microsoft group with which the Customer has subscribed to Office 365 (™) or the Outlook Messaging client.
● “Office 365 (™)” means computer applications that Microsoft provides to end users that may be interoperable with the Service from time to time. This suite includes the Outlook messaging tool.
● “Outlook (™)” A messaging tool Microsoft provides to end users that is interoperable.
● “G Suite (™)” Computer applications that Google provides to end-users that may be interoperable with the Service from time to time. This suite includes Google Drive, Gmail and / or Google Docs.
● “Google Cloud Platform (™)” means the hosting platform operated by Google in accordance with the Google Cloud Platform Terms of Service.
● “Google Cloud Platform Terms of Service” means the terms and conditions applicable to services provided by Google on the Google Cloud Platform, available at https://cloud.google.com/terms/.
● “Service” means any application or service published by we advocacy subscribed through an Order, and more fully described in the Documentation or on the website we advocacy.
● “User (s)” means the Customer’s authorized natural persons authorized by the Customer to use the Service.
● “Administrator (s)” means the natural persons authorized by the Customer to administer the Service.