4. DESCRIPTION OF ASSOCIATED SERVICES
All VISIONNEERS interventions for the Associated Services are carried out remotely. If on-site intervention is required by the Client for the provision of the Associated Services, travel time and expenses will be subject to a quote.
4.1. PLATFORM DEPLOYMENT
Verify the proper functioning of the Platform from the Client's information system.
VISIONNEERS will endeavor to deploy the Platform within 15 working days following the signing of the Contract. This deployment is deemed complete once VISIONNEERS has confirmed the Platform is functioning properly with the Client.
4.2. DATA HOSTING
VISIONNEERS commits to providing the necessary server capacity for the execution of Platform services and data hosting throughout the Subscription Period.
VISIONNEERS performs regular Data backups. For this purpose, it ensures redundant backups, so that the Client can access their Data at any time, within the limit of the availability rate provided herein.
4.3. MAINTENANCE
VISIONNEERS provides Maintenance under the following conditions.
VISIONNEERS will inform the Client of any corrective or upgrade Maintenance operations with five (5) working days' notice. Some of these operations may be performed during the day. All downtime due to agreed-upon maintenance operations will be referred to as "Scheduled Downtime".
The Client acknowledges that the Platform may be unavailable during Scheduled Downtime and that Scheduled Downtime will not be counted towards the Platform's availability rate indicated in Part B.
VISIONNEERS will strive, as far as possible, to limit the duration and disruptions caused by these operations. In any event, the Platform's availability rate will not be less than the rate expressly indicated in Part B. The availability rate specified herein constitutes a best-effort obligation on the part of VISIONNEERS.
VISIONNEERS will regularly provide corrections and updates to the Platform at any time to improve functionality.
4.4. SUPPORT
In the event of an Anomaly reported by the Client concerning the Platform's operation, the Client may contact VISIONNEERS' support service under the conditions defined in Part B of this Contract.
VISIONNEERS' support service, through the Client's designated contact person, will assess the level of the reported Anomaly, provided the Client gives a sufficient description of the issues encountered. In the absence of such a sufficient description, VISIONNEERS reserves the right to request additional information from the Client.
VISIONNEERS provides support to the Client during the hours, days, and under the conditions defined in Part B of this Contract.
The hours may be unilaterally modified by VISIONNEERS with simple notice to the Client.
Only Users previously identified by the Customer and indicated as such to VISIONNEERS may request support.
VISIONNEERS' correction or bypass times are as follows and run from receipt of the acknowledgement of receipt sent by VISIONNEERS to each User for the consideration of their request:
VISIONNEERS will make its best efforts to intervene and remedy the Anomalies as soon as possible, but cannot be held liable in this respect.
5. ADDITIONAL SERVICES
Additional Services, as listed in Section B, and any other service and/or intervention not expressly included in the Contract, will be subject to additional billing. The Additional Services include, in particular:
Simulation design;
Sensory reference design.
These Additional Services may be carried out by VISIONNEERS following the Client's agreement, based on an ad hoc quote. If such services are acquired by the Client at the signing of the Contract, they will be specified as such in Section B.
6. PLATFORM USAGE TERMS
To access the Platform, the Client must ensure that:
Their User(s) have defined the access rights for the Users;
Their Users have created the necessary credentials for the End Users and have provided these End Users with their login credentials.
7. VISIONNEERS' COMMITMENTS
VISIONNEERS commits, as a professional, to collaborate with the Client and to exercise all necessary care and diligence in providing the Associated Services and Additional Services in terms of quality, in accordance with best practices and applicable laws.
VISIONNEERS commits to providing the Client with all necessary information for the proper execution of the Contract, to advise and inform the Client throughout the execution of the Contract regarding the use of the Platform.
In case of discontinuation of one or more major functionalities of the Platform, VISIONNEERS commits to informing the Client at least three (3) months before the discontinuation of such major functionalities.
VISIONNEERS commits, throughout the Contract Duration and in accordance with best practices and professional standards, to assign (a) competent and experienced personnel and (b) sufficient personnel to ensure the proper execution of the Contract.
VISIONNEERS' personnel will always remain under VISIONNEERS' hierarchical and disciplinary authority, which ensures, at all times during the execution of the Associated Services and Additional Services, the administrative, accounting, and social management of its personnel, including when VISIONNEERS' personnel are on the Client's site.
VISIONNEERS guarantees that the Associated Services and Additional Services will be performed only by employees compliant with articles L 3243-1, L 3243-2, L 3243-4, L 1221-13, L 1221-15, and L 1221-10 of the French Labor Code and in compliance with the provisions of articles L 8221-1 and D 8221-5 of the same Code. VISIONNEERS further declares that all its personnel assigned to the execution of the Associated and Additional Services are duly declared with social security organizations. VISIONNEERS commits to providing, prior to the signing of the Contract, and then to renew every six (6) months:
An excerpt from the Commercial and Companies Register (k or kbis);
A vigilance certificate issued by URSSAF, indicating the number of employees and the total remuneration that VISIONNEERS declared during its last deadline. This document must also attest to VISIONNEERS' compliance with its declaration and social security payment obligations;
If applicable, a list of foreign employees requiring a work permit (hire date, nationality, type of authentication number).
8. CLIENT'S COMMITMENTS
The Client commits to maintaining a technical configuration compatible with the Platform throughout the Contract Duration and to respecting and updating this configuration according to the recommendations provided by VISIONNEERS during the execution of the Contract.
The Client is solely responsible for the security of its personnel's individual workstations allowing access to the Platform. In the event of a fraudulent intrusion into its information system, intranet network, and/or individual workstations, the Client will promptly inform VISIONNEERS in writing. The Client agrees to allow remote control of User profiles within the Platform as part of the Associated Services described in Articles 4.2 and 4.3 of this Contract.
In general, the Client commits to collaborating with VISIONNEERS and providing all necessary information for the proper execution of the Contract. It is understood between the Parties that, since the Client cannot know which information is necessary, only the information requested in writing by VISIONNEERS will be provided, subject to confidentiality. The Client's responsibility cannot be engaged for failure to communicate information not requested by VISIONNEERS.
The Client is solely responsible for its choice of internet service provider allowing access to the Platform, and VISIONNEERS provides no guarantee in this regard and cannot be held liable for interruptions and/or unavailability and/or errors or bugs occurring on the Platform due solely to this fact.
The Client declares and acknowledges that the Credentials are intended to protect Data, namely their confidentiality and integrity. Therefore, the Client will regularly update passwords according to prevailing standards. The Client is solely responsible for using the Platform in accordance with applicable French and/or foreign regulations and cannot hold VISIONNEERS liable in this regard.
The Client will use the Platform in accordance with the Contract and any written instructions provided by VISIONNEERS (especially in case of identifying security vulnerabilities).
The User is solely responsible for the content and comments collected or transmitted on each project under the execution of these Terms and Conditions.
The User's liability may be engaged due to non-compliance with these Terms and Conditions of Use, privacy policies, or any legal, regulatory, or international provisions applicable.
The User guarantees VISIONNEERS against any harm, claims, and third-party actions resulting from a violation by the User of these Terms and Conditions of Use, privacy policies, or any legal, regulatory, or international provisions applicable.
Each Party declares that it complies with the regulations applicable to its activity.
For web collection activities, VISIONNEERS will collect data. The collection will be performed on data concerning the User and their clients, without systematically extracting any personal (names, nicknames, emails) or sensitive information, or only with the consent attached to the data according to the recommendations of the Privacy Tech White Paper on data governance published on April 10, 2019. It is noted that in case of massive use of the service, the User has obtained prior consent from the relevant Site. The sourcing of evaluators and the collection of information from users will be subject to the same provisions.
The Client ensures that it has the authorizations for data collection in all its forms and acknowledges being solely responsible in case of dispute. VISIONNEERS simply provides the solution.
For proper site administration, VISIONNEERS may record connection and navigation logs on the site and retain them for a maximum of 36 months.
In general, the User guarantees that the information sent through VISIONNEERS' Services does not contravene any legal, regulatory, or international provision applicable to them, especially those in force in France, the state where the User operates, or the rights of third parties.
For informational purposes, and without this list being exhaustive, importing data of clients and prospects is subject to data protection rules and the following rules:
United States: Telemarketing Sales Rule, Federal Telephone Consumer Protection Act, Can-Spam Act.
France: Articles L.34-5 of the Postal and Electronic Communications Code and L.121-34-1-1 of the Consumer Code, Article 323 of the Penal Code, Article L342-1 of the Intellectual Property Code.
Italy: Codice in materia di protezione dei dati personali.
Spain: Ley 34/2002, of July 11, on Information Society Services and Electronic Commerce and Ley Orgánica 15/1999, of December 13, on Personal Data Protection.
United Kingdom: The Privacy and Electronic Communications (EC Directive) Regulations 2003.
9. DURATION - RENEWAL
9.1. COMMENCEMENT OF THE CONTRACT
The Contract takes effect from the Effective Date for the Duration of the Contract.
9.2. RENEWAL OF THE SUBSCRIPTION
At the end of the Subscription Duration as initially subscribed, the Subscription will be automatically renewed for successive periods of twelve (12) months, unless the Contract is terminated by the Client at least three (3) months before each renewal date, by registered letter or email to the address at the top of this document with acknowledgment of receipt.
10. TERMINATION - EFFECTS
10.1. TERMINATION
If either Party fails to comply significantly with any of its essential obligations under the Contract as defined in Articles 3, 8, 10, 12, 13, 14, 15, 16.9, the other Party may, thirty (30) days after a formal notice by registered letter with acknowledgment of receipt has gone unheeded, declare the Contract terminated by right, without further formality.
If the effects of a force majeure event, as defined in Article 13.1 below, last for more than thirty (30) days, the Contract may be terminated by right at the request of either Party after written notification by registered letter with acknowledgment of receipt, without compensation.
VISIONNEERS reserves the right to terminate the Contract by right without any justification or to decline a contract renewal with three months' notice. The Client will not be entitled to any compensation in any form.
10.2. EFFECTS OF TERMINATION
The Client agrees, on the effective date of termination, to immediately cease all use of the Platform.
Termination of the Contract for any reason requires the Client to settle all amounts due to VISIONNEERS as specified in the Contract.
Beyond this period, VISIONNEERS commits to retaining no copies of the Client's Data, or that of its Users, on its hosting servers or those of any subcontractors.
The Client will actively collaborate with VISIONNEERS to facilitate the retrieval of Data. VISIONNEERS will ensure that the Client can continue to use the Data, without interruption, either directly or with the assistance of another provider.
Any other assistance beyond that described above requested by the Client from VISIONNEERS will be subject to additional billing.
11. PRICING AND PAYMENT TERMS
11.1. PRICING – PRICE ADJUSTMENTS
The prices are stated in the appendix and will be billed as indicated. Any Additional Services ordered by the Client will either be subject to a quote from VISIONNEERS duly accepted by the Client and/or a purchase order from the Client reflecting the details of VISIONNEERS’ quote, or will be described in the appendix with the price defined therein. All prices listed in the appendix will be automatically revised on the anniversary date of the Contract (i.e., every twelve (12) months from the Effective Date).
11.2. PAYMENT TERMS
All invoices under this Contract are due within thirty (30) days from the invoice date. Invoices are annual and require advance payment based on the selected content. If there is an upgrade to a higher service, an annual invoice for the difference will be issued on a pro-rata basis and subject to the same payment conditions. Failure to pay an invoice without justification may lead to the suspension of the Subscription. Any amount not paid by its due date will automatically accrue late payment interest at the ECB (European Central Bank) refinancing rate plus ten (10) percentage points, as well as a flat fee of forty (40) euros for collection costs. These interests will accrue from the due date until full payment.
12. INTELLECTUAL PROPERTY
12.1. USE OF THE PLATFORM
Except where the law prohibits such restriction, the Client agrees to use the Platform only for its business-related needs. In this context, the Client limits its use to:
Users;
The number of accesses as per the Contract; and
Excluding all third parties;
Excluding any commercial use or exploitation on behalf of third parties and/or any distribution to third parties, whether for free or for a fee.
The Client agrees to ensure that only Users have access to the Platform. The Client is prohibited from assigning, providing, lending, renting, disseminating the Platform, granting sublicenses, leases, or other rights, or more generally, communicating all or part of the Platform to a third party without the prior written consent of VISIONNEERS. The Client agrees not to use the Platform for unlawful purposes and/or in a way that infringes the rights of third parties.
Under no circumstances can the Client and Users:
Modify the Platform and its features,
Reproduce the Platform and its features,
Distribute the Platform commercially,
Arrange, adapt, or translate the Platform and its features,
Market the Platform and its features,
Correct the Platform and its features,
Decompile the Platform,
whether directly or with the assistance of a third party, without the prior written consent of VISIONNEERS, except as strictly required by law. Any breach of the provisions of this article constitutes a violation of the Contract.
12.2. VISIONNEERS' INTELLECTUAL PROPERTY RIGHTS
The trademarks and logos used by VISIONNEERS are part of the Protected Elements. VISIONNEERS thus holds and retains ownership of the intellectual property rights to the Protected Elements. VISIONNEERS grants the Client a limited, personal, non-transferable, and non-exclusive license to use the Protected Elements under the conditions specified herein. Any other use is expressly excluded.
The content made available to the Client as part of the Subscription is only usable within this framework and solely at the Client's responsibility. The Client cannot under any circumstances:
Modify the Protected Elements,
Reproduce the Protected Elements,
Arrange, adapt, or translate any or all of the Protected Elements,
Market the Protected Elements,
Correct the Protected Elements,
Decompile the Protected Elements,
Create derivative works of the Protected Elements,
whether directly or with the assistance of a third party, without the prior written consent of VISIONNEERS, except as strictly required by law.
12.3. CLIENT'S INTELLECTUAL PROPERTY RIGHTS
Hereinafter referred to as the "Deliverable(s)." This assignment is non-exclusive, and VISIONNEERS retains the right to reuse the said reference and/or any evaluation report of End Users. VISIONNEERS guarantees the Client the freedom to exploit the Deliverable. This assignment is not subject to any territorial limitation and is granted for the duration of copyright as defined today and extended in the future by applicable laws and regulations. This assignment is granted in exchange for payment of the Additional Service and/or Subscription Price, which includes the assignment price. VISIONNEERS expressly waives any proportional remuneration due to the absence of commercial exploitation of the Deliverable(s).
12.4. INFRINGEMENT
VISIONNEERS guarantees the Client peaceful enjoyment of the Protected Elements, both from its own actions and those of third parties. In the event of any infringement action, VISIONNEERS' liability is limited to the following, at VISIONNEERS’ choice – provided this limitation is applicable under the current law:
Replacement or modification of infringing elements among the Protected Elements at no cost to the Client to ensure the continuity of the Platform's use and its features;
Obtaining from the third party the right for the Client to continue using the Protected Elements at no cost to the Client;
Immediate termination of this Contract without the Client being entitled to any refund or being required to pay any other amount to VISIONNEERS for the current annual period; in such a case, VISIONNEERS will promptly implement the reversibility provided in Article 10.2 of the Contract, at no cost to the Client.
13. LIABILITY – WARRANTY – INSURANCE
13.1. LIABILITY – WARRANTY
VISIONNEERS warrants that the Platform complies with the specifications described in its quote and, if applicable, in the documentation provided to the Client. This warranty is valid for a period of three (3) months from the Effective Date. This warranty is excluded if the Client does not adhere to the Platform's usage conditions. In particular, VISIONNEERS does not guarantee the Platform's suitability for the Client's specific needs, the absence of bugs, or the absence of failures or malfunctions due to interruptions or poor quality of the communication networks connecting the Platform to the Client's information system.
VISIONNEERS does not guarantee the quality and accuracy of the Data generated by the Platform and is only obligated to use reasonable efforts in this regard, given that the generated Data depends closely on the input Data provided by the Client during the use of the Platform. Consequently, the Client uses the Platform and the Data generated from its use at its own risk, with no recourse against VISIONNEERS.
VISIONNEERS' liability under this Contract is limited to the amount of 1/10th of the sums paid by the Client under the Contract in the twelve (12) months preceding the occurrence of the damage. This limitation does not apply in cases of personal injury and infringement of the Client's intellectual property rights.
VISIONNEERS cannot be held liable in the event of:
Modification of all or part of the Platform or the information accessible through the Platform not performed by VISIONNEERS or by one of its authorized service providers;
Use of all or part of the Platform when VISIONNEERS, due to a difficulty or for any other reason, had recommended suspending the use of the Platform;
Use of the Platform in an environment not compliant with the documentation's requirements or in connection with third-party programs or data not expressly approved by VISIONNEERS;
Any damage resulting from a fault or negligence of the Client, or which could have been avoided by consulting VISIONNEERS;
Any damage resulting from a fault or negligence of a third party;
Use in connection with the Platform of programs not provided or approved by VISIONNEERS and likely to affect the Platform or the Client's Data.
Neither Party will be liable for delays or non-performance of an obligation under this Contract resulting from a force majeure event as defined by French law and jurisprudence. It is expressly agreed between the Parties that failures, malfunctions, interruptions, or poor quality of communication networks constitute a force majeure event beyond the control of either Party and meet the criterion of unforeseeability.
VISIONNEERS will not be liable for indirect and/or immaterial damages suffered by the Client due to the use of the Platform, such as the notion of indirect and/or immaterial damages defined by French case law, and in particular for any loss or destruction, total or partial, of the Client's Data, except for failure to meet its legal obligations as outlined in Article 15.
13.2. INSURANCE
VISIONNEERS undertakes to contract and maintain in force during the Contract’s Duration, a liability insurance policy with a reputable insurer known for its solvency. VISIONNEERS has taken out professional liability insurance covering, among other things, all its activities and risks of errors and omissions, bodily injury, material damage, and contractual liability.
14. CONFIDENTIALITY
The Parties agree to keep strictly confidential all Confidential Information exchanged under the Contract, regardless of the transmission mode of such Confidential Information, and specifically to:
Not disclose or communicate Confidential Information, directly or indirectly, to any third parties,
Disclose Confidential Information from the disclosing Party only to its personnel who need to know for the execution of the Contract, after informing them of their obligations under the Contract,
Reproduce Confidential Information and/or store it on electronic media only to the extent strictly necessary for this purpose,
Not file for patents or any other industrial or intellectual property rights including such Confidential Information,
Adopt and maintain all necessary measures to prevent unauthorized access to the disclosing Party's Confidential Information and to ensure that Confidential Information disclosed by the disclosing Party to the receiving Party is treated with the same degree of protection and care as its own Confidential Information, and in particular, to take all necessary measures against theft, disclosure, copying, or unauthorized reproduction of the disclosing Party's Confidential Information.
Notwithstanding the above, the Parties may be required to disclose any Confidential Information as required by law, regulation, or mandatory legal proceedings, provided that the receiving Party notifies the disclosing Party as soon as it becomes aware of such obligation, in order to allow the disclosing Party to oppose or limit such disclosure.
15. PERSONAL DATA
15.1. DATA PROTECTION ACT
The Parties acknowledge and agree that VISIONNEERS, in the context of providing the Platform, acts as a data controller of personal data and processes such data in accordance with applicable regulations, including the General Data Protection Regulation (GDPR) and the French Data Protection Act (Loi Informatique et Libertés). The Client is responsible for its compliance with applicable regulations and undertakes to obtain all necessary consents for the processing of personal data through the Platform.
15.2. CLIENT'S OBLIGATIONS
The Client is responsible for ensuring that it complies with the applicable regulations concerning the processing of personal data. The Client undertakes to provide VISIONNEERS with all necessary information to allow VISIONNEERS to comply with its obligations as a data controller.
15.3. CLIENT'S DATA PROTECTION
VISIONNEERS guarantees that it will only process the Client's personal data for the purposes specified in the Contract and will implement all necessary technical and organizational measures to ensure the security and confidentiality of such data.
15.4. DATA RETENTION AND DELETION
VISIONNEERS will retain the Client's personal data only for the duration necessary to fulfill the purposes of the Contract and will delete such data in accordance with applicable regulations and upon termination of the Contract.
16. TERM – TERMINATION
16.1. TERM
The Contract is entered into for a fixed term as specified in the appendix. It will automatically renew for additional terms of the same duration unless terminated by either Party in accordance with the termination provisions.
16.2. TERMINATION FOR CONVENIENCE
Either Party may terminate the Contract without cause by providing written notice to the other Party, with the notice period specified in the appendix.
16.3. TERMINATION FOR BREACH
In the event of a breach of any provision of the Contract by one of the Parties, the non-breaching Party may terminate the Contract by providing written notice to the breaching Party, specifying the nature of the breach and allowing a period for remedying the breach as specified in the appendix.
16.4. EFFECTS OF TERMINATION
Upon termination of the Contract:
The Client will immediately cease using the Platform and return or destroy any Confidential Information and/or Protected Elements.
VISIONNEERS will promptly implement the reversibility provided in Article 10.2 of the Contract, at no cost to the Client.
Any amounts due to VISIONNEERS up to the date of termination will remain payable.
17. MISCELLANEOUS
17.1. ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and understandings, whether written or oral.
17.2. AMENDMENTS
Any amendments or modifications to the Contract must be made in writing and signed by authorized representatives of both Parties.
17.3. ASSIGNMENT
Neither Party may assign its rights or obligations under the Contract without the prior written consent of the other Party.
17.4. SEVERABILITY
If any provision of the Contract is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
17.5. GOVERNING LAW AND JURISDICTION
The Contract will be governed by and construed in accordance with French law. Any disputes arising out of or in connection with the Contract will be subject to the exclusive jurisdiction of the courts of Paris.