General Terms and Conditions of Sale

The purpose of these General Terms and Conditions of Sale (hereinafter the « GTC ») is to define the terms and conditions as well as the arrangements under which the following parties govern their relationship:

The company JSYS, a société à responsabilité limitée (SARL) with a share capital of 1,000 euros, registered with the Montauban Trade and Companies Register under number B 799 340 625, with its registered office at 1435 route des crêtes 82120 Mansonville, represented by Mr. Jérôme SAYNES in his capacity as Manager (hereinafter « SARL JSYS »), is the publisher and operator of the website « www.archifacile.fr » (hereinafter the « Website »).

On the one hand,

And

Any natural or legal person, whether under private or public law, who subscribes to one of the paid features offered by the website www.archifacile.fr in accordance with the terms of these GTC (hereinafter the « Client »),

On the other hand.

The Provider and the User being individually referred to as a « Party » and collectively as the « Parties ».

PRELIMINARY ARTICLE

The Provider has developed and markets, as a SaaS Application on the website www.archifacile.fr, a solution — the ARCHIFACILE SaaS Application — offering any natural or legal person a tool for drawing house or apartment floor plans.

The ARCHIFACILE SaaS Application includes, in particular, the following main Services:

• Floor plan creation: A technical tool for creating a custom floor plan, adding various rooms, walls, doors, windows, etc., as needed;

• Furnishing tool: In conjunction with the previous tool, the furnishing tool allows adding furniture to drawn plans, planning electrical and plumbing integration, and adding specific fittings;

• Text tool: A tool for adding shapes, dimensions, text, or laser telemetry to plans.

• The ability to import supplementary documents: The tool allows importing third-party documents directly into plans (e.g., cadastral plan).

The Services are offered as a licence purchase without a trial period. The pricing schedule for the SaaS Application is available at: https://www.archifacile.fr/versions

The purpose of these GTC is to define the terms of sale of the ArchiFacile Application to third parties, and the various Client Services, according to the version chosen.

The SaaS Application ArchiFacile.fr is published by the company JSYS, represented by Mr. Jérôme SAYNES, and is deployed on the website www.archifacile.fr

Data is hosted by OVH (https://www.ovh.fr)

1. Definitions

Terms beginning with a capital letter have the meaning defined in these GTC and in particular below, whether used in the singular or plural.

« Purchase »: refers to the version subscribed by the Client, through an online form or a quote, for one or more tools offered by the SaaS Application, for a firm minimum volume of Users for a specified period, in exchange for payment of the fees due for the Services.

« Application » « SaaS Application »: generically refers to the ArchiFacile SaaS Application, published by SARL JSYS.

« ArchiFacile »: generically refers to the website https://www.archifacile.fr and the tool made available on the website.

« Availability Date »: refers to the date on which the ArchiFacile SaaS Application is made available to the Client.

« Availability » or « Available »: refers to the state of the ArchiFacile Application when any User can access it and use it normally in accordance with the Documentation.

« Documentation »: refers to the documentation communicated by JSYS to the Client or directly accessible on the Website, such as the Privacy Policy, the General Terms and Conditions of Sale, the user guide describing the features of the Services, as well as any future new versions that may be updated and published online at any time by JSYS.

« Data »: refers to all data of any nature (editorial, graphic, audiovisual or other), transmitted and/or uploaded to the ArchiFacile Application by the Client and/or Users and/or generated from such data by the SaaS Application during its use.

« Personal Data »: refers to any Data relating to an identified or identifiable natural person. This includes, for example, identification data (surname, first name, date of birth, address, email address, telephone number, etc.), professional data (entity, position, etc.), economic and financial data (socio-professional category, bank account details, etc.). These elements correspond to the definition of personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 « GDPR » on the protection of natural persons with regard to the processing of personal data and the free movement of such data, and of French Law No. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties, as amended by the Law of 6 August 2004.

« Registration Personal Data »: generically refers to Personal Data transmitted by the Client for the purpose of creating their Client account and the proper use of the SaaS Application.

« Personal Space »: refers to the dashboard within the ArchiFacile Application allowing the Client to display the various plans they have created and information about their account.

« Credentials »: refers to the combination of the username and password of a User whose rights allow access to the Accessible Data.

« Security Incident »: refers to an identified occurrence that compromises the security of Data.

« Day(s) »: refers to one (1) business day in France.

« GDPR »: refers to Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data.

« Services »: refers to the SaaS Application as well as all other tools and/or services offered by the Provider in its service catalogue, the Client being free to purchase one or more Versions of the tool.

« User(s) »: refers to any natural person with access to the Website or with access to the ArchiFacile SaaS Application and/or the Services through the Subscription taken out by the Client.

« Version(s) »: refers to the version purchased by the Client on the website https://www.archifacile.fr
There are currently 3 available versions: ArchiFacile, ArchiFacile Plus, and ArchiFacile Pro.

2. Acceptance

The Client declares and warrants that they have full legal capacity to enter into commitments under this Contract (as this term is described in Article 3 below).

Where the Client is a legal entity, the Client declares and warrants that the natural person acting on behalf of the Client has the power and capacity necessary to represent and bind such legal entity under this Contract.

Where the Client certifies that they are acting in a professional capacity in relation to the Provider, the Client as a legal entity acknowledges that the protective provisions applicable to contracts concluded with consumers, as well as the provisions of Articles 1127-1 and 1127-2 of the French Civil Code, do not apply.

Having reviewed the features and functionalities of the SaaS Application and the Services, the Client has chosen to subscribe to one or more versions offered by the Provider under the conditions set out below and in accordance with the chosen Purchase formula.

By subscribing to a version of the application with the Provider, the Client is presumed to have read these GTC and to have accepted them without reservation.
The GTC will be made available to the Client and submitted for their signature during the drafting and validation of the quote enabling the Client to receive the desired services implemented by JSYS.
The GTC are also available at any time at the following address: https://www.archifacile.fr/cgv

Any Purchase of a Version is firm and irrevocable. You benefit from a 14-day withdrawal period; for more information, please read paragraph 5.1.4 of these GTC.

3. Contractual documents

These GTC apply in addition to the General Terms of Use of the Services (hereinafter the « GTU »), which govern the general use of the Website, the SaaS Application, and the purchased version, which constitute the specific conditions of the subscription taken out by the Client. The GTC, together with the GTU and the Subscription taken out by the User, form a contract (the « Contract ») concluded between the Provider and the Client.

In the event of a contradiction between the GTC and the Version subscribed by the Client, the terms of the subscribed Version shall prevail.

No general or specific purchasing conditions of the Client may, except with the express written consent of the Provider, prevail over these GTC or supplement them.

The Provider reserves the right to modify, update or develop these GTC at any time. Any new version of the GTC will be published on the Website and sent by email to the Client. The new version of the GTC shall come into force upon expiry of a period of thirty (30) calendar days from the date of its online publication.

4. Duration

The Contract comes into force on the date of subscription to the Version of the Application chosen by the Client and continues until the end of the contract period specified therein.

In the present case, 3 versions exist:

• ArchiFacile: free offer, unlimited duration.
• ArchiFacile Plus: offered at a price of 39 € (thirty-nine euros), with « lifetime » access to the solution.
• ArchiFacile Pro: offered at a price of 9 € (nine euros) per month, with annual payment and monthly access to the solution.

Subscription to one of the versions of the Application is not subject to automatic renewal by tacit agreement.

In the event that the SaaS Application is discontinued due to commercial failure, the Provider undertakes to inform the Client by email and to display on the SaaS Application Website the conditions for the discontinuation of the ArchiFacile SaaS Application.
The Provider also undertakes to reimburse the Client for the amount paid for the purchased Version for instalments falling after the date of discontinuation of the SaaS Application, where such instalments have been paid in advance.

5. Purchase, fees and invoicing

5.1.1 Purchase

In consideration of the Purchase of a version of the Application, the Client undertakes to pay the Provider the Fees.

The Purchase of a version is committed by the Client for a specified period and for a firm volume of Users as set out in the pricing schedule for the entire duration of the Contract (hereinafter the « Agreed Volume »). Consequently, the Base Fee is definitively owed by the Client.

The Base Fee is invoiced according to the following model:

• ArchiFacile: free offer, unlimited duration. This free version of the Application offers limited features.

• ArchiFacile Plus: offered at a price of 39 € (thirty-nine euros), with « lifetime » access to the solution. This one-time payment version gives access to additional features available at the time of purchase. The ArchiFacile Plus version purchased will be the version existing at the time on the website. In the event of changes to the features of the ArchiFacile SaaS Application, the Client will need to subscribe again to the ArchiFacile Plus offer to benefit from the new features.

• ArchiFacile Pro: offered at a price of 9 € (nine euros) per month, with annual payment from the date of purchase and access to the solution for one full year. This version, with annual payment, gives access to additional features available at the time of purchase, without automatic renewal. If the Client does not wish to renew the subscription to this version, the Client's offer will revert to the ArchiFacile Plus Version.

Purchases on the website https://www.archifacile.fr are made securely.
All bank details that may be entered are encrypted using SSL technology.
To ensure the security of transactions, bank details entered online do not pass through JSYS.
Payment is made by entering bank details via a merchant system designed to ensure the confidentiality and safekeeping of said details.

5.1.2 Fees

All Fees invoiced by the Provider are expressed and payable in euros. They are exclusive of tax and will be increased by VAT at the rate in force on the date of invoicing.

All Fees other than the Base Fee owed to the Provider will be invoiced at the time of purchase of the Version on the website.

5.1.3 Invoicing

All Client invoices are directly payable and accessible within the ArchiFacile Application on the website www.archifacile.fr.
When purchasing a Version on the website, the Client is invited to choose the formula that suits their needs; the invoice will be sent by any appropriate means, including electronically.

Where you purchase a Version of the application in a professional capacity, and in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, all unpaid amounts shall automatically bear, without the need for formal notice, late payment interest at three (3) times the legal interest rate per day of late payment, calculated on a pro rata basis from the day following the payment date shown on the invoice. The applicable legal interest rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, in force on the day after the payment due date. Thus, the rate applicable during the first half of the year concerned is the rate in force on 1 January of the year shown on the invoice. For the second half of the year concerned, it is the rate in force on 1 July of the year shown on the invoice.

Additionally, a fixed indemnity of forty (40) euros for recovery costs shall be automatically owed to the Provider, without the need for formal notice. The Provider reserves the right to claim, upon presentation of supporting documents, an amount exceeding this fixed indemnity if the recovery costs actually incurred exceed the amount of forty (40) euros.

Furthermore, the Provider reserves the right, in the event of a payment default by the Client, to prevent the Client from using the ArchiFacile Application and its various features.

5.1.4 Withdrawal period

The Client is informed that, in accordance with Article L.221-18 of the French Consumer Code, they benefit from a right of withdrawal of fourteen (14) days following the purchase of a Version of the ArchiFacile SaaS Application and acceptance of these GTC.

To exercise this right, the withdrawal may be notified to JSYS by registered letter with acknowledgement of receipt, claiming the right of withdrawal, to the following postal address: 1435 route des crêtes 82120 Mansonville.

6. Provider's obligations

The Client acknowledges that the Services offered by the Provider rely on the use of complex technologies. Consequently, no obligation of result may be assumed by or attributed to the Provider in respect of the provision of the Services, the Provider's only commitments being made under an obligation of means. The Client acknowledges that the Service is provided to them « as is » by the Provider and without any implied warranty of any kind, including with regard to the Client's complete satisfaction following the purchase of a Version of the ArchiFacile Application.

The Provider undertakes to:

• Provide the Client with the assistance necessary for the use of the ArchiFacile Application within their information system, and support the Client in getting started with and familiarising themselves with the Application, should the Client express such a need;

• make the SaaS Application available to the Client for the duration of the Contract in accordance with its Documentation, it being specified that the ArchiFacile Application is accessible only through a Client account;

• maintain the availability of the ArchiFacile Application and the Accessible Data, in accordance with its Documentation;

• inform the Client, within the most reasonable timeframes, of any maintenance or failure of one or more services/features within the ArchiFacile Application;

• ensure the hosting of the SaaS Application and the Data in accordance with its Documentation. In this respect, the Provider is responsible for managing all relationships with its suppliers or various operators enabling the hosting and operation of the SaaS Application. In particular, in the event of a Security Incident, the Provider may, without prior notice, temporarily suspend the SaaS Application in order to remedy the Security Incident as quickly as possible; and

• provide corrective and evolutionary maintenance services for the ArchiFacile Application to ensure the proper functioning and sustainability of the SaaS Application and the Accessible Data in accordance with its Documentation.

In the event of unlawful use, hacking, security breach or intrusion into its infrastructure, or infringement of the Services or any element of the Services, the Provider reserves the right to suspend access to the Services after prior notification to the Client, except in cases of emergency.

7. Client's obligations

The Client undertakes to:

• ensure the proper use of the ArchiFacile Application in compliance with these GTC, the GTU, and the Documentation;

• cooperate in good faith with the Provider in the event of difficulty during the use of the ArchiFacile Application, including in the event of loss of credentials or refusal of connection to the ArchiFacile Application due to non-payment of usage fees;

• provide, at the latest and as soon as possible from the entry into force of the Contract, all information necessary for the provision and proper functioning of the SaaS Application, it being expressly agreed between the Parties that failure by the Client to comply with this obligation shall not prevent the Provider from invoicing the Base Fee, which remains, in such case and in any event, due;

• in the event of changes, update within a reasonable timeframe the list and necessary information of Users;

• pay the Fees to the Provider;

• comply with, and ensure that each User complies with, the rules of confidentiality and, as applicable, the confidentiality of their Credentials, and inform the Provider without delay in the event of unauthorised use of the ArchiFacile Application or if a Security Incident is identified, particularly in connection with the voluntary disclosure or misappropriation of Credentials, so that the Provider may take any appropriate measures;

• take the necessary steps to download and/or back up by their own means the Accessible Data, no copy of which shall be directly provided by the Provider except upon expiry of the Contract;

• not assign in any way the right to access and/or use the ArchiFacile Application without the prior written consent of the Provider; and

• not allow persons other than Users to use the SaaS Application.

It is the Client's responsibility to define their needs and to verify that the Purchase of a version of the Application is suitable, taking into account the objectives pursued and the equipment used. The Client declares that they have been informed of the specifics of the Services. Accordingly, the Client acknowledges having received all information and advice enabling them to appreciate the Services and their suitability to their needs.

The Client is informed that the connection to the ArchiFacile Application is made via the Internet. The Client is aware of the technical hazards that may affect this network and cause slowdowns or unavailability rendering the connection impossible. The Provider cannot be held liable for difficulties in accessing the SaaS Application that may be due to disruptions in the Internet network.

The prerequisites and specifications to be met by the Client to use the ArchiFacile Application and benefit from its features under sufficiently comfortable conditions are communicated by the Provider in the Documentation.

The Client acknowledges that they possess the required resources and is responsible for the resources they use, which are neither provided nor made available by the Provider. The costs related to implementing a configuration that meets the prerequisites and specifications are borne exclusively by the Client. Furthermore, the costs of access to the SaaS Application are borne exclusively by the Client, who personally undertakes to subscribe or arrange for the necessary telecommunications subscriptions.

The Services are implemented and used under the sole direction, control and responsibility of the Client, who is responsible for taking any appropriate measures to protect against any harmful consequences arising from such use.

The Client is solely responsible for the Data transmitted for the purpose of using the ArchiFacile Application.

The Client is solely responsible for the quality, legality and relevance of the Data transmitted for the purpose of using the ArchiFacile Application, it being understood that the Provider does not perform and is not required to perform any control, moderation, selection or verification of any kind on the Data.

The Client is also solely responsible for the use of the Accessible Data by themselves or by the Users. In particular, it is expressly agreed and acknowledged between the Parties that the Accessible Data does not constitute a recommendation or advice of any kind from the Provider and that any use made by the Client or Users is made independently of the Provider. Consequently, the Provider is released from any liability in the event of non-compliance of the Data provided by the Client and/or Users with laws and regulations, third-party rights, public policy, accepted standards of decency, or in the event of dissatisfaction with the Accessible Data in relation to the Client's needs, except where the Provider has modified the content of the Data (the processing of aggregation and/or pseudonymisation and/or anonymisation not constituting a modification of the Data content).

The Client warrants to the Provider that they have complied with all obligations incumbent upon them under French and European regulations on the protection of Personal Data and, in particular, that they have informed Users of the use made of their Personal Data.

8. Property

8.1 Data

The Client is the owner of the Data they provide and the Accessible Data. However, the Client expressly waives access to Data other than Personal Data belonging to them.

When the Contract terminates, for whatever reason, the Provider undertakes to return to the Client, within a reasonable timeframe, the Accessible Data and the Personal Data recorded in the SaaS Application, in the form of a machine-readable file.

The Data may under no circumstances be reproduced and/or used by the Provider for purposes other than those mentioned in the Contract.

8.2 Rights of use of the ArchiFacile Application

The Provider holds, directly or through its licensors, all intellectual property rights relating to the SaaS Application and the Documentation, which it retains with all associated prerogatives.

The Provider grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the ArchiFacile Application within the limits of the subscribed Version, for the duration of the Contract, worldwide.

The Client shall not acquire any intellectual property rights, nor any right, title or prerogative over the ArchiFacile Application or the Documentation other than the right of use conferred by the Contract.

The right of use means the right, in exchange for the Client's payment of the Fees, to use the ArchiFacile Application in the chosen version in accordance with its intended purpose and within the limits of the subscribed Version.

The Client may only use the ArchiFacile Application and the Documentation in accordance with their needs as expressed in the preamble above.

The Client does not benefit from any exclusivity in the use of the ArchiFacile Application.

The Provider reserves the right to use any enhancements, know-how and improvements that it may derive from its services under the Contract to enrich its service offering and, more generally, for any exploitation.

The Client shall not, and shall ensure that Users do not, reproduce in whole or in part, whether provisionally or permanently, the ArchiFacile Application and the Documentation by any means whatsoever, subject however to temporary and provisional reproduction that is strictly necessary for the conforming use of the Services by the Client or Users, and shall inform the Provider, who must give explicit consent in such a case.

Without limitation, the following are prohibited: (i) any dissemination, distribution, making available free of charge or for a fee of the SaaS Application and the Documentation to the public or third parties, (ii) any translation, adaptation, arrangement or modification of the SaaS Application and the Documentation, (iii) any decompilation, reverse engineering, disassembly, translation, analysis, particularly for the purpose of creating a similar service, software or digital tool, even for interoperability purposes, (iv) any assignment, rental, sublicensing or distribution of the SaaS Application and the Documentation, (v) the correction by the Client or a third party of any anomaly or error in the SaaS Application and the Documentation, the Provider alone reserving this right, (vi) the extraction or reuse of a qualitatively or quantitatively substantial part of the databases inherent in the SaaS Application, except for the Accessible Data.

The Client undertakes to respect the ownership notices of the Provider and/or its licensors appearing on the SaaS Application and/or the Documentation.

9. Warranties

The Provider declares that it has all the rights necessary to enter into the Contract and to comply with all its provisions, and in particular that it has the necessary and sufficient rights to grant the Client the use of the purchased Version, in accordance with the terms and conditions of the Contract.

The Provider does not warrant (i) that the ArchiFacile Application is free from anomalies, errors, defects or flaws, (ii) that it will operate without interruption or discontinuity, or bugs, or (iii) that any anomaly can be corrected. The Client is thus invited, in the « Contact » section of the website https://www.archifacile.fr, to report to the Provider any information deemed relevant for eliminating or correcting a bug.

The Provider warrants that the ArchiFacile Application is, in substance, consistent with the Documentation, it being understood that the Parties acknowledge and accept that, in the context of corrective and/or evolutionary maintenance of the ArchiFacile Application, the Provider is entitled to correct, adapt, update, innovate and/or develop the SaaS Application and the related Documentation.

The Provider warrants that it holds all intellectual property rights necessary to publish and market the Services. If, by virtue of a final court decision, or in the Provider's opinion, the Services are found to infringe the intellectual property rights of a third party, the Provider may, at its discretion and expense, choose to (i) modify the Services so that they are no longer infringing, (ii) replace them with a non-infringing solution with broadly equivalent or superior features, (iii) obtain the usage rights to allow the Client to continue using the Services in accordance with the Contract, or (iv) terminate the Contract and pay the Client a lump-sum and all-inclusive indemnity (covering all damages) equal to five percent (5%) of the Base Fee actually received by the Provider during the twelve (12) months preceding the termination date.

10. Subcontracting

The Provider may engage one or more subcontractors to perform all or part of its obligations under the Contract. The list of subcontractors is mentioned in the Documentation and they are expressly approved by the Client. It is expressly understood that the Provider may, at any time and at its sole discretion, change its subcontractors, of which it will inform the Client in writing within 30 Days, and the Client may not object.

In any event, the Provider shall remain solely liable to the Client for the performance of all its obligations.

The Provider undertakes to ensure the compliance of subcontractors with applicable regulations and assures the Client that it will not, to the extent possible, engage in chain subcontracting.

Finally, in the case of a subcontractor transferring personal data outside the European Union, the Provider undertakes to verify that all legal, technical and organisational mechanisms referred to in Article 46 et seq. of the GDPR are implemented.

11. Protection of personal data BY THE PROVIDER

11.1 Processing of Personal Data for the use of the ArchiFacile Application by the Client

With regard exclusively to the Personal Data for the creation of the User account and the subscription to a Version of the Application, the Client is informed that, in the context of the performance of the Contract, the Client's Personal Data is collected and processed:

• on a contractual basis, for the purposes of managing the commercial relationship and for the purpose of sending information emails about the Provider's new services and products;

• may be processed for the purpose of sending any commercial prospecting related to the Client's professional activity, on the basis of the Provider's legitimate commercial interest.

For the purpose of these objectives, the categories of personal data processed are as follows: identification data relating to the Client and their representatives (surname, first name, telephone number, email address), as well as technical data (relating to the device used by the Client, data sent by the Client's browser, and data from « cookies » or similar technologies) will be used.

The recipients of this data are the persons responsible for client relations within the Provider and the Provider's subcontractors ensuring the backup of this data.

For the management of the commercial relationship, the Client's Personal Data is retained for the entire duration of the contractual relations between the Provider and the Client, plus the legal periods relating to the proof thereof, and in the context of commercial prospecting operations for a period of three (3) years, at the end of which they are permanently deleted unless the prospect makes new contact.

Under the GDPR, the Client and interested persons (representatives / Client contacts) have, with respect to the Client's Registration Personal Data processed by the Provider, the rights of (i) access, (ii) rectification, (iii) erasure, (iv) restriction, (v) objection, (vi) portability to a third-party provider where applicable, and (viii) to determine the fate of the Client's Registration Personal Data in the event of death. They may exercise their rights by contacting by email: with proof of their identity.
These rights are explicitly set out in the privacy policy available on the ArchiFacile.fr website.

In the event of a dispute, the Client and interested persons (representatives / Client contacts) also have the right to lodge a complaint with the CNIL via the online service available at: www.cnil.fr/fr/plaintes, or by post to: 3 place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07. Any request for erasure of Personal Data, which may be made at any time at the above address, may prevent the performance of the Contract where it concerns data strictly necessary for such performance.

11.2 Security, confidentiality, breach and destruction of data

The Provider undertakes to implement measures to:

• take all useful precautions to preserve the confidentiality and security of Personal Data and, in particular, to prevent it from being distorted, damaged (subject to processing aimed at aggregation and/or pseudonymisation and/or anonymisation of Personal Data, which necessarily leads to its transformation) or disclosed to unauthorised third parties (except to competent authorities in the event of a judicial requisition or to the occupational health physician in the event of serious danger), and more generally to implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access, particularly where the processing involves the transmission of data over a network, and against any form of unlawful processing, it being specified that these measures must, in light of the state of the art, ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected;

• put in place authorisations to restrict access by individuals to Personal Data and communicate Personal Data only to persons who need to know it, ensuring that such persons are subject to an appropriate contractual or legal obligation of confidentiality and security, or to competent authorities in the event of a judicial requisition, or to the occupational health physician in the event of serious danger;

• notify the Client of any Personal Data breach as soon as possible after becoming aware of it, in particular to enable the Client to comply with the obligation to notify the CNIL of any data breach as soon as possible and, if feasible, within seventy-two (72) hours at the latest after becoming aware of it, as referred to in Article 33 of the GDPR; and

• implement the necessary measures for the protection of Personal Data in the event of a Personal Data breach, in consultation with the Client, to limit any negative effect on the persons affected by the breach.

The Provider undertakes to:

• respond within three (3) business days to any reasonable request from the Client concerning the Personal Data processed, to enable the Provider to take into account, within the required timeframes, any requests from data subjects (right of access, right of rectification, right to erasure, etc.), and more generally to take into account the nature of the processing and assist the Client through appropriate technical and organisational measures to fulfil its obligation to respond to requests from data subjects exercising their rights. In the case of more complex requests, the Provider undertakes to respond to the Client as soon as possible.

• when data subjects submit requests to exercise their rights to the Provider, the Provider undertakes to communicate the request and any necessary information to the Client so that the Client may respond in the most appropriate manner to the request received. The Client will process the request within the timeframes granted under applicable regulations. The Provider will then send a notification to the DPO of the data controller by email.

• provide the Client with all information and reasonable assistance to enable the Client to comply with its obligations in the event of a Personal Data breach.

12. Limitation of liability

Subject to gross negligence or wilful misconduct by the Provider, the total cumulative liability of the Provider under this Contract, for all causes and all damages combined, shall under no circumstances exceed an amount equal to a maximum of twenty-five percent (25%) of the Base Fee actually received by the Provider under the Contract concerned.

No action may be brought against the Provider under the Contract after the expiry of a period of one (1) year from the day on which the Client knew or should have known of the event giving rise to liability.

In any event, the Provider shall not be held liable for any malfunction or unavailability related to:

(i) the Client's total or partial failure to comply with an obligation, or the Client's refusal to cooperate with the Provider in resolving malfunctions;
(ii) use of the Services not in accordance with their intended purpose or with the Contract, or the Client's use of terminal equipment not suited to the characteristics of the Services;
(iii) incompatibility between the Services and new equipment implemented by the Client without the Provider's express prior written approval;
(iv) failure of electronic communications networks, or network slowdown or congestion;
(v) any deliberate act of degradation, malice, sabotage, or deterioration or damage that the Client's equipment may suffer, such equipment being under the Client's entire responsibility;
(vi) a case of force majeure.

Generally, the Provider shall not be held liable for any interruptions to the Services due to causes not directly attributable to it and/or beyond its control.

The Provider shall under no circumstances be held liable for indirect damages suffered by the Client that may arise from or in connection with this Contract and its consequences. Indirect damages include, but are not limited to, loss of earnings or profits, loss of data, loss of opportunity, commercial damages, consequences of complaints or claims by third parties against the Client, notwithstanding the fact that the Provider may have been warned of their occurrence.

The Client acknowledges that the price of the Services is established in consideration of these limitations and exclusions of liability and warranty.

13. Force majeure

The liability of each Party shall not be engaged and the Contract shall be suspended in the event of a force majeure event in accordance with Article 1218 of the French Civil Code.

The Party affected by the force majeure event must inform the other Party, by any written means (including email, registered letter with acknowledgement of receipt or hand delivery) within eight (8) Days from the date of occurrence of the event, indicating the expected duration of the impediment.

The performance of obligations affected by such force majeure event is suspended for its duration.

If the duration of the interruption due to force majeure exceeds thirty (30) Days from the date of notification of the occurrence of the force majeure event, the Contract may be terminated, as of right and without judicial formality, by the non-affected Party upon thirty (30) Days' notice sent by registered letter with acknowledgement of receipt to the Party affected by the force majeure event.

14. Early termination of the Contract

In the event of breach(es) by either Party of its obligations, not remedied within thirty (30) Days from the date of first presentation of the registered letter with acknowledgement of receipt sent by either Party notifying the breach(es), the affected Party may terminate the Contract as of right, without prejudice to any damages to which it may be entitled, subject to the limitations set out in the « Limitation of Liability » article.

Termination shall however take effect only from the day following the date of first presentation of a second registered letter with acknowledgement of receipt sent by the affected Party notifying the other Party of such termination, unless a later effective date is specified by the affected Party in said notification.

15. References and publicity

For the entire duration of the Contract, each Party is authorised to use, cite or include, in whole or in part, in any communication whatsoever, by any means and on any medium, the names, trademarks, trade names or any other distinctive sign belonging to the other Party, for the purposes of reference, publication, third-party information and/or promotion, subject to strictly complying with the other Party's visual identity guidelines.

16. Assignment

The Contract may not be partially or entirely assigned to a third party, whether free of charge or for consideration, by either Party without the prior written consent of the other Party.

Notwithstanding the foregoing, the Provider may freely assign, contribute or transfer by any means this Contract to any company controlling it, controlled by it or under the same control, the notion of control being understood within the meaning of Article L. 233-3 of the French Commercial Code.

17. Applicable law – Jurisdiction

These General Terms and Conditions of Sale are governed by French law.
This applies to both substantive and procedural rules, notwithstanding the places of performance of substantive or ancillary obligations.
JSYS is always willing and strongly encourages the use of an amicable solution before any legal action.

In the event of failure of an amicable resolution of the dispute, the Client and the Provider agree that any dispute relating to the validity, interpretation, performance, termination and/or consequences of the Contract shall be brought exclusively before the Commercial Court of MONTAUBAN, notwithstanding multiple defendants and third-party proceedings.

18. Miscellaneous provisions

It is recalled that each Party acts on its own behalf and under its sole responsibility. Neither Party may consider itself as an agent or representative of the other Party or as having an employer-employee relationship with the other Party.

The relationships established by the Contract between the Provider and the Client are those of independent contractors, and the Contract does not intend to establish any particular legal structure between them. The Contract constitutes neither an association, nor a partnership, nor a mandate given by the Client to the Provider, and vice versa. Each Party therefore refrains from making any commitment on behalf of the other.

The Contract shall be binding on the Parties, their successors and their authorised assigns. The expiry of the term or the occurrence of early termination of the Contract shall not affect the validity of the rights and obligations provided for in the articles « Property », « Limitation of Liability », « Applicable Law – Jurisdiction », « Miscellaneous Provisions », as well as any other provision of the Contract which, by its nature or by virtue of specific provisions, extends beyond the term or such early termination, until their respective expiry dates.

If any provision of the Contract is found to be null or unenforceable, all other provisions shall remain in force.

The titles of the articles in the Contract are purely indicative. In the event of any difficulty of interpretation arising from a contradiction between the title of an article and its content, the title shall be deemed non-existent.

The failure by either Party to enforce or delay in enforcing any provision of the Contract shall not be construed as a waiver of the right to enforce such provision in the future.

Unless otherwise stipulated, any notification, request or communication that may or must be made in performance of the Contract may be made by email, fax, registered letter with acknowledgement of receipt or equivalent means, or by hand delivery against receipt.

The French version of this document shall prevail in case of dispute.