GENERAL TERMS & CONDITIONS

1. Purpose

LEEWAY ("Tomorro") offers its clients access to a tool for centralising and managing contracts within their companies on a secure digital platform (the "Solution"), whose feature are described on the https://www.gotomorro.com/ website (the "Site").

The Solution enables them to generate, negotiate and sign their contracts (together, the "Services").

The "General Terms and Conditions” apply without restriction or reservation to any order for Services placed with Tomorro to access the Solution.

They grant the "Client" identified in the "Quote" and any authorised "Users" a personal licence enabling them to access the Solution and Services. 

The General Terms and Conditions together with any Special Conditions and the Quote form the entire contract (the "Contract").

In the event of conflict:

• the provisions of the Quote prevail shall prevail over the Special and General Conditions. 
• the provisions of the Special Conditions shall prevail over the General Conditions.

In the event of conflict between different Quotes, the most recent document shall prevail over the oldest.

The Contract shall prevail over any other general or special conditions not expressly agreed by Tomorro.

The Client acknowledges that close and continuous collaboration with Tomorro is required to ensure optimal use of the Solution, in accordance with these General Terms and Conditions.

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2. Definitions

"Co-Contractor": means any individual or legal entity acting exclusively in a professional capacity and designated by a User to access a Document. The Co-Contractor accesses the Solution free of charge without having to create a User Account and may, depending on the task that is assigned by the User, view the Document, comment, modify and/or sign it, where applicable.

"Account": means the personal space reserved for the Client identified in the Quote, which allows them to access the Solution by means of a username and password.

The Client may have several Accounts open on the Solution, as listed in the Quote.

"Contributor": refers to an entity designated as such by the Client and having access to the Solution through a User Account. The Contributor shall act in accordance with the directives defined by the Administrators and on behalf of the Client. In particular, they may generate Documents, read, edit and sign in accordance with Administrators' instructions. The Client is solely responsible for the choice of Contributors and the length of time they have access to the Solution. Tomorro is not responsible for checking their identity or their activities or moderating the Documents published on the Solution. Tomorro shall remove access to the User Account from any Contributor designated by the Client within a maximum of 48 hours following the Client's request.‍

"Quote": means the provisional invoice address by Tomorro to the Client and accepted by the Client, specifying in particular the price of the Services, the number of Account(s), Users and authorised Documents, as well as the functionalities selected. 

"Document": refers to any document downloaded on the Solution, accessible by Users and Co-Contractors who have been granted authorised access.

"Services": means all the functionalities provided by Tomorro and made available to the Client and, more generally, to Users under the Contract, in particular, access to the Solution.

"Solution": means the contract management tool made available to the Client, Users and Co-Contractors by Tomorro, accessible at https://gotomorro.com

"User Account": means the personal space reserved for a User other than the Co-Contractor, enabling them to access the Solution with an individual username and password. The Client designates the authorised Users so that they can create a User Account in their name, through which they can perform tasks on behalf of the Client.

"User": means any user of the Solution, including (i) the Client, (ii) the Administrator(s), (iii) the Manager(s) and (iv) the Contributors. Each acts exclusively in a professional capacity. Hierarchically, the Client is the superior of the Administrators and Managers, who themselves exercise a hierarchical role over the Contributor:

1. "Client": means any individual or legal entity acting in a professional capacity and having signed a Quote. Through their Account on the Solution, the Client may designate Administrators and/or Contributors for whom they act as guarantor, acting in accordance with their directions and whose number is set out in the Quote.
2. "Administrator": the user designated by the Client who can set up Document management on their account.
   They may also read, create, review and sign Documents, manage the creation of User Accounts and other Users' access to the Solution.
   ‍The Client is solely responsible for the choice of Administrators and the length of time for which they have access to the Solution. Tomorro is not responsible for checking their identity, checking their activities or moderating the Documents published on the Solution. Tomorro shall remove access to the User Account from any Contributor designated by the Client within a maximum of 48 hours following the Client's request.‍
3. "Manager": means the entity designated as such by the Client and having access to the Solution via a User Account. The Manager shall act in accordance with the directives defined by the Administrators and on behalf of the Client. They may approve contracts before sending and/or before signing in approval procedures, in accordance with instructions from Administrators. The Client is solely responsible for the choice of Managers and the length of time during which they have access to the Solution. Tomorro is not responsible for checking the Managers' identity, checking their activities or moderating downloaded Documents. Tomorro shall remove access to the User Account from any Manager designated by the Client within a maximum of 48 hours following the Client's written request.‍
4. "Contributor": refers to a User designated as such by the Client and having access to the Solution through a User Account. The Contributor shall act in accordance with the directives defined by the Administrators and on behalf of the Client. In particular, they may generate Documents, read, edit and sign them in accordance with Administrators' instructions. The Client is solely responsible for the choice of Contributors and the length of time they have access to the Solution. Tomorro is not responsible for checking their identity, checking their activities or moderating the Documents published on the Solution. Tomorro shall remove access to the User Account from any Contributor designated by the Client within a maximum of 48 hours following the Client's request.

3. Services reserved for professionals

The Client must meet the following cumulative conditions to access the Solution and the Services. 

• Be a legal entity acting through an individual person with the power or authority to enter into Contracts on behalf and in the name of the Client. 
• Be a professional, which means any individual or legal entity acting for purposes within the scope of their commercial, industrial, craft, independent profession or agricultural, including when they act in the name or on behalf of another professional.

4. Access to the Solution and Services

4.1 Accepting the Quote

The Client may contact Tomorro by any means of communication to discuss the Services to which they wish to subscribe.

Before any access to the Services, the Client must provide Tomorro with the relevant information and documents to enable Tomorro to identify the Client's requirements and expectations. 

On this basis, Tomorro shall draw up a Quote which it will send to the Client by email, setting out the duration of the commitment, the subscription cost and the description of the Services.

The Client who wishes to order Services must approve the corresponding Quote within the stipulated period, by any written means, particularly by email. If not, the Quote shall be null and void.

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4.2 Registration

Once the Quote is accepted, a “Kick-Off” meeting is organised with the Client, who may then register on the Solution, together with any authorised User by clicking on the hyperlink provided in the confirmation email sent by Tomorro.

The User must provide all the information marked as compulsory, in particular their surname, first name, professional email address and password. The User acknowledges and accepts that the email address provided on the registration form constitutes their login.

Incomplete registrations shall not be approved. 

Upon registration an account in the name of the User shall be opened (the "User Account"), giving access to a personal space (the "Personal Space") which enables the User to manage their settings and their use of the Services, in a format and using the technical means that Tomorro deems most appropriate.

The Client remains responsible for the Users' personal use of the Solution.

The User guarantees that all information given on the registration form is accurate, up to date and truthful and is not in any way misleading.

The User undertakes to update this information in their Personal Space in the event of any changes so that the information always meets the above-mentioned criteria.

The User is hereby informed and accepts that the information entered to create or update their User Account shall constitute proof of identity. The information entered is binding upon validation.

The User may access their Personal Space at any time by entering their username and password.

The User undertakes to use the Services themselves and not to allow any third party to use them in their place or on their behalf, unless the User assumes full responsibility.

The User is also responsible for keeping confidential their username and password. Any access to the Solution using this information shall be deemed to have been made by the Client or their Users. Each User must immediately contact Tomorro if they notice that their User Account has been used without their knowledge. The User acknowledges Tomorro's right to take all appropriate measures in this case.

5. Description of Services

5.1 Services offered on the Solution

The Solution is a contract centralisation and management tool available on a secure, digital plaform that allows the Client to create, negotiate, sign, manage and store all their contractual documentation. 

Before subscribing, the Client acknowledges that they can consult the Website to find out about the features and limits of the Services, in particular at a technical level, which were explained to the Client at the Kick-Off.

All Services offered are also set out in the Quote accepted by the Client.

Tomorro undertakes to train the Client in how to use the Solution (the Client may then train their own Users) in accordance with the conditions set out in the Quote.

5.2. Hosting the Solution

Tomorro undertakes to host all the Documents and data added by the Client on the Solution, in accordance with industry practice and standards, on its own servers or by a professional hosting provider that operates in accordance with industry standards.

Tomorro shall backup all Documents on the Solution on a daily basis. 

Tomorro undertakes to provide the Client with sufficient storage and processing capacity for the Services.

Tomorro undertakes to implement all the technical means, in accordance with industry practice, necessary to ensure security and access to the Services, including protection and monitoring of infrastructures, controlling physical and/or remote access to the said infrastructures, as well as putting in place detection, prevention and recovery measures to protect servers from malicious acts.

Tomorro undertakes to take all necessary precautions, in view of the nature of the data and the risks presented by the automated data processing used to implement the Services, to preserve Document and data security, and in particular to prevent them from being distorted, damaged or accessed by unauthorised third parties.

5.3. Maintenance and Support

5.3.1. Maintenance

5.3.1.1. Corrective maintenance

Tomorro shall provide corrective maintenance for the Solution. 

The Client and any User may report any "Anomaly" to the chatbot accessible directly on the Solution or by email: support@gotomorro.com. An Anomaly is understood as a breakdown occurring when one or more Services defined in the Contract are not available.

The Client and any User will endeavour to provide as much information as possible, in particular the difficulties encountered and the circumstances in which they occurred, so that Tomorro is able to characterise the incident (for example, a screen shot showing the error message, Service configuration information, configuration modifications, installing new versions of the Solution).

Receipt of this information is deemed to be notification of an Anomaly.

Tomorro shall then diagnose the Anomaly, checking if it has been caused by the Solution. Tomorro shall inform the Client and/or the User by email of the results of this diagnosis as soon as possible.

If it is found that the Anomaly originates from the Solution, Tomorro undertakes to use the necessary resources to correct the Anomaly or to find a workaround enabling the User to use the Solution in accordance with its intended purpose, as soon as possible. 

These deadlines fall within Tomorro's intervention times on working days. A working day is defined as an uninterrupted period of nine hours, from Monday to Friday, between 9am and 6pm. Any time period commencing during this period will expire at the same time on the last working day of the period.

Once the Anomaly has been definitively corrected, Tomorro shall email the Client and/or the User a written report of its intervention. The date on which the report is sent shall be deemed to be the end of the intervention.

5.3.1.2. Upgrade maintenance

Throughout the period set out in the Quote, Tomorro shall provide to the Client and/or the User:

• any improvements to the Solution's functionalities, relating to its ergonomics, performance speed and efficiency and/or any revisions aimed at introducing minor extensions to the Solution (the "Updates"),
• any modifications to the Solution and related documentation through the addition of new features (the "New Versions").

The nature and regularity of these Updates and New Versions shall be at Tomorro's discretion.

The Updates may be carried out automatically and without prior notice.

5.3.2. Support

Tomorro offers each User technical assistance via the email address support@gotomorro.com or via the chatbot directly on the Solution, from 9am to 7pm from Monday to Friday, in French and in English, allowing the User to ask any questions or report any difficulties encountered when using the Services.

5.4. Other Services

Tomorro reserves the right to offer any other Service that it deems useful, in a format and according to the functionalities and technical resources that it deems most to provide the aforementioned Services.

6. Financial terms and conditions

6.1. Price

The cost of access to the Services and the Solution is set out in the Quote.

Unless otherwise indicated, prices are expressed in Euros and excluding taxes.

6.2. Invoicing and payment terms

Unless otherwise stated in the Quote:

• The Services are subject to annual invoicing in arrears;
• Invoices sent to the Client are payable by bank card directly on the Solution or by bank transfer, upon receipt of the invoice.

6.3. Late payment and non-payment

The Client is hereby informed and expressly accepts that any delay in pay of all or part of a sum due to Tomorro on its due date will automatically, after a first payment reminder has been sent, result in:

• All sums owed by the Client becoming immediately due, whatever the terms of payment that have been agreed;
• The suspension of Services as well as access to the Solution until full payment of all sums due;
• Tomorro invoicing late payment interest, which is due based solely on the contractual due date, at the rate of three times the legal interest rate, based on the amount of the debt not paid by the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the recovery costs actually incurred exceed this amount.

6.4. Price review

The cost of Subscription to the Solution set out in the Quote may be revised annually during the term of the Contract, if the Contract is for more than a year, by reference to the Syntec index (the "Index"), using the following formula: P1 = P0 x I1/10

• P0 being the price before revision;
• I0 being the most recent Index published on the date on which the price before revision was determined;
• I1 being the most recent Index published on the date of revision;
• P1 being the price after revision.

The price accepted in the Quote may also be subject to review by Tomorro if and when the Contract is renewed.

The Client shall be informed of this review by any necessary mode of communication at least 2 months before the end of their Contract, to enable them to avoid tacit renewal if the Client does not accept it. 

If the Client objects, they may terminate their subscription in accordance with the Contract terms. Otherwise, the Client will be deemed to have accepted the new rates.

Once they come into force, the new prices shall apply when the Contract is renewed.

7. Contract duration, termination

The Client takes out a paying subscription, the duration and renewal conditions of which are set out in the Quote.

At the end of its term, and unless otherwise specified in the Quote, the subscription is tacitly renewed for a new 12-month period, from date to date, unless otherwise agreed by the Parties on this new duration or unless Tomorro or the Client gives notice of termination no later than one month before the end of the Initial Period.

In any event, termination of the subscription is made by any written means, email or registered letter with acknowledgement of receipt and shall take effect at the end of the subscription period during which the request is sent.

Whatever the reason for the Contract termination, it terminates the Client's rights to access the Service, the Solution and their account.

8. Client's obligations and liability

Without prejudice to other obligations under the Contract, the Client undertakes to comply with the following obligations.

The Client undertakes to provide Tomorro with all the information necessary to subscribe to and use the Services.

The Client guarantees that the information communicated to Tomorro, in particular User information, is accurate and the Client undertakes to keep the information up to date.

The Client is solely responsible for any information or Document that they share as part of their use of the Solution and the Services and more particularly: (i) for their use by Users of the Solution themselves for which the Client is responsible as well as (ii) for relations that may arise between the Client, the Users and third parties, in particular all disputes or litigation having as their cause or origin the use of the Solution and the Services. Tomorro cannot be held liable in this respect.

In particular, the Client guarantees against any misuse, non-compliant or illicit use that Users make of the Solution, and in particular against infringements of the laws and regulations in force. The Client is solely responsible for implementing all procedures intended to prevent or remedy the commission of such acts.

The Client is solely responsible for the documents, elements, data, information, and any content they provide to Tomorro as part of the use of the Services. The Client warrants to Tomorro that it is authorised to provide such materials, and it has all the necessary rights and authorisation for their use in connection with the Services. 

The Client declares that it has received from Tomorro, prior to signing these terms and conditions, all advice, instructions and details necessary to subscribe to the Contract in full knowledge of the facts, and that it has, prior to this Contract, sufficiently discussed with Tomorro to ensure that the Services meets expectations, requirements and constraints.

The Client shall refrain from and undertakes to ensure that the Users refrain from using the Services for any purposes other than those for which they were designed, and in particular to refrain from: 

• engaging in illegal or fraudulent activity;
• undermining public order and morality;
• infringing the rights of third parties in any way whatsoever;
• breaching any contractual, legislative or regulatory provision;
• engaging in activities of any nature likely to interfere with a third party's IT system, in particular to breach its security;
• promoting their services and/or sites or those of a third party;
• assisting or inciting third parties to commit one or more of the acts or activities listed above.

The Client shall also refrain from, and undertakes to ensure that the Users shall also refrain from:

• copying, modify or misusing any element belonging to Tomorro or any concept it uses in the framework of the Services;
• engaging in any behaviour that might interfere with or hijack Tomorro's computer systems or undermining its computer security measures;
• infringing Tomorro's financial, commercial or moral rights and interests;
• marketing, transferring or giving access in any way whatsoever to the Services, the information hosted on the Solution or any element belonging to Tomorro.

9. Tomorro's obligations and liability

Tomorro undertakes to provide quality Services, with all due diligence and in accordance with best industry practice, Tomorro being under an obligation of means.

9.1.

Tomorro undertakes to carry out regular controls to check the Solution's operation and accessibility. Tomorro therefore reserves the right to interrupt service temporarily for maintenance purposes, under the conditions set out here. 

However, Tomorro is not liable for any temporary difficulties or blocked access to the Service due to:

• circumstances outside its network (and in particular the partial or total failure of the Client's servers);
• failure of equipment, cabling, services or networks which are not included in the Services or are not Tomorro's responsibility;
• Service interruption by telecoms operators or internet providers;
• Client intervention, in particular through incorrect configuration applied to the Services; or
• force majeure.

Tomorro is responsible for operation of the servers, the external limits of which are the connection points.

9.2.

Tomorro's intervention is limited solely to the provision of the Services. As such, the Client acknowledges that the Services are provided to them personally, Tomorro shall not intervene in any way in the relationship between the Client and the User.

9.3.

The Client acknowledges and accepts that its data is analysed with artificial intelligence accessible via the Solution.

9.4.

Tomorro does not guarantee the volume of business that the Client may achieve through the use of the Services.

9.5.

Tomorro undertakes to use the data, and more generally all the elements that may be transmitted to it in the context of this Contract, solely for the purposes of performing the Contract and not to distribute or share the data with any third party whatsoever, unless requested to do so by the Client.

Tomorro guarantees the Client that the data and elements will be kept in perfect condition for the duration of the Contract and undertakes to destroy them or return them to the Client at the Client's request within a period of 30 days after the end of the Contract.

9.6.

Tomorro certifies that it holds an insurance policy covering its civil professional liability. Tomorro undertakes to maintain this policy in force throughout the Contract duration.

9.7.

Tomorro does not guarantee that the Services, which are subject to constant research in order to improve performance and progress, will be completely free of errors and defects.

9.8.

In any event, except for personal injury or death and except in the case of gross negligence, Tomorro shall not be liable to the Client for the payment of damages of any kind whatsoever, whether direct, material, commercial, financial or moral, as a result of the performance of the Contract, for an amount greater than the amount invoiced by Tomorro corresponding to 12 months' subscription to the Solution, at the end of the Contract.

9.9.

Tomorro shall only be held liable if the Client has made a claim by registered letter with acknowledgement of receipt within one month following the said occurrence.

10. Parties' joint obligations

Each Party undertakes in the performance and use of the Services to comply with the laws and regulations in force and to not disturb public order.

Both Parties undertake to provide all the documents, elements, data and information necessary to perform the Contract. More generally, they undertake to cooperate actively with each other in good faith to ensure proper performance of the Contract and to inform either of any issues relating to this performance.

11. Penalties for breaches

Notwithstanding the provisions of the article entitled "Duration of Contract, termination", in the event of a breach by one of the Parties of any of its obligations whatsoever under the Contract, the Contract may be terminated as of right 30 days after receipt by the defaulting Party of formal notice that has remained unanswered and without effect, by registered letter with acknowledgement of receipt, without prejudice to any damages that my be claimed from the defaulting Party.

In the event of a breach of any of the Contract provisions, or more generally, a breach of laws and regulations by the Client, Tomorro reserves the right to take any appropriate measures, in particular:

• suspend, remove or prevent access to the Client's Services and Solution, if the Client is or has been involved in the breach or infringement;
• delete any content relating to the breach or infringement in whole or in part;
• take any appropriate measures and legal action; and
• notify the competent authorities, cooperate with them and provide them with any information relevant to the search for and stopping the illegal and illicit activity.

12. Commercial references

The Parties expressly and mutually agree to use each other's respective names, brands and logos as well as references to their websites for commercial references, on any medium and in any form whatsoever, throughout the Contract term and beyond for a period of 5 years.

13. Intellectual property

The systems, software, structures, infrastructures, databases, codes and content of any kind (text, images, visuals, logos, brands, databases, etc) used by Tomorro on the Solution are protected by all intellectual property rights or the rights of database producers in force. 

Any disassembling, decompiling, decrypting, extractions, reusing, copying and more generally, any acts of reproduction, representation, diffusion and use of any one of these elements, in whole or in part, without Tomorro's authorisation, are strictly prohibited and may be subject to legal action.

14. Personal data

14.1. General provisions

The parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations incumbent on them in terms of data protection, in particular law 78-17 of 6 January in its latest version, known as the French Data Protection Act and EU regulation 2016/679 of the European Parliament and Council of 27 April 2016 (the "Applicable Regulations").

To manage the contractual relationship between the Parties, each Party shall process the personal data of its contacts at the other Party in their capacity as data controller as defined in the Applicable Regulations, for the duration of the Contract. This processing is necessary for the proper performance of the Contract and only concerns identification data (in particular surnames, first names, email addresses and telephone numbers) of the contacts. This data is stored for the period strictly necessary to manage the contractual relationship between the Parties.

The Parties' personnel, their compliance departments (auditors in particular) and their sub-contractors may have access to the personal data collected.

This processing may give rise to the exercise by the Parties' interlocutors of their rights under the Applicable Regulations, in particular: (i) to obtain communication and, where appropriate, rectification or deletion of the data relating to them, (ii) to request deletion or limitation of the processing, (iii) to object to the processing on legitimate grounds, (iv) to request portability of the data relating to them, in order to retrieve and retain such data, and (v) to lodge a complaint with a competent supervisory authority.

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14.2. Processing of personal data by Tomorro as data controller

In processing Client usage data on its own behalf, for the purposes of improving its Solution and Services, Tomorro acts as a data controller and assumes responsibility for the compliance of its processing with all the requirements of the GDPR. 

14.3. Processing of personal data by Tomorro as a data processor

14.3.1. Description of sub-processing

As part of the Services, Tomorro processes personal data in the name of and on behalf of the Client as a processor, while the Client acts as data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Appendix 2 of the Contract. 

14.3.2. Tomorro's obligations towards the Client

• Data processing : 
  Tomorro undertakes to process personal data only for the purposes listed in Appendix 2 and in accordance with the Client's documented instructions, including with regard to transferring data outside the European Union. Tomorro undertakes to inform the Client if, in its opinion, the instruction constitutes a breach of the Applicable Regulations. Furthermore, if Tomorro is required to transfer data to a third country or to an international organisation, under the law applicable to the Contract, it must inform the Client of this legal obligation prior to processing, unless the relevant law prohibits such information for important reasons of public interest.
• Data security and confidentiality :
  Tomorro undertakes to implement appropriate technical and organisational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. Tomorro shall also ensure that the persons authorised to process personal data are subject to the obligation to maintain confidentiality. 
• Other data processors :
  Tomorro may use data processors (the "Sub-Processors") listed in Appendix 2 of the Contract to carry out specific processing activities. In the event of a change in the list of authorised Sub-Processors, Tomorro will inform the Client in advance in writing. This information must clearly indicate the data processing activities and the identity and contact details of the Sub-Processor. The Client shall have a period of 7 days from the date of receipt of this information to present any legitimate and reasoned objections. If no objections are raised after this deadline, the Client shall be deemed to have accepted the use of the Sub-Processor. 
  The Sub-Processor must respect the contractual obligations on behalf of the Client and in accordance with the Client's instructions. It is Tomorro's responsibility to ensure that the Sub-Processor presents the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the Applicable Regulations. If the Sub-Processor does not meet its data protection obligations, Tomorro remains fully liable to the Client for the Sub-Processor's performance and its obligations.

• Transfer of personal data outside the European Union :
  Tomorro is authorised to transfer personal data processed under the Contract to countries outside the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the aforementioned regulation.
• Assistance and provision of information :
  Tomorro undertakes to assist the Client and to respond as soon as possible to any request for information sent to it by the Client, whether in the context of a request to exercise their rights by the data subjects, an impact analysis or a request submitted by the data protection authorities or the Client's data protection officer. 
• Notification of personal data breaches :
  Tomorro undertakes to notify the Client as soon as possible after becoming aware of any personal data breach relating to data processing under the Contract and to provide the Client with any useful information and documentation relating to this breach.
• What happens to the data after processing :
  Tomorro undertakes to: 
  • delete personal data within 30 days of the Contract termination; 
  • and return it to the Client upon request free of charge, without retaining a copy, unless required by the Applicable Regulations.
• ‍Documentation : 
  Tomorro shall make available to the Client, at their request, all the information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out. The Client can therefore carry out audits once a year and at its own expense in order to verify Tomorro's compliance with the obligations set out in this article. 
  The Client shall inform Tomorro of the audit with a minimum of two weeks notice. Tomorro reserves the right to refuse the auditor selected if it belongs to a competitor. The audit must be carried out during Tomorro's working hours and in such a way as to disrupt business as little as possible. 
  The audit may not in any way undermine (i) the technical and organisational security measures used by Tomorro; (ii) the security and confidentiality of the data of Tomorro's other clients; and (iii) the smooth running and organisation of Tomorro's production. As far as possible, the Parties shall agree in advance the scope of the audit. The audit report will be sent to Tomorro to allow it to formulate any observations or comments in writing, which will be appended to the final version of the report. Each audit report is deemed confidential information.

• Re-use of data by Tomorro : 
  If Tomorro wishes to reuse data for its own purposes, it undertakes to request prior written authorisation from the Client. If the new processing is compatible with the initial purposes, the Client undertakes to give Tomorro authorisation to re-use the data on its own behalf. Tomorro will then act as Data Controller and must comply with its obligations under the Applicable Regulations. 

14.3.3. Client’s obligations towards Tomorro

The Client undertakes to:

• provide Tomorro with the personal data referred to in Appendix 2, excluding any personal data that is irrelevant, disproportionate or unnecessary, and excluding any ‘special’ data within the meaning of the Applicable Regulations, unless justified by the processing, it being the Client's responsibility to establish these justifications and to take all measures, in particular prior information, obtaining consent and security measures, appropriate for such special data; 
• to collect under its responsibility, in a lawful, fair and transparent manner, the personal data provided to Tomorro, for the performance of its services, and in particular, to ensure the legal basis for this collection and the information due to the persons concerned;
• keep a register of processing and, more generally, comply with the principles set out in the Applicable Regulations;
• ensure compliance with the obligations set out in the Applicable Regulations beforehand and throughout the processing period.

15. Confidentiality

Each Party undertakes to keep strictly confidential any documents, elements, data and information of the other Party which it may receive. 

The Parties expressly agree that this obligation of confidentiality covers:

• all documentation sent to the Client, demonstrations relating to the Solution, interfaces and dashboards offered; 
• all data and Documents that Tomorro may process for the Client as part of the Services. 

All this information is referred to as “Confidential Information".

The party that receives Confidential Information (the "Recipient Party") undertakes not to disclose it without the prior agreement of the other party (the "Disclosing Party"), for a period of 5 years from the end of the performance of the relevant Services. 

This 5-year period does not apply to business secrets, which must remain protected until they no longer constitute a business secret, or, where applicable, for longer if required by law.

The Recipient Party may only transmit this Information to employees, Contributors, interns or consultants if they are bound by the same confidentiality obligation as that provided for in these terms and conditions. This obligation does not extend to documents, elements, data and information:

• of which the Recipient Party was already aware:
• which were already public at the time of their communication, or which would become public without breach of the Contract;
• which would have been lawfully received from a third party; and
• the communication of which would be required by the judicial authorities, in application of the laws and regulations or with a view to establishing the rights of a party under the Contract.

If, despite the reasonable protection measures implemented, certain Confidential Information is used or disclosed without authorisation, the Recipient Party undertakes to immediately inform the Disclosing Party and to take all measures requested by the Disclosing Party to prevent, delay or limit the consequences of this unauthorised use or disclosure.

16. Subcontracting

Tomorro reserves the right to use subcontractors to carry out the Services, which the Client expressly accepts. In this case, Tomorro undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject within the framework of the Contract.

17. Social regulations

Tomorro declares that it complies with the tax and social legislation in force, is up to date with the payment of social security contributions and is able to provide proof of compliance with the various obligations applicable in this respect, at the Client's request. Tomorro must provide the Client, at the Client's request and as often as necessary, until the end of the performance of the Contract, with the following documents:

• an identification card proving registration in the Trade Register or an extract of the registration in the Companies Register dated less than 3 months (K extract or KBIS), or the equivalent for a foreign company;
• a certificate of provision of social declarations from the social protection body responsible for collecting the social security contributions for which Tomorro is liable.

18. Force majeure

Neither party shall be held liable for any difficulty or temporary impossibility to perform this Contract due to force majeure. The parties agree that force majeure is understood to be the events usually recognised as such in article 1218 of the Civil Code and the French courts, including strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or failure attributable to a third-party telecommunications service provider.

If a force majeure prevents either party from fulfilling its obligations and continuing for more than one month, the Contract may be terminated by either party by registered letter with acknowledgement of receipt, without either party having to pay the other any compensation.

19. Effects of the end of the Contract

At the end of the Contract, for whatever reason, access to the Solution and the Services will be terminated.

Apart from anonymised data which are the property of Tomorro, Tomorro undertakes, in the event of termination of the Contract, for whatever reason, to destroy the data and information collected under the Contract and not to keep any copies. The parties agree that anonymised data is Tomorro's property, and it is not affected by these provisions.

Tomorro grants the Client a period of 30 days following the termination of its subscription to formulate a request for the return of all its Documents.

At the end of the Contract, for whatever reason, access to the Solution and the Services will be terminated.

Apart from anonymised data which are the property of Tomorro, Tomorro undertakes, in the event of termination of the Contract, for whatever reason, to destroy the data and information collected under the Contract and not to keep any copies. The parties agree that anonymised data is Tomorro's property, and it is not affected by these provisions.

Tomorro grants the Client a period of 30 days following the termination of its subscription to formulate a request for the return of all its Documents.

20. Reversibility

Under these terms and conditions and for any reason whatsoever, Tomorro will provide the Client, free of charge, with the reversibility services necessary to transfer its data to Tomorro or to any third party service provider of its choice, in a standard format and readable in an equivalent environment. The Client will cooperate actively with Tomorro in the reversibility operations.

Any request from the Client beyond the above terms may be subject to additional invoicing, subject to a quote.

21. Amendments

Tomorro reserves the right to modify the General Terms and Conditions at any time.

The Client will be informed of these modifications by any useful written means, including by email.

Once they have come into force, the amended General Terms and Conditions will apply from the date announced by Tomorro.

If the Client does not accept the new General Terms and Conditions, it must terminate the Contract in accordance with the provisions set out in the article ‘Duration of the Contract, termination’. The General Terms and Conditions initially accepted will remain in force until the end of the Client's subscription.

22. Applicable Law and Jurisdiction

The Contract is subject to and construed in accordance with French law.

Any dispute arising in connection with its validity, interpretation or performance shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris (France), unless otherwise provided to the contrary by mandatory procedural rules.