Conditions Générales de Vente et d’Utilisation
Version du 31/10/2022
Introduction
TOMORRO (LEEWAY SAS), a simplified joint stock company with capital of 16,941.59 euros, whose registered office is located at 13, rue Sainte Ursule - 31000 Toulouse, registered with the Toulouse Trade and Companies Register under number 881 239 800 (the "Company"), offers a tool for centralising and managing contracts within companies on a secure digital platform.
The User also acknowledges that close and continuous cooperation between the parties agreeing to be bound by these Terms and Conditions is necessary for the proper operation of the Service, which is the subject of the general terms and conditions of use (the "General Terms and Conditions" or "GTC/U").
The Company intends to ensure that all Users make optimum use of the Solution, in accordance with the terms of these General Terms and Conditions.
1. Definitions
For the application of the General Terms and Conditions, the defined terms below shall have the following meaning between the Parties, in both singular and plural forms, with other terms possibly being defined as well:
"Subscriber": individually and/or collectively refers to the Client, the Administrator(s), and/or the Collaborator(s).
"Client": refers to any natural or legal person, acting within the scope of their professional activity and having signed a Quote. The extent of their access to the Solution depends on the Quote. The Client may designate Administrators and/or Collaborators, acting in accordance with its instructions and whose number is determined according to the Quote. The Client shall be responsible for the actions of the Administrators, Collaborators, and Co-Contractors.
"Co-Contractor": refers to any natural or legal person acting exclusively in a professional capacity, designated by the Subscriber to access a Document. The Co-Contractor has free access to the Platform and, depending on the task assigned by the Subscriber, may view the Document and/or comment on it and/or modify it, and, if applicable, sign it.
"Collaborator": refers to the entity designated as such by the Client and having access to the Solution via a Subscriber Account. The Collaborator acts in accordance with the directives set by the Administrators and on behalf of the Client. The Collaborator may, in particular, generate Documents, read them, edit them, and sign them in accordance with the instructions of the Administrators. The Client is solely responsible for the selection of Collaborators and the duration during which they have access to the Solution. The Company is not obligated to verify the identity of Collaborators, monitor their activities, or moderate uploaded Documents. The Company will revoke access to the Subscriber Account for any Collaborator designated by the Client within a reasonable period following any written request from the Client.
"Subscriber Account": refers to the personal space reserved for a Subscriber, allowing access to the Solution through an individual login and password, enabling them to access the Solution. The Client designates Administrators and Collaborators so that they can create a Subscriber Account on their behalf. Through this account, Administrators and Collaborators perform tasks on behalf of the Client.
"Quote": refers to the provisional invoice sent by the Company to the Client and accepted by them, specifying notably the price of the Service and the functionalities made available.
"Document": refers to any document uploaded by a Subscriber on the Platform. Each Document will be accessible to Users who have been granted authorized access to it. The User may perform actions on this Document within their competence.
"Platform" or "Solution": refers to the contractual management tool made available to the Client by the Company and accessible at the address https://gotomorro.com.
"Party": refers individually or collectively to the Company and/or the User.
"Project": refers to a set of Documents, grouped together at the discretion of the Subscriber wishing to organize their Subscriber Account.
"Administrator": refers to the entity designated as such by the Client and having access to the Platform on behalf of the Client via a Subscriber Account. The Administrator fulfills a function known as "configuration" in that they can establish binding procedures in Project management, which will be binding on Collaborators. They can also read, create, revise, and sign Documents. Additionally, the Administrator is responsible for managing Collaborators and Co-Contractors: they add them to the Platform, assign them a role, remove them, etc. The Client is solely responsible for the selection of Administrators and the duration during which they have access to the Platform. The Company is not obligated to verify the identity of Administrators, monitor their activities, or moderate Documents. The Company will revoke access for any Administrator designated by the Client to their Subscriber Account within a reasonable period following a written request from the Client.
"Service": refers to the set of functionalities provided by the Company and made available to the User under the General Terms and Conditions, including notably the use of the Platform.
"User": refers to any user of the Platform, including the Client, the Administrator(s), the Collaborator(s), or the Co-Contractor(s). Each acts exclusively in a professional capacity. Hierarchically, the Client is superior to the Administrators, who in turn exercise a role of hierarchical superiority over the Collaborator and the Co-Contractor.
2. Object
The General Terms and Conditions aim to define the terms and conditions of use of the Platform by the User. They also frame the obligations that the Company must fulfill regarding the User's use of the Platform.
In this context, the Company grants to the User, under the conditions provided in the General Terms and Conditions, the temporary, non-exclusive, non-transferable, and non-sublicensable right to use, display, and more generally access the Solution, for the duration of the General Terms and Conditions.
3. Entry into Force - Duration
The General Terms and Conditions shall enter into force upon the Client's acceptance of the Quote and govern the use of the Service. They shall terminate when the Client ceases to use the Platform.
The General Terms and Conditions also govern the use of the Solution by Administrators and Collaborators from the creation of their Subscriber Account.
If the General Terms and Conditions are modified, which the Company may do as a matter of right, the modified General Terms and Conditions shall enter into force on the date of their publication on the Platform, provided that the Subscriber has been informed of these modifications. In the event of a substantial modification, the Subscriber is free to refuse the application of these General Terms and Conditions and to cease using the Service.
The continued use of the Platform by the Subscriber, thus informed, shall be deemed to have been made by consenting to the new version of the General Terms and Conditions.
4. Quote Establishment
The Company offers the Client a Quote, which must be accepted by the Client in order to access the Solution.
An additional quote may be established between them based on the Client's specific requests and needs.
The contractual documents, in descending order of priority:
the Quote and its potential amendments,
the General Terms and Conditions.
5. Service Implementation Terms
5.1 Service Description
The Service consists of a contract management solution which notably allows:
the possibility for the User to create a Subscriber Account on the Solution,
the possibility for the User to generate new Documents,
the ability for the User to send and receive Documents to and from external Co-Contractors,
the ability for the User to sign Documents online,
the ability for the User to archive signed Documents,
the ability for the User to receive reminders upon the expiration of signed Documents,
the ability for the User to connect their Subscriber Account to third-party tools.
5.2 Access to the solution
To subscribe to the Quote, the Client has familiarized themselves with the technical prerequisites necessary for using the Service and the Platform and declares accepting them as prerequisites for the provision of the Service.
Access to the Solution is possible for the Client as well as any Administrator and Collaborator chosen by the Client based on the number of Subscribers defined in the Quote. Administrators may also designate Collaborators who will act in accordance with their instructions.
The Co-Contractor accesses the Documents for which they are designated by the Subscriber and performs the task assigned to them.
5.3 Subscriber Account Opening and Configuration
The Company grants the Client access to the Solution by creating a Subscriber Account for them. Administrators create a Subscriber Account on their behalf to perform tasks assigned to them by the Client. Collaborators, designated by the Client or by Administrators, create a Subscriber Account to execute the tasks assigned to them by these entities.
Each Subscriber Account corresponds to a personal identifier and password chosen by its holder.
If a subscriber account is inactive for a period of two (2) years, the Company reserves the right to deactivate it.
Once the Company has validated the Client's access to the Solution, the Client designates on their Subscriber Account the Administrators, Collaborators, and Co-Contractors with whom they intend to collaborate on the Platform. They can then freely add or remove these individuals, in the number specified in the Quote, depending on the created Projects. Administrators can add or remove Collaborators and/or Co-Contractors.
Only Subscribers have a Subscriber Account. The Co-Contractor accesses the Solution solely to carry out the mission entrusted to them; as such, they do not have a Subscriber Account.
It is reminded that login credentials and passwords are strictly confidential and personal. The User undertakes to take all necessary measures to ensure their confidentiality and not to disclose login credentials and passwords to third parties. Failing this, the Company cannot be held responsible in the event of fraudulent use of this information.
In case of loss or forgetting of the username and/or password, the User can request the reset of this information from the Platform.
If the Subscriber notices any abnormal or fraudulent use of their login credentials and passwords, they must notify the Company as soon as possible.
The Company reserves the right, at any time and at its sole discretion, to suspend or delete access to the Solution, the Subscriber Account, and/or to take all measures against a User, in case of violation of any of the obligations provided for in the General Terms and Conditions.
5.4 Use of the Solution
Administrators act in accordance with the Client's instructions. They perform a configuration and control mission of the procedures defined on the Platform by the Client, which will be binding on Collaborators and Co-Contractors. For example, Administrators may require validation of a Document before any new action is taken on it (modification, sending, etc.). Administrators can thus define steps in the development of Projects that will be subject to their control. Administrators can also create, revise, approve, and sign Documents. The Collaborator acts in accordance with the instructions of the Administrators. As such, they can notably read, create, edit, and sign Documents.
The Co-Contractor can read and/or comment and/or edit the Documents sent to them by a Subscriber, to the extent granted by the Subscriber. If applicable, they can sign the Documents.
Users responsible for signing Documents perform this task through a secure electronic signature platform. The Company notably uses the DocuSign platform. In order to affix an authentic signature to the Documents, Subscribers must associate their DocuSign account with their Subscriber Account. The Subscriber who performs this action agrees to be bound, consequently, by the general terms of use governing the use of the electronic signature platform.
The Subscriber has the obligation to:
provide accurate, truthful, up-to-date, and complete information when creating a subscriber account, and
promptly update the information provided when creating a Subscriber Account if it were to change.
The Company cannot be held responsible for a change in the situation of a Subscriber or erroneous information concerning them of which it has not been notified.
More broadly, the User has the obligation to:
not misuse the purpose of the Platform and the Service, especially to commit crimes, offenses, or violations punishable by law,
not use the information present on the platform for their use by a competitor site of the Company, and
use the Solution in accordance with the purpose described in the General Terms and Conditions.
Once connected to the Platform, the Subscriber downloads and creates the Documents they wish to use from the Platform. These Documents can be organized by the Subscriber in the form of Projects.
In particular, the Quote sets a defined number of Documents that the Client can manage on the Platform, either via their Subscriber Account or via the personal Subscriber Account of their Managers and Collaborators. When the Client reaches this limit, the Subscriber linked to the Client will no longer be able to add additional Documents to the Platform or create new Projects. The Client can add additional Documents for a flat fee.
The Solution allows for the centralization, analysis, and management of Documents. Tracking parameters for the lifecycle of Documents are provided on the Platform. For example, the Solution offers automatic reminders about the deadlines of the Client's Documents, successive versions of Projects modified by authorized Subscribers are recorded on the Platform, etc.
The Client declares to have subscribed to the Solution, as actually accessible at the time of the first subscription and based on the characteristics described on the Company's website as of that date. The Client agrees that the use of the Solution is not contingent on the delivery of any future functionality or feature, or that it does not depend on public, oral, or written comments made by the Company regarding future features.
6. Obligations of the Parties
6.1 User's Obligation
The User commits to:
collaborate with the Company for the execution of the Service and provide all necessary information to this end in a timely manner,
promptly inform the Company in writing of any unauthorized access or use of the Service,
obtain and maintain appropriate equipment and ancillary services necessary to use, connect, or access the Service,
not to interfere with or disrupt the integrity or performance of the Service or third-party technology contained therein,
not to attempt to obtain unauthorized access to the Solution or its related systems or networks,
not to authorize direct or indirect access to the Service to anyone in a manner that circumvents usage or capacity limits of the Service,
shall not make any copy or backup of all or part of the Solution, nor assign all or part of the right to use the Solution to a third party,
not to authorise the use of the Service by a third party, with the exception of the Co-contractor designated by the Subscriber, to use the Company's intellectual property rights, and
not to modify, delete or obscure any copyright, patent or other confidentiality or proprietary notices relating to the Service.
The Subscriber is responsible for establishing regular back-up procedures for its data and Documents.
The Customer undertakes to obtain and retain all necessary consents to enable the Company to process his/her personal information and that of the Directors, Employees and Co-contractors for the purposes set out in the Service and the General Terms and Conditions.
6.2 Company obligations
The Company commits to :
deliver the Service in accordance with the GCS/U and the Quotation,
make its best efforts to ensure that the User has continuous access to the Service and the Solution throughout the duration of the General Terms and Conditions,
provide the Customer with the technical assistance required to use the Service in accordance with Article 8, and
maintain administrative, physical and technical safeguards for the protection, security and integrity of the information and Documents that the Subscriber registers on the Platform.
While the Client is in principle responsible for backing up its Documents and Projects, the Company also undertakes to make regular back-ups of the Documents, it being specified that the Company remains the sole judge of the appropriate frequency of the back-ups it makes.
At the Client's express request, the Documents and Projects will be deleted by the Company at the end of the Client's use of the Service.
The Company undertakes to provide the Customer with the protection guaranteed by European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. With regard to the Customer, the Company is subject to a personal data protection policy accessible at https://gotomorro.com/politique-de-confidentialité.
7. Liability
7.1 Customer responsibility
The Client remains responsible for any legal declarations or obligations incumbent upon it.
The Client guarantees the Company against any claim arising from the Documents of which it is the owner or the use that it makes of the Service in disregard of the General Terms and Conditions.
The Client guarantees the Company full and unrestricted use, free of any encumbrances, of the Documents supplied to it for the performance of the Service. The Client guarantees the Company against any disturbance, claim, eviction whatsoever and any action for infringement or unfair competition on the part of a third party.
In addition, the Client guarantees the Company that the Documents it sends and the services it requests in application of the General Terms and Conditions do not infringe any national or Community regulations.
7.2 Liability of the Company
The Company is responsible for the services it provides in order to supply the Service.
Given the nature of the Service, the Company is subject to an obligation of means in the performance of its contractual obligations.
Use of the Solution is granted "as is" without any assurance of any kind whatsoever, whether express or tacit, as to its quality, performance or results.
The Client acknowledges having been able to assess the capabilities of the Solution and its specific features, particularly technical, prior to subscribing to the Service. The Client may not demand the implementation of new functionalities or upgrades.
The Company may only be held liable in the event of a fault or failure on its part proven by the Client.
The Company does not act in an advisory capacity, subject to a separate agreement. Its duty to provide advice for the purposes of performing the Service is strictly limited to a duty to provide assistance as envisaged in Article 8 below.
The Company may not be held liable for failures for which it is not at fault and which are caused by factors beyond its control, and in particular as a result of :
an error in the Documents provided by the User,
due to the hardware and/or software used by the User,
the destruction of Documents following errors made by the User,
telecommunication problems beyond the control of the Parties preventing normal performance of the Service, or
force majeure or a circumstance beyond the control of the Service.
The Company is only liable for direct damage caused by itself, its employees and/or any subcontractors. The Company may not be held liable for indirect damage and/or damage caused by its service providers. By way of example, immaterial indirect damage, for which the Company cannot be held liable, includes loss of customers, loss of turnover, loss of production or margin.
To the fullest extent permitted by law, the Company may not be held liable for any damage arising from use of the Service by the User that does not comply with these terms and conditions.
In any event, the cumulative amount of damages that the Company may be ordered to pay is expressly limited to the sums actually received by the Company in respect of the provision of the Service for which it has been held liable over the six (6) months preceding the first incident giving rise to the liability. As an exception to this principle, and pursuant to Article 82 of the General Data Protection Regulation 2016/679 of 27 April 2016 (known as the "GDPR"), the Company will be required to compensate the User in full for any loss suffered by the User if this loss results from a breach of the legal or contractual data protection obligations incumbent on the Company.
8. Support
The Company will use its best endeavours to provide the Customer with assistance to enable them to make optimum use of the Service.
This assistance will consist of responding to requests made by the Customer, in particular via the "Help" section available on the Platform. This assistance concerns any malfunctions in the Solution that are reproducible and not attributable to misuse or modification of the access or settings of the Solution by the Customer or any other person, whether authorised or not.
Les délais de réponse de l'assistance personnalisée proposée varient en fonction de l'abonnement souscrit par le Client conformément au Devis.
The cost of this service is included in the cost of the subscription to the Service in accordance with the Quotation, excluding costs relating to telephone communications, which remain the sole responsibility of the Customer.
The following items are excluded from the assistance obligation to which the company agrees to be subject:
personalising the Subscriber Account,
assisting and training the Customer in the installation or configuration of the digital equipment required to use the Solution,
malfunctions related to the Customer's Internet connection or the software used by the Customer, which are the sole responsibility of the Customer, and
any problem resulting from use of the Solution not recommended by the Company or caused directly or indirectly by an error or omission on the part of the Client.
In addition, the company will use its best endeavours to :
ensure the preventive and corrective maintenance of the Solution and its hosting infrastructure in order to guarantee the smooth operation and longevity of the Solution,
correct incidents notified by the Client or detected by the Company and keep the Client regularly informed of the status of the correction of incidents until they are finally resolved,
make available to the Customer, at no additional cost, updates and new versions of the Solution, whether these be updates or new versions intended to implement corrective patches, integrate new functionalities or technological improvements into the Solution or adapt the Solution to legislative or regulatory changes applicable to the functional area of the Solution, and
carry out tests to check that the Solution is working properly after each maintenance operation.
In the event that the reported anomaly is confirmed and requires intervention, the Client will carry out all the necessary procedures and tests without delay, in accordance with the Company's instructions, and will report the results to the Company's technicians without delay. In the event of a proven anomaly, the Company undertakes to analyse the reported anomaly as soon as possible. After examining all the information provided by the Client, the Company may modify the Solution in order to remedy the anomaly. Where appropriate, the Company will send the Client a commercially reasonable solution to the malfunctioning of the Service.
9. Property
9.1 Ownership of documents
The Customer declares and guarantees that it is and remains the owner of the Documents. The Company undertakes not to communicate the content of the Documents to any third party other than the Co-contractors designated by the Subscriber, or for purposes unrelated to the Service.
The Customer guarantees that the Documents do not infringe the rights of third parties and guarantees to obtain and retain all necessary consents to enable the Company to process the Documents for the purposes set out in the Service and the General Terms and Conditions.
For the performance of the Service, the Client grants the Company, on a non-exclusive basis and for the entire duration of this Agreement, the right to reproduce the Documents on any medium, process them by any means, adapt, select, extract, integrate and mix them with other data, throughout the world. The Company must use the Documents thus entrusted exclusively in accordance with the purposes of the Service.
9.2 Ownership of the Solution and user licence
The Company is and remains the owner of the intellectual property rights relating to the Solution made available to the User, for which it grants the User a user licence under the terms defined below.
The Company is and remains the owner of the intellectual property rights relating to the Solution made available to the User, for which it grants the User a user licence under the terms defined below.
The right of use refers to the right granted to the User to represent and display the Solution and to remotely execute all or part of the functionalities of the Solution in accordance with its intended purpose, in SaaS mode via a connection to an electronic communications network.
Cette licence s’étend automatiquement aux mises à jour, mises à niveau et autres livrables associés.
The Customer may authorise any third party to access and use the Solution in the capacity of Administrator, Collaborator or Co-contractor, in accordance with the Quotation, provided that the latter has been entrusted by the Customer with the performance of tasks on its behalf requiring access to the Solution. Administrators may also appoint Collaborators and Co-Contractors and control their actions.
No rights other than those expressly referred to in this article are granted to the Customer. The source codes of the Solution remain the property of the Company.
The User undertakes not to adapt, modify, translate, transcribe, arrange, compile, decompile, assemble, disassemble, transcode or reverse engineer all or part of the Solution.
10. Financial terms and conditions
Access to the Solution and the price of the Service are based on the Quotation as accepted by the Customer.
All prices indicated on the Company's documents or website are given in Euros on a tax-exclusive basis. In accordance with the legal and regulatory provisions applicable to services, prices will be increased by value added tax at the current rate.
Payment shall be made in arrears in accordance with the schedule agreed between the Company and the Client, in accordance with the Quotation.
Payment can be made either :
by bank transfer to the Company's account, the bank details of which are shown on the invoice,
or by credit card, via a secure payment platform provided in particular by Stripe, it being specified that confidential banking data is transmitted encrypted directly to the Company's bank server.
In the event of non-payment by the due date, the Customer shall be liable by operation of law to pay interest on arrears at 3 times the legal interest rate per day of delay. The legal interest rate is defined as the interest rate of the European Central Bank at its most recent refinancing operation plus 10%. A fixed indemnity of €40 will also be payable for collection costs.
The Company reserves the right to unilaterally modify its prices at any time. Customers who have taken out a subscription before this price change will continue to benefit from the pricing terms agreed in the Quotation until the end of the subscription taken out. At the end of their subscription, and if they wish to renew it, the new rates will apply automatically, in accordance with the new Quotation between them.
The Company reserves the right to refuse or cancel any order placed by a Customer, in particular in the event of the Customer's failure to comply with the payment obligation incumbent upon him or her or, more generally, in the event of use of the Platform contrary to the General Terms and Conditions.
11. Availability of the platform and service
The Company undertakes to make its best efforts to ensure that the Solution and the Service are available 24 hours a day, 7 days a week, without interruption other than suspensions expressly provided for by the Company and accepted by the Client, or resulting from an event beyond the Company's control.
The Client's attention, and more generally that of any User, is specifically drawn to the fact that the Solution, like any computer application, is liable to malfunctions, anomalies, errors or interruptions for various reasons. The Company will make its best efforts to ensure that these events, which are inherent in the nature of the Platform and beyond the Company's control, do not hinder normal use of the Service by the Customer.
12. Electronic signature
As part of the Service, the Company facilitates for the Customer the electronic signature of Documents by Users (the "Signatures"). The User hereby acknowledges that :
Signatures are considered to be legally binding, each of the Parties agreeing to recognise this electronic signature as having the same value as their handwritten signature and to give it a date certain;
the Company is not responsible for validating these Signatures or the identity of the signatories; and
the Company may not be held liable for any damage and/or loss whatsoever, whether direct or indirect, caused by or arising from the total or partial invalidity of a Signature created through the Service.
The Signatures are intended to meet the definition of "electronic signature" under Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market, (EIDAS).
The Customer acknowledges that various types of contracts may not be validly executed using electronic signatures or may be subject to specific formalities, storage and retention requirements or information provision requirements imposed by law.
It is up to the Customer, and not the Company, to determine the extent to which these requirements apply to its own business activities.
13. Site hosting
The Company hosts the Customer's information on its information system via Amazon Web Services, Inc. on servers located in France.
The Company may change its hosting site. Any change made within the European Union will be unrestricted. The Customer will be notified of any change of hosting site outside the European Union. The Company undertakes to guarantee the Client a level of data protection equivalent to that required by the RGPD.
14. Termination of the General Terms and Conditions
Any period specified in the Quotation that has begun is payable by the Customer in full.
Cancellation at the Customer's initiative is effective after a period of notice specified in the Quotation.
Any termination of the subscription at the Customer's initiative, or as a result of a breach of its contractual commitments, will not give rise to any reimbursement of the price paid by the Customer to the Company, or to any compensation.
The Company reserves the right, at its sole discretion, to terminate the subscription of any Customer at any time, without prior notice. Such termination shall be without prejudice to any damages that the Company may claim as compensation for the User's breach of the General Terms and Conditions.
Whatever the reason for terminating the subscription, it terminates the Customer's access rights to the Service, the Platform and their Subscriber Account.
If the Customer is solely responsible for saving its Documents and Projects before the end of its subscription, the Company grants the Customer a period of thirty (30) days, from the termination of the subscription, during which it may send the Company a request to recover its Projects, Documents and any information it has entered on the Platform.
15. Transfer
The Company may transfer all or part of the rights and obligations defined in the General Terms and Conditions to any legal entity of its choice, on condition that it informs the Customer.
16. Confidentiality
The Parties undertake to keep confidential the elements exchanged within the framework of the Service.
In particular, the Company undertakes to keep the Documents confidential for the entire duration of its relationship with the Customer in respect of the provision of the Service, and to communicate them only to persons authorised by the Customer or in accordance with the purposes of the Service.
17. Force majeure
Initially, cases of force majeure will suspend performance of the General Terms and Conditions.
If the cases of force majeure last longer than three (3) months, the General Terms and Conditions will be terminated ipso jure at the first request made by the Company or the Customer.
The following are expressly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the case law of French courts and tribunals: total or partial strikes, internal or external to the company, lock-outs, bad weather, epidemics, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, government or legal restrictions, legal or regulatory changes to forms of marketing, total or partial blockages of telecommunications networks and services, and any other event beyond the express control of the Parties preventing the normal performance of the General Terms and Conditions.
18. Advertising
The Customer expressly authorises the Company to quote and reproduce free of charge its logo, trademark or company name, as well as the general description of the relationship between the Parties, for advertising or marketing purposes, on any medium (particularly the Internet), both in France and abroad, for the duration of the contractual relationship.
19. Good faith
The parties agree to perform their obligations in good faith.
20. Securities
In the event of difficulties of interpretation resulting from a contradiction between any of the headings appearing at the beginning of any of the clauses, the headings will be declared non-existent.
21. Independence
The Company and the Client acknowledge that they are each acting on their own behalf as independent traders and will not be considered as agents of each other.
The GTC/U do not constitute an association, a franchise or a mandate given by one of the aforementioned entities.
Neither the Company nor the Customer may make any commitment in the name and on behalf of the other.
In addition, the Company and the Customer remain solely responsible for their actions, allegations, commitments, services, products and personnel.
22. Nullity
If one or more stipulations of the General Terms and Conditions are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations will retain all their force and scope.
23. Tolerance
The Parties mutually agree that the fact that one of the Parties tolerates a situation does not have the effect of granting acquired rights to the other Party.
Furthermore, such tolerance cannot be interpreted as a waiver of the rights in question.
24. Anticipation
The Parties declare that they assume, each insofar as it is concerned, the risk of a change in circumstances occurring during the term of the GCS/U that could not have been foreseen when the GCS/U were concluded, and thus waive the right to invoke the provisions of article 1195 of the French Civil Code in such a case.
25. Insurance
The Company declares that it has taken out and undertakes to maintain with insurance companies that are known to be solvent, insurance policies covering its civil liability vis-à-vis the Customer and third parties not connected with the Service for any bodily injury, material or immaterial damage.
The civil liability insurance certificate, the Cyber insurance certificate and the environmental liability insurance certificate will be sent to the Customer on first request.
These insurance certificates must specify in particular:
the list of activities covered,
details of guarantees and amounts covered,
details of guarantees and amounts covered,
the limits of territoriality.
26. Applicable law, language and jurisdiction
The General Terms and Conditions are governed by French law. They are written in French. If they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.
In the event of a dispute, and after an attempt has been made to find an amicable solution, express jurisdiction is granted to the competent courts of the Company's registered office to hear any dispute relating to the General Terms and Conditions. All documents of any nature whatsoever exchanged electronically or otherwise between the Parties are binding on them, including acceptance of the General Terms and Conditions.
27. Direct debit
For the performance of the General Terms and Conditions, the Parties elect domicile at their respective registered offices.
Any change of domicile by one of the Parties will only be enforceable against the other upon expiry of a period of fifteen (15) calendar days from receipt of the notification made by electronic means or by registered letter with acknowledgement of receipt.
