GENERAL TERMS & CONDITIONS OF SALE
Version last updated on 01/30/2017
ARTICLE 1: SCOPE
1.1. MOBAPI SAS with a share capital of 40.000 euros is registered with the Register of Commerce and Companies of Cayenne under Number TMC 750 644 767 No. 2012 B 133 and whose registered office is located 1 place Schoelcher, 97300 Cayenne.
1.2. These General Terms and Conditions of Sale (hereinafter referred to as the “GTS”) shall apply to the contract (hereinafter referred to as the « Contract ») entered into between MOBAPI SAS (hereinafter referred to as “Service Provider”) and another company (hereinafter referred to as “Customer”) relating to the provision of the MOBAPI solution (hereinafter referred to as the “Software”) and associated services where applicable, by Service Provider, as defined in the purchase order communicated to Customer and validated by Service Provider (hereinafter referred to as the “Order”).
1.3. The Software is a cloud platform dedicated to interconnecting, aggregating and exploiting business data and meeting the needs of company of any sizes. The Software makes it easy to share data streams by creating custom APIs from different sources: databases, web applications, connected objects, and business software. With a simple and ergonomic interface, APIs can be created in minutes without programming skills.
1.4. The GTS are available online on the Service Provider’s website and are presented to Customer prior to the placing of any Order. Consequently, placing an Order implies full and unreserved acceptance by Customer of these GTS, to the exclusion of all other documents in his possession such as prospectuses, catalogs or advertising brochures issued by Service Provider, which shall only have an indicative and non-contractual value.
1.5. In the event of any conflict between the provisions of the Order and the GTS, the relevant provisions of the Order shall prevail over the GTS.
1.6. These GTS fully govern the relationship between Service Provider and Customer. No general conditions of purchase may prevail or be opposed by the Customer to Service Provider and no special conditions communicated by Customer to Service Provider shall prevail over the GCS unless prior written acceptance of Service Provider.
1.7. Any reservation relating to the GTS by Customer shalll be, in the absence of express acceptance by Service Provider, unenforceable to the latter, whenever it may have been brought to Service Provider’s knowledge.
1.8. Any provisions derogating from these GTS shall be the result of an express agreement between the parties, reflected in the Order confirmed by Service Provider or any other document confirming both parties’ agreement.
1.9. The fact that Service Provider does not, at any given time, avail itself of any condition of these GTS shall not be construed as a waiver of any of these conditions at a later date.
ARTICLE 2: DEFINITIONS
2.1. “Order (s)” means the order (s) of the Software made by an authorized representative of Customer on Service Provider’s website or issued on the basis of the Service Provider’s purchase order.
2.2. “Contract” means the contract formed by the GTS, the purchase order, the Order and any documents expressly referring to the GTS.
2.3. “Party (s)” means Customer and Service Provider, individually or collectively.
2.4. “Anomaly” means any failure, incident, malfunction, incompatibility, bug or blockage, defect, insufficiency, degradation of performance, and non-compliance with the Documentation, Uses and/or rules of art, affecting all or part of the Software, and prohibiting normal use.
2.5. “Documentation” means the Documentation of the Software delivered as standard by Service Provider to all customers and which describes the functionalities, the performances and the use of the Software, in its successive versions. Documentation includes some or all of the following documents: user documentation for the administrator, user documentation for users and, in general, all technical information relating to the Software.
2.6. “Data” refers to all information, publications and, in general, the Customer’s data.
2.7. “Endpoint”: means an interface created in MOBAPI solution to exploit the input or output data of the Software.
2.8. “Evolution” means any functional or technical evolution of the Software requiring software development, as well as any associated evolution of the Documentation.
2.9. “Login”: means the specific term by which each User will identify himself to connect to the Software. Login will always be accompanied by a password specific to User.
2.10. “Confidential Information” means any information, in any form whatsoever, disclosed by a Party to the other Party in connection with the Contract, whether before, during or after its execution.
2.11. “Software” means the MOBAPI solution designed and developed by Service Provider.
2.12. “Maintenance” means all services and actions performed by Service Provider to assist Customer in the correct use of the Software to correct and improve the Software.
2.13. “Updates”: refers to successive versions of all or a part of the Software, including:
2.13.1. Corrections of possible anomalies and/or an improvement of the existing functionalities and/or performances,
2.13.2. Modifications made necessary by the evolution of the operating systems and/or the technical environment,
2.13.3. Updating the Documentation.
2.14. “New Versions” means new versions of the Software made by Service Provider integrating Updates made since the previous version of the Software and/or including major evolutions and/or corrections and/or the addition of new functionalities.
2.15. « Users » means the user of Customer.
ARTICLE 3: CONCLUSION OF CONTRACT
3.1. Unless otherwise agreed in the Order, the Contract shall be deemed to have been formed and shall become effective between the Parties on the date of receipt by Service Provider of the Customer’s Order either by email or by post to Service Provider’s address.
3.2. No change or modification of the Contract shall be taken into consideration unless it has been accepted in writing by Service Provider.
3.3. This section can not be replaced by a verbal agreement.
ARTICLE 4: SCOPE OF LICENSE
4.1. The license to use the Software, granted under the Contract and for its duration, allows Customer to use the Software in accordance with its purpose and for Customer’s needs.
4.2. The license is limited to the scope defined in the Order.
4.3. In the event that Customer wishes to modify the scope of the license, Customer may use the system integrated in the Software or notify Service Provider, in writin. Service Provide rshall grant additional license to Customer pursuant to a new Order.
4.4. It is expressly agreed that Customer shall refrain from correcting any Anomaly of any kind whatever, ony Service Provider shall be competent.
ARTICLE 5: ACCESS TO THE SOFTWARE
5.1. MOBAPI solution is available online at http://app.mobapi.com.
5.2. Customer shall access to the Software using his Login and password chosen by Customer at the time of Customer’s online subscription, or by Service Provider when the account is created manually.
5.3. Customer’s Users shall use Logins and passwords that will have been communicated to them during each connection to the Software.
5.4. Logins and passwords are intended to reserve access to the Software, to Customer’s Users, to protect the integrity and availability of the Software, and the integrity, availability and confidentiality of the Customer’s Data transmitted by Users.
5.5. Logins and passwords are strictly personal and confidential. They can only be changed at the request of Customer or at the initiative of Service Provider, subject to prior notice to Customer. Customer undertakes to make every effort to keep Logins and passwords secret, not to disclose them in any form whatsoever and to modify them regularly to ensure their security and confidentiality.
5.6. Customer is entirely liable for the use of Logins and passwords by Users.
5.7. Customer shall ensure that no other person not authorized by Service Provider shall access the Software. Customer shall be liable for the security of individual items to the Software. In the event that Customer is informed that another person is accessing the Software, Customer shall immediatly inform Service Provider, with confirmation by registered mail.
5.8. In the event of loss or theft of one of the Logins and passwords, Customer shall inform Service Provider, and Service Provider shall provide new Logins and passowrds to Customer, to access the Software.
5.9. In the event Customer breaches the security of Logins and passwords, Customer shall be liable for any damages resulting from this breach of security and shall not engage the Service Provider’s liability.
ARTICLE 6: RIGHTS CONCEDED UNDER THE LICENSE
6.1. The Software provided hereunder remains the exclusive property of Service Provider. Consequently, the Customer only acquires from Service Provider a non-exclusive, non-transferable and non-sublicensiable license to use the Software.
6.2. Right of use
6.2.1. Service Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensiable license to use the Software and associated Documentation.
6.2.2. This license is valid for:
- both for the version identified in the Order and for all Evolutions, Updates and new versions of the Software,
- for the duration of the Contract,
- for the exercise by the Customer of all its activities,
- for Users.
6.2.3. Notwithstanding the foregoing, this license does not grant Customer any intellectual property rights in the Software that remains the sole and exclusive property of Service Provider.
6.2.4. Customer undertakes to respect the proprietary notices appearing on the Software, the Software media or the Documentation.
6.2.5. In the event that Customer wishes to modify any of these conditions of use, it must obtain the Service Provider’s prior express agreement.
6.2.6. In the event of a merger or partial asset contribution to the benefit of Customer, the benefit of this license to use the Software will be automatically extended to the activities taken over.
6.3. Right of reproduction
6.3.1. Service Provider grants to Customer the right to duplicate the media of the Documentation provided, without limitation of number, but only for internal use.
6.4. In addition to the rights granted herein and without prejudice thereto, Customer is not authorized hereunder to:
- sell, resell, host, transfer or outsource access to the Software;
- assign, transfer or distribute in any way the Software;
- modify the Software and/or merge all or part of the Software into other computer programs;
- remove, obscure or otherwise alter any proprietary notices associated with the Software;
- compile, decompile, disassemble, translate, analyze, reverse engineer or attempt to reverse engineer the Software, except as permitted by law and in particular Article L. 122-6-1 of the French Intellectual Property Code;
- use or permit the use of the Software in any way or for any purpose that is not expressly permitted by this Contract;
- exceed the scope of the license defined in the Order;
- copy (except for backup purposes), use, reproduce, distribute, republish, download, display or transmit in any form or by any means whatsoever the Software, except as expressly permitted by the Contract;
- use the Software to develop a product competing with the Software, particularly in Open Source;
- And use the Software beyond the term of this Contract.
ARTICLE 7: MAINTENANCE
7.1. The maintenance service provided by Service Provider to Customer covers:
- Corrective maintenance: keep the Software in good functioning order and correct any operating anomaly;
- Evolutive maintenance: development of software updates.
7.2. Corrective maintenance
7.2.1. As far as technical solutions are concerned, the corrective maintenance services consists in correcting or circumventing any reproducible anomaly which appears during the correct use of the Software.
7.2.2. Any repeatable anomaly must be identified by Customer and reported to Service Provider, who will make a diagnosis of the Anomalies based on information provided by Customer’s Users.
7.2.3. In the event that Service Provider is unable to set up a workaround, Service Provider will approach Customer to determine the appropriate technical solutions to limit any malfunctions of the Software.
7.2.4. Modalities of intervention / Procedure for online support:
- Where possible, corrective maintenance is carried out by an online service called “HELPDESK”, which will enable tickets to be issued and monitored. The Customer’s requests are received on the working days and hours indicated by Service Provider.
- Before each contact to the on-line support, Customer shall refer to the Documentation of the Software and to describe in a precise and exhaustive way the Anomaly encountered.
7.3. Evolutive maintenance
7.3.1. The evolutive maintenance of the Software includes the provision of updates to correct Anomalies and/or to make technical and editorial improvements, as determined by Service Provider.
7.3.2. Update :
- Software updates are deployed automatically and regularly ;
- Interventions that lead to interruptions of service will be announced in advance to Customer by Service Provider.
ARTICLE 8: OBLIGATION OF THE PARTIES
8.1. Service Provider’s obligations
8.1.1. Pursuant to these GTS and the performance of the Contract, Service Provider shall provide all necessary means and to make every effort to carry out its mission in accordance with the rules of the art. This obligation can not constitute an obligation of result, Service Provider being subject to an obligation of means.
8.2. Customer’s obligations
8.2.1. Customer expressly declares having received from Service Provider all information and advice necessary to use the Software and waives the right to seek the Service Provider’s liability thereupon.
8.2.2. Customer undertakes to collaborate closely with Service Provider and provide all information, documentation, services and all means necessary for the execution of the license and undertakes to make available to Service Provider all elements enabling him to fulfill his obligation, including the dedicated staff and a privileged interlocutor.
8.2.3. Customer also undertakes to notify Service Provider as soon as possible after Customer has become aware of any event or fact likely to delay, disrupt, modify and more generally disturb the performance of the Contract.
8.2.4. Before each intervention of Service Provider, Customer undertakes to carry out all the backup procedures necessary for the protection and the backup of its Data, programs and computer files.
ARTICLE 9: PRICES
9.1. Service Provider’s pricing terms for the provision of the Software license are set forth in the Order and/or in the Service Provider’s proposal. Prices are indicative and are therefore subject to variation. The price charged is that in effect at the time of the Order.
9.2. The prices are expressed and payable in Euros and are expressed exclusive of value added tax and any other tax, Customer being responsible for the payment of the said taxes.
9.3. The prices of the license do not include any travel or accommodation costs that could be invoiced by Service Provider to Customer in the manner indicated in the Order.
ARTICLE 10: CONDITIONS OF PAYMENT
10.1. The license shall be invoiced to Customer on a monthly or on an annual basis in accordance with the Order and payment shall be made on the Service Provider’s website by leaving his bank details in the form of a direct debit to the Service Provider’s bank account.
10.2. Taxes: It will be the Customer’s responsibility to pay all taxes applicable to this Contract. Accordingly, the Customer shall assume and pay at its own expense all costs, charges, duties and taxes which may arise from the conduct of its own activities or relate to it and shall indemnify Service Provider in the event of any claim on all such costs, charges, duties and taxes.
ARTICLE 11: DELAY PENALTIES
11.1. In case of non-payment at maturity, any amount due will incur penalties for delay. They run from the day following the due date on the invoice and until the day of actual and full payment. The rate of penalties for delay is set at ten (10)% of the amount of the overdue invoice. These penalties for delay are due by law and without a reminder by Service Provider is necessary.
11.2. Customer shall also be automatically liable for a minimum lump sum payment of forty (40) euros of the amounts owed by Customer to Service Provider.
11.3. In addition, in the event of late payment, Service Provider reserves the right to suspend or postpone execution of the Order whose payment is delayed.
ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS
12.1. Software, data, documentation, processes, methodologies, technologies and documents belonging to Service Provider (hereinafter “Intellectual Property Rights”) used in the implementation of the license remain the exclusive property of Service Provider.
12.2. The supply of the Software license does not grant Customer any special rights in the Software other than those set forth in this Contract or in the Order.
12.3. Subject to compliance with the terms of these GTS and the payment of royalties under the license, Service Provider grants Customer, for the term of the Contract, a personal, non-transferable, non-sublicensiable, non-exclusive and limited license to use the Software, for the sole performance of the Contract and within the scope of the license defined by the Contract or the Order.
12.4. In connection with the provision of the license and as necessary, Customer also grants the Service Provider a right to use its software, data and documents, in a personal, free, non-exclusive and non-transferable capacity for the duration of the Contract.
12.5. Customer agrees to obtain from third parties, if necessary, the right to grant Service Provider the rights to use the software, data and equipment belonging to these third parties for the purpose of providing the license.
12.6. Service Provider retains ownership of all Intellectual Property Rights attached to any specific developments it may create in connection with the performance of the Contract, without the Customer being able at any time to claim any right over those developments.
12.7. Marks and Corporate Names
12.7.1. Any use by Customer of the company names, marks and distinctive signs belonging to Service Provider is strictly prohibited except in the case of prior agreement of Service Provider. In the event of prior express agreement of Service Provider, Service Provider shall grant Customer a strictly personal, non-exclusive and non-transferable license to use its corporate names, trademarks and distinct signs throughout the world and for the entire duration of the Contract. The Service Provider is authorized to use the name / mark of the Customer in the course of its activities for the purposes of commercial promotion.
12.8. Eviction Guarantee
12.8.1. Service Provider warrants the Customer against any action, claim or objection on the part of any person claiming an intellectual property right that the supply of the Software license would have infringed, provided that Customer informs Service Provider, as the case may be, of any claim or proceeding brought or commenced on such ground by judicial or extrajudicial means. Customer agrees to provide Service Provider with all documents and information in its possession as well as any necessary assistance that may be necessary for its defense.
12.8.2. In the event of a proven infringement of the rights of a third party, Service Provider may, at its option:
- obtain any license or authorization to enable Customer to continue to use the Software;
- provide an alternate solution enabling Customer to use the Software in accordance with the Order;
- if neither of the two options is feasible, reimburse Customer for the sums paid under the license, less any sums already paid by Customer for the period of actual use of the license.
12.8.3. Service Provider shall have no obligation to indemnify or otherwise perform any infringement action arising out of (a) any use of the Software other than in accordance with the Contract, (b) a combination of the Software with other services or materials not supplied by Service Provider.
12.8.4. Regarding the software, data or documents used by Service Provider in connection with the provision of the license, owned by Customer or acquired by Customer from third parties, Customer guarantees Service Provider of all consequences or harmful consequences which Service Provider would have to incur in respect of the use of such software, data or documents against any action by a person claiming an intellectual property right or based on a request for unfair competition and/or parasitism pf those software, data or documents.
ARTICLE 13: WARRANTY
13.1. Service Provider warrants that the license is provided substantially in accordance with the Order.
13.2. Unless otherwise provided by law, all other warranties, express or implied, are excluded.
13.3. Service Provider is not liable for any warranty, especially if Customer has modified or caused the Software to be modified or used other software than the Software provided by Service Provider without its prior written consent.
ARTICLE 14: RESPONSIBILITY
14.1. Customer is solely responsible for the quality, legality, relevance of the computer files, data and more broadly of any content transmitted as part of the
use of the Software. Customer further guarantees that Customer holds all intellectual property rights enabling Customer to use the said contents.
14.2. The Service Provider’s liability is limited to direct damages resulting from a defect in the Software or a breach of the Contract, even if the defect in question was foreseeable at the time of the Order.
14.3. In no event shall Service Provider be liable for indirect, incidental or consequential damages in particular, the cost of obtaining substitute software, loss of profits, data or periods of immobilization, whether its liability is contractual or tortious or based on the warranty set forth in Section 13 above and whether or not it has its basis in the use or operation of the Software, even if Service Provider has notified Customer of the possibility of such damages.
14.4. Service Provider can not be held responsible for non-performance of the Contract in case of force majeure as defined by the jurisprudence of the French Courts, and in case of damage by a third party or attributable to misuse or unauthorized use -conformed by Customer of the Software, in violation of the Service Provider’s instructions or the rules of the art.
14.5. Service Provider can not be held liable if the use of the Software is altered by malfunctions of the Internet, the Customer’s server, its IT department, or any malfunction that is caused by Customer or for any malfunction resulting from a task performed by the teams of Customer. In particular, and notwithstanding the foregoing, Service Provider may not be held liable for interruptions to the Software or for damages related to:
- Fraudulent intrusion or maintenance through the use of the Software, or the illegal extraction of data, in spite of the implementation of the security means in conformity with the current data of the technique and known by Customer, Service Provider bearing only an obligation of means with regard to the known techniques of security;
- The nature and content of the information and data created and / or communicated by Customer;
- A delay in the routing of information and data when Service Provider is not responsible for the delay;
- More generally, Service Provider can not be held liable for data, information, results or analyzes from a third party, transmitted or received through the use of the Software made available to Customer.
14.6. Service Provider shall not be liable for any damage, loss, use or abuse in the use of login credentials or passwords of Customer, its employees, consultants, partners, trainees,… and customers. Customer undertakes, as such, to regularly update the login credentials and passwords.
14.7. Customer shall implement its own information systems security policy and is liable for its application and operation, as well as for its employees, trainees, service providers and consultants.
14.8. The limitations and exclusions of liability set forth above will apply regardless of the form or source of the action and regardless of any obligation under the Contract.
14.9. Finally, except in the case of bodily injury or death, and except in the case of gross negligence or willful misconduct causing proven direct damage or failing to fulfill an essential obligation under the Contract, Customer acknowledges that Service Provider’s liability is limited to the amount paid for the Order in question.
ARTICLE 15: DURATION – RENEWAL – TERMINATION
15.1. The Contract takes effect as from the date of signature of the Order by Customer (“anniversary date”) for a period of one (1) month in the case of a monthly subscription or for a period of one (1) year in case of an annual subscription (the “Initial Period”). The duration of the Contract is specified in the Order.
15.2. The Contract shall be tacitly renewed, for periods of one (1) month in the case of a monthly subscription or for a period of one (1) year in the case of an annual subscription as from the anniversary date of the Contract.
15.3. If the Contract terminates for any reason whatsoever, it is expressly stipulated that the articles “confidentiality”, “intellectual property”, “eviction guarantee”, “liability” and “assignment” will survive beyond the term of the Contract.
15.4. Any period of subscription initiated remains due by Customer to Service Provider.
15.5. The monthly subscription may be terminated by Customer within a period of one (1) month prior to the anniversary date of the Contract. However, the amount paid at the date of the Order can not be refunded by Service Provider to Customer.
15.6. The annual subscription can be canceled by Customer within a minimum notice period of three (3) months preceding the anniversary date of the Contract. However, the amount paid at the date of the Order can not be refunded by Service Provider to Customer.
15.7. In the event of failure by Customer to fulfill its obligations under the Contract, not repaired despite the remedy period, access to the MOBAPI software and the Endpoints will be deactivated. After disabling access, a period of thirty (30) days will be granted to Customer before the total deletion of its account and its data.
15.8. In the event of termination of this contractual relationship and for any reason whatsoever, Customer agrees to cease all use of the Software and to make all necessary backups of its Data.
ARTICLE 16: DISSIMUAL WORK
16.1. Service Provider declares to be registered with the RCS, as well as with the URSSAF and that its registrations explicitly cover all its activities for the execution of the Contract.
16.2. In compliance with articles L 8221-1 et seq. f the French Labor Code and in accordance with article D 8222-5 of the same code, Service Provider undertakes to deliver to Customer at the conclusion of the Contract and every six months until the end of its execution, the following documents:
- A Kbis extract attesting to the registration in the Trade and Companies Register,
- An attestation on the honor established by Service Provider, certifying that the work is carried out by employees regularly employed in respect of articles D.8222-5, D.8222-7 and D.8222-8 of the Labor Code.
ARTICLE 17: INSURANCE
17.1. Each of the Parties undertakes to maintain in force, throughout the term of the Contract, with a notoriously solvent insurance company, an insurance policy guaranteeing damage to its property and personnel, a policy covering its professional liability in order to cover the pecuniary consequences of bodily injury, material damage and intangible damage caused by any event and which would be caused by its collaborators and/or potential partner partners at the time of execution of the Contract.
ARTICLE 18: CONFIDENTIALITY
18.1. Each Party undertakes, both on its own behalf and on behalf of its employees and partner companies, to preserve the confidentiality of confidential information (the “Confidential Information”). Confidential Information shall be deemed to include all information, regardless of the nature, form or medium to which each Party may have access in the performance of the Contract, including, but not limited to any technical, industrial, financial or commercial data or any other information and documents relating to the activities of each Party. Confidential Information does not cover documents, data or other information that is:
- known by one of the Parties on a non-confidential basis prior to disclosure by the other Party;
- fallen or will fall into the public domain on the day of its disclosure;
- legitimately obtained from a third party not bound by an obligation of confidentiality;
- developed independently by the receiving Party that has not had access to any information from the disclosing Party;
- And disclosed under a statutory or regulatory provision.
18.2. Each Party undertakes:
- to apply to Confidential Information the same protective measures as it applies to its own confidential information;
- to communicate the Confidential Information only to its employees and collaborators who come to know them in the execution of the Contract;
- not to disclose, publish or transmit to third parties Confidential Information, in any form whatsoever, without the prior written consent of the other Party;
- to use the Confidential Information for the sole purpose of executing the Contract.
ARTICLE 19: PERSONAL DATA
19.1. The Parties undertake to collect and process any personal data in compliance with any regulations in force applicable to the processing of such data, and in particular the Data Protection Law n° 78-17 dated 6 January 1978 as amended, relating to the protection of personal data, as amended by French Law dated August 6, 2004 known as “Loi Informatique et Libertés”. Under this Law, Customer is considered as data controller and Service Provider is considered as data processor.
19.2. Customer warrants to Service Provider that Customer complies with the provisions of the Law No 78-17 of 6 January 1978 and that Customer shall informed individual persons of the processing of their personal data. Customer guarantees Service Provider against any recourse, complaint or claim coming from an individual person whose personal data would be reproduced and hosted via the Software.
19.3. Customer, in its capacity as data controller, alone sets the purpose of the collection of the personal data collected, transferred and stored via the Software as well as the means of this collection.
19.4. Customer guarantees Provider against any recourse, complaint or claim emanating from a natural person whose Personal Data would be reproduced and hosted via the Software.
19.5. Customer acknowledges that, as a technical intermediary, Service Provider assumes the status of data processor.
19.6. Consequently, Customer undertakes to carry out all formalities (including all declarations and requests for authorization) necessary for the collection and processing of personal data collected, and more generally to respect all applicable regulations and guarantees the Provider in this respect.
19.7. In accordance with article 35 of the Law No 78-17 of 6 January 1978, as data processor, Service Provider is acting on behalf of Customer exclusively and does not undertake any processing not expressly required by Customer on personal data collected and used by the latter in connection with the use of the Software.
19.8. Service Provider undertakes to communicate to Customer the occurrence of any security breach with direct or indirect consequences on the processing, as well as any complaint that would be addressed to Service Provider by any person concerned by the processing carried out under the Contract. Such communication shall be made as soon as possible.
19.9. Service Provider shall provide Customer with all relevant information concerning the recipients of the personal data so that the latter is able to inform the persons concerned by the processing and to respond to their requests for access under articles 32 and 39 of the Law No 78-17 of 6 January 1978, as amended.
19.10. In accordance with article 34 of the Law No 78-17 of 6 January 1978, Service Provider shall make its best efforts to preserve the security of personal data and information and in particular to protect them against any accidental or unlawful destruction, accidental loss, unauthorized alteration, dissemination or access, in particular where the processing involves transmission of data in a network, as well as against any other form of illicit processing or communication to unauthorized persons.
19.11. The Parties undertake to cooperate with the competent data protection authorities, in particular in the event of requests for information which may be addressed to them or in the event of control.
ARTICLE 20: APPLICABLE LAW
20.1. The Contract is governed by French Law. The Parties expressly agree that the Vienna Convention on the International Sale of Goods dated 11 April 1980 is not applicable to the Contract.
ARTICLE 21: TERRITORIALLY COMPETENT JURISDICTION
21.1. The courts of jurisdiction of the Court of Appeal of Cayenne, notwithstanding plurality of defendants, shall have jurisdiction to hear disputes of any kind or in disputes relating to the interpretation or performance of the Contract; unless Service Provider prefers to seize any other competent jurisdiction
ARTICLE 22: REFUSAL
22.1. Service Provider reserves the right not to accept an Order from Customer when Service Provider has already encountered payment problems (non-payment or late payment) with the Customer for one or more previous Order (s).
ARTICLE 23: FORCE MAJEURE EVENT
23.1. The Parties agree to recognize as a case of force majeure any event that meets the criteria defined by the jurisprudence of the Court of Cassation. It is understood that force majeure can not be invoked for a delay in payment or non-payment by Customer.
ARTICLE 24: SUBCONTRACTING
24.1. Service Provider may subcontract all or a part of the execution of the Contract to subcontractors, subject to the Customer’s consent. In this case, the Service Provider remains responsible for the execution of the Contract vis-à-vis Customer.
ARTICLE 25: GENERAL PROVISIONS
25.1. Previous documents or other agreements: The Contract supersedes any other prior document, any other written or verbal agreement relating to the same subject matter, with the exception of the Order and / or the quotation / commercial proposal and / or a partnership contract and prevails over any contrary provisions that may be contained in the documents emanating from Customer.
25.2. Autonomy of clauses: If any provision of these GTS or their application to any person or circumstance is deemed void, such nullity shall not apply to other provisions or applications of these GTS which shall remain in force separately from the provision deemed void. To this end, the provisions of these GTS are declared autonomous.
25.3. Assignment: The Contract is concluded intuitu personae. The Customer may neither assign nor transfer any or all of the rights and obligations of this Contract, whether as part of a temporary assignment, a sublicense or any other contract providing for the transfer of such rights and without the prior written consent of Service Provider.
25.4. Notification: Any notification must be made in writing and must be delivered by hand or sent by registered letter with acknowledgment of receipt or by extrajudicial act to the address indicated in the order.
25.5. Language of Contract: The Contract is written in French. A foreign language translation can be provided for information purposes. In case of contradiction, only the French version shall prevail between the Parties.