TERMS AND CONDITIONS OF USE
ARTICLE 1: PRESENTATION
OPTIMETRIKS, Simplified Joint Stock Company, with capital of €20,336, registered with the RCS of Paris under number 808 898 340, having its registered office at 40, Avenue Secrétan, 75019 Paris, France, is an IT development and consulting company in the use of data which publishes the FieldPro software, a hosted service solution (SaaS “Software as a Service”) allowing organizations to manage their operational activities and customer relations. Optimetriks is a simplified joint-stock company under French law, represented by Mr. Marc de Courcel, acting as Chairman.
The purpose of this Contract is to determine the conditions of use of the Application as well as the services offered according to the option subscribed by the Customer, except for any contrary derogations resulting from special agreements between the Service Provider and the Customer.
The IT solution offered to the Customer includes access to and use of software and servers, licenses and services, in particular for support services, processing and hosting of the Customer's data. To access the platform hosting the FieldPro solution, the customer uses computer and telecom networks, including access terminals, printing devices, software and Internet access. As part of the FieldPro offer, the customer is responsible for the proper functioning of its computer network, FieldPro ensuring the sole operability of its platform.
The Customer designates in the general conditions of use the company using the FieldPro solution. The Customer acknowledges having read and accepted all of the terms of the General Conditions of Use (“CGU”)
ARTICLE 2: PURPOSE
The General Terms and Conditions of Use (“Terms”) are intended to define the terms and conditions for making the FieldPro software available to the Customer, as well as the application solutions and services associated with it.
ARTICLE 3: SERVICES
FieldPro provides the Customer with the FieldPro Hosted Solution (hereinafter "the Solution") via an online Platform ("the Platform"). The service provided (hereinafter "the Service") includes access to and use of the Solution published by FieldPro, its maintenance and hosting as well as the management and processing of data communicated by the Customer. FieldPro reserves the right to develop the Solution or the Platform with a view to constantly improving the Service. In general, FieldPro reserves the right to take and implement any technical decision aimed at improving the Service, subject to ensuring its continuity. In particular, FieldPro reserves the right to suspend any function or functionality with 6 months' notice, or immediately in the event of security imperatives, legal requirements or system performance. The Customer alone remains bound, and at his exclusive expense, to provide an information system meeting the minimum configurations required to access the Service, including in particular but not exhaustively the subscription of telecommunications services and supplies of access to the Internet as well as the existence and availability of the data necessary for the operation of the Solution.
The FieldPro SaaS software allows the Customer, in particular to:
- Collect data via questionnaires on the web and mobile application;
- Record customer visits
- Visualize the collected data on online dashboards;
- Administer the solution via the web platform.
The pricing conditions depend on the option subscribed by the Customer. Invoices are payable by bank transfer or by any other means of payment specified when the invoice is issued, within 7 days of their receipt by the Customer, net of all taxes.
ARTICLE 4: CONDITIONS OF ACCESS AND USE
FieldPro grants the Customer a right of access to the Solution and a non-exclusive right of use based on the number of users. FieldPro thus guarantees the Client personal and secure access to the Platform by assigning him an identifier and an access code per user, which are strictly confidential, unique and personal. The Customer remains responsible for the use of the assigned codes and identifiers and refrains from communicating or distributing them to third parties. Each code and identifier authorizes only one access and the Customer is prohibited from any simultaneous connection from the same code or identifier. The Customer will inform FieldPro as soon as possible and by any means in the event of loss or theft of his password. It is the Customer's responsibility to control access to the Service by its personnel and to ensure compliance with the conditions of security, access and use of the Service.
The rights to access and use the Solution and the Platform do not extend to system tools, modules, software and hardware as well as source codes, basic platforms and database managers.
In the event of suspicious or questionable use or access, FieldPro reserves the right to suspend the Service without notice, until the situation is restored.
The Client undertakes to use and access the Solution and the Platform in accordance with the rules of use, without compromising the security and proper functioning of the Service. The Customer undertakes to respect and to ensure that all of its staff respect the provisions of these T&Cs and more particularly the conditions of access and use of the Solution and the Platform. The Customer is not authorized to reconstitute the logic of the Solution, to decompile it, disassemble it or to circumvent its technical restrictions, to rent, lend, resell, transfer or concede the Solution, to deactivate, divert or circumvent by any means the mechanism billing for the Service.
ARTICLE 5: HOSTING AND BACKUP OF DATA
The Customer authorizes FieldPro, as well as its subcontractors and service providers, to host, store, transfer and process the data and information communicated as part of the Service. The data provided by the Customer will be hosted on servers located in the “Western Europe” zone and periodically backed up. In the event of exceptional technical difficulties or necessities, backups may be provided without geographical limitation. Regardless of the backups provided as part of the Service, the Customer remains responsible for preserving all of its data, by directly providing its own copies and backups. FieldPro cannot be held liable for any direct or indirect harmful consequences resulting from the loss, deterioration or destruction of the Customer's data.
ARTICLE 6: PERSONAL DATA
As part of the use of the Solution and the Platform, personal information may be collected. If necessary, a FieldPro personal data controller will guarantee the Customer the measures to ensure the physical and logical security of the files. FieldPro informs the Customer that his data is recorded, and is the subject of a declaration to the Commission Nationale Informatique et Liberté in accordance with the provisions of law n ° 78-17 of January 6, 1978, for the purposes of the management and for the execution of the Services, as well as for the purposes of managing the commercial relationship. The Customer has a right to access, modify, rectify or delete the data collected, by contacting FieldPro. With the exception of the Services covered by these T&Cs, FieldPro is prohibited from transferring or disclosing the Customer's personal data to third parties.
ARTICLE 7: CONFIDENTIALITY
The Customer undertakes to keep confidential and not to communicate to a third party, the technical, commercial, administrative or financial information (in particular price and invoicing of the services) of which he may have knowledge, except with the express authorization of FieldPro. The Customer is prohibited from soliciting the hiring or having any employee of FieldPro or its service providers work directly or indirectly (in particular through its subsidiaries), even if the process is initiated by them. This prohibition will apply for the duration of use of the FieldPro solution and will survive 2 years following the expiration of the contract for any reason whatsoever. In the event of a breach of this point, the Customer will automatically owe FieldPro the cash payment of a penalty corresponding to the total amount of fixed and variable salaries including social charges for the last 12 months of the person concerned. The Customer authorizes FieldPro to cite and use its name, logo, or any other distinctive sign belonging to it, as a commercial reference, in accordance with commercial usage (brochures and brochures, events, conferences, specialized publications, commercial documents, etc.) . For the purpose of providing the Service, FieldPro may freely outsource and subcontract certain services to subcontractors and service providers located in any other country, outsourcing professional having the skills, resources and IT tools in accordance with the objectives of these T&Cs provided that they guarantee the same level of security, service and confidentiality.
ARTICLE 8: RESPONSIBILITY
FieldPro undertakes to take the best care in the accomplishment of its missions, including with regard to the Service. Its liability can only be engaged in the event of non-performance of its contractual obligations. As such, FieldPro cannot be held liable in the event of non-performance of the Contract by the Customer.
Barring gross negligence, FieldPro cannot under any circumstances be held liable for consequential damages suffered by the customer which may arise, as a result of or during the execution of this contract and its consequences. By indirect damage, we mean in particular, without this list being exhaustive, loss of earnings or profits, costs of restoring data, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the customer, notwithstanding the fact that FieldPro would have been warned of the possibility of their occurrence.
In any event, the liability of FieldPro, in the event of damage to the customer, for any reason whatsoever and whatever the legal basis invoked or retained, except gross negligence on the part of FieldPro, all damages combined and accumulated, will be expressly limited. and may in no case exceed 100% (one hundred percent) of the annual amount billed to the customer to access and use the service. The contractual reference amount is that corresponding to the amount as invoiced by the service provider during the 12 months preceding the occurrence of the event or, failing that, pro rata temporis of the time of execution of the contract before the occurrence of the triggering event. .
The responsibility of FieldPro can in no case be sought in the event of:
- use of the Service in a manner not authorized by this Agreement;
- modification of all or part of the Service or the Data and other information accessible via the Service not carried out by FieldPro or by one of the approved service providers designated by the latter;
- use of all or part of the Service when FieldPro, following a difficulty or for any other reason whatsoever, had recommended suspending its use;
- use of the Service in an environment or according to a configuration that does not comply with FieldPro's technical prerequisites, or in connection with third-party programs or data not expressly endorsed by FieldPro;
- loss of Customer Data following an intervention by a third-party service provider designated by the Customer, when the Customer has not taken the precaution of backing up his data prior to this intervention;
- the occurrence of any damage resulting from a fault on the part of the Customer;
- use in connection with the Service of programs not provided or endorsed by FieldPro and which may affect the Services or Customer Data.
This clause remains applicable in the event of nullity, resolution or termination of this contract.
ARTICLE 9: INTELLECTUAL PROPERTY
The rights to access and use the FieldPro Solution do not entail any transfer of ownership to the benefit of the Customer. Any use not expressly authorized by FieldPro is illegal (article L.122-6 of the Intellectual Property Code). All elements of the Solution and the Platform are subject to copyright and trademark legislation. The FieldPro solution is the exclusive property of FieldPro. All reproductions, representations or distributions, total or partial, of the elements of the Solution, in any way whatsoever, are prohibited and constitute an infringement. The Customer is expressly prohibited from assigning to a third party, even free of charge, the rights of access and use under these T&Cs.
ARTICLE 10: MISCELLANEOUS
Access rights to FieldPro are neither assignable, nor transferable, nor transferable except with the specific written agreement of the company FieldPro. In the event that a clause of these T&Cs is declared null or inapplicable, this nullity will not affect the validity of the T&Cs as a whole. The fact that FieldPro tolerates a situation does not have the effect of granting the Customer acquired rights, and cannot be interpreted as a waiver to assert the rights in question. FieldPro reserves the right to modify these General Conditions of Use, at any time, by publishing the last modified version. If necessary, the Customer will be informed and will be able to validate his possible acceptance of the new General Conditions. The refusal or failure to validate the General Conditions of Use will result in the suspension of the Service, without any compensation or liability being incurred against FieldPro.
Unless informed to the Client by FieldPro via the Platform and by email, any notification will be made by registered letter with acknowledgment of receipt to the headquarters of the parties. Each Party will inform the other of any change or modification of the address of its registered office. These T&Cs are governed by French law. The Client releases FieldPro from any responsibility for the application of specific laws and regulations governing its sector of activity, which would not generally be applicable to IT service providers. The Customer undertakes to comply with all laws or regulations applicable to its sector of activity. In the event of a dispute over the interpretation or execution of the provisions of these T&Cs, the PARIS COMMERCIAL COURT will have sole jurisdiction notwithstanding multiple defendants or warranty claims, even for emergency procedures or for conservatory procedures, in referred or by request.