The purpose of these general terms and conditions of sale (hereinafter "GTC") is to define the terms and conditions for the supply of the Client with the Platform and the Equipment - as defined below, by the company O'SOL, a simplified joint stock company, with capital of €41,238.5, whose registered office is located at 11 avenue Maurice Chevalier, 06150 CANNES, registered with the Cannes Trade and Companies Register under number 822 930 905, (hereinafter "OSOL").
ARTICLE 1 - DEFINITIONS
In the Agreement, the terms and expressions identified by a capital letter have the meaning indicated below, whether they are used in the singular or in the plural.
Client: means any natural or legal person under private or public law, acting in a professional capacity, identified as a client in the Commercial Proposal.
Agreement: refers to these GTC’s and the Commercial Proposal.
Commercial Proposal: means the technical and commercial proposal published by OSOL, describing the terms and conditions of (i) the subscription of a license to the Platform, the Services and (ii) the provision of Equipment to O' SOL, according to the requests and needs of the Client. It is annexed to these GTCs.
Intellectual Property Rights: refers to all rights associated with works of the mind, including economic and moral rights of copyright, all property rights relating to patents, trademarks, designs and models, software, rights of database producers, domain names, as well as any other intellectual property right, worldwide, already or subsequently filed or registered.
Equipment: refers to the portable workpods or smart batteries called PICO and the charging bases called BASE.
Party(ies): means individually OSOL or the Client and collectively OSOL and the Client.Platform: means the software solution for managing the Client's Equipment fleet developed and published by OSOL and made available to the Client in accordance with the terms of the Agreement.
Services: means the services subscribed to by the Client and provided by OSOL in accordance with the terms of the Agreement, as described in article 3.
ARTICLE 2 - ACCEPTANCE OF THE AGREEMENT
The performance of the Services and the use of the Equipment are subject to the express and unreserved acceptance of the Agreement by the Client.
The Agreement is made up of the following contractual documents in order of decreasing legal value:
(i) the Commercial Proposal,
(ii) the present General Terms and Conditions of Sale,
(iii) any appendices.
In case of contradiction, the provisions of the higher value document shall prevail.
By signing the Commercial Proposal, the Client accepts its terms and it implies express and unreserved acceptance by the Client of the Agreement and his commitment to respect the content thereof. The Client acknowledges having read the Commercial Proposal, the attached GTC and having fully understood the terms, prior to signing.
This Agreement takes precedence over any condition of purchase or any other document issued by the Client.
The Client declares that they are entering into the Agreement in their own name, on their own behalf or that of their professional clients, and for their professional needs.
ARTICLE 3 - SERVICES PROVIDED BY OSOL
OSOL undertakes to provide the Client with the services defined below.
OSOL undertakes, under an obligation of means, to take all the necessary care and all the diligence required in the provision of the Services to the Client, in accordance with the practices of the profession, the rules of the art and the stipulations hereof. OSOL undertakes to bring all its experience and expertise to this end.
3.1. Audit and installation
Prior to the provision of the Platform and the Equipment, OSOL may provide the Client with an audit of its needs with regard to its infrastructure.
OSOL offers the Client assistance in the installation and commissioning of the Equipment and the deployment of the Platform. At the Client's request, this Service will be the subject of a specific financial proposal included in the Commercial Proposal.
The terms, in particular the scope, deadlines, Client specifications and the resources necessary to carry out the installation will be specified in the Commercial Proposal.
3.2. Provision of the Platform
The Platform is available to the Client, in Saas mode (Software as a Service) from a web browser, under the conditions of the user license defined in article 5 below.
Upon signing the Agreement, OSOL will send the Client, by email, a hypertext link to the Platform, along with their identifiers and temporary password (hereinafter the “Access Codes”). The Client shall change their password the first time he connects to the Platform, directly from their account.
Access Codes are personal, confidential and non-transferable. OSOL recommends that the Client choose complex Access Codes, in any case the Client is responsible for the choice of its Access Codes. They are exclusively reserved for the use of the named users. They cannot, in any way whatsoever, be communicated to third parties or reused, at the Client's or not, by a person other than the designated user.
Similarly, the Client must notify any loss or theft of identifiers to OSOL so they can be canceled.
The Platform will be used under the sole control, direction and responsibility of the Client. Consequently, the Client is responsible, without this list being exhaustive, for (i) the implementation of all useful processes and measures intended to protect its hardware, software packages, software, passwords, against any virus and intrusions; (ii) compliance with the technical prerequisites as defined in Article 4 below; (iii) errors made in the use of the Platform; and (iv) the use of Access Codes to access and use the Platform.
3.3. Platform hosting and security
The Platform is hosted by AWS France. Any data, including personal data, collected through the Equipment and processed on the Platform will be stored on the server(s) of this host, made available to OSOL. This host acts as a subcontractor of OSOL within the meaning of the Regulations applicable to the protection of personal data, only on written instruction from OSOL. It does not have the right to use the data and personal data of the Client, except for the purposes of performing technical services for hosting and managing databases and only under the contractual conditions signed between the host and OSOL which cannot derogate from this article and the aforementioned regulations. OSOL undertakes to make its best efforts to:
- ensure the physical and logical security of the servers on which the Platform is hosted and, in particular, the integrity of the network and the servers against any external malicious act or any known computer attack. The servers are protected against intrusions by a firewall. Security updates of operating systems and anti-virus are installed regularly.
- implement and maintain security and confidentiality measures for the Platform, which take into account the principles of protection of personal data and are adapted to the risk generated by their processing on the rights and freedoms of the persons concerned, in accordance with the requirements of the Regulations applicable to the protection of personal data. These measures aim to (i) protect the Data – and in particular personal data against their destruction, loss, alteration, disclosure to unauthorized third parties and (ii) ensure the restoration of the availability of data – and in particular personal data and access to them within appropriate timeframes in the event of a physical or technical incident. OSOL also implements a procedure aimed at regularly testing, analyzing and evaluating the effectiveness of the aforementioned security measures.
In the event of server failure, OSOL will make its best efforts to restore service as soon as possible, within the limits of the service level commitments made by the hosting provider.
3.4. Avaibility of the Platform
The Platform is accessible 24 hours a day, 7 days a week, subject to the occurrence of a case of force majeure or an event beyond the control of OSOL and except interruption, suspension or limitation within the framework of maintenance operations and/or updates necessary for the proper functioning of the Platform.
OSOL will provide technical support for Clients and maintenance of the Platform under the conditions and according to the procedures provided for in OSOL's SLA.
3.5. Hardware Installation and Maintenance
OSOL will provide, for the period set out in the Commercial Proposal, technical support for the Client and, where applicable, maintenance of the Equipment. The terms and conditions of OSOL intervention in terms of support and maintenance are specified in the SLA.
In any event, the Client is informed that OSOL may be called upon to intervene on the Client's premises to ensure the maintenance of the Equipment. OSOL undertakes to respect the rules applicable in the Client's premises, the Client undertakes to give OSOL access to its premises.
3.6. Other services
The parties may agree on the provision by OSOL to the Client of other services. The performance of these services will be the subject of a separate commercial proposal by OSOL.
ARTICLE 4 - PROVISION OF EQUIPMENT
4.1. Supply order
The Equipment is strictly made available to the Client who has subscribed to a license to use the Platform, under the conditions and in accordance with these presents. The provision of Equipment is subject to the express and unreserved acceptance by the Client of the GTCS.
4.2. Terms of delivery
The Equipment can be delivered in France and abroad. OSOL may choose to make successive partial deliveries.
Unless otherwise stipulated in the Commercial Proposal, the delivery of the Equipment is carried out as follows:
- Delivery in member countries of the European Union: incoterm DAP,
OSOL bears the risk in the event of loss or destruction of the Equipment in accordance with the delivery conditions agreed between the Parties.
The information provided by the Client when ordering Equipment is binding on the Client. In the event of incorrect information making it impossible to deliver the Equipment, OSOL cannot be held responsible. Any package returned to OSOL due to an incorrect or incomplete delivery address will be reshipped at the Client’s expense.
OSOL is released from its obligation to deliver in the event of an event of force majeure which may prevent or render impossible the delivery of the Equipment. In the event of the occurrence of such an event or any other event beyond its control, notice is given to the Client by any means and the performance of the Agreement is deferred. If the case of force majeure should last more than thirty (30) days, the article “Force majeure” below will be applied.
4.3. Delivery times
Delivery times are specified in the Commercial Proposal. They are given for information only. Unless otherwise stipulated in the Commercial Proposal, delivery times run from the date of signature of the Commercial Proposal. OSOL undertakes to do its best efforts to meet delivery deadlines, without its liability being incurred in the event of delay or giving rise to the right to compensation or recourse for the benefit of the Client. In the event of a foreseeable delay in delivery, OSOL will inform the Client by email of the delays to be expected.
4.4. Receipt of the Equipment
Receipt of the Equipment means the actual delivery of the Equipment to the Client.
The Client undertakes to sign the delivery form which will be given to him by the carrier. The Client must indicate, upon receipt of the Equipment, in writing on the delivery form that he will sign, any refusal to accept all or part of the Equipment or reservations relating to loss, damage, missing products, visible defects or non-compliance of the Materials delivered. The absence of a written reservation from the Client on the delivery form covers any apparent defect and/or missing product. In the event of a non-apparent defect of an Equipment on the day of receipt, under risk of foreclosure, the Client has three (3) working days from the date of receipt to address his reservations, in a documented and justified manner, to the carrier by registered letter with request for acknowledgment of receipt. The Client undertakes to send the notified complaint to the carrier to OSOL, including the necessary documents and justifications, within twenty-four (24) hours of notification, by email to support@osol.fr.
In the absence of a reservation made within the aforementioned deadlines and conditions, the Equipment will be deemed to have been delivered compliant.
In the event of an apparent defect, missing product, non-conformity, duly noted by OSOL, the latter will, at its discretion, either replace or reimburse the price of the Equipment concerned, to the exclusion of any other compensation for the benefit of client.
In the event that the Equipment should be returned to OSOL, the latter will inform the Client by email of the return conditions that the Client undertakes to respect, the compensation method chosen by O’SIL (replacement, reimbursement) as well as the address of reshipment of the Equipment. The return of the Equipment can only be accepted for the Equipment in its original state (packaging, accessories, instructions, etc.). The means of transport and the return costs are the responsibility of the Client. The Client acknowledges and accepts that OSOL may refuse to reimburse the Client for the price of the returned Equipment if the Client does not comply with the return conditions.
4.5. Appropriate use of the Equipment
Given the nature and purpose of the Equipment, the Client must act as a professional for the purposes of his professional activity. The Client undertakes, and guarantees that its staff and any person to whom it makes the Equipment available, to use the Equipment only for these needs exclusively, in compliance with the terms of the Agreement, the SLA and, more generally, applicable laws and regulations.
Subject to the stipulations of article 6.4, Client acknowledges having received Equipment in good working order.
The Client is prohibited from using the Equipment for the following purposes:
- Use the Equipment for purposes other than those expressly authorized by the Agreement.
- Reverse engineer, decompile or disassemble the Equipment or otherwise attempt to discover or access all or part of it.
- Remove or modify the Intellectual Property Rights, trademarks, logos, legal notices affixed to the Equipment (or in its instructions for use).
- Carry out activities that are illegal, discriminatory, fraudulent or infringe the rights or security of third parties.
- Breach of public order or violation of the laws and regulations in force.
- Authorize, allow, or induce a third party to do any of the above things.
The Client is prohibited, and guarantees its staff and any person to whom it makes the Equipment available is prohibited, from using the Equipment for the following purposes:
- use the Material for purposes other than those expressly authorized by the Agreement and the SLA;
- reverse engineer, decompile or disassemble the Equipment or otherwise attempt to discover or gain access to all or part of it;
- delete or modify the Intellectual Property Rights, trademarks, logos, legal notices affixed to the Equipment (or in its user manual);
- carry out activities that are illegal, discriminatory, fraudulent or infringe the rights or security of third parties;
- breach of public order or violation of the laws and regulations in force;
- authorise, enable or cause a third party to do any of the above.
4.6. Return of the Equipment upon termination of the Agreement
Upon termination of the Agreement, for any reason whatsoever, the Client undertakes to return the Equipment to OSOL accordingly to the following.
The Client undertakes to return, at its sole expense and risk, the Equipment to OSOL at the address appearing at the top of these presents or any other address that will be communicated to it by OSOL, in its original packaging or any adequate packaging to preserve the integrity of the Equipment.
The Client is required to return the Equipment in good working order, with all the accessories, spare parts and others supplied with the Equipment. Failing this, any repair service will be invoiced by OSOL at the rate in force on the day of return.
On return, a return form specifying the date of return and the apparent condition of the Equipment, subject to non-apparent or unreported damage, will be drawn up by OSOL and sent by any means to the Client. OSOL has a period of ten (10) working days after receipt of the Equipment to notify any damage to the Equipment that is not apparent or not reported by the Client upon return. This period will be increased by ten (10) additional working days for each ten (10) Equipment received, this period not exceeding thirty (30) working days.
The Client undertakes to return the Equipment under the aforementioned conditions within ten (10) working days of the termination of the Agreement. Failing this, the Equipment will be considered as not having been returned.
Failure to return equipment, accessories, removable elements and/or spare parts will be invoiced at the replacement price. Failure to return the Equipment will result in the payment of a compensatory indemnity for the benefit of OSOL, under the conditions provided for in article 10.3 below.
ARTICLE 5 - TECHNICAL PREREQUISITES
To access and use the Platform, the Client must have computer equipment, equipped with a high-speed internet connection and a web browser (Google Chrome or Mozilla Firefox, preferably).
All costs relating to access to the Platform and its use, whether hardware, software or internet access costs, are exclusively the responsibility of the Client. The Client is solely responsible for the proper functioning and appropriate security of his computer equipment as well as his Internet access.
To use the Equipment, the Client is invited to refer to the precautions detailed in the user manual provided by OSOL.
ARTICLE 6 - INTELLECTUAL PROPERTY
6.1. OSOL property rights
The Client acknowledges and accepts that all rights, titles and interests relating to the Platform, including its architecture, its source codes and databases, to the Equipment including its components and integrated technologies, as well as all the distinctive signs associated (trademarks, logos, names), including the associated Intellectual Property Rights, are and will remain the exclusive property of OSOL or third parties having authorized OSOL to use them. The Agreement cannot be interpreted as granting any intellectual property right or title to the Client over the Equipment and its components, the Platform and the associated distinctive signs, excluding the rights granted herein.
6.2. License on the Platform
Subject to full payment of the sums due by the Client, OSOL grants the Client, for the duration of the Agreement, for the whole world, a non-exclusive, non-assignable, non-transferable license, without the right to sub-license, access and use of the Platform, for its own needs and for the sole purposes of its professional activity.
The Client undertakes not to use the Platform other than within the limits authorized by the Agreement. The Client further agrees not to perform one or more of the following acts, nor allow a third party or authorize a third party to perform one or more of the following acts: (i) decompile or disassemble the Platform, carry out reverse engineer or otherwise attempt to obtain the source code, in whole or in part; (ii) create derivative works from the Platform, adapt it, modify it, translate it, or make modifications to it in whole or in part, or allow an association or incorporation of all or part of one or more of its elements to other works, including software; (iii) rent, sublicense, sell, loan or transfer the Platform to a third party or allow a third party to access and use the Platform, in whole or in part, without the prior written consent of OSOL .
ARTICLE 7 - FINANCIAL CONDITIONS
7.1. Price and invoicing
The Audit and Installation Services are invoiced as a flat rate, the price of which is set in the Commercial Proposal. The price is indicated in euros excluding taxes, the applicable duties and taxes will be invoiced in addition and will be those in force on the day of invoicing.
The provision of the Platform and the Equipment are invoiced in the form of an annual subscription, the price of which is set in the Commercial Proposal. The price is indicated in euros excluding taxes, the applicable duties and taxes will be invoiced in addition and will be those in force on the day of invoicing.
7.2. Price review
OSOL reserves the right to review the price of the subscription to the Platform and the Equipment once a year, on January 1 of each year. Unless otherwise agreed between the Parties, the price revision will be made according to a formula calculated on the basis of the variation of the SYNTEC index. The benchmark index taken as the basis for this indexation will be the last SYNTEC index published on the date of the revision, compared with the original index published on the date of signature of the Quotation. In the event of the disappearance of one or other of the indices, the Parties will agree on the new indices for the establishment of a formula with comparable effect.
7.3. Terms of payment
Unless otherwise agreed between the Parties in the Commercial Proposal, invoices are payable 30 days from the date of receipt, by bank transfer. The Client expressly accepts that the invoices are sent to him by email.
7.4. Late payment
Any late payment will result in the application of a late payment penalty calculated on the basis of an interest rate equal to three (3) times the legal interest rate, without the need for a reminder. A fixed indemnity of forty (40) euros for recovery costs will also be due.
ARTICLE 8 - TERM
The Services are concluded for an initial period of three (3) years from the date of signature of the Commercial Proposal. They will then be tacitly renewed for successive periods of one (1) year. The party that decides not to renew the Services must notify this decision to the other party, by registered letter with acknowledgment of receipt, at least sixty (60) days before the expiry of the current period.
ARTICLE 9 - TERMINATION
9.1. Termination for fault
In the event of breach(es) by one of the parties of one of the obligations imposed on it under the Agreement, the other party may send it formal notice, by registered letter with acknowledgment of receipt, to remedy this (these) breach(es) within thirty (30) days from the date of receipt, or failing that, from the date of first presentation of this letter. In the event that, after this period, this formal notice remains totally or partially unsuccessful, the Agreement will be automatically terminated with immediate effect, without further formality and without prejudice to any other rights or actions to which the injured party may claim.
9.2. Termination due to judicial liquidation
The Agreement will be automatically terminated if one of the parties is subject to judicial liquidation proceedings, except for the possibility for the judicial liquidator to require the transmission of current contracts.
9.3. Consequences of the termination
The sums paid by the Client before the effective termination of the Agreement, for any reason whatsoever, remain acquired by OSOL.
Upon termination of the Agreement, for any reason whatsoever, the Client shall immediately cease all use and exploitation of the Platform.
In the event of non-return of the Equipment at the end of the Agreement, or due to theft or loss suffered on the Equipment, the Client will be liable to OSOL for a fixed compensatory indemnity, the amount of which is fixed in the Commercial Proposal, without prejudice to any recourse or actions to which OSOL could claim compensation for its entire prejudice.
ARTICLE 10 - PROTECTION OF PERSONAL DATA
As soon as they process personal data, in particular for the purposes of performing the Agreement, the Parties undertake to comply at all times with any regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016 /679 of the European Parliament and of the Council of April 27, 2016 known as “RGPD” and the law n ° 78-17 of January 6, 1978 modified known as “Data Protection Act” (hereinafter together the “Regulations applicable to personal data protection”).
In particular, the Parties undertake to put in place and maintain appropriate security and confidentiality measures to guarantee adequate protection of the personal data processed, adapted to the risks generated by their processing on the rights and freedoms of the persons concerned. These measures aim in particular to (i) protect personal data against their destruction, loss, alteration, disclosure to unauthorized third parties and (ii) ensure the restoration of the availability of personal data and access to them within the appropriate in the event of a physical or technical incident. The Parties also undertake to put in place a procedure aimed at regularly testing, analyzing and evaluating the effectiveness of their technical and organizational measures to ensure the security of processing.
10.1. Client’s personal data
OSOL may be required to process the Personal Data of the Client who will access the Platform and use the Services, to allow subscription to the subscription, the sending of the information necessary to provide the Services, communicate with the Client on all questions relating to the Services, Equipment and/or the Agreement, and generally ensure the proper management and performance of the Agreement.
The Personal Data that is collected is as follows:
- surnames, first names of the reference natural persons at the Client;
- e-mail address of the reference natural persons at the Client
- telephone number of the reference natural persons at the Client
- IP address, connection data, reference individuals at the Client.
The data thus collected will be kept for the duration of the Agreement. Beyond that, the Personal Data is archived by OSOL, in a secure environment, for the legal period of limitation for the purposes of proof for the establishment, exercise or defense of a legal right.
Unless there is a legal, accounting or judicial obligation requiring it to do so, OSOL will never disclose, assign, rent or transmit the Client's Personal Data to third parties other than the Platform host under the conditions of article 3.3.
The Client has a right of access, rectification, erasure, limitation and portability of his personal data. The Client also has the right to have his personal data erased under the conditions of article 17 of the GDPR, as well as the right to lodge a complaint with the Commission Nationale de l'Informatique et des Libertés if he considers that the processing carried out by OSOL constitutes a violation of his personal data, online at https://www.cnil.fr/fr/plaintes or by post at the following address: CNIL - 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07.
The Client's rights to his personal data may be exercised at any time with OSOL by email at the following address: support@osol.fr.
10.2. Equipment User data
As part of the performance of the Services, OSOL may have access to and process personal data within the meaning of the applicable regulations and in particular law n ° 78-17 of January 6, 1978 relating to data processing, files and freedoms and European regulation 2016/679 of April 27, 2016 relating to personal data (hereinafter the “Regulations applicable to the protection of personal data”).
OSOL may thus be required to process personal data (hereinafter the “Data”) or have access to it on behalf of the Client, responsible for processing.
As a data processor, OSOL is liable to the Client for compliance with the following obligations which it undertakes to ensure compliance by its staff, in accordance with Article 28 of the GDPR:
- process the Data within the strict and necessary framework for the performance of its mission and only act on the basis of the written and documented instructions of the Client;
- ensure the confidentiality of the Data and ensure that each person it authorizes to process said data undertakes to respect confidentiality or is subject to a relevant obligation of confidentiality;
- not keep the Data beyond the time necessary to carry out the mission;
- provide assistance to the Client to enable it to respond, within the time limits and under the conditions provided for by the Regulations applicable to the protection of personal data, to any request to exercise a right, request or complaint from a person data subject or a data protection authority or other regulator;
- make available to the Client, subject to compliance with a confidentiality agreement, all the information necessary to demonstrate compliance with the obligations provided for in this article and to allow audits to be carried out, including inspections by the authorities, by the Client or any auditor mandated by him and contribute to these audits and inspections;
- not to call on a processor who does not meet the required guarantees;
- not to transfer the Data to countries outside the European economic area which have not been recognized by the European Commission as ensuring an adequate level of protection (i) without having previously obtained the express and written authorization of the Client and (ii) without the implementation of legal instruments recognized as appropriate by the Regulations applicable to the protection of personal data to regulate the transfer(s) concerned;
- immediately warn the Client in the event of a Data breach and assist the Client in the implementation of any action to deal with this Data breach, including notifications to the competent authorities and to the persons concerned by the breaches and to bring all useful information allowing the extent of the data breach to be assessed and the means to remedy it to be identified;
- inform the Client if OSOL considers that an instruction given constitutes a violation of the Regulations applicable to the protection of personal data.
ARTICLE 11 - GUARANTEES
11.1. Equipment Guarantee
The Client benefits from a guarantee in the event of a breakdown of the Equipment. The terms and conditions for taking charge of the Equipment and maintenance are detailed in the OSOL SLA.
It is specified that any guarantee is excluded in the event of misuse, negligence or lack of maintenance on the part of the Client, its employees or any person to whom the Equipment has been made available, as in the case of normal wear and tear. of the Equipment or force majeure. The guarantee is also excluded if the Equipment has been used under conditions different from those for which it was manufactured, in particular in the event of non-compliance with the conditions prescribed in the user manual. It also does not apply in the event of dismantling by the Client or any third party not expressly authorized by OSOL, deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Equipment.
In the event of loss or theft of the Equipment, the Client will be invoiced under the conditions specified in the SLA.
11.2. Guarantee on the Platform
OSOL represents and guarantees that it has all the rights, titles, licenses and authorizations necessary to enter into the Agreement.
OSOL declares and guarantees that it has all the Intellectual Property Rights necessary for the purposes hereof. As such, OSOL guarantees the Client against any request, claim or action for infringement relating to the Platform, on the condition that the Client (i) promptly notifies OSOL of the said claim or action, (ii) allows O 'SOL to defend and/or settle said claim on its own, and (iii) provide OSOL with all necessary assistance in the defense and/or resolution of the dispute. In the defense or resolution of the dispute, OSOL may, at its sole discretion, (i) obtain the right for the Client to continue to use the Platform, (ii) modify/replace the infringing correlative elements so that they no longer infringe the rights of the third party, without affecting the proper performance of the Platform, or (iii) terminate the Agreement and reimburse the Client in proportion to the price of the Platform and the Services that he will have already paid on the day of dispute.
Notwithstanding the foregoing, OSOL will in no way be liable for any request, claim or action resulting from use of the Platform not authorized by the Agreement or not respecting the terms and conditions of use provided for in the Agreement.
OSOL does not grant any other express or implicit guarantee, including, without this enumeration being exhaustive, as to the continuity, performance and/or durability of the Platform and/or as to the adaptation and/or conformity of the Platform to a particular use or to the needs of the Client.
OSOL undertakes to make its best efforts to ensure optimal availability of the Platform, subject to the occurrence of a case of force majeure or an event beyond the control of OSOL and except for interruption, suspension or limitation in the framework of maintenance operations and / or updates necessary for the proper functioning of the Platform. OSOL is only bound by an obligation of means concerning the accessibility, operation and availability of the Platform or its content. OSOL reserves the right to interrupt, suspend or limit access to all or part of the Platform, in particular due to legal constraints (i.e. request from an authority, third party recourse) or technical (i.e. maintenance). The Client expressly acknowledges that the aforementioned suspensions, interruptions or limitations may occur at any time without notice and that they will not give rise to any obligation or compensation for its benefit.
The use of the Platform implies knowledge and acceptance of the characteristics and limits of the internet, in particular with regard to technical performance, response times for transferring information, risks of interruption, and more generally, the risks inherent in any connection and transmission of data from the Internet. OSOL does not guarantee that the functionalities of the Platform or other elements that make it up will be available at all times, uninterrupted or error-free, that any faults or errors will be immediately corrected or that the Platform or its server will be exempt at all times from viruses, worms, Trojans or any other component that can cause damage.
11.3. Client guarantees
The Client declares and guarantees that he has obtained and will keep for the duration of the Agreement, all the rights, titles, licenses, and authorizations necessary for the conclusion and execution of the Agreement and allowing OSOL to provide the Services to the Client.
The Client acknowledges that he is solely responsible for access and use of the Platform.
The Client guarantees that the Data that it integrates on the Platform is accurate, complete, up-to-date and sincere, and that they comply with the laws and regulations applicable to the Client's activities, as well as the rights (including intellectual property rights and the law on the protection of personal data) of third parties.
ARTICLE 12 - INSURANCE
Each Party undertakes to subscribe to an insurance company known to be solvent and to maintain civil liability insurance intended to cover the risks relating to the performance of the contract and to cover the damage liable to be charged to it in within the framework of the execution of the Agreement.
In particular, the Client agrees to take out and maintain an insurance policy covering damage that may be caused to the Equipment and / or by the Equipment in his care.
ARTICLE 13 - LIMITATION OF LIABILITY
By express agreement, OSOL is subject to an obligation of means in the provision of Services to the Client. The Client expressly acknowledges having received from OSOL all the necessary information, allowing it to assess the suitability of the Platform, Services and Equipment to its needs and to take all the necessary precautions for their implementation.
Under no circumstances can OSOL be held responsible for any indirect damage of any nature whatsoever suffered by the Client, including, without this list being exhaustive, loss of profit, loss of data, loss of income, loss of customers, any commercial disturbance, damage to image, in relation to or arising from the use of the Platform and / or the Equipment.
The Client expressly acknowledges that the use of the Platform and the Equipment is done under his sole and entire responsibility. No advice or information, whether oral or written, obtained by the Client is likely to create guarantees not expressly provided for in the Agreement, nor to involve OSOL’s liability in the event of damage of any kind whatsoever which are caused to the Client or to third parties as a result of the Client 's misuse of the Platform and Equipment, in violation of the provisions of this article and more generally of non-compliance with the Agreement.
In any case, in the event that OSOL is held liable for a proven fault of the latter, the global cumulative liability of OSOL will be expressly limited, all causes combined, to the direct and foreseeable damage suffered by the Client, without being able to exceed the amount of the sums actually paid by the Client under the Agreement, on the day of the event giving rise to OSOL’s liability.
The Client may not formulate a complaint against OSOL after a period of twelve (12) months following the discovery of the event (or events) that gave rise to possible liability.
ARTICLE 14 - FORCE MAJEURE
OSOL cannot be held liable in the event of non-performance of any of its obligations which would be due to the occurrence of a case of force majeure as defined by French law and case law. Cases of force majeure suspend the performance of the obligations arising from the Agreement for the duration of their existence. However, if the cases of force majeure last than one (1) month, it would open right to the termination of the Agreement by one or the other of the parties.
ARTICLE 15 - CONFIDENTIALITY
The party who receives confidential information from the other party undertakes to keep strictly confidential, for the duration of these presents and for five (5) years from their termination, for any reason whatsoever, all information, data, and other elements, of any nature whatsoever, on any medium whatsoever, which will have been communicated to it by the other party, on any medium whatsoever, or of which it would have become aware during the execution of these.
Confidential information may not be the subject of any disclosure by the party receiving it to third parties and should only be used within the framework of the execution hereof.
Confidential information remains the property of the party who discloses it. Under no circumstances can the transmission of confidential information to the other party be interpreted as conferring any rights or interests over confidential information, except for the rights that may be provided for herein.The receiving party undertakes to return or destroy, according to the instructions of the disclosing party, the documents or their reproduction containing confidential information, immediately upon request of the disclosing party and at the latest upon termination or expiration of the present for any reason whatsoever.
This section will survive termination or expiration hereof for any reason.
ARTICLE 16 - MISCELLANEOUS
Entirety. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and cancels and supersedes any prior or current agreement, oral or written, between the parties, relating to this subject. It takes precedence over the Client 's general purchasing conditions.
Assignment. This Agreement is concluded intuitu personae. The resulting rights and obligations may not under any circumstances be assigned or transferred by the Client, for any reason whatsoever, without the prior written consent of OSOL.
Independence of clauses. In the event that one or more provisions of the Agreement are held to be invalid or declared as such in application of a law, a regulation or following a decision of a competent court which has become final, the other provisions of the Agreement would nevertheless retain all their strength and reach.
No waiver. Failure by one or the other of the parties to invoke, at any given time, any of the provisions of the Agreement, cannot be interpreted in the future as a waiver of the rights that it holds hereunder.
Independent contractors. The parties declare that the relations between them are exclusive of any link of subordination. To this end, neither party and its members have the right to represent or bind the other party, in any form or in any capacity. No party will be responsible for the acts or omissions of the other party, or the acts or omissions of their collaborators during the implementation hereof. These do not constitute an association, a franchise, or a mandate given by one of the parties to the other. The parties are and will remain, throughout the term hereof, independent professional partners.
References. OSOL may cite the Client 's name, in particular in its technical, commercial documents or its reference lists, unless the Client expressly opposes it in writing.
Outsourcing. The Client acknowledges and accepts that OSOL may, at its sole discretion, resort to one or more subcontractors for the performance of its obligations resulting from the Commercial Documentation and the performance of the Services. However, OSOL will remain to the Client, solely responsible for the proper execution of the Services entrusted to the said subcontractor(s).
ARTICLE 17 - APPLICABLE LAW AND SETTLEMENT OF DISPUTES
The Agreement is subject to French law, to the exclusion of any other legislation. If the Agreement is drafted in several languages, only the French version will prevail. The courts of Cannes shall have exclusive jurisdiction over any dispute arising from this contract.
THE PARTIES UNDERTAKE TO DO EVERYTHING TO ATTEMPT TO AMICIALLY SETTLE ANY DISPUTE THAT MAY ARISE REGARDING THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THE AGREEMENT. HOWEVER, IF NO AMICABLE OUTCOME IS FOUND, THE PARTIES AGREE THAT THEIR DISPUTE WILL BE BROUGHT BEFORE THE COMPETENT COURTS OF CANNES.
Terms and conditions up to date as of August 1st, 2023, made in Cannes,
Represented by Mr Maxime Cousin - President