to October 6, 2022
BLEEXO offers its customers (the " Customers ") various software applications provided in SaaS (Software as a Service) mode (the " Applications "), intended exclusively for professional customers, individuals or legal entities. The different Applications offered are described on the BLEEXO website, accessible at https://bleexo.com/ (the " Site ").
These general terms and conditions (the " TOU ") apply without restriction or reservation to any access to the Applications and any order of services by the Customer to BLEEXO (the " Services ").
They constitute, with any order form from the Customer or the quotation sent by BLEEXO (the " Quotation ") an indivisible contractual whole (the " Contract "). In case of contradiction, the provisions of the Quotation shall prevail over the TOS. In case of contradiction between different Quotations, the most recent document prevails over the oldest ones.
The Contract prevails over any other general or specific conditions not expressly agreed by BLEEXO.
Words beginning with a capital letter, singular or plural, shall have the meaning hereinafter assigned to them:
2.1. - The Applications and Services are designed for and intended for professional use only, and are intended for companies only.
2.2. - Prior to the provision of any Services, the Customer is responsible for providing BLEEXO with all relevant information and documents in order to identify its needs and expectations. On this basis, BLEEXO will prepare a Quotation which will be sent to the Customer by email, indicating the duration of the Contract, the content of the Services and their price.
2.3. - The Customer appoints an Administrator who is in charge of managing the rights and access to the Applications by the Users, and who has the rights to access the administration functions.
2.4. - By creating his account, the Customer acknowledges having read and fully accepted the GCU in their current version. Any acceptance under reserve is considered null and void. If the Customer does not agree to be bound by the TOS and the Quotation, he/she should not order Services from BLEEXO or access the Applications. In the event of a change to the initial Services or a new order, a new Quotation will be issued. The provisions of the new Quotation shall prevail over those of the old ones. If not specified in the new Quotation, the commitment periods remain the same as the first ones.
2.5. -BLEEXO will open an account on behalf of the Customer and the designated Users, which will allow them to manage their use of the Services and to access the Applications (the "Account").To access the Applications, Users will use their login and password provided by BLEEXO.
Users agree to use the Applications personally and not to allow any third party to use the Applications in their place or on their behalf, unless they assume full responsibility for doing so. They are likewise responsible for maintaining the confidentiality of their identifiers, and must ensure the security of their access codes, any access to the Account using the latter being deemed to be made by them.
The Customer or any User must immediately contact BLEEXO if he notices that his Account has been used without his knowledge. The Customer acknowledges that BLEEXO has the right to take all appropriate measures in such a case.
The Contract will take effect at the end of the Onboarding, which lasts 2 months from the signature of the Contract. The Customer takes out an annual subscription, the duration and conditions of which are specified in the Quotation (the "Initial Period").
At the end of the Initial Period, the subscription is renewed tacitly for the same duration, unless BLEEXO or the Customer gives notice of termination at the latest:
- 3 months before the end of the Initial Period if the Initial Period is longer than 6 months.
If the subscription is renewed at the end of the Initial Period, it will be renewed for successive periods of the same duration, with the same renewal conditions.
In any case, the termination of the subscription is made by any written means and takes effect at the end of the subscription period during which the request is sent.
BLEEXO undertakes to provide the Customer with the Services described in the Accepted Quotation and/or the Order Form issued by the Customer, to the exclusion of any other service, in accordance with the provisions of the Contract.
4.1. -Network and equipment
Access to the Services can only be made through the Internet network and requires a prior connection to the said network.
The Customer must therefore have adequate computer equipment, an up-to-date browser and an Internet connection of sufficient quality. The Services will be available via a URL provided by BLEEXO.
The Customer is solely responsible for the quality of his/her equipment and his/her connection to the Internet and for all associated costs, especially telephone calls. BLEEXO will not be held responsible for any network outages that the Customer may experience.
4.2. -Use of the Services by the Customer
The Customer is the only one entitled to use the Services, under his sole responsibility. He undertakes to use the Services in accordance with their intended purpose, to the exclusion of any other use and for the sole purpose of his professional activity.
The number of authorized Users corresponds to the number of subscribers desired by the Customer, as defined in the Quotation and/or the order form.
The Customer guarantees that the Users will comply with the Contract. Therefore, the Customer is fully responsible for:
5.1. - BLEEXO undertakes to ensure, under the terms of a best effort obligation, the hosting of all content published by the Customer on the Applications in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting provider, operating in accordance with the practices of the profession and the state of the art.
In this context, BLEEXO undertakes to provide the Customer with sufficient storage and processing capacity for the Services, in accordance with industry practice and the state of the art.
BLEEXO undertakes to implement all technical means, in accordance with the state of the art, necessary to ensure the security and access to the Services, including the protection and monitoring of the infrastructure, the control of physical and/or intangible access to the said infrastructure, as well as the implementation of detection, prevention and recovery measures to protect the servers from malicious acts
BLEEXO also undertakes to take all necessary precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent it from being distorted, damaged or accessed by unauthorized third parties.
5.2. -BLEEXO reserves the right to offer any other Service that it deems useful, in a form and according to the functionalities and technical means that it deems most appropriate to render the said Services.
6.1. - The cost of access to the Services and Applications is indicated in the Quotation. Unless otherwise stated, it is expressed in Euros and exclusive of tax. The Customer is expressly informed and accepts that the amount of its subscription has been determined in particular according to the number of Users concerned.
6.2. - Unless otherwise specified in the Quotation, the Services will be invoiced annually, communicated to the Customer by any useful means. Invoices sent to the Customer are payable by bank transfer at the time of order. The terms of payment are in any case indicated in the Quotation.
6.3. - The Customer is hereby informed and expressly accepts that any delay in payment of all or part of an amount due to BLEEXO on its due date will automatically, and from the day following the date of payment appearing on the invoice :
Without prejudice to the other obligations set forth in the Agreement, the Customer agrees to comply with the following obligations.
The Customer agrees to provide BLEEXO with all documents, elements, data and information necessary to perform the Services. More generally, the Customer agrees to cooperate actively with BLEEXO and in particular with its dedicated staff for the proper execution of the Contract.
The Customer agrees to provide BLEEXO with complete, accurate, truthful and up-to-date data and to update them in a timely manner. Any delay attributable to the Customer in the communication of these elements will delay the implementation of the Services agreed between the Parties.
The Customer is solely responsible for the use of the Application and the Services, and more particularly for: (i) the use of the Application and the Services by the Users themselves, for which the Customer is responsible, as well as (ii) the relations that may arise between the Customer and third parties, in particular any dispute or litigation arising out of or in connection with the use of the Application and the Services. BLEEXO shall not be held liable in any way in this respect.
In particular, the Customer guarantees against any misuse, non-compliant or illicit use that Users may make of the Applications, in particular against infringements of the laws and regulations in force.
The Customer is solely responsible for the implementation of all procedures to prevent or remedy the commission of such acts.
The Customer is solely responsible for the documents, elements, data, information and any other content that he/she provides to BLEEXO in the course of using the Services. The Customer warrants to BLEEXO that he/she is entitled to provide such material and that he/she has all the rights and permissions necessary to use such material in the context of the Services.
The Customer declares that he/she has received from BLEEXO, prior to the signing of this Agreement, all the advice, instructions and details necessary for him/her to subscribe to the Agreement with full knowledge of the facts, and that he/she has, prior to the signing of this Agreement, sufficiently exchanged with BLEEXO in order to make sure that the Services correspond to the Customer's expectations, needs and constraints.
The Customer agrees, in its use of the Services, to comply with all applicable laws and regulations and not to infringe upon the rights of third parties or public order.
The Customer is solely responsible for its use of the Services, and for complying with all applicable laws and regulations.
The Customer indemnifies BLEEXO against any and all complaints, claims, actions and/or demands that BLEEXO may suffer as a result of the Customer's breach of any of its obligations under the Contract. The Customer agrees to pay BLEEXO all costs, charges and/or judgments that BLEEXO may incur as a result.
Without prejudice to the other obligations provided for in the Contract, BLEEXO undertakes to comply with the following obligations. BLEEXO undertakes to provide the Customer with competent personnel and to provide the Customer with the necessary advice, warnings and information for the proper performance of the Contract and the provision of the Services.
BLEEXO undertakes to use the data, and more generally all the elements that may be transmitted to it within the framework of the present Contract, only for the purposes of the performance of the Contract, and not to disseminate them or share them with any third party whatsoever, except at the Customer's request or with his express agreement.
BLEEXO guarantees to keep the data and elements for the duration of the Contract and undertakes to destroy them or to return them to the Customer, at the latter's request, at the end of the Contract.
BLEEXO certifies that it holds an insurance policy guaranteeing its professional civil liability. BLEEXO undertakes to maintain this insurance policy for the duration of the Contract.
BLEEXO undertakes to carry out regular checks to verify the functioning and accessibility of the Applications. In this respect, BLEEXO reserves the right to temporarily interrupt access to the Applications for maintenance purposes.
Similarly, BLEEXO shall not be held responsible for temporary difficulties or impossibilities to access the Applications due to circumstances beyond its control, force majeure, or due to disruptions of the telecommunication networks.
BLEEXO's intervention is limited to the provision of the Services. The Customer acknowledges and accepts that the Services are provided to him/her personally, BLEEXO does not intervene in any way in the relationship between the Customer and the Users.
The Customer agrees to indemnify BLEEXO in any dispute or litigation between the aforementioned persons and to take personal responsibility for their resolution.
BLEEXO does not guarantee to the Customer that the Services, which are subject to constant research in order to improve performance and progress, will be totally free of errors, defects or faults.
In any case, except in the case of death or bodily injury, and except in the case of gross negligence, BLEEXO shall not be liable to the Customer for any direct, material, commercial, financial or moral damages of any nature whatsoever, due to the performance of the Contract, in an amount exceeding the amounts invoiced by BLEEXO during the 12 months preceding the occurrence of the alleged damage. BLEEXO's liability will only be engaged if the Customer has made a claim, by registered letter with acknowledgement of receipt, within one month of the said occurrence.
In the event of a breach of any of the provisions of the Agreement, or more generally, a breach of laws and regulations by the Customer, BLEEXO reserves the right to take any appropriate action and in particular to :
The Customer is hereby informed and accepts that any breach of its obligations may result in the immediate termination of the Contract by BLEEXO, by any means in writing, in addition to the consequences set out above.
The systems, software, structures, infrastructures, databases, codes and contents of any kind (texts, images, visuals, logos, brands, databases, etc.) used by BLEEXO on the Website and the Applications are protected by all intellectual property rights or rights of producers of databases in force.
Any disassembly, decompilation, decryption, extraction, reuse, copying and more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of BLEEXO is strictly prohibited and may be subject to legal action.
General
The parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations incumbent on them in terms of personal data protection, in particular Law 78-17 of 6 January 1978 in its latest amended version, known as the Data Protection Act, and Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the "Applicable Regulations").For the purposes of managing the contractual relationship between the parties, each party processes the personal data of its interlocutors at the other party's premises as a data controller within the meaning of the Applicable Regulations, and for the duration of the Contract.
This processing is necessary for the proper performance of the Contract and only concerns the identification data (in particular surname, first name, email address, telephone number) of the interlocutors. This data is kept for the time strictly necessary to manage the contractual relationship between the parties.
The parties' staff, their auditing departments (in particular the auditor) and their subcontractors may have access to the personal data collected.
This processing may give rise to the exercise by the parties' interlocutors of their rights provided for by the applicable Regulations, namely:
(i) to obtain the communication and, where appropriate, the rectification or deletion of the data concerning them,
(ii) to request the erasure or limitation of the processing,
(iii) to object to the processing for legitimate reasons,
(iv) to request the portability of the data concerning them, in order to retrieve and retain them,
(v) and to lodge a complaint with a competent supervisory authority.
For more information on the processing carried out by BLEEXO as data controller, the Customer is invited to read BLEEXO's privacy policy attached to the Contract.
Processing of personal data by BLEEXO as a subcontractor
As part of the provision of the Services, BLEEXO may process personal data on behalf of the Customer as a subcontractor, while the Customer acts as a data controller as defined by the applicable Regulations. The characteristics of the processing are described in the Personal Data Processing Agreement (" DPA "), attached to the Agreement.
The parties expressly and mutually authorize each other to use their respective names, trademarks and logos as well as the references of their websites, as commercial references, on any medium and in any form whatsoever, for the duration of the Contract and beyond, for a period of 5 years.
The parties expressly declare that they exclude the legal regime of unforeseen circumstances provided for in Article 1195 of the Civil Code for all operations related to the provision of the Services to the Customer.
BLEEXO and the Customer hereby waive the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to assume their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their performance proves to be excessively onerous, and to bear all the economic and financial consequences thereof.
The Customer shall not, for the duration of the Contract and for a period of one year from the termination of the Contract, solicit or hire any BLEEXO staff who have participated in the execution of the Contract, under penalty of having to compensate BLEEXO with a lump sum equivalent to 6 months of the employee's gross remuneration at the time of his/her departure.
Each party agrees to keep strictly confidential all documents, elements, data and information of the other party that it receives.
As far as BLEEXO is concerned, the parties expressly agree that this obligation of confidentiality covers the personal data that BLEEXO will process for the Customer in the context of the Services. All such information is hereinafter referred to as the "Confidential Information".
The Parties expressly agree that this obligation of confidentiality covers the cost of the Customer's subscription, which the Customer is prohibited from disclosing to third parties, insofar as the rates are evaluated on a case-by-case basis, depending on the Customer's needs, the duration of the subscription, the number of Users concerned, and that the Customer may have benefited from preferential rates.
The party that receives Confidential Information undertakes not to disclose it without the prior consent of the other party, for a period of 5 years from the end of the performance of the Services concerned. It may only pass it on to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as that set out herein. This obligation does not extend to documents, elements, data and information:
(i) of which the party receiving them already had knowledge;
(ii) which were already public at the time of their communication or which would become public without breach of the Contract;
(iii) which would have been received from a third party in a lawful manner;
(iv) the communication of which would be required by the judicial authorities, in application of laws and regulations or with a view to establishing the rights of a party under the Contract.
BLEEXO reserves the right to use subcontractors for related Services necessary to fulfill its obligations under the Contract, which the Customer expressly accepts on the sole condition that BLEEXO informs the Customer in advance of the terms and conditions of such subcontracting.
In this case, BLEEXO undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the Contract.
BLEEXO declares that it complies with all applicable tax and social security legislation, is up to date with the payment of social security contributions, and is able to provide proof of compliance with the various obligations applicable in this regard, upon request by the Client.
BLEEXO shall provide the Customer, upon request and as often as necessary, until the end of the Contract, with the following documents:
(i) an identification card proving registration in the Trade Register or an extract of the registration in the Trade and Companies Register dated less than 3 months (extract K or KBIS), or equivalent for a foreign company;
(ii) a certificate of provision of social declarations from the social protection organization in charge of collecting social contributions and fees incumbent on BLEEXO.
Neither party shall be liable for any difficulties or temporary impossibility to execute the present contract due to force majeure. The parties agree to understand by force majeure the events usually recognized as such in Article 1218 of the Civil Code and the French courts, including in particular strikes, terrorist activities, riots, insurrections, wars, governmental actions, epidemics, natural disasters or failure attributable to a third party telecommunications provider.
In the event of a case of force majeure preventing one of the parties from fulfilling its obligations and continuing for more than one month, the Contract may be terminated by either party by registered letter with acknowledgement of receipt, without either party having to pay the other any compensation.
Upon termination of the Agreement, for whatever reason, the Customer shall immediately cease all use of the Applications and return to BLEEXO all programs and documents related to the Agreement.
With the exception of anonymized data which is the property of BLEEXO, BLEEXO undertakes, in the event of termination of the Agreement, whatever the cause, to proceed with the destruction of the data and information collected within the framework of the Agreement and not to keep any copy. It is understood between the parties that anonymized data is the property of BLEEXO and is not affected by these provisions.
BLEEXO reserves the right to modify the TOS at any time.
The Customer will be informed of these modifications by any useful written means, including email, at least one month before they come into force.
Once in force, the modified terms and conditions will apply from the date of renewal of the subscription.
If the Customer does not accept the new terms and conditions, he/she must terminate the Contract according to the terms and conditions set out in the article "Entry into force - Term - Renewal".
The Contract is subject to French law and shall be governed by and construed in accordance with that law.
Any dispute that may arise in connection with its validity, interpretation or performance shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (France), unless otherwise required by mandatory procedural rules.
