General terms and conditions

Terms of engagement between ADEQUA SAS ("ADQ"), and the "Customer", for the implementation and execution of the Adequa Service ("the Service") on the Customer's website(s) ("the Site").

The service

ADQ is committed to:

(i) provide Customer with a suite of technologies that are capable of undertaking data analysis and enabling front office and back office data functionality on the Site using local browser storage technologies;

(ii) to advise the Customer on the functionalities to be activated on the Site and make them operable;

(iii) support the ongoing operations of the Service on a continuous basis (7 days a week, 24 hours a day) using system resources provided by ADQ ;

(iv) provide technical support and updates to the Service;

(v) provide reasonable response by phone or email from designated support staff;

(vi) process data in accordance with Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 and the Amendment to the Personal Data Processing Agreement entered into by the Parties.

Duration of the engagement and fees

(a) Customer agrees to pay ADQ a one-time set-up and integration fee ("Set-up Fee"), which will be invoiced upon execution of the Purchase Order. If not set forth in the Purchase Order, the Setup Fee shall default to 0€.

(b) After the first technical activation on the Customer Site, the Customer agrees to pay ADQ a monthly fee ("Subscription Fee"). The amount of the monthly fee is determined by the Customer's signature of a purchase order referring to this Agreement.

(c) The term of this Agreement is 1 month ("Initial Term").

(d) After the initial technical implementation, the engagement will continue for the term of the contract, with the customer agreeing to engage the service on the first day of the contract term and becoming responsible for ADQ charges for the term of the contract.

(e) Upon expiration of the Initial Term and any Renewed Term, this Agreement shall automatically renew for another term of the same duration ("Renewed Term"). In this Agreement, the term "Term" means the Initial Term and any Renewed Term.

(f) Either party may terminate the Agreement at any time by giving written notice which expires at the end of the current Term. In the event of termination, the Customer agrees to pay ADQ at least the Subscription Fee for the remaining term.

(g) The Parties agree to maintain the confidentiality of this Agreement and all information exchanged between them in the course of their contractual relationship, and to take all necessary steps with respect to their employees to maintain such confidentiality throughout the term of this Agreement and until the expiration of a period of two (2) years following the termination of the Agreement, regardless of the reason for termination.

(h) This Agreement is governed by French law. Any dispute or difference relating to the validity, interpretation, performance or non-performance or otherwise, if not settled amicably between the Parties, shall be brought exclusively before the Courts of the jurisdiction of the Court of Appeal of Paris.


(a) ADQ will invoice Customer at the beginning of the Term for the upcoming Term.


(b) The payment terms for these invoices are 30 days net.


(c) Penalties due in case of late payment are equal to three (3) times the legal interest rate, in addition to the payment of the fixed indemnity of 40 € for collection costs.

Non-disclosure agreement

ADQ undertakes, within the framework of the Service, to respect the absolute confidentiality of the elements that the Customer may bring to its knowledge and/or provide to it, in particular all or part of the information and/or goods listed below, from the first verbal and/or written exchanges between the companies during the pre-contractual and/or contractual relations (hereinafter the "Exchanges"):


- Access to user data via the production view of the Google Analytics account or any other analytics tool in place;

- Information relating to the Customer's directors, officers and employees;
- Information relating to the Customer's organization, business, accounts and/or other financial and accounting information, its distributors or customers, its current and future products, manufacturing processes, know-how and technology, studies and analyses, projects, methods, algorithms, network configurations, system architecture, design, organizational charts, drawings, as well as its commercial, marketing, promotional or advertising methods, and the Customer's relations with third parties;

Scope and details of services

The above-mentioned information and/or data and/or materials, regardless of the means of communication, are hereinafter collectively referred to as the "Confidential Information", it being understood that the terms and conditions of this Agreement are also considered as Confidential Information. The purpose of this agreement (hereinafter the "Agreement") is to define the obligations of confidentiality that ADQ, acting within the framework of the Service, undertakes to respect as from the Exchanges relating to the Confidential Information disclosed by the Customer within the framework of the entrusted Service, including any consultation or exchange necessary prior to any Service that the Customer could entrust to it.


1. ADQ hereby acknowledges that all industrial, artistic and intellectual property rights on the Confidential Information, trademarks and logos of the Customer are and will remain the property of the Customer, worldwide and for the duration of the rights in each country. Consequently, the performance of the Service or any request for a Service does not confer to our company any right on the Confidential Information or on the trademarks and logos of the Customer, which ADQ expressly acknowledges. Similarly, ADQ is prohibited from using the Confidential Information in any manner whatsoever (including adaptation, reproduction, etc.) for any reason other than for the purpose of the Service with the Customer, except for the strict purpose of the Service with the Customer.


2. ADQ agrees, for the duration of this Agreement and until the expiration of a period of two (2) years following the end of the Agreement, regardless of the reason for its termination, to maintain absolute secrecy with respect to all Confidential Information of which ADQ has knowledge, whether or not the pre-contractual negotiations result in the conclusion of a contract. The Confidential Information will thus be kept and treated with the same degree of protection and care that ADQ gives to its own confidential information.


3. ADQ undertakes that all members of its staff (hereinafter the "Staff") who come into contact with Confidential Information in any way will comply with the obligation of confidentiality set forth herein.


4. ADQ will take all necessary steps to ensure that only Personnel working on the Service have access to the Confidential Information. ADQ warrants that no other person will be able to view or obtain a copy of the Confidential Information without the express prior written consent of Customer and has already taken all reasonable steps to ensure that the Confidential Information is not disclosed by Personnel.


5. However, disclosure of Confidential Information that is or will become public information during the course of the business relationship without an unauthorized disclosure having occurred shall not be considered a breach of the confidentiality obligation under the Commitment.


6. ADQ warrants that the Confidential Information and any documents or materials related thereto will not be visible or accessible to any third party visiting its premises.


7. Nothing in the Commitment shall be construed as obligating the Client to contractually bind itself to ADQ in the future.


8. This Agreement does not confer any exclusivity on ADQ, as the Client may at any time use the services of any other company, firm, workshop or third party of its choice for the same or similar assignments, work or orders.


9. In the event of a breach of the confidentiality obligation set forth in the Agreement, any assignment, work or order that the Client has entrusted to ADQ may be terminated by operation of law, with immediate effect, without delay or notice, without compensation and without the need to comply with any judicial or other formality, by sending a simple letter of notification by registered mail with acknowledgement of receipt and without prejudice to the right to exercise any action or claim that the Customer may have on the occasion of this breach in order to repair the damage he has suffered, including under the conditions provided for in Article 1112-2 of the Civil Code.


10. ADQ undertakes not to delegate, assign or transfer to a third party, directly or indirectly, including to its subsidiaries or to companies with which ADQ is linked, all or part of the rights or obligations resulting from the missions, works or orders entrusted to it by the Client, except with the prior written consent of the Client. In this case, the company or companies to which the Confidential Information would be disclosed through ADQ will be bound by the confidentiality obligations described in the Commitment in the same way as ADQ, and our company will guarantee that these companies respect these obligations. ADQ undertakes to obtain from these companies their written commitment to respect these confidentiality obligations and to justify them upon request by the Customer.


11. Upon termination of the relationship between ADQ and the Client for any reason, or upon written request by the Client during the course of the relationship, ADQ agrees to immediately provide the Client with the Confidential Information and all documents created during the course of the relationship and not to retain any copies or duplicates thereof. ADQ agrees to immediately return any materials provided to it under this Agreement or, if applicable, to destroy them upon the first request of the Client. In the event that relative data has been recorded in computer programs, ADQ undertakes that at the end of the relationship, for whatever reason, such data will be deleted from the computer program and that neither ADQ nor any of its subcontractors will retain a copy. ADQ guarantees that the data carriers supplied in digital form (on floppy disk, USB key, CD ROM, DVD ROM, etc.) will be returned to the Customer.


12. ADQ expressly agrees that the Agreement shall be governed by French law and that the courts of Paris shall have exclusive jurisdiction over any dispute relating thereto.

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