General terms and conditions of sale and use

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

The service

ADQ agrees to:

(i) provide the Client with a suite of technologies being able to undertake data analysis and to activate front office and back office data features on the Site using local browser storage technologies;

(ii) advise the Client on which of these features should be activated on the Site and to make them actionnable;

(iii) support 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 of the Service;

(v) provide a reasonable response via phone or email from designated support staff members;

(vi) process the data in accordance with the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 and the Amendment to the personal data processing agreement concluded by the Parties.

Term of Engagement and Fees

(a) The Client agrees to pay ADQ a 'one-time' set-up and integration fee (“Setup fee”), to be invoiced upon signature of the Purchase Order. If not defined in the Purchase Order, the Setup fee is by default of 0€.

(b) After the first technical activation goes live on the Client Site, the Client agrees to pay ADQ a Monthly Fee ("Subscription Fee").

(c) The term of this agreement shall be 1 month ("the Initial Term").

(d) After the first technical implementation goes live the engagement will proceed during the Term whereby the Client agrees to engage the Service on the first day of the Term and will become responsible for ADQ fees for the Term.

(e) Upon the expiration of the initial Term and any renewed Term, this Agreement will automatically renew for a further term of the same duration ("Renewed Term”). In this Agreement “Term” means Initial Term and any Renewed Terms.

(f) Either party may cancel at any time by notice in writing to expire at the end of the current Term. In the event of cancellation, the Client agrees to pay ADQ at minimum the Subscription Fee for the remaining of the Term.

(g) The Parties undertake to ensure that this Contract and all information exchanged between them in the context of their contractual relations remain confidential, and to take all necessary measures vis-à-vis their employees to maintain this confidentiality throughout the entire duration of this Contract and until the expiry of a period of two (2) years following the end of the Contract, regardless of the reason for which it came to an end.

(h) This Contract is governed by French law. Any dispute or difference possibly arising with regard to validity, interpretation, fulfilment or non-fulfilment or other matters, if not amicably settled between the Parties, will be brought solely before Courts within the judicial district of the Paris Court of Appeals.

Invoice

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

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

(c) The penalties due in the event of late payment are equal to three (3) times the legal interest rate, in addition to the payment of the fixed compensation of €40 for recovery costs.

Non disclosure agreement

ADQ commits within the framework of the "Navigation Optimisation" project in order to facilitating the navigation experience of users of the sites run by the Client (hereinafter the "Service(s)"), to respect the absolute confidentiality of the elements that the Client, may bring to its attention and/or provide with, including but not limited to, all or part of the information and/or goods listed below, from the first verbal and/or written exchanges between our companies during pre-contractual and/or contractual relations (hereinafter the "Exchanges")
- Access to our web users' data via the production view of the Google Analytics account;
- Information about the Client’s directors, officers and employees;
- Information relating to the Client’s organization, business, accounts and/or other financial and accounting information, its distributors or customers, its current and future products, manufacturing processes, 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 Client’s relationships with third parties;

Scope and details of the Services

The above-mentioned information and/or data and/or material, regardless of the means of communication, is hereinafter referred to collectively as the "Confidential Information", it being understood that the terms and conditions of this agreement are also considered Confidential Information. The purpose of this commitment (hereinafter the "Commitment") is to define the obligations of confidentiality that our company, intervening within the framework of the Services, undertakes to respect as from the Exchanges relating to the Confidential Information disclosed by the Client within the framework of the Services entrusted, including any consultation or exchange necessary prior to any Service that the Client may entrust to us.

1. We hereby acknowledge that all industrial, artistic and intellectual property rights to the Confidential Information, the Client trademarks and logos are and will remain the property of the Client, worldwide and for the duration of the rights in each country. Therefore, the performance of Services or any solicitation for a Service does not confer on our company any rights to such Confidential Information or to the Client’s trademarks and logos, which we expressly acknowledge. Likewise, we are prohibited from using the Confidential Information in any way (including adaptation, reproduction, etc.) for any reason other than for the purposes of the Services with the Client, except for the strict purpose of the Services with the Client.

2. We undertake, throughout the entire duration of this Commitment and until the expiry of a period of two (2) years following the end of the Commitment, regardless of the reason for which it came to an end, to maintain the most absolute secrecy on all the Confidential Information of which we have knowledge, whether or not the pre-contractual negotiations lead to the conclusion of a contract. The Confidential Information will thus be kept and treated with the same degree of protection and care that we give to our own confidential information.

3. We undertake to ensure that all members of our staff (hereinafter the "Staff") who come into contact with Confidential Information in one way or another will respect the obligation of confidentiality provided for herein.

4. We will take all necessary measures to ensure that only the Personnel called upon to work within the scope of the Services have knowledge of the Confidential Information. We guarantee that no other person will be able to view or obtain a copy of the Confidential Information without the express prior written consent of the Client and have already taken all reasonable steps to ensure that the Confidential Information is not disclosed by the Staff.

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

6. We guarantee that the Confidential Information and all documents or elements relating to it will not be visible or accessible to any third party visiting our premises.

7. Nothing in the Undertaking shall be construed as obliging the Client to contractually bind itself to our company in the future.

8. The present Commitment does not confer any exclusivity on us, as the Client may at any time have recourse to the services of any other company, firm, workshop or third party of its choice for identical or similar missions, works or orders.

9. In case of failure to comply with the obligation of confidentiality provided for in the Commitment, any mission, work or order that the Client has entrusted to us may be terminated by operation of law, with immediate effect, without delay or notice, without indemnity and without the need to carry out any judicial or other formality, by sending a simple letter of notification by registered mail with a request for acknowledgement of receipt and without prejudice to the right to take any action or claim that the Client may have in connection with this violation in order to repair the damage that the Client would have suffered, including under the conditions provided in Article 1112-2 of the French Civil Code.

10. We undertake not to delegate, assign or transfer to a third party, directly or indirectly, including our subsidiaries or companies with which we are linked, all or part of the rights or obligations resulting from the missions, works or orders that the Client will have entrusted to us, unless we have obtained the prior written consent of the Client. In this case, the company or companies to which Confidential Information would be revealed through us will be bound by the confidentiality obligations described in the Commitment in the same way as our company, and our company will guarantee that these companies comply with these obligations. We undertake to obtain from these companies their written commitment on the respect of these obligations of confidentiality and to justify it upon simple request from the Client.

11. Upon termination of our relationship for any reason, or upon written request from the Client during the course of our relationship, we agree to immediately provide the Client with the Confidential Information and any documents created in the course of our relationship and not to retain any copies or duplicates thereof. We agree to immediately return any materials provided to us under this Undertaking or, if applicable, destroy them upon the Client’s first request. In the event that any relative data has been recorded in computer programs, we undertake that upon termination of our relationship for any reason whatsoever, such data will be erased from the computer program and that neither our company nor any of our subcontractors will keep a copy of it. We guarantee that the data media supplied digitally (on floppy disk, USB key, CD ROM, DVD ROM, etc.) will be returned to the Client.

12. We expressly accept that the Undertaking is subject to French law and that the courts of Paris have exclusive jurisdiction for all disputes relating thereto.