These General Terms and Conditions are applicable between the company APIZEE, domiciled at 4 Rue Louis de Broglie – Bâtiment W9 – Espace Corinne Erhel, 22300 Lannion – RCS de Saint-Brieuc 790 503 973 (hereinafter APIZEE), and the customer (hereinafter the Customer) and are intended to define the conditions of sale and use of the services of the APIZEE offer (the Service) chosen by the Customer with whom it has also been agreed with the general conditions of use (for the creation and operation of an APIZEE account) as well as special conditions described in a commercial proposal and / or a specific document provided for this purpose (the Special Conditions). All the General terms and special conditions will hereinafter be referred to as the Contract.
These General Terms and Conditions prevail over the conditions appearing on the documents emanating from the Customer. The fact that APIZEE may derogate from these conditions at any given time cannot be interpreted as a waiver to do so later.
In the event of any incompatibility between the terms of these General Terms and Conditions and those of the Special Conditions, the Special Conditions shall prevail.
Unless expressly provided otherwise, any new feature that enhances or augments one or more existing services or any new service launched by APIZEE will be subject to these Terms.
The purpose of the Contract is to define the conditions under which APIZEE grants the Customer, who accepts it, the non-exclusive and non-transferable right to use the Service. The Customer acknowledges having knowledge of the features offered by the Service and declares that these features meet its needs. The Customer also acknowledges being informed of all the technical characteristics necessary for the Service and declares that it is adapted to its information systems.
Throughout the duration of the Contract, APIZEE undertakes to provide the Customer with the following services, all of which form the Service:
In the event that the Customer wishes to entrust APIZEE with additional services, he may only do so by explicit mention in the offer developed by APIZEE. Any additional request from the Customer that is not covered by an offer developed and accepted by APIZEE must be the subject of an additional payment that may be determined on quotation previously accepted by the Customer.
Throughout the commitment period, APIZEE undertakes to carry out corrective maintenance of the Service. Aware of the importance of the Service for the smooth running of the Customer’s activity, APIZEE will make all reasonable efforts to restore the Service as soon as possible from the knowledge of the existence of the problem.
APIZEE also undertakes to provide two persons designated by the Customer and having received appropriate training provided by APIZEE, with telephone functional and technical assistance, by e-mail or via an online workspace every working day from 9am to 12pm and from 2pm to 6pm.
Functional assistance means assistance intended to remedy malfunctions of the Service and to enlighten the Customer on the functionalities of the Software. It is expressly agreed between the parties that the tasks relating to the day-to-day administration of the Software (creation of new users, in particular) do not fall within the functional assistance provided herein but are the exclusive responsibility of the Customer.
APIZEE undertakes to provide the Customer with services for the implementation of the Service and training services for the use and administration of the Service. The conditions, in particular financial, of these benefits will be determined in the Special Conditions. Each training session will include a maximum of 5 people in addition to the trainer.
All new versions of the Software will go live as soon as they become available. It is expressly agreed that only the most recent versions will be accessible by the Customer and will benefit from the guarantees of the Contract.
The Contract is concluded for an initial period specified in the offer chosen by the customer, which may range from 1 (ONE) month to 12 (TWELVE) months in the case of the choice of an annual subscription (Initial Period). It will be renewed by tacit renewal for a successive period of extension corresponding to the initial period chosen by the customer (Extension Period).
At the end of each period (Initial Period or ExtensionPeriod), each party will have the right to terminate the Contract.
At the expiration or termination of the Contract, for any reason whatsoever, access to the Service will be closed. APIZEE will delete or cause to be deleted all data from the Service 30 days after the termination of the Contract. Before the deletion operation, and at the express request of the Customer, the records and other data relating to the Customer will be transferred to the Customer.
The Services and features are provided at the current rates listed on the descriptive pages. Prices are expressed in Euros.
The rates take into account any reductions that would be granted by APIZEE.
In particular, at certain times, certain services may be promoted up to and including free of charge. The validity dates and terms of the offer are set out on a case-by-case basis on the dedicated pages of the service. These rates are firm and non-revisable during their period of validity, as indicated on the offer, APIZEE reserving the right, outside this period of validity, to modify the prices at any time.
The remuneration for the service of APIZEE and the possible transfer of rights referred to below, which the Customer undertakes to pay to APIZEE is defined in the offer developed by APIZEE.
It is recalled that any additional request of the Customer that would not be covered by the offer must be the subject of an additional payment to be defined between the parties.
In return for the services provided, the Customer undertakes to pay APIZEE a fee equal to the sum of the monthly fees due by the Customer for the Initial Period.
In the event of renewal of the Contract and when the amount of the applicable monthly fee results from a calculation involving a quantity and a unit price, any modification of the applicable unit price will be communicated by APIZEE to the Customer two months before the effective date of the price modification. In the event of termination of the contract, regardless of the cause, the amount of the fee due will be prorated based on the applicable monthly fee rate, with any month started being considered due.
The terms of payment and invoicing are specified in the Special Conditions. Otherwise, at the beginning of each period (Initial Period or Extension Period), the Customer undertakes to pay in advance to the company APIZEE, on invoice issued by the latter, a provision whose amount is equal to an estimate of the monthly fee multiplied by the number of months of the period concerned.
At the end of each period (Initial Period or Extension Period), the Customer will receive a final invoice from APIZEE and will pay APIZEE the difference between the amount of the fee due for the period concerned and the amount of the provision paid, if this difference is positive. If this difference is negative, and in the event of termination of the Contract before its anniversary date, APIZEE will reimburse the Customer for the difference between the amount of the fee due and the amount of the provision paid.
All amounts and payments due under the Contract are exclusive of taxes (excluding VAT). Consequently, the sums to be paid in execution of the Contract will be increased by VAT at the rate in force on the date of payment and/or any other applicable tax.
The price is paid within a maximum period of 30 days from the date of the transaction with the exception of deposits to the order which are payable upon receipt. The price is payable by bank transfer issued by the Customer to the bank details communicated to him in the order confirmation. The price can also be paid if necessary by SEPA direct debit. It can also be done via payment by credit card.
Payments made by the Customer will only be considered final after actual collection of the sums due, by APIZEE.
APIZEE will not be required to deliver the Services and functionalities ordered by the Customer and which remain to be provided if the Customer does not pay the price under the conditions indicated above.
In addition, APIZEE reserves the right, in the event of non-compliance with the payment conditions set out above, to suspend or cancel the delivery of any order in progress made by the Customer.
In the event of late payment and payment of the sums due by the Customer, and after the date of payment appearing on the invoice sent to the latter, late payment penalties calculated at the rate of 12% (TWELVE PERCENT) per year of the amount including VAT of the price appearing on said invoice, will be acquired automatically and automatically to APIZEE, without any formality or prior formal notice.
Late payment will result in the immediate payment of all sums due by the Customer and the immediate exigibility of any related costs, in particular SEPA direct debit rejection costs, without prejudice to any other action that APIZEE would be entitled to bring, as such, against the Customer.
It is understood that it will be up to APIZEE, on the amount that will be paid to it, to do its business, if necessary, of the remuneration of any third party to whom it would have delegated all or part of its mission, and to pay them directly the sums that would be due to it (their).
The Customer undertakes to cooperate in good faith and without reservation with APIZEE in order to enable it to carry out its obligations in the best possible conditions.
The Customer also undertakes, if necessary, to make all necessary backups of the data stored on the APIZEE servers and therefore waives the right to seek the responsibility of APIZEE in the event of loss, destruction or damage to the files or any other document.
The Customer also undertakes to make available any document or information necessary for the proper performance of the service, and to put APIZEE in contact with any useful person within its own staff. It also undertakes to verify in good time all documents submitted for its approval and to clearly formulate its remarks, observations and disagreements.
APIZEE undertakes to provide useful advice to the Customer throughout the execution of its mission, in particular in the context of functional assistance services (hotline), implementation and training.
If, in the course of execution of the present, a difficulty appears, the parties undertake to consult each other in order to determine and implement an appropriate solution as soon as possible.
Customer represents and warrants that it will use the compatible browsers required for proper access to and use of the Services.
The Customer declares that it will always have at least one employee in its workforce who has undergoen software administrator training, and acknowledges and accepts that this condition is essential to the proper performance of the Contract and the implementation of functional assistance.
The Customer is solely responsible for the data communicated to APIZEE. APIZEE can in no way be held responsible for the consequences related to the exploitation and dissemination, on the occasion of the operation of the Internet Service, of the data communicated by the Customer and integrated into the Website by APIZEE.
In particular, the Customer will ensure that he communicates to APIZEE only data and content on which he will have, on an exclusive basis, all the rights necessary for their exploitation in accordance with the present, and which will be respectful of the rights of third parties. The Customer guarantees APIZEE against any recourse in this regard.
10.1 The Customer is informed by APIZEE of the essential characteristics of the Services offered. However, the Customer is invited to read any other additional information provided. No express or implied warranty can be granted by APIZEE in this regard.
It is recalled that the descriptions of the Services offered, whethertextsor photographs illustrating these Services offered, do not fall within the scope of the contract. Also, if illegalities, errors, improprities, inaccuracies, non-conformities are introduced, the responsibility of APIZEE can in no case be engaged.
10.2 APIZEE guarantees the Customer against any recourse or action that may be brought against it in any capacity, on the occasion of the exercise of the rights granted to it by this contract, the authors or their assigns or publishers or in general any person who has participated directly or indirectly in the development or realization of the Website.
APIZEE also guarantees the Customer against any recourse or action that may be formed by natural or legal persons who, although not having participated in the development or realization of the Service, consider that they have rights to assert on all or part of the Internet Service or on its exploitation by the Customer.
It is recalled that this guarantee does not extend to the data and content communicated by the Customer to APIZEE, for which only the Customer is responsible.
APIZEE’s liability is expressly limited to compensation for direct material damage, to the exclusion of any immaterial and/or indirect damage, such as, in particular and without limitation, loss of opportunity, loss of turnover, commercial damage, moral damage, etc., in all cases where the law allows such a limitation.
In any case, in all cases where the law allows such a limitation, the overall liability of APIZEE in the context of the execution of the present is expressly limited to 3 times the amount of the fee due in respect of the current period stipulated either in Article 6.1 (Initial Period or Extension Period).
12.1 APIZEE represents and warrants to the Customer that APIZEE has all rights to the software constituting the Service and necessary to grant it a license, and undertakes to keep the Customer safe from any claim by third parties in connection with the use of the Service.
12.2 This contract does not confer on the Customer any intellectual property rights on the Service with the exception of the stipulations of this article, which remains the full and exclusive property of APIZEE. The Customer remains the owner of the data he has processed by means of the Service.
12.3 The Service is an original work of the mind protected as such by national and international legislation. Thus, all elements composing the Service, whether visual or sound, including the underlying technology, are protected by copyright, trademarks, or patents. In particular, all the information or documents contained in the application as well as all the elements created for the Service are either the exclusive property of APIZEE, or are the subject of a right of use, exploitation and / or reproduction of their respective holders, in particular within the framework of affiliation agreements or licenses of use.
Unless explicitly provided, any reproduction, representation, modification, publication, transmission, distortion, total or partial, of the Service or its content, by any process whatsoever, and on any medium whatsoever without the prior written permission of APIZEE, is prohibited.
If necessary, any unauthorized use of the Service or its content, the information disclosed therein would engage the responsibility of the Customer and would constitute an infringement punishable by articles L 335-2 and following of the Intellectual Property Code.
The databases appearing, if any, in the Service are protected by the provisions of the law of 1 July 1998 transposing into the Intellectual Property Code the European Directive of 11 March 1996 on the legal protection of databases. As such, any reproduction or extraction would engage the responsibility of the infringer.
12.4 In return for the full payment of the price, APIZEE assigns to the Customer the temporary and non-transferable non-exclusive intellectual property rights necessary for the operation of the service by theCustomer, i.e. use, demonstration.
The operating license granted under this Agreement allows Customer to use the Service in accordance with the technical specifications as set forth in the Documentation.
12.5 The Customer also has the right to authorize any third party to access the Service as long as it acts directly on behalf of the Customer and in accordance with the destination of the Service. In particular, the Customer is authorized to make the Service available to a service provider to whom he would entrust computer work, for the purpose of operation of the Service by said provider. This service provider will only operate the Service for the Customer’s own needs; this provision remains under the full technical and legal responsibility of the Customer.
Consequently, the Customer undertakes:
Likewise, the trademarks (names and/or logos) mentioned in this contract and in the Service are the property of their respective owners. The CUSTOMER undertakes to respect the proprietary notices appearing on the Service, the media and the documentation.
The brand APIZEE®, APIZEE CONTACT® APIZEE DIAG® IZEECONF® and the company name APIZEE as well as the logos appearing on the Service and any document relating thereto are registered trademarks. Any reproduction or representation, in whole or in part, of these brands or logos, alone or integrated with other elements, without the express prior authorization of the Service Provider is prohibited, and would engage the responsibility of the Customer within the meaning of Articles L 713-2 and L 713-3 of the Intellectual Property Code.
The hypertext links implemented within the Service to any website and in general to any existing resources on the Internet can not engage the responsibility of APIZEE, which is not responsible for the content and operation of these third-party sites, as well as any damage or damage (viruses …), of any nature whatsoever, suffered by the Customer during a connection to these sites.
12.6 The Customer undertakes to authorize APIZEE at any reasonable time in order to allow the latter to carry out any compliance check of the use of the Service, to provide the services, subject to compliance with the Customer’s authorization procedure prior to any access.
12.7 This contract shall not confer on the Customer any right over the standard software used by APIZEE for the performance of its mission hereof, as well as the software available on the market and necessary for the proper functioning of the Service, for which APIZEE benefits, on its sole account, from a right of use granted by the rights holder.
13.1 Except in exceptional cases (white label operating contract), the name of APIZEE will be mentioned in any legal notice as publisher of the Service. The Customer guarantees that this mention will appear including on the occasion of any possible integration of the Service, whether or not the realization of these developments is entrusted to APIZEE.
13.2 The Customer authorizes APIZEE to indicate his contact details and to mention as an example of his use of the Service, on the commercial and/or advertising documents of APIZEE, including by the reproduction and/or representation, on any media and by any means of communication, of an element of the Website on which the name and/or logo of the Customer appears. This authorization is for the whole world and for the duration of ACTIVITY of APIZEE.
In accordance with the Consumer Code (Article L121-16-1 of the Consumer Code and following), the right of withdrawal is likely to be exercised between professionals when:
However, the right of withdrawal may end prematurely, in the event that the contract has been fulfilled in full by the Customer who, by actually operating the Service, expressly requests that the withdrawal period expire. Indeed, taking into account the fact that the provision by APIZEE of Information Services, intellectual services and settings, and that in any case the Customer wishes THAT APIZEE instantly begins the execution of its service of connection before the expiry of a period of 14 (FOURTEEN) days following the confirmation of the registration, APIZEE and the Customer agree in such cases that the latter waives his right of withdrawal.
15.1 APIZEE draws the Customer’s attention to the fact that, in accordance with the regulations in force, any person who carries out an economic activity by which he offers or ensures remotely and electronically the supply of goods or services is subject to special contractual obligations, some of these obligations having an impact on the presentation of the Service.
The Customer is automatically responsible for the proper performance of all these obligations.
This is particularly the case in terms of relations with consumer customers (B2C), in terms of medical teleconsultation (health data) and more generally any regulated activity.
15.2 It will be up to the Customer to transmit to APIZEE all the mentions to be integrated into the Service, adapted to its commercial approach and the products or services it intends tomarket. The Customer is solely responsible for compliance with the regulations relating to these mentions.
In particular, the Customer will transmit to APIZEE for integration into the Website any legal notice and/ or general conditions of use and / or sale/provision at a distance, including the provisions relating to the online processing of personal data, security procedures, electronic payment methods, etc.
APIZEE undertakes to apply the appropriate administrative, physical and technical measures to preserve the security, confidentiality and integrity of the Customer’s data. APIZEE is prohibited from (a) modifying the Customer’s data, (b) disclosing the Customer’s data unless APIZEE is legally obliged to do so or APIZEE is expressly authorized to do so by the Customer, or (c) accessing the Customer’s data except in the context of the performance of the Service, in particular to prevent or solve technical problems or at the customer’s request in the context of the execution of the functional assistance service.
Inorder to ensure the proper functioning of the service and as part of its services, APIZEE is required to collect and process personal data. This is limited to the functional and operational needs of APIZEE.
In accordance with Law No. 78-17 of 6 January 1978 relating to data processing, files and freedoms, as amended by Law No. 2004-801 of 6 August 2004, and at General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (« RGPD »), APIZEE implements organizational security measures to ensure the compliance of APIZEE’s solutions, as well as Law No. 78-87 of 6 January 1978, as amended.
In the event of subcontracting, APIZEE informs its customer, and ensures that any subcontractor itself complies with the General Data Protection Regulation.
Any data subject has a right of access, rectification, erasure, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons. These rights can be exercised with APIZEE at the following email address: firstname.lastname@example.org by attaching a valid proof of identity if necessary.
In the event of a complaint, the customer may contact the Commission Nationale de l’Informatique et des Libertés (CNIL).
APIZEE may delegate all or part of the execution of its mission to any subcontractor of its choice, subject to informing the Customer in advance.
It will then be up to APIZEE to conclude contracts with these subcontractors on its behalf and to assume the responsibility and responsibility for them. Under no circumstances can the Customer be held liable on this point. These contracts must, where appropriate, provide for the transfer to the Customer, in accordance with these terms and circumstances, of the intellectual property rights on the elements created by the subcontractors.
APIZEE and the Customer agree that the use of digital means of communication will demonstrate between them the acceptance of any transaction with APIZEE, whatever the content and regardless of the medium used.
The information recorded by the systems used is considered as proof of the nature, content and date of the transactions concluded. Such evidentiating constitutes an irrebuttable presumption.
APIZEE may avail itself, in particular for evidential purposes, of any act, file, recording, monitoring report, statistics on any media including the computer medium established, received or stored directly or indirectly in a database.
20.1 These conditions remain in force as long as APIZEE does not mean their cessation or substantial modification. They can be modified at any time. In this case, APIZEE will notify the Customer by email of the change within a fortnight. The latter will then have 30 (THIRTY) days from the date of receipt of the information to terminate this contract by terminating his registration. After this period, the new conditions will apply to the commitments entered into by the customer.
20.2 The customer is subject to it from the date of his signature of the offer elaborated by APIZEE, referring to these conditions and will end at the end of the fulfillment by APIZEE and by the Customer of their reciprocal commitments as defined in the offer, without prejudice to the provisions of Article 21 on termination as well as the continuation of confidentiality and intellectual property obligations after the end of the contract.
In the absence of compliance, by either party, with the essential obligations incumbent on it under the Contract, it may be terminated automatically, if the injured party sees fit, 30 (THIRTY) days after a formal notice to execute, notified by registered letter with acknowledgment of receipt containing a declaration of the intention of its author to use the benefit of this clause, and remained without effect, without prejudice to any claim for damages.
APIZEE shall not be liable for any damages, delays or failures in the performance of the contract caused by events beyond its reasonable control, or not resulting from the fault or negligence of APIZEE.
By express agreement, constitutes a case of force majeure, in addition to those usually recognized by the jurisprudence of the French courts and tribunals, and without this list being exhaustive, by total or partial strikes, internal or external to the company, lock-out, breakage of machinery and tools, incidents or failure of transport, blocking of means of transport or supply, for any reason, interruption of sources of supply of raw materials and energy, sustainable interruptions in energy supply, failures of computer equipment, bad weather, lightning and/or power surges, earthquake, fire, storm, flood, water damage, epidemic, prohibition or embargo of import or export, governmental or legal restrictions, riots, legal or regulatory changes of forms of marketing, blockages or interruptions in the operation of the means of telecommunications including the public network, cessation of activity of its suppliers, and all other cases beyond the express control of the parties preventing the normal execution of the commitments arising from the order and / or the contract.
Force majeure suspends the obligations arising from this contract for the duration of its existence. During this suspension, the Parties agree that the costs incurred by the situation will be borne by the prevented party.
The Party noting the event must without delay inform the other party of its impossibility to perform its service and justify it to the latter. The suspension of obligations can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay.
However, if the force majeure were to last for more than one month, the contract may be terminated by either party, without this termination being at fault.
The termination, in such a case, must be notified by registered letter with acknowledgment of receipt referring to this provision, and will take effect on the date of receipt of said letter.
In the event of a change in unforeseeable circumstances at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume an excessively onerous risk of performance may request a renegotiation of the contract from its counterparty.
However, if the change of unforeseeable circumstances at the time of the conclusion of the contract was final or lasted beyond 2 months, the present would be purely and simply resolved according to the terms defined in Article 21 “Early termination of relations”.
In the event that any of the provisions of these conditions are null and void by a change in legislation, regulation or by a court decision, this shall in no way affect the validity and compliance with the other conditions. The titles of the articles are only indicative.
Throughout the duration of the commitments and even after their termination for any reason whatsoever, each party undertakes to keep strictly confidential all non-public information and documents of any kind whatsoever (economic, technical, …) to which it could have had access in the context of the relations relating to the other party or to any other person related in any way whatsoever to the latter.
Each party will take all necessary measures vis-à-vis its personnel or subcontractors to ensure under its responsibility compliance with the above obligation of confidentiality.
No change in the name or legal form of one of the parties, no transformation, merger with other legal persons, association or absorption may terminate this contract, which will continue, for the remainder period, with the legal person which may be substituted for the rights of either party.
The Parties expressly agree that their collaboration is in no way constitutive of a company between them, and this, of any form whatsoever, the liability of each of them being strictly limited to the commitments made in this contract and the subject of said contract. Their common intention excludes any affectio societatis, each of the Parties intending to act in its own interest.
The contract is governed by French law. Consequently, any question relating to the validity, interpretation and execution of the present will be decided in accordance with French law, and will be submitted to the competent courts of the jurisdiction of the Commercial Court of Saint-Brieuc, in all cases where the law allows it.
The parties will endeavor to resolve amicably any dispute arose from the validity, execution or interpretation hereof, by submitting it to mediation prior to any legal action. The mediator will be seized, on simple request, by the most diligent party and the related costs borne in equal parts between the parties.