General conditions

Purpose and scope of the service

The purpose of these General Terms and Conditions of Sale (GTC) is to define the conditions under which Datakeen, SAS with a capital of 2,000€, registered with the Nanterre Trade and Companies Register under the number 825303910 00012, whose head office is located 176 Avenue Charles de Gaulle located 176 Avenue Charles de Gaulle 92200 Neuilly sur Seine, (hereinafter “the Publisher”), provides the customer (hereinafter “the Customer”) with access to the Datakeen software, in Software as a Service (SaaS) mode.

1. Acceptance and contractual hierarchy

Any order placed with the Publisher implies the unreserved acceptance of these Terms and Conditions, which prevail over any other document of the Customer, in particular its general conditions of purchase.

2. Ordering and activating the service

The contract is deemed to have been concluded on the date of signature of the commercial proposal, the quotation, or the validation of the online order. Access to the service is activated after receipt of the initial payment or according to the agreed conditions. In case of absence of receipt of payment, the publisher reserves the right to close the customer's access. Billing starts on the date the user account is activated.

3. Intellectual property

The Publisher remains the exclusive owner of its solution, its documentation, its developments and its evolutions.

4. License of use

The Customer benefits from a personal, non-exclusive, non-transferable and non-transferable right of use, limited to the duration of the contract. In particular, the Customer is prohibited from: Copying, reproducing or decompiling the software/Attempt to extract the source code/Sublicense or resell all or part of the service. Any violation of this clause constitutes an infringement likely to result in the immediate termination of the contract.

5. Access and availability of the service

The service is available 24 hours a day, 7 days a week, except interruptions for maintenance or causes beyond the control of the Publisher. The Publisher is committed to a minimum availability rate of 99.5% on a monthly basis, excluding cases of force majeure. In the event of non-payment or non-compliant use, the Publisher reserves the right to temporarily suspend access to the service.

6. Financial conditions and billing

In return for the services provided, the Customer undertakes to pay the fees indicated in the applicable order form. The amounts are expressed excluding VAT, which will be added at the current rate. Payments are made in euros or in any other currency indicated in the order form. The applicable prices are those indicated in the commercial proposal accepted by the Customer. Unless otherwise stipulated, payments are due upon receipt of the invoice. Any late payment leads to: Late payment interest at the increased legal rate; A fixed compensation of €40 for recovery costs.

7. Price revision and indexation

Rates may be revised annually, with 30 days' notice. They can also be indexed to the Syntec Index published by the Syntec Federation.

8. Maintenance and updates

The Publisher ensures the corrective and evolving maintenance of the service. Updates are deployed automatically, with no obligation to maintain an earlier version. The Publisher can develop the service to improve its performance, security or functionalities, without altering the essential commitments of the contract.

9. Security and data

The Publisher implements all appropriate technical and organizational measures to guarantee the security, confidentiality and integrity of the data. The data is hosted by the following hosts (OVH, Scaleway, AWS, Outscale), located in France, in compliance with the requirements of the General Data Protection Regulation (RGPD).

The accommodation providers and their locations (in brackets) are as follows:

— AWS (Paris, France) and OVH (Gravelines, France). The datacenters are physically located in France (Gravelines and Paris) and comply with all hosting standards (security, network, client isolation): PCI-DSS (2017), ISO 27001 (2017), HDS (2017), HDS (2017), 2017), ISO 50001 (2017), ISO 50001 (2014), ISO 50001 (2014), Tiers III designed by the Uptime Institute (2014).

— 3DS Outscale, servers in Ile de France, France. The datacenters are physically located in France (Ile de France) and respect all hosting standards (security, network, customer isolation): CISPE, TISAX, HDS, SecNumCloud 3.2 (the ANSSI Security Visa), ISO/IEC 27001, ISO 27001, ISO 27001, ISO 27018, ISO 27017, ISO 27017, CSR approach: Label LUCIE 26000. All the contact details of our infrastructure providers are described in their official public documentation.

10. Ownership and processing of customer data

The Customer's data remains its exclusive property. The Publisher acts as a subcontractor within the meaning of the RGPD and only processes the data for the execution of the contract. A Data Processing Agreement (DPA) detailing the obligations of each party may be appended to these Terms and Conditions.

11. Confidentiality

Each party undertakes to keep all technical, commercial or financial information exchanged under the contract strictly confidential. This obligation lasts for five (5) years after the end of the contractual relationship.

12. Force majeure

None of the Parties may be held responsible for a breach of its obligations resulting from the occurrence of a force majeure event as defined by French case law, including in particular — without this list being exhaustive — natural disasters, acts of war, terrorist acts, acts of terrorism, acts of terrorism, pandemics, pandemics, pandemics, governmental decisions, governmental decisions, infrastructure breakdowns or major failures of access or hosting providers, cyberattacks of exceptional and unpredictable magnitude, or any massive unavailability of services. third parties essential to operation of the SaaS Solution.

The Publisher may take advantage of a case of force majeure even when the event affects its technical service providers or critical third party suppliers. The Party invoking a case of force majeure must inform the other Party as soon as possible and justify it. The affected obligations are then suspended for the duration of the event.

If the situation persists for more than 45 days, the Publisher may, at its option, adapt the provision of the Service, extend the execution times or terminate the affected part of the Contract without compensation for the Customer. Termination by the Customer may only occur in the event of total and continuous unavailability making it impossible to access the Service for the same duration.

In any event, the Customer's payment obligations are not suspended when they relate to periods prior to the occurrence of the force majeure event.

13. Non-solicitation of staff

The Customer is prohibited from hiring or soliciting directly or indirectly the Publisher's employees or service providers who participated in the execution of the contract, during its duration and twelve (12) months after its termination.

In the event of a violation, compensation equivalent to twelve (12) months' gross salary of the employee concerned will be due.

14. Responsibility and guarantees

The Publisher is subject to an obligation of means. Its liability, all causes combined, is limited to the total amount excluding VAT paid by the Customer during the last twelve (12) months. The Publisher cannot be held responsible for indirect damages such as loss of turnover, loss of data, or damage to reputation.

The Publisher guarantees to be covered by professional liability insurance adapted to its SaaS activity.

15. Professional liability insurance

The Publisher guarantees to be covered by professional liability insurance adapted to its SaaS activity.

16. Termination and suspension

The Subscription is provided for a period of 1 year, from the date of signing the contract, as part of a 3-year subscription commitment. It is renewed tacitly for identical periods, unless terminated early by one or the other party and renewed tacitly unless terminated by either party notified at least 90 days before the date of the next renewal of a 3-year commitment.

17. Data reversibility

At the end of the contract, the Customer may request the return of his data in a standard format (CSV, JSON, etc.) within thirty (30) days.

Beyond that, the data will be permanently deleted, unless otherwise required by law. Specific reversibility fees may be subject to additional billing.

18. Technical subcontracting

The Publisher is authorized to use subcontractors (hosting, maintenance, support), while remaining responsible for the proper execution of the service towards the Customer.

19. Applicable law and competent jurisdiction

These terms and conditions are governed by French law. Any dispute relating to their interpretation or execution, not resolved amicably, will be subject to the exclusive jurisdiction of the Commercial Court of the Publisher's head office, unless otherwise provided by law.

20. Survival of clauses

Confidentiality, intellectual property, liability, and payment clauses survive the end of the contract.

21. Commercial reference

Other terms [Marketing]

The customer accepts:

The Right to be able to incorporate your logo in Datakeen publications

The possibility of producing a joint article;

Conducting a case study;

The possibility of being contacted by future customers.

Unless the Customer objects in writing, the Publisher is authorized to mention the Customer's name and logo as a commercial reference in its communication media.

22. Contractual annexes

The following documents may be appended hereto:

-Appendix 1: SLA (Service Level Agreement)

-Appendix 2: DPA (Data Processing Agreement — RGPD)

Appendix 3: Support and Maintenance Policy

Appendix 4: Security Charter and Reversibility Plan