By accessing the SaaS software provided by EDTAKE, a simplified joint stock company, with a capital of 1,312.66 euros, registered in the Paris Trade and Companies Register under number B 853 962 777, having its registered office at 11 boulevard Suchet, 75016 Paris. Hereinafter referred to as "EDTAKE",
you (hereinafter referred to as "Customer") unreservedly accept these General Terms of Service (hereinafter referred to as "GTS").
In the GTS, words or expressions beginning with a capital letter have the following meaning:
(i) the provision of the Applications in Saas mode to the Customer,
(ii) hosting of the Application Software and Data,
(iii) administration and technical and functional support.
3.1 Access to the SaaS software is subject to acceptance of the GTS.
The purpose of these GTS is to define the conditions under which EDTAKE undertakes to make the Software available to the Customer and to provide the associated Services, and the conditions, including financial conditions, under which the Customer may access and benefit from them.
The Customer acknowledges having read and understood these General Terms and Conditions before subscribing to the Subscription.
3.2 Customer responsibility
The User is responsible for the confidentiality of his identification information and must immediately inform EDTAKE of any unauthorized use of his account.
4.1 Duration
The Customer agrees to a Subscription for a period of one (1) year from the effective date.
Unless expressly stated otherwise, the Subscription may be renewed by tacit agreement for successive terms of one (1) year, if neither Party notifies the other Party, in accordance with the terms of article 14 below, of its intention to terminate the Subscription, giving at least one (1) month's notice prior to the anniversary date of the Subscription.
4.2 Cancellation of Subscription
To terminate the Subscription, the Customer must notify EDTAKE in the manner set out in article 14 below at least thirty (30) days before the scheduled renewal date of the Subscription. The Subscription end date will be the last scheduled day of the Subscription in progress at the time of the termination request.
In the event that the Customer wishes to change Subscription, before its anniversary date, to subscribe to a Subscription at a higher price, EDTAKE may grant the Customer a credit note corresponding to the unused part of the Subscription. The Customer then commits to a new Subscription for a period of one (1) year from the Effective Date.
4.3 Termination for default
In the event of one of the Parties failing to meet one of its obligations under the Contract, the other Party will be entitled to :
- thirty (30) days after formal notice of the breach in question, in accordance with the terms of article 14 below, has been served on the defaulting Party and remained without effect, or
- immediately in the event of an unremedied breach ;
to terminate the Subscription after notification in accordance with the terms of article 20 below, notwithstanding the right to claim compensation for any loss suffered.
4.4 Consequences of termination of Subscription
At the end of the Subscription, for any reason whatsoever, the right to access and use the Application Software granted by EDTAKE under the Subscription will be automatically terminated and the Data will immediately cease to be accessible on EDTAKE's servers.
The Customer acknowledges and accepts that it is the Customer's responsibility to retrieve its Data via the export tools made available through the Applications before the end of the Subscription.
5.1. Subscription
To access and use the Application software, a Subscription is required.
5.2. Trial version
In order to validate that the Application Software meets its requirements, a prospective Customer may test it free of charge. The possibility of testing the Application Software is available on the EDTAKE Site.
To this end, the prospective Customer receives a login and password by e-mail, at his request, or via the website accessible at http://www.edtake.com, enabling him to use the Applications on a trial basis until :
- The end of a period of one (1) month from the date of the test request; or
- The date on which EDTAKE decides to unilaterally terminate the trial in the event of use of the Application contrary to the general terms of service accepted by the User upon registration.
At the end of the trial period, for whatever reason, the Applications, the Data and any Module created via the Applications during the trial period will no longer be usable or accessible to the Customer or to End Users until the Customer has subscribed to and paid the price of a Subscription.
6.1 Rights of use of the Application Software
EDTAKE grants the Customer, on a non-exclusive, non-transferable and non-transferable basis, the right to use the Application Software by End Users for the duration of the Subscription and for the entire world.
This right is granted for the sole and exclusive purpose of enabling End-Users to use the Application Software in accordance with the Customer's requirements, to the exclusion of any other purpose. This right of use is understood to mean the right to represent and implement the Applications in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Customer is strictly prohibited from any other use, in particular but not limited to any adaptation, modification, transformation, translation, arrangement, distribution, decompilation, disassembly or creation of derivative works, of all or part of the Application Software.
The Customer is responsible for the proper use of the Application Software by End Users.
6.2. Provision of Services
The Services are provided as part of a shared infrastructure using EDTAKE resources, subject to the Customer's compliance with its obligations.
The Service Provider may, at any time, modify the Applications and/or the Services, or change the manner in which the Services are provided, if it can reasonably be assumed that this will not cause inconvenience to the Customer, or if such modification improves the Services.
The Customer acknowledges having been informed by EDTAKE of all the technical prerequisites necessary for the optimal operation of the Services. The Customer is also informed that these requirements may change, in particular for technical reasons. If a change occurs during the Subscription period, the Customer will be informed in advance. All prerequisites and any modifications thereto are available in the appendices to these General Terms and Conditions of Sale.
The Customer undertakes not to allow unauthorized persons to access the Applications, and must ensure that each authorized person strictly respects the rules of confidentiality relating to his/her Identifiers.
6.3. Access to the Application Software
End-Users may access the Application Software using their own Identifiers from any fixed or portable computer, even if not located on the Customer's premises.
The Customer shall ensure that End Users respect the confidentiality of their User IDs and passwords. Identifiers and passwords may only be used to enable access to the Applications by End Users authorized by the Customer, in order to guarantee the security of Customer Data. Identifiers and passwords may not be communicated to third parties, including other End-Users.
The Customer is solely and wholly responsible for the use and confidentiality of Identifiers and passwords, and shall ensure that only authorized persons have access to the Application. The Customer shall immediately inform the Service Provider if it becomes aware of any security breach, in particular in relation to the deliberate disclosure or misappropriation of Identifiers and passwords, so that the Service Provider can immediately take all appropriate measures to remedy the security breach.
In the event of loss or misappropriation of Identifiers, a procedure for allocating new Identifiers will be implemented.
7.1. Service prices
Subscription prices are defined on the edtake.com website. The prices mentioned may be revised each year, on the anniversary date of the Contract, at the initiative of EDTAKE, which must inform the Customer at least three months before each price revision.
The Customer accepts that the price of certain Services mentioned may vary according to the actual use of said Services or the volume used.
7.2. IA Credits
The Customer shall comply with the terms and conditions for the use of IA credits as set out on the edtake.com website and reiterated below.
Each subscription includes 400 monthly credits. The validity of these automatically acquired monthly credits expires at the end of each month.
Additional credits acquired by the Customer in addition to his Subscription and attached to his Space are valid for one year from the date of acquisition.
7.3. Payment of invoices
The Customer shall pay the total amount of each invoice, including all taxes mentioned thereon, without being able to set off any amounts due or claimed to be due from EDTAKE. The amount of the Services does not include taxes (including VAT where due) and duties of any kind to enable the Customer to deliver and use the Services, all such costs, duties and taxes being the sole responsibility of the Customer. EDTAKE is not obliged to inform the Customer of any taxes, duties or other services in force in the country to which the Services are routed or in which they will be used by the Customer. It is the Customer's responsibility to contact the relevant authorities.
Prices shall be expressed in euros and payments, unless otherwise agreed between the Parties, shall be made in this currency by transfer, free of charge for EDTAKE, to the latter's bank account.
7.4. Late payment
Payments must be received by the Service Provider within the agreed payment period. Unless otherwise specified, all invoices are due for payment on the invoice date.
In the event of failure to pay all sums due to EDTAKE within the contractual deadline, EDTAKE will send a letter to the Customer, in accordance with the terms of Article 14 below, requesting payment within fifteen (15) days of receipt of said letter.
Should the Customer fail to pay all sums due in principal, interest and costs within this period, EDTAKE may interrupt access to the Application and may also terminate the Subscription, ipso jure, without notice or legal formalities, without prejudice to the right to recover the sums due and any damages.
Any delay in payment will give rise to the payment by the Customer of late payment penalties set at three (3) times the legal interest rate and will be automatically debited from the Customer's account without the need for a reminder or prior formal notice. In accordance with article D. 441-5 of the French Commercial Code, EDTAKE may require the Customer to pay a flat-rate indemnity of forty (40) euros for collection costs in addition to the aforementioned late payment penalties.
8.1. Proprietary rights to Application software and Documentation
The Applications and their components such as source or object code, software, databases, user manuals, user interface, texts, images, animated or not, photographs, sounds and any other component, and the Documentation associated therewith, are and remain the full and exclusive property of EDTKE.
The Customer may not reproduce the Application and all its component parts by any means whatsoever, in any form whatsoever and on any medium whatsoever.
8.2. Warranty of eviction
EDTAKE guarantees that it holds all intellectual property rights enabling it to offer the Services and that, in this respect, the Services do not infringe the rights of third parties or constitute an infringement of a pre-existing work.
EDTAKE indemnifies the Customer against any claims by third parties on the grounds of infringement, unfair competition and/or parasitic acts arising from or in connection with the Customer's use of the Services.
8.3. Use of names, trademarks etc.
8.3.1 Neither Party may mention or use the name, denomination, trademarks and logos or other designations, commercial or otherwise, of the other Party without the latter's prior written consent.
8.3.2 Notwithstanding the foregoing, EDTAKE may use the Customer's name, trade name, trademarks and logos insofar as is necessary for the performance of the Services, including in subsequent service proposals and in reference to any company communication operation.
8.3.3 In addition, the Customer authorizes EDTAKE, unless otherwise authorized in writing by the Customer, during and after the performance of the Services, to quote the Customer's name for reference purposes and to accompany such quotation, where applicable, with a generic description of the Services performed.
9.1. Ownership of Data
The Customer is the sole owner of the rights to the Data processed as part of the Services.
The Customer grants EDTAKE, as necessary, a non-exclusive, worldwide, free and non-transferable license to host, cache, copy and display said Data for the sole purpose of performing the Services and exclusively in association with or in connection with the same.
This license shall terminate automatically upon termination of the Subscription, unless it is necessary to continue hosting and processing the Data, in particular in connection with the implementation of Reversibility operations.
The Customer declares and warrants that it has all the necessary authorizations to use the Data within the scope of the Services, and that it may freely license the same to EDTAKE. The Customer further declares and warrants that by creating, installing or downloading the Data within the scope of the Services, it does not exceed any rights that may have been granted to it in respect of all or part of the Data, and that it does not infringe any third-party rights.
The Customer undertakes to indemnify EDTAKE against all pecuniary consequences that EDTAKE may have to bear as a result of a breach by the Customer of the aforementioned guarantees concerning the Data.
The Customer shall ensure that, when using the Services, it does not place any Data that would require the Service Provider to comply with specific laws or regulations other than those expressly provided for in the Agreement.
9.2. Access to Data
Access to the Data is reserved solely for the Customer.
However, EDTAKE may also have access to the Data solely for the purposes of the Services and for a limited number of persons bound by strict confidentiality agreements. Such access to Data by the Service Provider may only be temporary. The Service Provider must ensure that it does not damage the Data and that it does not allow any further access to the Data once the reasons for its intervention have ceased.
The Customer is hereby informed and accepts that EDTAKE may access its Data and transmit it if requested to do so by an administrative or judicial authority empowered to access the Data.
Unless prevented from doing so by the said requisition, EDTAKE will inform the Customer without delay of the existence of the requisition and of the Data that has been transmitted.
9.3. Accessibility and security of data, personal data and sensitive data
In the course of providing the Services, EDTAKE acknowledges that it may be required to process Personal Data on behalf and for the account of the Customer. The Service Provider, acting as a Subcontractor within the meaning of data protection legislation, undertakes to process the Personal Data thus entrusted to it in accordance with the laws in force.
With regard to Personal Data collected and processed by each of the Parties on their own behalf for the purposes of administrative management of the Contract, and concerning the other Party's personnel, each of the Parties acknowledges that it is processed as a Data Controller within the meaning of the Data Protection Legislation, and undertakes in this respect to comply with all the obligations incumbent upon them in this capacity by virtue of the said Legislation.
The Customer is solely responsible for the creation, selection, design and use of Data by End-Users in connection with the Services. It is also solely responsible for the collection and processing of Personal Data and Sensitive Data by End Users. Where the legislation to which the Customer is subject requires the prior authorization of the persons whose Personal Data is processed, or where the said legislation imposes a set of obligations on the person called upon to process the Personal Data, it is the sole responsibility of the Customer to comply with the applicable legislative provisions and to obtain any prior authorizations.
The Customer acknowledges that EDTAKE has no control over the transfer of Data via the public telecommunication networks used by the Customer to access the Services and in particular the Internet network. The Customer acknowledges and accepts that EDTAKE cannot guarantee the confidentiality of the Data during the transfer thereof on the said public networks. Consequently, EDTAKE cannot be held liable in the event of, in particular, misappropriation, capture, corruption of the Data, or any other event likely to affect them, occurring during their transfer on public telecommunication networks. For the purposes of this clause, the term Data includes Sensitive Data and Personal Data.
The Customer acknowledges that it has had the opportunity to audit, at its own expense, EDTAKE's security procedures, and in particular Data security procedures. It is the Customer's sole responsibility to determine at any time whether these procedures are adequate to meet its security requirements, particularly with regard to Sensitive Data and Personal Data. It is the Customer's sole responsibility to determine what additional precautions and security measures, if any, need to be implemented in order to meet its security requirements and obligations (Data encryption, backup, etc.).
10.1. Obligations of the Service Provider
EDTAKE undertakes to make the Applications available to the Customer, and to provide the Services to the Customer, in accordance with the state of the art, from the Effective Date.
EDTAKE undertakes in its capacity as an IT services professional:
to inform, advise and warn the Customer of any element or circumstance of which EDTAKE may be aware and which could hinder the smooth running of the Services;
to provide the Services with diligence, care and in accordance with the rules and good practices in use in the profession;
to have and maintain for the duration of the Subscription all permits, approvals, certifications and authorizations necessary to perform its obligations;
to have, and to continue to have, all rights necessary to assign or grant to the Customer all intellectual property rights;
to ensure that the Services comply with current regulations applicable to them throughout the duration of the Subscription, and to take, at its own expense and promptly, all necessary measures to bring them into compliance in the event that they cease to comply in whole or in part.
10.2 Guarantees
EDTAKE warrants the compliance of the Application Software, its proper operation, and the integrity of the Data processed and/or generated by the Application Software.
EDTAKE makes no other warranties, express or implied, with respect to the Services, the Software or the Documentation, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
EDTAKE does not guarantee the results of the Services and is bound only by an obligation of means. EDTAKE does not guarantee that the functionalities of the Application Software will meet the Customer's requirements. The Parties acknowledge that software may contain errors, and that not all errors are economically rectifiable, or that it is not always necessary to correct them. Consequently, the Service Provider does not guarantee that all Application failures or errors will be corrected.
10.3 Liability
EDTAKE shall under no circumstances be held liable for any indirect damage suffered by the Customer which may arise from or in connection with the provision of the Application Software and associated Services. Indirect damage includes, but is not limited to, loss of earnings or profits, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Customer, notwithstanding the fact that EDTAKE may have been warned of the possibility of their occurrence.
In any event, EDTAKE's liability in the event of damage to the Customer, for whatever reason and on whatever legal basis invoked or retained, all damages combined and cumulated, will be expressly limited and may in no case exceed the amount of the price paid by the Customer over the last six (6) months for the Subscription.
EDTAKE shall under no circumstances be held liable in the event of :
use of the Services in a manner not expressly authorized by the Contract ;
modification of all or part of the Applications or of the information accessible via the Services not carried out by the Service Provider or by one of the approved service providers designated by the latter;
use of all or part of the Services when EDTAKE, following a difficulty or for any other reason whatsoever, had recommended suspending use; .
use of the Services in an environment or configuration that does not comply with EDTAKE's technical requirements, or in conjunction with third-party programs or data not expressly endorsed by EDTAKE;
the occurrence of any damage resulting from the Customer's fault or negligence, or which the Customer could have avoided by seeking EDTAKE's advice; .
use in connection with the Services of programs not supplied or endorsed by EDTAKE and likely to affect the Services or the Customer's Data.
These stipulations, which allocate risk between the Parties, are essential for EDTAKE, and the price proposed and agreed reflects this allocation of risk and the resulting limitation of liability.
11.1. Definition of Confidential Information
For the purposes of these GTS, "Confidential Information" means :
the Applications and all their components such as software, databases, user manuals, user interface, texts, images, animated or not, photographs, sounds and any other element composing ;
the associated Documentation;
Data.
Confidential Information includes written and other tangible information, as well as information transmitted orally, visually, electronically or by any other means.
The term "Confidential Information" does not include information which :
is or becomes generally available to the public other than as a result of disclosure by a Party or by any person to whom that Party transmits any Confidential Information;
is developed independently by a Party without using or exploiting, in any way whatsoever, the Confidential Information of the other Party.
11.2 Confidentiality obligations
Each Party undertakes :
not to disclose to any third party the Confidential Information of the other Party, except in cases where such disclosure is expressly authorized by the other Party in advance and in writing, and on condition that the third party undertakes in advance to submit to the same confidentiality obligations as those contained in this article ;
use the other Party's Confidential Information only in accordance with the conditions set out in these GTS;
disclose the other Party's Confidential Information internally only to those members of its staff who have a need to know;
to ensure that the Confidential Information of the other Party is used by its personnel only in accordance with the conditions set out in these GTS, and in any event to ensure that its personnel complies with the confidentiality obligations set out in this article;
ensure the confidentiality of all Confidential Information of the other Party in its possession or under its control, and that these measures will in no case be inferior to the measures it takes to preserve the confidentiality of its own information of similar type and importance.
Each Party is only authorized to reveal or disclose part of the other Party's Confidential Information in the following cases:
Exercise of its rights in judicial, administrative or arbitration proceedings, or in out-of-court settlements, to the extent of the information necessary for the exercise of such rights;
At the request of duly empowered administrative or judicial authorities as part of an administrative or judicial investigation, within the limits of the information requested;
Neither Party may be held liable if performance of the Services is delayed or prevented due to force majeure, the fault of the other Party or a third party, or external causes such as industrial disputes, intervention by civil or military authorities, natural disasters, fire, water damage, or interruption of the telecommunications or electricity networks.
In the event of force majeure, the Party concerned must notify the other Party in accordance with the terms of article 14 below, and do its utmost to find a solution or attempt to limit its consequences, with a view to resuming its contractual obligations as soon as possible.
13.1. Compliance with laws
EDTAKE shall comply with the legal and regulatory obligations applicable to it as a service provider under the law applicable to the Agreement. EDTAKE is not obliged to assume the Customer's legal and administrative obligations, including those relating to the Services. It is therefore the Customer's responsibility to ensure compliance with the laws and regulations applicable to him/her, without being able to hold EDTAKE liable.
The Customer, for his part, also undertakes to comply with the laws in force to which he is subject, either by virtue of his nationality, or by virtue of his geographical location. In particular, the Customer shall comply with the applicable provisions relating to the content of the Data, so that no Data contrary to the law may be processed by the Services, such as Data likely, in particular, to glorify crime or terrorism, Data relating to paedophilia or any other prohibited Data.
Unless otherwise expressly stipulated in the Contract, the Services are intended for the country in which the Customer has declared his address. The use of said Services by End Users who are not located in the country where the Customer has declared his address, although not expressly prohibited, shall under no circumstances allow the Customer to assert his rights in a country other than that to which the Services are supplied.
13.2. Applicable law - Jurisdiction
The law applicable to the Contract in all its provisions and consequences is French law.
Any dispute which may arise in connection with its performance and which cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal, notwithstanding plurality of defendants or the introduction of third parties.
The Parties elect domicile at the addresses in force at the time of subscription. Any change of address must be notified to the other Party as soon as possible. In the event of a change of address, any notification made to the addresses mentioned in the document or to the last address to which notification has been made will be deemed valid, unless it can be proved that the Party making the notification was aware of the actual address of the Party to which it is sending its notification.
All correspondence and notifications under the terms of the Contract shall be made either by registered letter with acknowledgement of receipt, or by electronic mail.
The Parties declare that the information delivered by electronic mail shall be deemed authentic between the Parties as long as no contradictorily authenticated and signed writing is produced which calls into question this computerized information.
For the calculation of any time limit referred to in the Contract, the date of first presentation to the addressee shall be taken into account.
The GTS constitute the entire agreement between the parties.
The Parties acknowledge that they are acting as independent co-contractors. The Contract may not have the effect of creating between them a company or association of any form whatsoever.
In the event of one or more of the clauses being declared null and void by a court decision or proving impossible to implement, the validity of the other provisions shall not be affected and the Parties undertake to negotiate a replacement provision in good faith.
For any information, complaint, question or advice, the edtaker may contact EDTAKE's "Supplier Relations" department at the following address:
Mail: EDTAKE - 29, avenue de la Grande Armée 75116 Paris.
Email: contact@edtake.com.