GENERAL TERMS AND CONDITIONS
Spotifarm, is a mobile application (named the "Application") owned by ISAGRI via the Promize brand name hereinafter referred to as “the Provider”. Its purpose is the monitoring of crops and plots of land, the organization of harvests, the visualization of environmental impacts and the effectiveness of interventions carried out through the cross-checking of meteorological data. The application also allows to verify and understand the damage suffered on the plots or crops.
Using Application implies the unreserved acceptance of these General Terms and Conditions and special conditions.
A/ IT SOLUTION – SPECIAL PROVISIONS
The Service Provider provides the Customer, the End User, with a hosted solution the "Spotifarm" application.
The Customer declares that it was able to familiarize itself with the services offered by the Service Provider prior to the signing of this Agreement and that it has received all the necessary information. The Customer declares that he is aware of the characteristics of the Internet network necessary, especially in terms of: performance not guaranteed, volume and speed of data transmission; heterogeneity of performance on the Customer's sites; continuity not guaranteed in access to the services; relative security in data transmission.
The purpose is to define the technical and the les financial conditions of the Service, agreed between the Parties and which could be specified in the special conditions. The Service will be subject to a monthly subscription whose terms and conditions will be specified in the contract concluded between the Parties.
II.CONTRACT TERM - ENTRY INTO FORCE - TERMINATION
2.1 The Application is accessible on a smartphone or a tablet.
2.2. Monthly subscription: This Agreement is concluded for renewable monthly periods without any commitment. The Customer may terminate his subscription by sending an email to email@example.com; the subscription will then end on the day of renewal of his subscription.
2.3. Annual subscription – commitment : However, the Customer can be hired for a period of twelve months and pay the subscription by direct debit.
The present contract will be concluded since the date of its signature by parties to December 31 of the current year.
The contract will then be tacitly renewable for periods of 12 months (calendar year) in the absence of denunciation notified by registered letter with acknowledgement of receipt before September 30 of the current year.
The Customer also has the right to terminate the contract within a maximum period of one month following the sending of its annual subscription invoice, showing a price increase.
2.4 ISAGRI also has the ability to terminate the subscription by giving three months' notice, notified by any means.
III.DEFINITION OF CONTRACT SERVICES
By accepting this Agreement, the Service Provider undertakes to provide the Customer, who accepts it, with access to the Application.
The Service is non-exclusive, personal and non-transferable for each End User.
Access to the Application is subject to subscription to a broadband Internet service provider. The Provider's services do not in any way include the provision of Internet access.
The hosting of the Solution by the Provider includes : The management, administration and technical maintenance of the hosted solution; the installation and updates of the hosted solution; the allocation to the Customer of one or more accesses to the hosted solution whose characteristics are defined on the basis of the Customer's needs ; the supply of the computer power necessary to perform the services identified in this Agreement, it being specified that unless special conditions are negotiated with the Service Provider, the capacities implemented for the Customer must be close to the average observed for other customers with comparable needs; the monitoring by the Service Provider of the operation of the hosted solution; the management of the security, both physical and logical, of the hosting platform.
The hosting of the solution by the Service Provider does not include, among other things: the operation of the Application (installation of accesses, configuration, user creation, access rights, content, etc.); the control of results or any other action concerning the "business" nature of the Application.
IV.COMMITMENTS OF THE PROVIDER :
The Service Provider undertakes to implement all the means at its disposal to ensure access to the application under the best possible conditions in terms of permanence of the service.
V.COMMITMENTS OF THE CUSTOMER
5.1 The Customer is responsible for the compliance with the legal obligations stemming upon him and in particular declaring its processing of personal files (law of 06.01.1978) and amendments.
5.2 Identifiers and password: it is advisable to choose a password containing at least 8 characters and mixing letters and numbers.
The Customer recognizes that he’s solely responsible for his personal and confidential identifiers and passwords. The use and preservation of these codes are under his responsibility. In the event of disclosure, loss or theft of the identifiers, the customer must notify the Service Provider as soon as possible so that they can be cancelled.
5.3 The Customer undertakes not to reproduce, copy, sell, resell or exploit for any commercial purpose whatsoever, any part of the service or any right of access to the service, other than as agreed with the Service Provider.
5.4 The Customer agrees that updates will be installed as soon as they become available.
VI.INTELLECTUAL PROPERTY - PROTECTION
6.1. The Service Provider remains the sole owner and holder of the intellectual property rights to the application.
The Customer undertakes not to transfer or distribute all or part of the application to non authorised persons. The Customer may not modify the programs made available to it.
6.2 In the event that the Customer, whether voluntarily or involuntarily, has allowed or made possible the distribution/use of the application or its protection, without prior authorization from the service provider, it shall be required to pay, as damages and interest, a sum equivalent to 5 times the updated price of the service for each copy distributed, directly or indirectly.
6.3 the service provider undertakes to keep the customer's data confidential.
7.1 The Customer assumes responsibility for the content of its files and data and is solely responsible for the information, comments and publications posted on the Internet or on a private network/space, whatever its nature (VPN, extranet, intranet...), by this means. Consequently, the Customer indemnifies the Service Provider against all actions and/or claims by a third party claiming rights of any nature whatsoever on the applications, programs, data and information hosted by the Service Provider, which are and remain the property of the Customer, and shall indemnify the Service Provider against any condemnation in this respect, in addition to compensation for damages suffered by the Service Provider. It is expressly accepted by the Customer that the hosting services will be suspended for the duration of the third party's action and/or claim if the Customer fails to replace the item on which a right is claimed by the third party. During the period of suspension the services remain due by the Customer.
7.2 The Application is used under the sole responsibility of the Customer, who is solely responsible for the interpretation of the information disseminated.
7.3 The Service Provider is responsible for the proper functioning of the Application.
If an error should occur during the lifetime of the contract, possibly leading to an interruption of the Application, the Service Provider undertakes to correct the program(s) as soon as possible. No compensation or business interruption damages may be claimed from the Service Provider in the event of interruption of service.
7.4 It's expressly agreed between the parties that the Service Provider is subject to an obligation of means under this Agreement. By mutual agreement, the parties agree that the Service Provider shall only be liable for the consequences of direct damage and that compensation for indirect damage, such as commercial loss, loss of customers, loss of orders, any commercial disruption, loss of profits, loss of brand image, is excluded. Any action directed against the Customer by a third party constitutes indirect damage and, consequently, does not give rise to a right to compensation. It is up to the Customer to prove the failure of the Service Provider in the performance of its obligations. Nevertheless, if the Service Provider's liability were to be held liable due to a breach, its obligation to pay compensation shall be capped annually, by mutual agreement between the parties, at the annual cost of access to the Application paid by the Customer. It is specified that the Service Provider has no control over the content disseminated on the Application.
The Service Provider shall use all reasonable technical means, in accordance with the state of the art at the time of provision of the services, and necessary to ensure the security of access by the customer and to prevent any intrusion by unauthorized persons.
IX. ACCESSIBILITY OF THE HOSTING SERVICES:
except in cases of force majeure, maintenance and cases for which the causes aren’t exclusively attributable to it, the Service Provider will make the application accessible 7 days a week. It reserves the right to close access to the service in order to ensure the essential maintenance of its computer configuration and the infrastructures implemented or in case of absolute necessity (virus alert, etc.). The Service Provider shall, as far as possible, try not to make the service unavailable for an excessive amount of time and to carry out its maintenance outside normal business hours. By accessing the service via a telecommunications network, the Customer agrees to accept the characteristics and limitations related to the operation of this network (availability, latency, etc.).
Subscription to the Service is invoiced monthly, on the anniversary date, by the Service Provider and payable in advance by credit card.
The annual subscription can be paid by automatic debiting in this case.
The subscription to the Service will be invoiced annually on the anniversary date by the Service Provider and the payment will be debited directly from the Customer's bank account.
The price of the subscription, whether monthly or annual, may be revised according to the general pricing policy in force in the company; in the event of disagreement with the new invoice showing the price increase, the customer has the option of cancelling the contract under the conditions defined in 2.2.
Non-payment of the subscription is considered as an immediate cessation of the benefit of the Service. The absence of complete or partial use of the rights to use the Service may not reduce the total amount of the agreed order. Invoicing is triggered by delivery of the confidential connection codes to the Customer. The price of the subscription does not include the cost of telecommunications and Internet access allowing the use of the Service, which remain the responsibility of the Customer.
I. CONTRACTUAL DOCUMENTS:
The contractual documents are, in descending order of priority: amendments, annexes, these general conditions. In case of contradiction, the document of higher rank will prevail for the interpretation of the obligation in question.
Any modification of any of the above-mentioned documents shall be subject to an amendment signed by both parties. The present document cancels and replaces all documents, agreements, which could have been previously exchanged between the parties on the same subject.
The parties agree to collaborate in the execution of their respective obligations and to conduct a permanent exchange of information in order to contribute to the success of the project and to avoid the generation of prejudicial difficulties.
III. ACCEPTANCE OF SERVICES:
Except in cases where it’s expressly provided between the parties to sign a contradictory report, the acceptance of services by the Customer results from the use of its applications, data, information and programs via the hosted server.
In any event, the absence of remarks from the Customer within 48 hours from the completion of the services constitute Customer’s irrevocable acceptance of the services.
IV. MEANS AND COSTS OF TELECOMMUNICATIONS:
The means and costs of telecommunications between the Customer's sites and the Service remain the sole responsibility of the Customer, who will comply with the Service Provider's technical prerequisites. The Service Provider shall not be responsible for any interruptions / suspensions of service or any other event resulting in a partial, total, temporary or permanent failure of telecommunications means and networks.
V. OVERDUE PAYEMENT-LATE PENALTY:
Since use of the application is subject to a subscription, the price could be modified by the Service Provider each time this agreement is renewed, in accordance with the Service Provider's general price changes.
The price is defined in euros excluding taxes and will be increased by the taxes, in particular vat, in force on the date of invoicing. Unless special conditions apply, invoices are payable within 30 days of their date of issue. By express agreement, and except in the event of a postponement requested in time by the Customer and granted by the Service Provider , failure to pay on the due date shall automatically and without prior formal notice result : payability of all due sums, regardless of the method of payment; the invoicing of late payment penalties calculated at 3 times the legal interest rate in force on the due date, as well as a flat-rate indemnity for collection costs of 40 euros; the possibility for the Service Provider to suspend the provision of the service without notice, without this suspension of access giving rise to any compensation to the Service Provider. The interest is due solely by the fact of the expiry of the contractual term not respected, referred to in the special terms and conditions. The rate is calculated pro rata temporis by periods of one calendar month. Each month started counts as a full month.
VI. TERMINATION DUE TO MATERIAL BREACH :
In the event of a material breach by one of the parties to the obligations of this contract, not remedied within 30 days from the sending of a registered letter with acknowledgement of receipt notifying the breach in question, the other party may automatically terminate the contract, without prejudice to any damages it may claim. This automatic termination may in particular take place at ISAGRI’s discretion in the event of non-payment by the Customer of any sum actually due, for any reason whatsoever.
VII. DATA PROCESSING (06.01.1978 AND AMENDMENTS):
Within the meaning of the General Regulations on Data Protection, ISAGRI acts as "Subcontractor" and the Customer as "Data Controller".
The Parties retain full control of their respective databases.
The Parties and their possible collaborators must present sufficient guarantees to ensure the implementation of confidentiality and security measures. They must comply with their obligations and take all necessary measures to protect the security and confidentiality of personal data, in particular in the event of the international transfer of such data.
As part of the performance of the contract, the Parties shall implement appropriate technical and organizational measures to protect the personal data entrusted to them against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular in the context of the transmission of such data over a network, as well as against any other form of unlawful processing.
With the exception of the provisions of the contract, the Parties undertake not to exploit or use, not to make copies and not to create files of personal data contained in the other Party's computer systems for their own needs or for the account of third parties. Isagri will process the Customer's data in accordance with its instructions.
At the contract's contractually fixed expiry or in the event of its termination for any reason whatsoever, the Parties undertake to destroy, at the request of the other Party, any personal data and/or files that they may have had to keep or create, in any form whatsoever, in the context of the performance of the contract.
The Customer has the right to access, modify, rectify and delete data concerning him/her. To do so, he must contact ISAGRI Sce Communication - Av des Censives-B.P 50333-Tillé 60026 BEAUVAIS or by e-mail at the following address: firstname.lastname@example.org.
VIII. JURISDICTION OF JURISDICTION-LAW:
This contract is subject to French law. IN THE ABSENCE OF AN AMICABLE SOLUTION AND IN THE EVENT OF PERSISTENT DISPUTE OVER THE INTERPRETATION OR EXECUTION OF THE CONTRACT, THE COMMERCIAL COURT OF BEAUVAIS IS THE ONLY COMPETENT COURT.