TERMS & CONDITIONS
ARTICLE 1 – ENFORCEABILITY
1.1. These general terms and conditions define conditions under which the company GONEXA (hereinafter “GONEXA”) undertakes, towards any professional purchaser (hereinafter “Client”) to grant licenses to use solutions it edits and/or consulting and support services for Client IT projects relating to the management of the life cycle of its documents (hereinafter “Services”). Unless otherwise agreed in writing, these general conditions apply automatically to all the business relationships between GONEXA and the Client, which approves and acknowledges being fully aware of them and thereby forfeits the right to cite any contrary document including its own conditions of purchase. Consequently, the placing of an order implies the acceptance and full compliance without reservation of the Client with these general terms and conditions, to the exclusion of all other documents of the Client or GONEXA such as brochures, websites, catalogues, etc., which are only indicative.
1.2. No document other than these conditions can create obligations for the parties or derogate from these conditions unless they are signed in writing by the parties or are mentioned in the contract concluded in accordance with article 2.
1.3. The Client agrees that GONEXA may subsequently and reasonably change the present general conditions and that their relationship will at all times be governed by the conditions in force at the day of the order.
1.4. The French version of these general conditions shall prevail over any other version.
ARTICLE 2 – CONCLUSION OF CONTRACTS
2.1. Any Client's order must be placed in writing. An order containing incomplete or incorrect information could result in errors or delays that could not be attributed to GONEXA.
2.2. Whatsoever the nature of the Services ordered, the Client is invited to contact GONEXA and request a technical and commercial offer, which is an offer to contract (hereinafter "Estimate"). The Estimate is valid for thirty (30) days from the date of issue unless otherwise stated. The contract is only concluded through the acceptance by the Client of the terms set out in the Estimate. In practice, the Client expresses its consent by sending the signed Estimate or by placing an order with specific reference to the Estimate.
2.3. The Client may not in any event by its own action cancel or modify the contract concluded under conditions set above (hereinafter the "Contract"). In any event, any Contract duly concluded under conditions set above must be paid for on the agreed date.
2.4. The profit of the Contract is personal to the Client and cannot be transferred in any manner whatsoever without the prior written consent of GONEXA.
ARTICLE 3 – PROVISION OF THE GONEXA DOC SOLUTION
3.1. GONEXA can provide the Clients with the software solution GONEXA DOC which it publishes, namely a tool making it possible to generate documents starting from information integrated in a business tool of the Client (hereinafter "Gonexa Doc Solution") accessible via a connector (hereinafter the "Connector"). The documents generated by the Gonexa Doc Solution are issued on the basis of one or several templates (hereinafter the "Templates"). The creation of a document on the basis of a Template corresponds to one (1) generation (hereafter "Generation").
3.2. License to use the Gonexa Doc Solution
When providing the Gonexa Doc Solution, GONEXA grants to the Client the right to use the aforementioned Solution, according to a duration of at least twelve (12) months which is renewable, for a number of Templates or Generations defined in the Contract. The Gonexa Doc Solution can be used without limit of users. By "user" is meant any physical person considered by the Client as being able to generate documents from the Gonexa Doc Solution (employee, temporary worker, trainee, etc.) - (hereinafter "User"). Any person not having the quality of User will not be able to use the Gonexa Doc Solution. In return for the payment of the price, GONEXA grants the Client a right to use the Gonexa Doc Solution as defined in the article "INTELLECTUAL PROPERTY" herein.
The Client is informed that it may not reduce the number of Template or Generations during the execution of the Contract. Any reduction in the number of Templates and Generations may only take place at the end of the contractual term in accordance with the provisions of the "DURATION" article herein. However, the Client may increase the number of Templates or Generations during the performance of the Contract. In the event that the Client wishes to increase the maximum number of Templates and/or Generations from which it benefits, it will notify GONEXA in writing and GONEXA will send it an additional Offer.
3.3. Provision of a Connector
The conditions of provision of the Connector are governed by the conditions of provision of the Gonexa Doc Solution as defined in these general conditions of sale, particularly concerning intellectual property rights.
3.4. Building of Templates
Unless otherwise agreed, the Client shall be responsible for building the Template.
3.5. Hosting of the Gonexa Doc Solution
Unless otherwise stated, the Gonexa Doc Solution is, in principle, hosted by GONEXA. In this case, the Gonexa Doc Solution is accessible by the Client according to the conditions defined in the following link: https://azure.microsoft.com/fr-fr/support/legal. The Client is informed however that the connection to the Gonexa Doc Solution is carried out via the Internet network. It is for this reason warned of the technical hazards which can affect this network and involve slowdowns or unavailability making the connection impossible. GONEXA cannot be held responsible for the issues of access to the Gonexa Doc Solution due to disturbances of the Internet network. The access to the Gonexa Doc Solution can be also interrupted for reasons of necessity bound in particular to the maintenance of the Gonexa Doc Solution. The Client will be informed by mail at least one week in advance. https://azure.microsoft.com/fr-fr/support/legal The Client is informed however that the connection to the Gonexa Doc Solution is carried out via the Internet network. It is for this reason warned of the technical hazards which can affect this network and involve slowdowns or unavailability making the connection impossible. GONEXA cannot be held responsible for the issues of access to the Gonexa Doc Solution due to disturbances of the Internet network. The access to the Gonexa Doc Solution can be also interrupted for reasons of necessity bound in particular to the maintenance of the Gonexa Doc Solution. The Client will be informed by mail at least one week in advance.
Where the Contract foresees a hosting of the Gonexa Doc Solution on another infrastructure than the one proposed by GONEXA and except otherwise agreed in the Contract, GONEXA will not be held by any guarantee in particular concerning the availability, the reactivity as well as the volumetry of Generations supported by the Gonexa Doc Solution.
3.6. Maintenance of the Gonexa Doc Solution
GONEXA ensures the maintenance of the Gonexa Doc Solution. The services of maintenance include the correction by GONEXA and this, in accordance with the commitment of level of service annexed to the Contract (hereafter "SLA"), of any malfunction so that the Gonexa Doc Solution is in conformity with the functionalities described in the Contract.
If GONEXA is unable, through its reasonable efforts, to correct the malfunction encountered, it will provide either a workaround or an explanation of why neither a correction nor a workaround can be provided, together with personalised advice to the Client on how best to remedy the defect or error.
In addition, in the event that GONEXA does not comply with the SLA, the Client is entitled to claim penalties as defined in the SLA. It is agreed between the parties that these penalties constitute liquidated damages, and exclude any other form of compensation.
The maintenance also includes the provision of new versions and bug fixes. To avoid any confusion, these new versions and these corrections of malfunctions are not versions intended to improve the functionalities or the performances of the Gonexa Doc Solution. GONEXA will be able to impose to the Client the installation of these new versions and corrections in order to guarantee the provision of the Gonexa Doc Solution. GONEXA will be entitled to terminate the Contract should the Client refuse these new versions and corrections.
Unless otherwise agreed between parties, the services of maintenance will be carried out remotely. The Client thus commits itself setting up, in cooperation with GONEXA, a remote access to the Gonexa Doc Solution. In the case where a maintenance on site is necessary, GONEXA will ask for the written agreement of the Client before intervening on the site of the Client and all the expenses relating to this maintenance on site will be invoiced to the Clients according to the fees agreed between the Parties before the intervention of GONEXA.
ARTICLE 4 – OTHER SERVICES
4.1. General terms of the Other Services
The Client may also order other Services than the provision of the Gonexa Doc Solution as provided for in article 3 herein (hereinafter « Other Services »). In the context of the performance of the Other Services, the obligations of GONEXA will derive exclusively from the Service that has been entrusted to it and defined in the Contract, which shall supplement these general conditions and depart from it as needed.
For any request of additional Service not initially defined in the Contract, GONEXA will send to the Client an additional Estimate. If the Client does not ask for an additional Estimate, Services will be performed and billed under the terms and rates of GONEXA in force when the order is placed.
The Services’ time scale is the one defined in the Contract. It is provided for information purpose only. Consequently if GONEXA does not meet the deadlines indicated on it, this cannot result in any change in the price and/or terms of payment of the Services. Moreover, and in any case, the Client can never hold GONEXA liable if late delivery is due to the Client’s negligence in providing the elements needed by GONEXA to carry out its mission.
4.1.2. Approval of documents required for performance of Services
Performance of some Other Services requires the approval by the Client of intermediate documents. If the Client does not approve the documents provided by GONEXA within five (5) days of their submission, these documents will be considered as accepted and GONEXA may continue the performance of the Services on the basis of the said documents. Any modification required by the Clients subsequent to the acceptance, express or tacit, of the said documents may give rise to additional invoicing on the part of GONEXA.
The completion of the Other Services may be evidenced by an acceptance phase aimed at validating compliance of the Other Services with the specifications described in the Contract (hereinafter the "Acceptance"). GONEXA may ask the Client to organise an Acceptance. Any reservation or refusal of acceptance by the Client must be precisely motivated and documented by reference to the contractual documents constituting the Contract. If the Client declares Acceptance with reservations, GONEXA undertakes to remove these reservations as soon as possible, depending on the seriousness of the reservations expressed. The Acceptance phase ends with the drawing up, in the presence of the Client, of an Acceptance report noting the conformity of the Other Services to the Contract. GONEXA shall organise the Acceptance phase with the Client's reference administrator and shall fix to the Client by any means, the deadline within which the Acceptance must be pronounced as well as all the deadlines for the implementation of the said Acceptance, all these deadlines being imperative. If the Client fails to comply with the Acceptance deadlines, the Acceptance shall be automatically and irrevocably presumed to have been accepted without reservations. Similarly, the use of the Other Services by the Client shall be deemed to constitute Acceptance under the same conditions. Furthermore, the Client's failure to comply with any of these deadlines shall constitute a breach of its obligation to cooperate.
4.1.4. Monitoring of the Other Services
The Other Services shall be monitored regularly in accordance with the periodicity and procedures defined in the Contract. The schedule defined in the Contract may be updated after agreement by the Parties
4.1.5. Intervention of GONEXA at the Client’s premises
The modalities of intervention by GONEXA for the Client are indicated on the Contract. In case of intervention by GONEXA at an agreed place, the dates of the intervention will be set by mutual agreement. The intervention dates shall be confirmed by the Client at least ten (10) days before the date of intervention. After that deadline, the proposed dates will no longer be guaranteed
In case of cancellation or postponement of the intervention, within five (5) days of the planned date, for a reason that is not attributable to GONEXA, a penalty will be invoiced to the Client by GONEXA based on the current rate in force.
Similarly, if GONEXA's intervention is impossible so that its staff must remain inactive, on the Client’s premises or any other location, due to a cause beyond GONEXA's control, GONEXA will invoice the downtime at 50% of the price of this proposal.
4.2. Evolutive maintenance
Within the framework of the Other Services, GONEXA will be able to propose to the Client new updates or minor and major improvements in particular of the Gonexa Doc Solution or any other IT solution proposed to the Client, intended to bring new functionalities or improved performances, which could be the subject to additional fees on fee proposal of GONEXA.
4.3. Electronic signature - Gonexa Sign
Within the framework of the Other Services, the Client may also subscribe to electronic signature services, which are provided by YouSign, of which GONEXA is an official distributor. The Client will then be subject to the term of the Yousign customer licence and GONEXA will not be liable for this part of the Services. The general conditions of use of this electronic signature solution are available on written request.
4.4. Development of applications and/or software d’applications informatiques et/ou de logiciels
GONEXA supports its Clients in the design, implementation, development of applications and/or software, under the conditions defined in the Contract.
For a period of thirty (30) days from the signature of the acceptance report or, in the absence of signature of the acceptance report, within sixty (60) days following delivery for acceptance, any IT solution developed by GONEXA benefits from a contractual guarantee, against any malfunction occurring during this period. In this context, GONEXA undertakes to correct, at its own expense, any malfunction, i.e. any discrepancy between the performance of the delivered IT solution and the specification documents validated by the Client. Thereafter, GONEXA will offer its technical support services, invoiced under the conditions defined in the Contract.
GONEXA may, upon request from the Client, perform training Services, under terms and conditions defined in the Contract.
ARTICLE 5 – OBLIGATIONS OF THE CLIENT
The Client undertakes to :
- collaborate with GONEXA and to provide or guarantee the access to any information or elements which GONEXA could need in order to fulfil its obligations under the Contract,
- inform GONEXA of any malfunction of the Gonexa Doc Solution,
- provide, with the support of a request for correction following an malfunction, any information in its possession enabling to facilitate the research of the causes of this malfunction,
- ensure the presence of one of its representatives during the interventions of GONEXA, if any,
- designate an administrator of reference, only interlocutor of GONEXA.
5.2. Moreover, the Client is solely responsible for the backup of the data used by the Gonexa Doc Solution to generate documents (hereinafter the "Data"), and he undertakes in this respect to make regular copies.
5.3. The Client is solely responsible for the security of its information system. The Client shall take all measures to prevent any damage to the Client's files, memories, documents or any other elements that the Client may have entrusted to GONEXA under the Agreement.
ARTICLE 6 – FINANCIAL TERMS
6.1. Prices do not include taxes, are in euros and are defined in the Contract.
6.2. In return for the provision of the Gonexa Doc Solution and associated services as defined in article 3 of the Contract, GONEXA will receive from the Client a global lump sum, the amount of which is fixed by GONEXA according to the tariff in force, depending on the number of Templates and/or Generations. This sum is payable in an annual instalment according to the conditions defined in the Contract but will remain due in its totality at the day of the signature of the Contract.
6.3. In return for the Other Services, the Client undertakes to pay GONEXA the sum defined in the Contract, which may be defined on the basis of the number of days effectively provided and the profile of the participants or on the basis of a firm, fixed and definitive sum. Unless otherwise indicated in the Contract, a deposit of 30% of the amount of the Contract excluding taxes, is required at the date of conclusion of the Contract. Performance of the Other Services is suspended until full payment of such deposit. The remaining balance shall be paid in accordance with the following conditions.
6.4. The costs related to the performance of the Services (travel expenses, food expenses, etc.) are not included in the sums paid for the performance of the Services and will be re-invoiced by GONEXA to the Client, on presentation of the receipts.
6.5. All invoices issued by GONEXA are payable at its headquarters, net, within thirty (30) days from the date of issue of the invoice. Unless otherwise provided in the Contract, no discount is due by GONEXA in the event of advance payment.
6.6. GONEXA reserves the right to adapt the terms of payment applicable to the Client's financial situation and/or make the performance of current orders subject to the provision of additional guarantees or advance payment of the Services.
6.7. The Client may not allege any reason whatsoever to extend or change the terms of payment or unilaterally reduce the price, including a dispute over the quality of Services or late delivery.
6.8. Any invoice that is due but not paid in its entirety by the Client will automatically impose on the latter, without any notice of default being required (i) a lateness penalty equal to three times the French interest rate, (ii) the payment of an allowance of € 40 payable in respect of recovery costs, (iii) the immediate payment of all invoices not yet due, (iv) payment before any delivery of orders accepted in accordance with provisions of article 2. GONEXA shall also be entitled to cancel orders, without prejudice to claiming damages and/or termination of the Contract.
6.9. In the event of non-payment within the stipulated time limits and forty-eight (48) hours after a formal notice remained unsuccessful, GONEXA will have the right to suspend access to the Gonexa Doc Solution and/or the performance of the Services, without prejudice to requesting damages and/or the termination or resolution of the Contract.
ARTICLE 7 – INTELLECTUAL PROPERTY
7.1. The intellectual property rights attached to the Gonexa Doc Solution and the documentation associated with it, are and remain the property of GONEXA or its licensors. It is the same for the intellectual property rights attached to the Other Services except contrary stipulations in the Contract.
7.2. The Client grants to GONEXA and its subcontractors a free, non-exclusive, worldwide license to use the Data and any other hardware and/or software that it provides or that may be provided on its behalf to GONEXA or its personnel for the performance of the Contract (hereinafter "Materials"). The Clients represents and warrants that it has all necessary permissions to use the Materials when performing the Contract and may freely license the same to GONEXA under the terms set forth above.
7.3. In return for the payment of the price, GONEXA grants the Client a non-exclusive and non-transferable right to use the Gonexa Doc Solution, for its own use during the term defined in the Contract and for France. No other right is granted to the Client. The right of use of the Gonexa Doc Solution is exclusive of the concession of any other right and does not involve in any case the right to make any act not expressly authorized and in particular the rights of copy, translation, adaptation, arrangement or any other modification of the Gonexa Doc Solution and/or its components and in particular the Connector.
The Client undertakes to use the Gonexa Doc Solution only in accordance with its contractual purpose. It is in particular forbidden to the Client to :
- make copies of the Gonexa Doc Solution or of any element of the Gonexa Doc Solution,
- distribuer à des tiers des copies de la Solution Gonexa Docou de son contenu,
- assign, rent, lend, sub-let or to transfer its login details and/or its license of use to a third party or to allow a third party to use its account;
- use the Gonexa Doc Solution for fraudulent purposes or purposes not provided for by the Contract or the general conditions of use of the Gonexa Doc Solution;
- use the specifications of the Gonexa Doc Solution to create or allow the creation of a program having the same destination;
- give up to analyses of the system comparable to the reverse engineering;
- download viruses or files potentially dangerous for the integrity of the Gonexa Doc Solution,
- modify, alter, revise or decompile the Gonexa Doc Solution for any purpose whatsoever,
- use his passwords and/or login details for purposes other than their strict authentication purpose,
- The Client is granted a licence to use the intellectual property rights attached to the Other Services under the same conditions as above, unless otherwise stipulated in the Contract. not respect the functionalities of the Gonexa Doc Solution.
The Client is granted a licence to use the intellectual property rights attached to the Other Services under the same conditions as above, unless otherwise stipulated in the Contract.
For any other use, the Client will have to approach GONEXA in order to define the terms and conditions, in particular financial ones.
ARTICLE 8 – WARRANTIES – LIABILITY
8.1. Access to the Gonexa Doc Solution will be carried out by the Client on his own equipment and under his own responsibility. The access to the Gonexa Doc Solution requires an Internet connection and a Connector. It is up to the Client to take all the necessary measures to subscribe, with an operator of telecommunication and/or Internet, a service of Internet communication. The Client is informed that GONEXA could not be held liable for any failure of the Gonexa Doc Solution finding its source in the system of telecommunication used by the Client or if the Client uses a Connector not provided by GONEXA.
8.2. It is the Client’s duty to transmit its needs to GONEXA and to make sure that the characteristics agreed comply in full to its expectations. The Client is deemed to be completely familiar with the Gonexa Doc Solution and the Other Services and the right of use it acquires. The Client acknowledges that it has been able to obtain all necessary information and that it has understood that information.
GONEXA can under no circumstances be held liable to the Client when the Gonexa Doc Solution and the Other Services delivered are consistent with those ordered. Compliance with the order is assessed by reference to the Contract.
8.3. GONEXA will not be responsible for any interruption of the Gonexa Doc Solution due to maintenance, updates, congestion of the Internet network or the failure of any other teletransmission system, which could prevent the functioning of the Gonexa Doc Solution. In the same way, GONEXA could not be held liable for any interruption of the Gonexa Doc Solution resulting from compliance with a legal obligation incumbent on GONEXA.
8.4. The Client is solely responsible for the documents generated from the Gonexa Doc Solution. Consequently, the Client guarantees that their content respects public order and good morals, does not infringe on the rights of third parties, particularly with regard to intellectual property, privacy, reputation and image of third parties, does not contain any denigrating, defamatory or discriminatory comments and that it is in accordance with the applicable legislation.
8.5. GONEXA guarantees to the Client a quiet possession (“jouissance paisible”) of the Gonexa Doc Solution and the Other Services, of its personal fact.
In this respect, GONEXA undertakes to defend the Client at its own expense against any action for infringement of copyright or other intellectual property rights brought by a third party, and relating to the Gonexa Doc Solution and/or the Other Services, provided that it has been notified immediately in writing by the Client and that the alleged infringement is not due to the Client.
GONEXA will have sole control over the manner in which the action is conducted and will be free to settle or pursue any procedure of its choice. The Client shall provide all necessary information, elements and assistance to GONEXA to enable it to carry out its defence or to reach a settlement.
If all or part of the Gonexa Doc Solution and/or the Other Services is considered by a final court decision as being an infringement or if GONEXA considers that it is likely that the Gonexa Doc Solution or the Other Services, in whole or in part, will be considered as being an infringement, GONEXA may, at its choice, either provide to the Client a software and/or Other Services not infringing having the same functionalities, or obtain the right for the Client to continue to use and exploit the aforementioned Gonexa Doc Solution and/or the Other Services, or to refund with the Client the price collected under the Contract.
8.6. In the event of doubt about the interpretation of a clause or in the absence of a reference to determine the precise extent of the obligations of GONEXA, the Client acknowledges that the obligations of GONEXA will be understood as obligations of means. GONEXA may at any time block an action for damages by the achievement of compliance or replacement of a defective or non-conforming services.
IN ANY CASE, SUBJECT TO THE CASE OF GROSS FAULT OR WILFUL MISCONDUCT, IN NO EVENT WILL THE LIABILITY OF GONEXA EXCEED THE AMOUNT TAXES EXCLUDED PAID BY THE CLIENT IN CONSIDERATION OF THE LITIGIOUS OBLIGATIONS DURING THE TWELVE MONTHS PRECEDING THE ALLEGED NON-PERFORMANCE, INCLUDING ANY EXPERT OR CONSULTANCY FEES.
GONEXA will in no event be liable for any consequential and/or indirect damages, including but not limited to loss of business, loss of customers, business loss, data loss, non-pecuniary or commercial damage or damage to brand image that the Client may suffer.
Any dispute by the Client in respect of the proper execution by GONEXA of its contractual obligations must be substantiated and be the subject of a registered letter with acknowledgment of receipt addressed at the latest within a year of the alleged breach. Failure to do so constitutes a waiver by the Client of the right to complain about the proper performance by GONEXA of its contractual obligations.
ARTICLE 9 – QUIET POSSESSION WARRANTY (GARANTIE D’EVICTION)
9.1. All the intellectual property rights relating to the Gonexa Doc Solution as well as all the elements attached to the Other Services are the full and whole property of GONEXA. The Client thus undertakes not to infringe, directly or indirectly or via third parties to which it is associated, the intellectual property rights of this one.
9.2. Unless otherwise expressly agreed in the Contract, the Contract does not involve any transfer whatsoever of the intellectual property rights attached to the Gonexa Doc Solution and/or the Other Services to the Client. GONEXA remains owner of the intellectual property rights relating to the Gonexa Doc Solution and/or the Other Services performed within the framework of the Contract. In the same way, all the plans, documents and technical data, notices, samples, or any other document given to the Client within the framework of the performance of the Contract by GONEXA as well as, if necessary, the intellectual property rights relating to it, remain the exclusive property of GONEXA. Consequently, the Client acquires, by the payment of the price such as it resulted from the Contract, only a right to use the Gonexa Doc Solution and the results of the Other Services protectable under the intellectual property rights of GONEXA. For any other use, the Customer will have to approach GONEXA in order to define the terms and conditions, in particular financial ones.
9.3. The Client warrants that all the Materials given, if any, to GONEXA within the framework of the provision of the Gonexa Doc Solution and/or the performance of the Other Services do not infringe on the intellectual property rights of the third parties. It guarantees GONEXA against any consequence of any nature (including expenses of procedure, lawyer's fees, damages and indemnities...) should the responsibility of GONEXA would be sought by a third party.
9.4. The Client authorises GONEXA to use its name and logo as a commercial reference.
ARTICLE 10 – CONFIDENTIALITY
The parties undertake not to disclose information of any kind whatsoever (and in particular research work, studies, plans, commercial documents, business plans, data of a scientific, technical, commercial or financial nature, concerning in particular the clients, suppliers, partners and projects of the other party), brought to their knowledge by the other party in any way whatsoever and to use it only to carry out the obligations arising from the present conditions. This confidentiality obligation shall survive termination of this relationship for any reason whatsoever for a period of five (5) years. The parties shall take all necessary measures with regard to their staff and partners to ensure the effectiveness of the above-mentioned obligation and shall ensure that the latter respect this confidentiality undertaking.
ARTICLE 11 – PERSONAL DATA
11.2. Within the framework of the use of the Gonexa Doc Solution, GONEXA will process personal data on behalf of the Client, so that GONEXA acts as a processor of personal data processing and that the Client is controller for the processing of personal data implemented. It is the responsibility of the parties to comply with the applicable regulation. Insofar as GONEXA acts as a personal data processor within the meaning of the applicable regulation on personal data, GONEXA undertakes to comply with the obligations incumbent on it and in particular those defined in Appendix 1.
11.3. In their relationship, each Party is solely responsible for the damage caused by any breach of its obligations under the regulation on the protection of personal data.
ARTICLE 12 – SUBCONTRACTING
GONEXA remains free to subcontract all or part of its service. In the event of subcontracting, GONEXA remains fully responsible for the execution of the entire Contract.
ARTICLE 13 – NON-SOLLICITATION OF PERSONNEL
The Parties mutually undertake not to recruit their respective staff, except by prior express and written agreement.
ARTICLE 14 – FORCE MAJEURE
In the first instance, any case of force majeure, as defined in article 1218 of the French Civil Code, will suspend the obligations of the parties. On the occurrence of such an event, the parties will endeavour in good faith to take all reasonable steps to continue performance of the Contract. Any force majeure event and, in general, all circumstances likely to prevent, reduce or delay access to the Gonexa Doc Solution and/or the Other Services shall authorise GONEXA, where appropriate, to reduce or suspend the performance of its obligations and the Client shall not be entitled to claim damages for the duration of the event justifying such a measure by GONEXA. The terms "force majeure" and "circumstances" shall be understood to refer to any cause, event or circumstance beyond the reasonable control of GONEXA, including but not limited to: cyber-attack, war, mobilisation, strike or lock-out, riot, industrial dispute, explosion, fire, natural disaster, flood, restriction or blockage of means of transport, difficulties in the supply of energy, epidemic, pandemic, confinement or administrative closure, and any form of intervention by public authorities If the force majeure persists for more than thirty (30) days, the Contract may be terminated on the initiative of either of the parties, without any right to compensation on either side.
ARTICLE 15 – TERM
Except in the case of early termination, access to the Gonexa Doc Solution is granted to the Client for the duration defined in the Contract, which may not be less than twelve (12) months. At the end of the term initially agreed, the licence of use of the Gonexa Doc Solution will be tacitly renewed for successive periods of twelve (12) months, except if one or the other of the parties notifies the other party in writing, with a one (1) month notice before the anniversary date.
The duration of the Other Services is defined in the Contract.
ARTICLE 16 – EARLY TERMINATION – CONSEQENCES OF TERMINATION
16.1. GONEXA is entitled to terminate the Contract by rights, by registered letter with acknowledgement of receipt :
- in case of non-performance by the Client of all or part of its obligations, thirty (30) days after issuing formal notice by registered letter with acknowledgement of receipt, to no avail and stating expressly its will to invoke such provisions, without prejudice to any direct or indirect damages it may claim due to early termination of the Contract.
Une telle possibilité est notamment ouverte en cas de manquement du Client aux obligations suivantes : son obligation de paiement, son obligation de confidentialité, le respect des droits de propriété intellectuelle de GONEXA et plus généralement, l’exécution loyale du Contrat,
- in case of a deterioration in the Client's financial or commercial situation, that may result in non-payment.
If the breach is not capable of remedy (termination is due to the breach of a “not to do” commitment), no prior written notice is needed, and the Contract is terminated at the date of receipt of the letter notifying the termination.
In the event of termination of the Contract, GONEXA shall be released from its obligation to perform. When the termination is due to a fault of the Client, the lump sum due by the Client as a counterpart to the provision of the Gonexa Doc Solution and any sum due as a counterpart to the provision of the Other Services will remain due to GONEXA for the term of the Contract remaining to run at the day of the termination. GONEXA shall not be required to pay any compensation to the Client.
16.2. The day of the termination or the term of the Contract whatever the reason, the access of the Client to the Gonexa Doc Solution will be immediately cut. GONEXA commits itself to return to the Client at the latest within thirty (30) business days from termination of the Contract, whatever the reason, all the documents or information given by the Client.
ARTICLE 17 – APPLICABLE LAW – SETTLEMENT OF DISPUTES
17.1. All provisions contained in these general conditions and all contractual transactions contemplated in them are subject to French law, to the exclusion of any international convention.
17.2. ANY DISPUTE ARISING FROM THE OPERATIONS REFERRED TO IN THESE GENERAL CONDITIONS, RELATING NOTABLY TO THE CONCLUSION, VALIDITY, EXECUTION, INTERPRETATION OR TERMINATION OF THE CONTRACT, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR CALL IN GUARANTEE, AND WHICH IS NOT SETTLED WITHIN THIRTY (30) DAYS FROM NOTIFICATION BY THE MOST DILIGENT PARTY, WILL BE REFERRED SOLELY TO THE JURISDICTION OF THE COMMERCIAL COURT OF LYON, WHICH IS EXPRESSLY ACCEPTED BY THE CLIENT.
ARTICLE 18 – GENERAL PROVISIONS
18.1. If GONEXA does not require performance at a given time of any of the provisions of the present general conditions, it cannot on any account be deemed to have waived its right to require performance subsequently, in particular if it does not request an overdue payment.
18.2. If one of the clauses is cancelled, this does not affect the validity of the other clauses hereof.
18.3. In case of a dispute, the parties agree to accept emails as original documents that may be used as evidence, and undertake not to contest this means of proof, unless they dispute their authenticity.
PERSONAL DATA PROCESSING
GONEXA is authorised to process on behalf of the Client personal data (hereinafter the "Personal Data") necessary for the performance of the Contract. This processing will be carried out for the duration of the Contract.
The term "Applicable Legislation" refers to the GDPR but also to all legal and regulatory provisions applicable in France and relating to the protection of Personal Data. In addition to the terms defined above, each capitalized term used in this Appendix (hereinafter the "Appendix") has the meaning defined in Article 4 of the GDPR.
- GONEXA’s Personal Data processing commitments
When GONEXA processes Personal Data under the Contract, it shall:
- Process Personal Data in accordance with the Client’s written instructions, including those set out in the Contract. However, GONEXA may process Personal Data if it is required to do so by Applicable Legislation or other relevant legislation. In such cases, GONEXA will inform the Client of this legal requirement prior to processing, unless such laws prohibit GONEXA from doing so for important reasons of public interest;
- Inform the Client immediately if, in GONEXA's opinion, an instruction for the processing of Personal Data infringes the Applicable Legislation. In this case, the Client shall respond to GONEXA in writing within fifteen (15) days, inviting it, if necessary, to discuss the matter; if the disagreement persists, GONEXA may not carry out the instruction which it considers to be unlawful without such failure to carry out the instruction being considered a breach of its contractual obligations;
- Implement and maintain appropriate technical and organisational measures to ensure the security of Personal Data and in particular to put in place the means to guarantee the confidentiality of Personal Data. As a minimum, these shall include the requirements set out in article 5 of the Appendix 1;
- Ensure that staff members handling Personal Data (i) are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality and (ii) receive the necessary training on the protection of Personal Data;
- Communicate the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the GDPR;
- Notify the Client of any Personal Data Breach that results in the accidental or unlawful destruction, loss, alteration or disclosure of, or unauthorised or illegal access to, such Personal Data without undue delay after becoming aware of it. Such notification shall be accompanied by all relevant documentation to enable the Client, if necessary, to notify the relevant supervisory authority of the breach. The notification shall at least :
– describe the nature of the Personal Data Breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
– describe the likely consequences of the personal data breach;
– describe the measures taken or proposed to be taken to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects;
– communicate the name and contact details of the GONEXA contact person from whom further information can be obtained.
If, and to the extent that, it is not possible to provide all this information at the same time, the information may be provided in a staggered manner without undue delay;
- Not to transfer Personal Data to any country outside the European Economic Area or to any country in respect of which no valid adequacy decision has been issued by the European Commission, unless the transfer is made under the transfer mechanisms recognised by the Applicable Legislation such as the standard contractual clauses established by the European Commission. In this context, the Client expressly authorises GONEXA to sign such clauses on its behalf;
- Not to disclose Personal Data to third parties, except as permitted by the Contract, Applicable Legislation or further instructions from the Client. GONEXA is expressly permitted to use subcontractors if they are subject to a minimum of contractual obligations regarding the protection of Personal Data comparable to those set out in the Contract. The list of subsequent processors used is defined in article 4 of Appendix 1. GONEXA will inform the Client of any planned changes in the addition or replacement of subsequent processors, giving the Client the opportunity to object to such changes within ten (10) working days of notification. If the Client does not respond within this period, this shall be deemed to be tacit acceptance of the new subsequent processors. In the event of an objection, the Client shall detail the reasons for its objection and GONEXA shall be entitled to terminate the Contract by simple notification to the Client by registered letter with acknowledgement of receipt and without such termination being considered a breach of contract;
- If GONEXA receives a request, notification, complaint or other communication addressed to the Client from the persons whose Personal Data is processed, GONEXA will promptly forward the request, notification, complaint or communication to the Client and will provide assistance in handling such request, notification
- Actively assist the Client, taking into account the nature of the processing, to ensure compliance with the obligations set out in Articles 32 to 36 of the GDPR. The costs of such assistance may be subject to additional charges;
- Upon expiration or termination of the Contract and upon receipt of a written request from the Client, return or destroy the Personal Data, unless a legal obligation under the Applicable Legislation requires the storage of the Personal Data
- Provide, upon written request from the Client, all documents, certificates, reports or extracts from GONEXA or independent bodies to verify compliance with the obligations set out in this document. If the Client is unable to prove compliance with the obligations by GONEXA through the documents provided, or if the Client is required by a competent authority to do so, the Client may have an audit carried out. To this end, the Client may arrange for an audit to be carried out during GONEXA's business hours by a third party mutually agreed upon by the Parties and subject to a confidentiality obligation. Such an audit may be carried out at most once a year, after giving GONEXA fifteen (15) days' notice by registered letter with acknowledgement of receipt. In any case, the costs of the audit will be exclusively borne by the Client. GONEXA undertakes to participate in good faith in any audit operation requested by the Client. In the event of a breach identified during the audit, GONEXA will be obliged to take appropriate corrective action as soon as possible. It is agreed that neither the auditor nor the Client shall abuse this availability and that the audit shall not disrupt the normal business of GONEXA.
It should be noted that no audit process will give the Client, the Client's affiliates or any third party auditor the right to inspect any facilities, premises, equipment or systems to the extent that they contain (i) information relating to other clients; (ii) information in respect of which GONEXA is under a duty of confidentiality to any third party; or (iii) material subject to any legal or other privilege
- The Client’s Personal Data processing commitments
The Client undertakes to:
- provide GONEXA with the Personal Data mentionned in article 3 of this Appendix 1 ;
- provide the data subject with document, in writing, any instruction bearing on the processing of Personal Data by GONEXA;
- provide information to data subjects at the time of collection of Personal Data;
- ensure, before and throughout the duration of the Appendix 1, compliance - by GONEXA - with the obligations set out in the Applicable Legislation ;
- create a backup of all relevant system files and databases prior to any maintenance and support by GONEXA.
- Description of processing activities
Personal Data relate to the following categories of data subjects : natural persons concerned by the documents generated via the Gonexa Doc Solution
Categories of Personal Data
Personal Data processed relate all the categories of personal data used to generated documents via the Gonexa Doc Solution
Personal Data will be subject to the following processing activities : consultation of Personal Data in the context of technical support operations
- Susbequent processor
Name and adress
Place of processing
Hosting of the source code
Hosting of the Template
France or Europe