Welcome to HrFlow.ai's General Terms and Conditions guide. In this article, we'll break down the key aspects of the terms and conditions that govern your use of HrFlow.ai's services, particularly our AI-powered solutions. These terms outline the rights and responsibilities of both HrFlow.ai (referred to as "Provider") and the Client.
The Terms and Conditions include:
Definitions
Subject-Matter
Contract hierarchy
Purchase Order
Duration – Entry into force
Obligations of the Client
Obligations of the Provider
Professional Services
Warranty
Terms of use of the Solution
Maintenance / Updates / Assistance
Pricing – Invoicing – Payment conditions
Termination
Liability
Intellectual Property
Processing of the Client’s data
Post-termination Assistance
Confidentiality
Force Majeure
Non-solicitation of personnel
Business references
General provisions
Applicable law and jurisdiction
Riminder, société par actions simplifiée, with registered office at 9 rue des Colonnes 75002 Paris, France, registered with the Registry of Commerce and Companies of Nanterre under number 820 725 273 (the « Provider ») is a company specialized in the field of artificial intelligence for the processing and management of job and job applicants data.
The Provider offers a solution, HrFlow.ai, as SaaS or API, exclusively to professional users, for the enhancement of the Client’s processing and management of job and job applicants data (the « Solution »).
1. Definitions
« Purchase Order »: any quote or commercial proposal edited by the Provider or purchase order edited by the Client by incorporation of the quote or commercial proposal of the Provider, and signed by the Client, specifying the Products of the Solution and the Professional Services subscribed by the Client as well as all elements listed in Clause 4.
« Client »: the company signing the Purchase Order as a client of the Provider.
« General Conditions »: the Provider’s general terms and conditions.
« Specific Conditions»: the particular terms and conditions eventually agreed upon between the parties and attached to the Purchase Order.
« Agreement »: all contractual documents forming the Agreement as described in Clause 3.
« Date of Entry into Force »: the effective date of the Agreement as set out in Clause 5.
« Documentation »: the documentation provided by the Provider together with the Purchase Order relating to the use of the Products and/or Professional Services and/or requirements for their use as provided by the Provider to the Client.
« Data »: the Client’s information and data, including any Personal Data, entered or downloaded, automatically or by the Users, within the Solution or treated, amended, or generated by the Solution.
« Personal Data »: data which, in accordance with the Data Protection Law, designates or identify, directly or indirectly, a natural person.
« Payment Schedule »: The schedule of payment as specified in the Purchase Order, indicating the date or frequency of payment of the Price of the License of the Products and/or the Professional Services.
« Products »: the tools for the use of the Solution made available to the Client by the Provider. The Products are of two types: the «AI Modules » and the «Workflows».
“Workflows”: modules or services made available to the Client to allow it to connect the different HR information system used and allow the communication of HR data between these systems.
« AI Modules»: modules using the Solution’s artificial intelligence and made available to the Client. These AI Modules include:
« Parsing API»: Module allowing the automatic extraction of data from a curriculum vitae (or job offer) irrespective of its structure and / or format1, into a format of structured data – for example extraction of identification information (name, email, telephone, etc.), experiences (companies, job titles, starting date, end date, job description, etc.), academic backgrounds (diplomas, schools, universities, starting date, end date, description, etc.), skills (skills, know-how, languages, etc.), interests.
« Searching API »: Module allowing the performance of semantic searches (neuronal) in for the purpose of correlating several HR data.
« Revealing API»: Module allowing the processing of data for the purpose of generating or inferring additional information from the profile of the applicant – for example, determining implied or predicting probable skills in order to build complementary models (mobility prediction, skills management planning, workforce planning, etc.). This information allows an enhanced analysis of the applicant.
« Scoring API»: Module allowing the processing of data in order to assess the relevance of the applicants in relation to the job offers or to determine the relevant job offers for applicants;
« Reasoning API»: Module allowing the processing of data to provide the Client with explanations as to the assessment of the profiles in relation to a specific position or to the contrary, the relevant elements in a job offer for the applicants. These assessment tools can be inherent to the original document (experience, skills, academic background, key projects) or extraneous (market trend, best practices).
« Embedding »: Module allowing the construction of tailor-made AI models for the treatment of specific difficulties inherent to the job (automatic referencing, Churn risk, wage assessment, Workforce optimization, etc.).
« Data Protection laws »: any law or regulation relating to the processing of personal data applicable to one party or the other, in the context of this Agreement, including the General Data Protection Regulation n° 2016/679 (« GDPR »), as well as the domestic regulations issued in compliance with the GDPR, including the French “loi informatique et libertés” dated 6 January 1978.
« License »: the License granted by the Provider to the Client in compliance with Clause 15 for the use of the Products of the Solution or the Deliverables as per the Purchase Order.
« Deliverable »: the deliverable delivered by the Provider as part of the Profession Services carried out.
« Service Level »: the monthly average level of availability of the Solution offered by the Provider.
« Transition Period »: the period following the expiry or termination of the Agreement during which the Client, as per its request and subject to the signature of a specific Purchase Orders, continues to use the Products.
« User Guide »: the onboarding documentation defining the modalities of use of the Solution to be complied with by the Users designated by the Client.
«Provider»: Riminder, société par actions simplifiée, with registered office at 9 rue des Colonnes 75002 Paris, France, registered with the Registry of Commerce and Companies of Nanterre under number 820 725 273 or the authorized assignee under Clause 22.2.
« Price »: the price of the Licenses for the Products or the price of the Professional Services as agreed upon in the Purchase Order.
« Result »: any operation resulting from the use by the Client of the Products or Deliverables provided by the Provider as per the Agreement; the underlying mathematical models used to obtain the Results are excluded from the License granted for the use of the Solution.
«Professional Services»: the implementation by the Provider as per the Client’s request of any additional service beside the provision of the Products and the Solution.
« Solution »: all programs, software solutions, Products made available to the Client via SaaS or API, including a data collector, host, and processor with analytical and profile assessment tools in solutions, and integrating various functionalities offered by the Products, with the aim of optimizing the management and processing of applicant and job offer data.
« Statement of Work » or « SOW »: the Statement of Work specifies the modalities of realization of the Professional Services attached to the Purchase Order.
« Data Processing »: document summarizing the categories of data and the modalities of data processing for the use of the Solution.
« User »: any person accepting the Use Policy and using the Solution by logging in with a username and password defined by him, for the purpose of setting the parameters of the Solution or accessing the Results.
« Volume»: the volume processed by Product during the duration of the Purchase Order expressed in terms of a number of “API Request” or “API Save”.
“API Request”: each operation carried out by the User while using the AI Modules, which implies an exchange between the systems of the Client and the servers of the Provider.
“API Save”: any files stored on the servers of the Provider containing data on the basis of which the API Requests have been carried out.
2. Subject-Matter
The General Conditions determine the terms and conditions of the provision to the Client of the Solution and of the Products subscribed by the Client, as well as the performance upon the Client’s request by the Provider of the Professional Services.
The General Conditions are made available to the Client together with the quote or the commercial proposal communicated by the Provider through a hyperlink, which can be consulted electronically. The Client acknowledges that he has reviewed and expressly accepted them without any reservation by signing the Purchase Order.
3. Contract hierarchy
The contractual relationship between the parties for the provision of the Solution and/or the performance of the Professional Services (the «Agreement ») is subject to the following contractual documents in increasing order of priority:
- Any Purchase Order incorporating the General Conditions herein by reference;
- Any Particular Conditions contained in the Purchase Order or attached to the Purchase Order;
- These General Conditions and their attachments;
- Any Statement of Work (« SOW ») which would be attached to the Purchase Order;
Any Non-disclosure agreement signed between the parties.
No particular terms nor general purchase terms condition can, unless formally and expressly accepted in writing, prevail over or complete the above listed contractual documents.
To the extent of any conflict or inconsistency between the above-mentioned contractual documents, the following document in the above order of priority shall prevail for the resolution of said conflict or inconsistency. To the extent of inconsistency of the terms contained between documents of the same order, the latest documents, the latest documents shall prevail.
Any amendment to the Agreement shall be signed by both parties in order to be valid.
4. Purchase Order
By signing the Purchase Order, the Client accepts and acknowledges to be bound by the present General Conditions.
Each Purchase Order mentions:
The Products subscribed;
Where appropriate, the number of Users authorized to use the Products subscribed;
The volume of data processed by Product for the duration of the Purchase Order;
Where applicable, the Professional Services for the implementation and/or adaptation of the Solution and/or the creation of specific functionalities and the existence, if any, of an applicable Statement of Work applicable attached to the Purchase Order;
The Price corresponding to (i) each Product subscribed, depending on the Volume and/or number of Users determined by the Client and/or (ii) the Professional Services subscribed;
The Payment Schedule;
The date of signature and the mention «read and approved » are to be confirmed with the Client’s signature or stamp.
5. Duration – Entry into force
The Agreement will be effective between the parties upon signature by the Client of the first Purchase Order, unless otherwise specified in the Purchase Order (« Date of Entry into Force ») and will remain in force until the expiry, completion or termination of all Purchase Orders concluded between the Parties.
Unless otherwise agreed, the Purchase Orders have a fixed term of (1) year.
The Purchase Orders are tacitly renewed on a year-to-year basis unless, in the case of a non-Multi-year farm contract, either party notifies the other party at least sixty (60) days prior to the date of renewal of its intention not to renew by email with acknowledgment or receipt or registered letter with acknowledgment of receipt.
Should the Client exceed the subscribed Volume during the duration of the Agreement, the underlying Purchase Order shall be automatically renewed for a period of time equivalent to the initial duration of the Purchase Order and based on the same volume plan.
The Client may, however, within 15 days from the date of renewal, select a higher Volume plan to benefit from the scaling discount.
The Agreement can also be extended by the written agreement of the Parties.
In the event that the Purchase Order is not renewed or extended before its term by the Client, the Client shall no longer have access to the Solution upon expiry of the Purchase Order (unless a Transition Period has been agreed upon written by the parties in compliance with Clause 17.1 below).
6. Obligations of the Client
The Client shall use the Products in compliance with the Agreement, the Documentation, and the Use Policy of the Solution. It shall ensure that its personnel or, any third party authorized to use the Solution, complies with the Agreement.
The Client undertakes to refrain from using the Products for fraudulent purposes, in breach of any applicable law or regulation. If required for the use of the Products, the Client shall request, obtain and maintain any legal, administrative, regulatory, internal, or contractual authorizations as well as any insurance necessary for the performance of the Agreement.
In particular, the Client undertakes to comply with the recommendations of the Provider with respect to the materials and devices (including the choice of operating system and hardware compatible with the Solution) required for the use of the Products as defined directly in the Use Policy of the Solution or in any other contractual document. TheClientundertakestoobtainandmaintain any appropriate equipment and ancillary services required to access the Solution.
Upon request from the Client, the Provider may carry out an audit of the Client’s infrastructure prior to the deployment of the Solution, in order to assess whether this infrastructure is compliant with the material recommendations and to propose, if appropriate, modifications or evolutions ensuring compliance with the requirements for the use of the Solution. This audit will be invoiced as a separate service.
The Client provides all required information to the Provider for the provision of the Solution and/or the Professional Services.
The Client shall keep the Provider informed of the performance of the Products throughout the performance of the Agreement. The Client shall notify without delay the Provider of any event or difficulty which may have a significant impact or delay the performance by any of the parties of the Agreement or part thereof.
7. Obligations of the Provider
The Provider shall:
Make the Solution available to the Client for the Products subscribed by the Client in the Purchase Order and/or carry out the Professional Services as mentioned in the Statement of Work;
Exercise the care and diligence necessary for the provision of the Solution;
Maintain the best level of efficiency of the Products;
Notify the Client if the Provider is informed of an event that may delay the performance of all or part of the Agreement and of any difficulty encountered or identified by the Provider during the performance of the Agreement which may have a significant impact on its performance;
Request the Client to attend any meeting, and/or communicate any information or document reasonably required for the performance of its obligations under the Agreement.
8. Professional Services
In addition to making the Products available to the Client by granting a License under the conditions set out in Clause 15, the Client may request the Provider to provide Professional Services aimed at creating specific Deliverables for the Client.
These Professional Services are integrated into the initial Purchase Order or, if the Client instructs, the Provider during the performance of the Agreement, are subject to a specific Purchase Order. The Professional Services are invoiced based on the time spent and the costs of materials, or on a lump-sum basis agreed upon between the Parties.
These can be accompanied by a specific Statement of Work (SOW) detailing the nature, modalities, timeframe, pricing, or applicable hourly hours and costs of materials, as well as any additional condition agreed upon by the Parties. The Statement of Work is attached to the Purchase Order.
Upon completion of the Profesional Services, Deliverables are delivered in compliance with the specifications eventually contained in the Statement of Work. The Statement of Work shall be followed by a receipt form of the Deliverables signed by the Client.
The Provider grants a License to the Client for the use of the Deliverables in the conditions set out in Clause 15.2.
9. Warranty
The Provider guarantees that the Solution is compliant with the Documentation communicated by the Client.
The Provider does not guarantee that the Solution is totally free from any defect but solely undertakes to remedy, without undue delay and with reasonable diligence, any reproducible dysfunction in comparison with the Document which would not have been caused directly or indirectly by improper use of the Solution by the Client or a failure of the Client’s materials or personnel.
10. Terms of use of the Solution
10.1 Access to the Solution – Service Level Guarantee
Access: The Provider undertakes to make the Solution available 7 days a week, 24 hours a day, from the Date of Entry into Force sur of the Agreement with a monthly average availability rate of 99.99%, without taking into account the cases of exclusion of guarantee of the Service Level listed below.
Monthly Percentage of Availability: The Solution shall be deemed unavailable where, for a period of 5 minutes, the Client is unable to access the Solution. The Monthly Percentage of Availability is calculated for each calendar month by deducting the total amount of periods of 5 minutes during which, within the same month, the Solution has been unavailable and by dividing the total by the number of periods of 5 minutes within the same month.
Consequences of the unavailability: Where the Monthly Percentage of Availability of a Client is below:
- 99.95% within a month, the Client is entitled to a Service Credit amounting to (amount paid to the Provider for the service this month) * 5%.
- Below 99.80% within a month, the Client is entitled to a Service Credit amounting to (amount paid to the Provider for the service this month) * 10%.
These amounts shall be credited in the amount corresponding to the Service Credit of the month, upon receipt and verification of the request for Service Credit. The Service Credit shall be valid for the duration of the underlying Purchase Order.
In order to obtain the Service Credit, the Client shall send a request by email to support@hrflow.ai. The request shall be made no later than 30 days following the end of the month for which the Monthly Percentage of Availability was below 99.95% or 99.8%.
Cases of exclusion: The Provider shall not be held liable for the unavailability of the Solution in the event the unavailability results from:
- Technical incidents impacting the Internet network, slowing or interrupting the connection;
- An error or failure of the Client’s material or personnel, including default of the Client’s network;
- a Force Majeure event (as described in Clause 19) resulting in a malfunction of the server hosting the Solution;
- the partial or complete access restriction to the Solution in order to ensure the necessary updates of the Solution or the maintenance of the infrastructure used to provide the Solution in the conditions set out in Clause 11.
10.2 Hosting
At the time of conclusion of the Agreement, the Solution and the Client’s data are hosted on the servers of the hosting provider selected by the Provider, which is located in the European Union. The Provider guarantees that the hosting is compliant with the Data Protection laws. The Provider may change its hosting provider without prior approval by the Client with any other hosting provider presenting the same level of guarantee, safety, and compliance with the Data Protection Laws.
The Provider makes the Solution available to the Client through remote access in order to allow the processing of data communicated by the Client to the Provider via SaaS and API services.
The Client’s data is partitioned in a specific location, distinct from the data of the other clients. The data of the various clients is not mixed and is not shared between clients.
The Provider ensures the hosting of the Client’s data within the limit of the maximum Volume authorized under the Agreement.
10.3 Backup
The Client’s data, necessary for the use of the Solution, is automatically saved in the servers hosting the Solution.
This backup saves carried out by the hosting provider is ancillary to the Solution offered by the Provider and does not release the Client from ensuring its own backup of the data generated in the context of the use of the Solution.
Upon the Client’s request and within a delay of 30 days, the backup of the Client’s data generated by the hosting provider of the Provider shall be destroyed without any copy being kept by the Provider.
10.4 Security
Logical security. The Provider states that the Solution allows the processing of data in terms of security, integrity, backup, and confidentiality under conditions ensuring that said data is not altered or processed in a manner not compliant with the Client’s requirements. The Provider undertakes to implement all technical means necessary to ensure the access to the Solution and the hosted data and impede any intrusion from an unauthorized person, regardless of the nature of the intrusion or the technic used.
The Provider undertakes not to damage, illegally access or modify the Client’s data stocked on its servers.
The Client undertakes to comply with the security rules and processes indicated in the Documentation. The Provider shall not be held liable in the event the Client fails to comply with the security rules and processes.
Physical security. Access to the central server selected by the Provider is limited, and internal procedures allow ensuring that no unauthorized person is able to access it. The Provider shall not be held liable for any failure attributable to the telecommunication or hosting provider.
11. Maintenance / Updates / Assistance
11.1 Maintenance
Corrective maintenance entails the correction, without undue delay, of any reproducible dysfunction identified in the use of the remote access to the Solution hosted and edited by the Provider, as well as in the processing of data by the Solution.
The Client shall consult the Documentation before contracting the Provider’s support, in order to describe in a precise and exhaustive fashion the problems encountered.
Any dysfunction identified by the Client shall be notified to the Provider in detail.
The Client undertakes to provide any information necessary and to diligently formulate its request.
Pending a definitive solution, the Provider may recommend a temporary alternative solution.
Exclusions: The Provider shall not be bound to ensure maintenance in the event:
● The remote access is not used in compliance with the Agreement, the Documentation, or the instructions of the Provider;
● Of an unauthorized intervention by the Client or a third party;
● Of a dysfunction resulting from the Client’s material.
In these circumstances, the Client may not request compensation or reimbursement of the amounts already paid under the Agreement and any intervention of the Provider shall be subject to the agreement of the Provider and the signature of a Purchase Order.
11.2 Updates
Corrective updates: These updates are unilaterally decided by the Provider and aimed at correcting potential defects, or eliminating contingencies, to ensure the integrity of the Solution or respond to legal or regulatory changes impacting the implementation of the Solution.
These updates are directly carried out by the Provider from its servers without additional costs.
Upgrades: The Provider may, at any time, proceed with an upgrade with the aim of modifying the Products, or changing the manner in which the Products are implemented, if it can be reasonably expected that these modifications will not cause any inconvenience to the Client or if these modifications constitute an improvement of the Products.
The Client acknowledges having been informed by the Provider of all the technical requirements for the proper use of the Products. The Client is also informed of the fact that these requirements may evolve over time, including for technical reasons. If such evolution occurs during the performance of the Agreement, the Client will be informed in advance.
Optional upgrades. Optional upgrades of the Solution may be made available to the Client by the Provider, as they become available.
Certain optional upgrades, containing new functionalities or advanced functionalities, may be proposed to the Client in the course of the performance of the Agreement and shall be subject to the signature of a specific Purchase Order in the event the Client wishes to proceed with their implementation.
11.3 Assistance
Assistance F.A.Q. The Provider makes permanently available to the Client on its website https://help.hrflow.ai documentation providing answers to the frequently asked questions among clients.
Online Assistance. The online assistance service is free of charge for all Clients, during its opening hours, from Monday to Friday between 9 AM and 5 PM (Paris time), to the exclusion of French public holidays.
The answers are provided by the Provider in the form of:
A discussion through the online instant messaging tool;
Answers are provided by way of tickets generated by the Provider following a question or request presented by the Client, through the Client monitoring tool.
12. Pricing – Invoicing – Payment conditions
12.1 Price
The Price and invoicing modalities are specified in the Purchase Order. The Price is indicated VAT excluded and is to be increased by the CAT applicable at the time of invoicing.
The invoices are paid by the Client by all means made available to it.
In consideration of the License granted for the use of the Products or the supply of Professional Services by the Provider, the Client shall pay the price indicated in the Purchase Order.
Payments shall be made in the currency indicated in the Purchase Order by all means made available to the Client by the Provider. Bank transfer or credit charges must be paid by the Client.
The Provider shall issue its invoices in compliance with the Payment Schedule specified in the Purchase Order.
12.2 Subscribed Volume
The subscribed Volume as specified in the Purchase Order is valid for the sole duration of the Purchase Order. Upon expiry of the Agreement, the Client shall not have
access to the Solution irrespective of whether the Volume subscribed has not been entirely used. The Client cannot benefit from a carry back or refund of the remainder of the Volume not used.
12.3 Evolution of the tariffs
The tariffs of the Products or Professional Services may evolve during the performance of the Agreement. The Provider shall inform the Client without delay.
The change in tariffs shall not apply to the Purchase Orders signed before the change occurred. The change shall however apply:
- In the event of a tacit renewal of the Purchase Order under the conditions set out in Clause 4, subject to the information of such change provided by the Provider to the Client at least ninety (90) days before the expiry of the Purchase Order;
- To any new Purchase Order
12.4 Default in payment
In the event, the Client fails to pay the sums due as per an invoice issued under the Agreement for a period of more than thirty (30) days after the due date :
- Access to the Solution may be suspended , and the Provider shall have no obligation to maintain the Solution operational for the Client. IN the event the Client would proceed with the payment of all sums due after the interruption but before termination by the Provider, access to the Solution shall be reinstated without undue delay by the Provider, which shall not be held responsible for any data loss or failure to process data during the time of the suspension;
- The Provider may at its discretion proceed with the termination of the Agreement under the conditions set out in Clause 13.1.
12.5 Late payment
The delay or non-payment of all or part of an invoice issued by the Provider shall entail the payment of late fees specified in the invoice at the interest rate of 1% of the amount of the invoice (plus applicable VAT) per month of delay, as well as a compensation in the amount of 1200 euros for recovery costs.
13. Termination
13.1 Termination for breach
In the event of a breach of its substantial obligations under the Agreement, not remedied within ninety (90) days, after the transmission of a registered letter with acknowledgment of receipt giving notice of said breach, the other party may terminate the Agreement based on the exclusive fault of the other party, without prejudice to any damages and interests to which it is entitled to under the Agreement.
Shall the termination be based on a breach by the Client, the Client shall remain liable for the payment of the Price for the total duration of the Agreement.
13.2 Consequences of the termination
Upon termination, the Client shall no longer have access to the Solution, unless otherwise agreed in writing by the Parties.
Unless otherwise agreed, the termination is without prejudice to any right, obligation, or recourse of the parties existing prior to its effective expiry or termination or resulting from provisions of the Agreement intended, expressly or by implication, to be enforced or complied with after its termination.
14. Liability
In the event the Provider is held liable as a result of a fault attributable to it, the compensation of the Client’s damage shall be limited to the sole damages suffered by the Client which are personal, direct, and certain, to the exclusion of any compensation for any indirect and non-material damages such as loss of business, loss of revenue, operating losses, loss of data. The amount of damages and interests that the Provider may be required to pay shall be strictly limited to 20% of the amount received by the Provider during the last 12 months of the Agreement.
15. Intellectual Property
Subject to the rights expressly conceded hereunder, the Agreement shall not be construed as transferring to the Client any intellectual property rights relating to the tools, algorithms, mathematical models, or source codes used by the Provider to customize, create, develop, configure or provide the Solution and the Deliverables to the Client.
15.1 Warranty of quiet possession
The Provider declares and guarantees to have exclusive ownership of the elements composing the Solution and the Deliverables or to detain the intellectual property rights of said elements, granting him the authorization to conclude the Agreement and grant the License or sell the Deliverables.
The Provider declares and guarantees that the elements composing the Solution or the Deliverables do not constitute infringement or misappropriation of any third-party proprietary right, including intellectual property rights, trademarks, patents, drawings, models, trade secrets and confidentiality rights)
15.2 Scope of the License granted
License to use the Solution. The use of the Solution made available by the Provider is subject to the License described below. The Provider retains full and complete rights over the rights not granted under the License. The granting of the License described is subject to the payment of the agreed terms of the License Fees.
Subject to the compliance by the Client with the provisions of the Agreement, the Provider shall provide the Client with a non-exclusive, non-assignable, and non-transferable personal right, to integrate, install and use the Solution for its specific needs in compliance with the conditions set out in the Purchase Order, including with respect to the duration of the License granted, the number of authorized Users, the Products subscribed, the Volume subscribed, and the Territory for which the License is granted.
The Client undertakes to refrain from:
● Selling, reselling, granting a license or sublicense, loaning or leasing the Solution;
● Using the Solution and the Documentation provided by the Provider to develop a competitive product or service;
● Decompiling, disassembling, modifying, reverse assembling, reverse engineering, or translating into intelligible human language the Solution, including its source code, models, and underlying mathematical models, or creating any derivative of the Solution;
● Publishing, unless otherwise agreed by the Provider, results of comparative tests or benchmarking the Solution with rival solutions;
● Interfering with the security features built into the Solution.
-Results generated by the Solution. The Provider retains ownership over the Results generated by the Solution, including the underlying mathematical models. The Provider grants the Client a non-exclusive and non-transferable license to use the Results. This License is granted for an indefinite time for the Results obtained through the use of the Solution during the duration of the Agreement.
-Deliverables. The Provider does not grant any intellectual property rights over the Deliverables supplied through the performance of the Professional Services, which remain the entire and exclusive property of the Provider. The Provider only grants a non-exclusive license to use the Deliverables subject to the payment of the Price of the Professional Services and for the duration specified in the Purchase Order.
15.3 Compliance with the scope of the License .
Any violation of the License granted by the Client shall constitute a substantial breach of the Agreement entitling the Provider to terminate the Agreements in the conditions set out in Clause 13.1 and to the payment of the difference between the Price of the License granted and the price corresponding to the actual use of the Solution by the Client, as well as a compensation for the fees incurred by the Provider to demonstrate the liability of the Client.
15.4 Use of the Solution by a third party
Subject to the prior agreement in writing of the Provider, the Client may allow third parties to use the Solution on its behalf, exclusively for the purpose of its own commercial activity, and subject to (i) the written undertaking by said the third party that it will comply with the provisions of the Agreement and the non-disclosure agreement; (ii) the insurance that said the third party cannot access the source codes of the Solution; (iii) the written undertaking by said the third party that it will not use the Solution for the benefit of third parties to the Agreement; (iv) the Client remains jointly and severally liable for the breaches of the provisions of the Agreement by said third parties.
In all other cases, the Client shall take any and all measures to prevent the access or the unauthorized use of the Solution and shall give notice without undue delay to the Provider of any unauthorized access that comes to its knowledge. In particular, the Client undertakes not to allow the direct or indirect use of the Solution or one of the Products or Deliverables by unauthorized persons under the Agreement.
16. Processing of the Client’s data
16.1 Property of the Data
The Parties agree that the Data exploited, processed, hosted, saved or stocked by the Provider on behalf of the Client or at its own initiative remains the sole property of the Client.
16.2 Personal data
In the context of the provision of the Solution, the provider acknowledges that it may process Personal Data in the name and on behalf of the Client. The Provider acting as Processor within the meaning set out by the Data Protection Laws, undertakes to process such Personal Data in compliance with the provisions set out in Annex A « Personal Data Processing».
The Provider shall under no circumstances be held liable of any non-compliance by the Client with its own obligations under the Data Protection Laws.
17. Post-termination Assistance
17.1 Transition period
Upon expiry or termination of the Agreement, if requested by the Client at least 15 days before the expiry or termination of the Agreement, the Provider may allow the Client to pursue the use of the Products subscribed during an additional period of time of up to 15 days (the “Transition Period”) after the expiry or termination of the Agreement, based on the same modalities, subject to the prior signing by the Client of a specific Purchase Order.
Any assistance provided by the Provider to the Client during the Transition Period shall be subject to the prior signing by the Client of a specific Purchase Order. The General Conditions shall continue to apply to the provision of the Solution by the Provider during the Transition Period.
17.2 Restitution of the Client’s data
Before expiry or termination of the Agreement, the Customer should use the API and remote access to the solution in order to retrieve all his stored data (if any).
Upon expiry or termination of the Agreement, the remote access to the Solution granted to the Client shall no longer be authorized , and the Client shall no longer use or attempt to use it.
Upon expiry or termination of the Agreement, the Provider shall restitute to the Client, upon its request, within thirty (30) days from the expiry or termination of the Agreement, all data stored (if any) by the Client. Such restitution shall be invoiced to the Client based on man/day fees.
18. Confidentiality
All information communicated in the context of the negotiation and performance of the Agreement is covered by the non-disclosure agreement signed between the Parties.
In the absence of a signed non-disclosure agreement, all information communicated in the context of the negotiation and performance of the Agreement shall be deemed confidential, each Party having the duty of ensuring that such information is treated as such and is not divulged to third parties. The Parties are bound to comply with this confidentiality provision throughout the performance of the Agreement and for a duration of five (5) years after its expiry or termination.
Notwithstanding the above and the signature of a non-disclosure agreement, each Party may communicate for promotional and marketing purposes on the supply to the other Party or use by the Party of the Solution in compliance with Clause 21.
19. Force Majeure
Neither party shall be in default nor be liable for any delay, failure in the performance of the Agreement, if this failure arises out, directly or indirectly, of a force majeure event affecting the other Party or a third party such as social unrest, the intervention of the civil or military authorities, changes in legislation and regulation, natural disasters, fires, water damages, malfunction or interruption of the telecommunications or electricity networks, computer viruses.
The Party claiming the force majeure event shall give notice to the other Party, by registered letter with acknowledgment of receipt, at the earliest opportunity, of said event and of the necessary impact on the performance of its obligations. If the impediment is temporary, the performance of its obligations shall be suspended until the Party claiming the force majeure is not impeded by said event. The Party claiming the force majeure event shall keep the other Party informed and commits to limit as much as possible the period of interruption. If the interruption continues beyond sixty (60) days, either Party may terminate as of right with immediate effect the Agreement by sending a registered letter with acknowledgment of receipt, without any compensation being due to the other Party.
20. Non-solicitation of personnel
Each Party shall refrain from hiring, directly or through an intermediary, the personnel of the other party, without prior and express consent of the latter. This commitment will be valid throughout the duration of the Agreement and for a period of twelve (12) months following its expiry or termination. In the event that a Party fails to comply with this obligation, the other Party may request immediate payment of a lump-sum corresponding to twelve (12) times the monthly gross remuneration of said personnel at the time of his departure.
21. Business references
The Client expressly authorizes the Provider to use/reproduce its corporate name and/or brand and/or logo for the purpose of mentioning business references. To that end, the Provider shall have the right to reproduce the Client’s corporate name and/or brand and/or logo on its website as well as on its business communications and on its official pages on social networks.
This authorization is granted for the duration of the Agreement and for a duration of two (2) years upon expiry of the Agreement.
22. General provisions
22.1 Entire Agreement
The contractual documents listed in Clause 3 are incorporated by reference and form an integral part of the Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements, promises, proposals, statements, understandings, and negotiations, whether oral or written, between the Parties in relation to the present subject of matter.
22.2 Transfer of the Agreement
The Agreement cannot be transferred or assigned in part or in full, against payment or free of charge, by one of the Parties without the prior written consent of the other party.
This provision shall not apply to a merger, acquisition, scission, partial transfer of assets, and more generally in the context of a restructuring operation with a company controlling one of the Parties or controlled by it under Article L233-3 of the French Code de commerce, subject to the prior notification of the other Party at least 15 days in advance.
22.3 Independence of the Parties
The Parties acknowledge that each of them acts on its own behalf as parties independent of each other and expressly state that they shall remain, throughout the Agreement, independent business and professional partners.
Neither party may make commitments in the name of or on behalf of the other. Each Party shall remain liable for its own acts, allegations, commitments, services, products, and personnel.
22.4 No Waiver
The failure or delay by any of the Parties to exercise its rights or request the application of any provision of the Agreement, shall not be construed as a waiver of these rights.
22.5 Severability
If any provision, condition or part of this Agreement, to any extent, should be held invalid, illegal or unenforceable then, in such event, the remainder of the Agreement shall not be altered or affected and shall remain in full force and effect and shall be valid and unenforceable to the extent permitted by law.
22.6 Survival
Any provision of the Agreement which is intended, expressly or by implication, to be enforced or complied with after the termination or expiry of the Agreement (including but not limited to the provisions relating to confidentiality, compliance with the Provider’s intellectual property rights, the liability of the Provider, applicable law and jurisdiction) shall remain in full force and effect after the termination or expiry of the Agreement.
22.7 Notification
Unless otherwise agreed in the Agreement, any notice, request, inquiry, and decision under the Agreement (other than routine operational communications), shall be made in writing and shall be deemed to be served if sent by email with acknowledgment of receipt to the email addresses mentioned in the Purchase Order or any other email address indicated in writing by the other party. In the event the acknowledgment of receipt could not have been obtained, the notification will be made by registered letter with acknowledgment of receipt.
23. Applicable law and jurisdiction
The Agreement, including its interpretation, validity, scope, and enforcement, is subject to French Law without regard to conflict of law provisions.
Any dispute arising out or in connection with the interpretation, validity, or enforcement of the Agreement will be submitted to the exclusive jurisdiction of the Paris Commercial Court notwithstanding a plurality of respondents or the introduction of third parties.