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Nutrisoft - Test
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ARTICLE 1. THE PARTIES TO THE CONTRACT Between the undersigned: SASU PROXIM IT Stock company with a capital of € 1,000.00 registered with Companies of Arras - SIRET: 81193855400011 - APE: 6202A and whose registered office is at 16 rue Jules Ferry 62970 Courcelles-lès-Lens, France, VAT number: FR 77 811938554, hereinafter referred to as "the Contractor" AND ON THE OTHER HAND Any natural or legal person having accepted this agreement and / or the General Conditions of Sale and Use (CGVU). hereinafter (e) "Customer" Individually called "Party" and collectively "Parties" IT HAS BEEN PREVIOUSLY EXPOSED THAT: The Customer wishes to use the SaaS (Software as a Service) to a specialized service provider for the operation of the applications it makes available to its customers. The Service is a Software as a Service provider, that is to say of enterprise applications leased line (known SaaS provider). As such, it is the provider of Application Services hereinafter the Agreement. The Customer acknowledges receipt of the Supplier all necessary information enabling it to assess the adequacy of application services to their needs and to take all necessary precautions for its use. THIS STATEMENT, IT IS AGREED THAT: ARTICLE 2. DEFINITIONS Terms beginning with a capital letter in the General Conditions for services, whether used in singular or plural, shall have the meaning given to them below. Solutions means benefits cited in the bill and made available to the Customer under the Application Service; Information means the information, publications and, in general, the data from the Customer database that can be consulted by users and the public; Public data means the data can be accessed by the public; Private data means the data can be accessed only by users; Anonymised copy means a copy of Private Data with personal and confidential information has been deleted. Identifiers denote both the identifier specific to the User ("login") and the connection password ("password"), chosen during the enrollment; Internet is the set of interconnected networks, which are located in all regions of the world; Intranet computer network refers to own a business or organization, using TCP / IP and, more generally, the Internet technologies and can be connected to the Internet; Software means any software provided by the Service to the Customer, in particular the associated solutions; Application service means the service offered in SaaS mode (Software as a Service) by the Provider, allowing the use of the Customer Solutions; Users means the individual under the responsibility of the Customer (servant, employee, representative, etc.) and featuring Identifiers Access Application services on behalf of the Client; ARTICLE 3. PURPOSE These Terms constitute a legal agreement between the Contractor and the Client. By accessing or using NUTRISOFT, Customer agrees to comply with these Terms and Conditions. These Terms and Conditions are intended to define the terms and conditions of the Application services used by the Customer and prevail over other conditions on which the Contractor has not agreed in writing. The Provider consents to the Client accepts: • right to access the servers of the Provider under the conditions defined below; • Right end-use of solutions; • a set of defined below services including data hosting, maintenance of application services, technical assistance. ARTICLE 4. CONTRACT DOCUMENTS These Terms constitute the entire commitments between the Parties. It supersedes any prior written or oral commitment. These Terms prevail over other conditions for which we would not give our consent. The Contract is formed by this document. ARTICLE 5. EFFECT, DURATION AND renewals The Contract shall take effect upon the first use of application service. Its duration is set at one (1) year from its entry into force. This contract shall be tacitly renewed and will be repeated under identical conditions, unless the parties agree to a new functional scope for application services to cover the needs of the Customer. It may be terminated by either party by registered letter with a minimum notice of one (1) month before the deadline. ARTICLE 6. DESCRIPTION application services 6.1. Application Solutions Customer Service Provider provides software NUTRISOFT on its server through the Internet. Under the conditions of Article 8. LICENSE, the Provider grants the Customer the right to use non-exclusively by the Provider Solutions developed. The Service provides hosting of data, maintenance, and security solutions. The Provider performs backup data every seven (7) days. 6.2. NETWORK The network is selected by the Customer. The Provider makes no warranties. The Provider can not be held responsible for the online network interruptions, it draws particular attention to the Customer on the importance of choice of operator and the operator's product including the backup option that can provide for the establishment of a parallel line in case of network disruption. The Customer undertakes to choose a product guaranteeing a minimum rate May 1 megabit / s. 6.3. ACCESS SOLUTIONS Customer will use only the right of access. With the exception of maintenance periods, it can connect at any time, namely: • 24 hours on 24, • every day except Saturdays and Sundays (Brussels time). The following access procedure must be strictly respected by the Customer. Access is: • Customers from computers; • from any mobile client computer; • using the identifiers chosen by Users when they register. The identification of the Customer in its access to Application services is done through: • an identifier chosen by each User appointed by the Client, • and a password chosen by each user. Users use their IDs at each connection to NUTRISOFT. Identifiers are designed to restrict access to the Contract Object Solutions Users of the Customer, to protect the integrity and availability of solutions, and the integrity, availability and confidentiality of personal data such as the Client transmitted by Users. Identifiers are personal and confidential. They can be changed only on request of a User or at the initiative of the Contractor subject to prior notification to the Customer. The Customer undertakes to do everything possible to keep secrets about the Identifiers and not to disclose them in any form whatsoever. The Client is fully responsible for the choice and the use of identifiers and is responsible for the safekeeping of the access codes delivered to it. It will ensure that no other person not authorized by the Service Provider has access to the Application Services and Solutions. Generally, the Customer assumes responsibility for the security of individual stations to access NUTRISOFT. In case he has knowledge that another person be reached, the Customer must inform the Provider without delay. In case of loss or theft of one of the IDs, the Client will use the procedure established by the Provider allowing it to retrieve the identifiers of its users (sending an email to firstname.lastname@example.org). ARTICLE 7. QUALITY Application The Customer is warned of the technical risks inherent in the Internet, and access interruptions that may result. Consequently, the Contractor shall be liable for any downtime or slowdowns Application services. The Provider is not able to guarantee the continuity of application services, executed remotely via the Internet, the Customer acknowledges. In addition, it is the Customer to respect the thresholds of volume and warn the Provider in case of increase of its needs in terms of throughput. In case of non compliance by the Customer of the conditions, the Provider reserves the right to restrict or suspend access to NUTRISOFT by the Client. The Service Provider undertakes to implement effective controls to provide reasonable assurance that the customer can access and use applications relevant offices during working hours (Paris time). The Application services may occasionally be suspended due to maintenance necessary for the proper functioning of the servers and / or the platform of the Provider. In case of interruption of Application Services for maintenance, the Contractor undertakes to inform the most of the interruption for the customer to take its provisions sufficiently in advance to avoid any disruption of its business. ARTICLE 8. LICENSE The Provider grants the Customer a personal, non-exclusive, non-assignable and non-transferable usage NUTRISOFT, for the duration of the Contract and for the whole world. Customer may not use the Application Services and Solutions that according to their needs and their documentation. In particular, on NUTRISOFT license is granted for the sole and unique purpose of allowing the Customer using the Services, to the exclusion of any other purpose. The right of use means the right to represent and implement the Application Services for their intended purpose, SaaS (Software as a Service) via a connection to an electronic communications network. The Customer may on no account NUTRISOFT provision of a third party, and strictly prohibits any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being limiting. ARTICLE 9. MAINTENANCE The Service supports the maintenance and development of NUTRISOFT. Provision of free email support for dealing with anomalies is available Monday to Friday, from 9h to 17h. The Provider makes the diagnosis of the anomaly and then implements its correction within a maximum of five (5) business days. The customer benefits from the updates and functional changes NUTRISOFT. The nature of updates and changes, and the date, are determined by the provider and are not subject to the authorization or the notification of the Customer. If corrective or progressive evolution requires interruption of service, the Contractor will inform the Customer three (3) days in advance. ARTICLE 10. TECHNICAL ASSISTANCE The Technical Support applies to all solutions provided by the Service Provider and is to assist users by email or remote maintenance. The helpdesk can be contacted via email at email@example.com, Monday to Friday, from 9h to 17h. An answer will be provided by the Contractor within two (2) business days. ARTICLE 11. DATA PROCESSING 11.1. PERSONAL DATA The data transmitted for use of NUTRISOFT contain personal data. The Customer warrants that the Contractor has conducted all its obligations in terms of the law n ° 78-17 of 6 January 1978 "Informatique & Libertés" and that it has informed the concerned individuals the use made of those personal data. As such, the Customer warrants that the Contractor against any claim, complaint or claim made by a natural person whose personal data are reproduced and hosted via NUTRISOFT. The data can be stored on servers located in countries outside the territory of the European Union. The Service Provider undertakes to inform the Customer of the location of data and more generally, to provide all the relevant information necessary to make the statements. The Customer, as the data controller undertakes to enter the contract standard established by a decision of the European Commission of 5 February 2010 and to obtain the proper authorization from the Commission for the Protection of privacy. 11.2. OPERATING DATA The Customer provides any editorial responsibility for the use of NUTRISOFT. The Customer is solely responsible for the quality, legality, relevance and content of data it transmits for use of NUTRISOFT. It also guarantees the holder of intellectual property rights to use the data and content. Consequently, the provider assumes no liability for non-compliance of data and / or content with laws and regulations, to public order or to the Client's needs. The Customer warrants the Contractor upon first demand against any loss resulting from his challenge by a third party for a breach of this warranty. More generally, the Customer is solely responsible for broadcast content and messages and / or downloaded via NUTRISOFT. The data are by default considered public data. Public data are considered non-confidential and non-proprietary. However, the Customer remains the sole owner of the personal data which are considered private data. Private data is considered confidential and proprietary. The Service Provider may make a private copy anonymized data. An anonymised copy is considered public information. Customer grants the Provider a worldwide perpetual, non-exclusive, unrestricted, and free of charge to: 1. use, copy, give sublicense, adapt, transmit, publicly perform or display public data; 2. give sublicense to third parties the unrestricted right to exercise the rights previously mentioned with regard to public information. The foregoing rights shall include the right to exploit any proprietary rights on public information including, without limitation, the rights conferred by the copyright laws, trademarks and patents in any country or territory involved. 11.3. DATA SECURITY Each Party shall undertake to implement the appropriate technical means to ensure data security. Subject to ARTICLE 15. RESPONSIBILITY - GOD, the Service Provider undertakes to preserve the integrity of data contained in the Solutions and the confidentiality of personal data contained in the Solutions. The Service will establish the technical and organizational measures likely to prevent any fraudulent access or use of private data and prevent any loss, data alteration and destruction. ARTICLE 12. FINANCIAL CONDITIONS 12.1. FEES AND PAYMENT Financial conditions are displayed on our monthly bills. 12.2. LACK OF PAYMENT Unless otherwise agreed in writing, the parties have agreed on the following payment procedure: a) Service Provider Invoices are payable in cash, net and without discount. b) Any claim relating to the amount charged should be addressed to the Contractor by registered letter within 8 days of receipt of the invoice, deemed to occur two days after its date. c) Any delay or default of payment within the agreed time poses as of right and without prior notice, default interest in favor of the Contractor, 10% per year. d) In addition, in case of persistent delay of over 60 days, the customer is liable to the Contractor, always right and without formal notice, a fixed indemnity of 15%, with a minimum of 125 EUR . A similar compensation can be claimed by the client for the default provider to meet its commitments. e) Without prejudice to any damages, payment default by the Customer of an invoice when due shall automatically entail: • bank charges and additional management (monitoring recovery, mail and telephone costs of recovery, representation debit releases); • immediate suspension of the Services; • the automatic termination of the Agreement within thirty (30) days after the mailing by the Provider a notice by registered letter with acknowledgment of receipt been unsuccessful. ARTICLE 13. PROPERTY The Contractor is and remains the owner of the ownership rights to any element of the Application services and solutions available to the Customer, and more generally that of the IT infrastructure (hardware and software) implementation or developed under the Contract . The Agreement does not grant Customer any ownership rights over NUTRISOFT. The temporary provisioning NUTRISOFT in accordance with the Contract can not be analyzed as the transfer of any intellectual property right of the Client within the meaning of the French Code of Intellectual Property. The Customer agrees not to reproduce any element of NUTRISOFT or any documentation of, by any means whatsoever, in any form whatsoever and in any medium whatsoever. The Customer may only sell all or part of the rights and obligations under the Agreement, whether in the context of a temporary transfer, sub-license and any other contract for the transfer of those rights and obligations. ARTICLE 14. GUARANTEE OF EVICTION The Contractor represents and warrants: • Solutions that he developed are original within the meaning of the French Code of Intellectual Property, • he is the owner of all intellectual property rights that allow him to enter into the Agreement. The Contractor represents and warrants that the solutions are not likely to infringe the rights of third parties. ARTICLE 15. RESPONSIBILITY - MAJOR FORCE Each Party is responsible for the consequences of his faults, errors or omissions and mistakes, errors or omissions of any subcontractors and causing direct damage to the other Party. In addition, and in case of misconduct proven by the Client, the Contractor shall be required as compensation for pecuniary consequences direct and foreseeable damages due to the Services. Consequently, the Service Provider shall under no circumstances any liability for loss or indirect or unpredictable damage of the Customer or third parties, which notably includes any loss of profit, loss, inaccuracy or corruption of files or data, commercial loss, loss of revenue or profit, loss of goodwill, loss of opportunity, cost of obtaining a product, service or alternative technology, relationship or from the non-performance or the offending provision of the services. In all cases, the amount of liability of the Provider is strictly limited to reimbursement of the sums actually paid by the Customer on the date of occurrence of the liability generator, by mail user, per day interruption on average consumption last month. The Service can not, in addition, be liable for the accidental destruction of data by the Customer or a third party accessed the Application services using the Client Identifiers. The Contractor shall under no circumstances be held liable for any damages in case of injury caused by an interruption or decrease in service of the telecom operator, the electricity supplier or force majeure. ARTICLE 16. TERMINATION In case of failure by a Party to meet its contractual obligations, the Agreement may be terminated automatically by the other Party thirty (30) days after sending a letter of formal notice sent by registered mail with notice reception had no effect. The notice will indicate or shortcomings. In the event of termination, the customer will stop using all access codes Solutions and Application Services. ARTICLE 17. REVERSIBILITY Upon termination of the contractual relationship, whatever the cause, the Contractor undertakes to return free of charge to the first application of it by registered letter with acknowledgment of receipt within a period of fifteen (15 ) days of receipt of this request, all data belonging to it in a readable standard format without difficulty in an environment equivalent. The Customer will actively work with the provider to facilitate the recovery of data. The Service will ensure that the Customer can continue the operation of data without disruption, directly or with the assistance of another provider. During the reversibility phase, provider engagement levels will be reviewed. ARTICLE 18. COMMUNICATION AND ADVERTISING The Customer authorizes the Provider to quote the project and its main features in all document communication and advertising (brochures, record, website, CD-ROM and any other communication medium). As such, the Contractor will be permitted to include the brand and refer to Customer identification elements. ARTICLE 19. MISCELLANEOUS The invalidity, lapse, no binding or unenforceability of one or any of the stipulations of the Contract does not entail nullity, lapse, no binding or unenforceability of the remaining provisions, which retain their full effect. However, the Parties may, by mutual agreement, agree to replace the invalid or stipulations. The Contract is subject to French law, to the exclusion of all other legislation. For the execution hereof and their consequences, the Parties elect domicile respectively in their headquarters indicated in the header of the invoices. Any change of the head office or any address of the Parties shall be binding for the other Party that eight (8) calendar days after having been duly notified. In order to find a solution to any dispute arising in the performance of the Agreement, the Parties agree to meet within thirty (30) days from the receipt of a registered letter with acknowledgment of receipt notified by one of the two Parties. IF AT THE END OF A NEW PERIOD OF TWO WEEKS, THE PARTIES did not arrive NOT TO AGREE ON A COMPROMISE SOLUTION OR, will raise DISPUTE WITHIN THE JURISDICTION OF THE COURTS OF ARRAS, DEPARTMENT OF PAS-DE-CALAIS .