General Terms & Conditions of Sale and Use
Version of 31/10/2022
Preambule
LEEWAY, a simplified joint stock company with a capital of 12,254.18 euros, whose registered office is located at 13, rue Sainte Ursule - 31000 Toulouse, France, registered in the Toulouse Trade and Companies Register under number 881 239 800 (the « Company »), offers a tool for centralizing and managing contracts within companies on a secure digital platform.
All Users declare to have obtained from the Company and acknowledged all the information they consider necessary for the use of the Solution. The User acknowledges that he/she has assessed the appropriateness of using the various services, either directly or through his/her authorized representative.
The User further acknowledges that close and continuous cooperation between the parties agreeing to be bound by these General Terms and Conditions is necessary for the proper functioning of the Service, which is the subject of these General Terms and Conditions of Use (the « General Terms and Conditions »).
The Company intends to provide all Users with optimal use of the Solution, in accordance with the terms of these General Terms and Conditions.
1. Definitions
For the purposes of the General Terms and Conditions, the terms defined below shall have the following meaning between the Parties, in the singular as well as in the plural, and other terms may also be defined:
« Subscriber »: means individually and/or collectively the Client, the Manager(s) and/or the Collaborator(s).
« Client »: means any individual or legal entity, acting in the context of their professional activity and having signed a Quotation. The extent of its access to the Solution depends on the Quotation. The Client may designate Managers and/or Collaborators, acting in accordance with its instructions and whose number is determined by the Quotation. The Client shall be responsible for the actions of the Managers, Collaborators and Co-contractors.
« Co-Contractor »: means any individual or legal entity acting exclusively in a professional capacity, designated by the Subscriber to access a Document. The Co-Contractor has free access to the Platform and, depending on the task assigned to him/her by the Subscriber, may read the Document and/or comment on it and/or modify it and, if necessary, sign it.
« Collaborator »: means the entity designated as such by the Client and having access to the Solution via a Subscriber Account. The Collaborator shall act in accordance with the directives defined by the Manager and on behalf of the Client. In particular, the Collaborator may generate, read, edit and sign Documents in accordance with the instructions of the Manager. The Client is solely responsible for the choice of Collaborators and the duration of their access to the Solution. The Company is not required to verify the identity of Collaborators, monitor their activities or moderate uploaded Documents. The Company shall remove access to the Subscriber Account from any Collaborator designated by the Client within a reasonable period of time following any written request from the Client
« Subscriber Account »: means the personal space reserved for a Subscriber allowing access to the Solution by means of a login and an individual password and allowing him/her to access the Solution. The Client designates the Managers and Collaborators so that they can create a Subscriber Account on their behalf. Through this account, the Managers and Collaborators perform tasks on behalf of the Client.
« Quotation »: means the provisional invoice sent by the Company to the Client and accepted by the Client, specifying in particular the price of the Service and the functionalities made available.
« Document »: means any document uploaded by a Subscriber to the Platform. Each Document will be accessible by Users who have received authorized access to it. The User will be able to carry out actions on this Document that fall within his/her competence.
« Platform » or « Solution »: means the contract management tool made available to the Client by the Company and accessible at https://getleeway.com.
« Party »: means individually or collectively the Company and/or the User.
« Project »: means a set of Documents, gathered according to the wishes of the Subscriber wishing to organize his/her Subscriber Account.
« Manager »: means the entity designated as such by the Client and having access to the Platform on behalf of the Client via a Subscriber Account. The Manager undertakes the “configuration” in that he/she can establish binding procedures in the management of Projects, which will be imposed on Collaborators. He/she can also read, create, edit and sign Documents. Furthermore, the Manager is responsible for administering the Collaborators and Co-contractors: he/she adds them to the Platform, assigns them a quality, deletes them, etc. The Client is solely responsible for the choice of Managers and the duration of their access to the Platform. The Company is not obliged to verify the identity of the Managers, to monitor their activities or to moderate the Documents. The Company shall remove the access of any Manager designated by the Client to its Subscriber Account within a reasonable period of time following any written request from the Client
« Service »: means all the features provided by the Company and made available to the User under the Terms and Conditions, including the use of the Platform.
« User »: means any user of the Platform, including the Client, the Manager(s), the Collaborator(s) or the Co-contractors. Each of them acts exclusively in a professional capacity. In terms of hierarchy, the Client is the superior of the Manager, who is himself the superior of the Collaborator and the Co-contractor.
2. Purpose
The purpose of the General Terms and Conditions is to define the terms and conditions of use of the Platform by the User. They also provide a framework for the Company's obligations regarding the use of the Platform by the User.
In this context, the Company grants the User, under the conditions set forth in the General Terms and Conditions, the temporary, non-exclusive, non-sublicensable and non-transferable right to use, display and, more generally, access the Solution, for the duration of the General Terms and Conditions.
3. Entry into force - Duration
The General Terms and Conditions come into force as of the acceptance of the Quotation by the Client and govern the use of the Service. They shall end when the Client terminates its use of the Platform.
The General Terms and Conditions also govern the use of the Solution by Managers and Collaborators from the moment they create their Subscriber Account.
In the event of modification of the General Terms and Conditions, which the Company may proceed with by right, the modified General Terms and Conditions will come into force on the date of their publication on the Platform, provided that the Subscriber has been notified of these modifications. In case of substantial modification, the Subscriber is free to refuse the application of these General Terms and Conditions and to stop using the Service.
Continued use of the Platform by the Subscriber so informed shall be deemed to have been made by consenting to the new version of the General Terms and conditions.
4. Preparation of the Quotation
The Company offers the Client a Quotation, which must be accepted by the Client in order to access the Solution.
A supplementary quotation may be drawn up between them according to the Client's specific requests and needs.
The contractual documents are, in decreasing order of priority:
the Quotation and any amendments thereto
the General Terms & Conditions
5. Terms and Conditions of the Service
5.1 Description of the Service
The Service consists of a contract management solution that allows, in particular:
the possibility for the User to create a Subscriber Account on the Solution,
the possibility for the User to generate new Documents,
the possibility for the User to send and receive Documents to and from external Co-Contractors,
the possibility for the User to sign Documents online,
the possibility for the User to archive signed Documents,
the possibility for the User to receive reminders when signed Documents are due,
the possibility for the User to connect his Subscriber Account to third party tools.
5.2 Access to the Solution
In order to subscribe to the Quotation, the Client declares to have obtained and acknowledged the technical prerequisites necessary for the use of the Service and the Platform and declares that it accepts them as prerequisites for the provision of the Service.
Access to the Solution is available to the Client as well as to any Manager and Collaborator chosen by the Client for the number of Subscribers defined by the Quotation. The Manager may also designate the Collaborators who will act in accordance with his/her instructions.
The Co-contractor accesses the Documents for which it is designated by the Subscriber and performs the task assigned to it.
5.3 Opening and configuration of the Subscriber Account
The Company authorizes the Client to access the Solution by creating a Subscriber Account. Managers create a Subscriber Account in their name to perform the tasks entrusted to them by the Client. The Collaborators, thus designated by the Client or by the Manager, create a Subscriber Account to carry out the tasks assigned to them by the latter.
Each Subscriber Account corresponds to a login and password chosen by its holder.
If a Subscriber Account is inactive for a period of two (2) years, the Company reserves the right to deactivate it.
Once the Company has validated the Client's access to the Solution, the Client shall designate on its Subscriber Account the Managers, Collaborators and Co-Contractors with whom it intends to collaborate on the Platform. The Client may then freely add or remove the latter, in the number specified in the Quotation, depending on the Projects created. The Manager may add or delete Collaborators and/or Co-Contractors.
Only Subscribers have a Subscriber Account. The Co-Contractor accesses the Solution only to carry out the mission entrusted to him/her; in this capacity, he/she does not have a Subscriber Account.
The login and passwords are strictly confidential and personal. The User undertakes in this respect to take all necessary measures to ensure their confidentiality and not to disclose the login details and passwords to third parties. Failing this, the Company shall not be held liable in the event of fraudulent use of this information.
In case of loss or forgetfulness of the login and/or password, the User may request the reset of this information from the Platform.
In the event that the Subscriber notices an abnormal or fraudulent use of his/her login and password, he/she must notify the Company as soon as possible.
The Company reserves the right, at any time and at its sole discretion, to suspend or remove access to the Solution, to the Subscriber's Account and/or to take any measures against a User, in case of violation of any of the obligations provided for in the General Terms and Conditions.
5.4 Use of the Solution
The Manager acts in accordance with the Client's instructions. He/she is responsible for setting up and controlling the procedures that he/she defines on the Platform and that will be imposed on the Collaborators and Co-contractors. For example, the Manager may require validation of a Document before any new action on it (modification, sending, etc.). The Manager may thus define stages in the development of Projects that will be subject to his/her control. The Manager may also create, revise, approve and sign Documents. The Collaborator acts in accordance with the directives of the Manager. In this capacity, he/she may in particular read, create, edit and sign Documents.
The Co-contractor may read and/or comment on and/or edit Documents sent to him/her by a Subscriber, to the extent granted by the latter. If necessary, he/she may sign the Documents.
The Users responsible for signing the Documents perform this task via a secure electronic signature platform. The Company uses the DocuSign platform. In order to provide a genuine signature on Documents, Subscribers must link their DocuSign account to their Subscriber Account. By doing so, the Subscriber agrees to be bound by the terms and conditions governing the use of the electronic signature platform.
The Subscriber is obliged to:
provide accurate, sincere, up-to-date and complete information when creating a Subscriber Account, and
update without delay the information provided when creating a Subscriber Account if it changes.
The Company shall not be held liable for any change in a Subscriber's situation or for any erroneous information concerning the Subscriber of which it has not been informed.
More generally, the User is obliged:
not to divert the purpose of the Platform and the Service, in particular to commit crimes, offenses or contraventions punishable by law,
not to use the information on the Platform for use by a site competing with the Company, and
to use the Solution in accordance with the purpose described in the General Terms and Conditions.
Once connected to the Platform, the Subscriber uploads and creates the Documents he/she wishes to use from the Platform. These Documents may be classified by the Subscriber in the form of Projects.
In particular, the Quotation sets a defined number of Documents that the Client may manage on the Platform, either via its Subscriber Account or the personal Subscriber Account of its Managers and Collaborators. When the Client reaches this limit, the Subscriber linked to the Client will not be able to add additional Documents to the Platform or create new Projects. The Client will be able to add add additional Documents for a flat fee.
The Solution allows the centralization, analysis and management of Documents. Parameters for monitoring the Documents are provided on the Platform. For example, the Solution offers automatic reminders on the deadlines of the Client’s Documents, successive versions of the Projects modified by the authorized Subscribers are recorded on the Platform, etc.
The Client declares that it has subscribed to the Solution, as effectively accessible at the time of the first subscription and according to the characteristics described on the Company's website at that date. The Client agrees that use of the Solution is not contingent upon the delivery of any future functionality or features, or dependent upon any public, oral or written comments made by the Company regarding future functionality.
6. Obligations of the parties
6.1 User's Obligation
The User undertakes:
to cooperate with the Company in the implementation of the Service and to provide the Company with all necessary information in a timely manner for this purpose,
to promptly inform the Company in writing of any unauthorized access or use of the Service,
to obtain and maintain appropriate equipment and ancillary services necessary to use, connect to or access the Service,
not to interfere with or disrupt the integrity or performance of the Service or the third-party technology contained therein,
not to attempt to gain unauthorized access to the Solution or its related systems or networks,
not to permit direct or indirect access to the Service to anyone in a manner that circumvents any usage or capacity limitation of the Service,
not to make any copy or backup of all or part of the Solution, nor to assign all or part of the right to use the Solution to any third party,
not to authorize the use of the Service by any third party, with the exception of the Co-contractor designated by the Subscriber, to use the Company's intellectual property rights, and
not to alter, delete or obscure any copyright, patent, or other proprietary or confidentiality notices relating to the Service.
Subscriber is responsible for establishing regular backup procedures for his/her data and Documents.
The Client agrees to obtain and maintain all necessary consents to allow the Company to process its personal information and that of the Managers, Collaborators and Co-contractors for the purposes set out in the Service and the General Terms and Conditions.
6.2 Obligations of the Company
The Company undertakes:
to provide the Service in accordance with the General Terms and Conditions and the Quotation,
to use its best efforts to provide the User with continuous access to the Service and the Solution for the duration of the General Terms and Conditions,
to provide the Client with the technical assistance necessary for the use of the Service in accordance with Article 8, and
to maintain administrative, physical and technical backups for the protection, security and integrity of the information and Documents that Subscriber stores on the Platform.
If the Client is responsible for the backups of its Documents and Projects, the Company also undertakes to make regular backups of the Documents, it being specified that the Company remains the sole judge of the correct frequency of backups made by it.
At the express request of the Client, the Documents and Projects will be deleted by the Company at the end of the use of the Service by the Client.
The Company undertakes to provide the Client with the protections guaranteed by the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. The Company is subject to a personal data protection policy with respect to the Client that can be accessed at https://getleeway.com/en/privacy.
7. Responsibility
7.1 Responsibility of the Client
The Client is responsible for any legal declarations or obligations incumbent upon it.
The Client warrants the Company against any claim arising from the Documents owned by the Client or the use of the Service by the Client in breach of the General Terms and Conditions.
The Client warrants to the Company the full and complete enjoyment, free of any servitude, of the Documents provided to it for the performance of the Service. The Client warrants the Company against any disturbance, claim, eviction or any action for infringement or unfair competition by a third party.
Furthermore, the Client warrants to the Company that the Documents it transmits and the services it requests in application of the General Terms and Conditions do not infringe any national or community regulation.
7.2 Responsibility of the Company
The Company is responsible for the services it performs for the provision of the Service.
Given the nature of the Service, the Company is subject to an obligation of means for the performance of its contractual obligations.
The use of the Solution is granted "as is" without any assurance of any kind, express or implied, as to its quality, performance or results.
The Client acknowledges having been able to assess the capabilities of the Solution and its specificities, including technical specificities, prior to subscribing to the Service. The Client may not demand the implementation of new features or developments.
The Company shall only be liable in the event of a fault or failure on its part proven by the Client.
The Company does not act in an advisory capacity unless separately agreed. The Company's duty to advise for the purpose of performing the Service is strictly limited to a duty to assist as contemplated in Article 8 below.
The Company shall not be liable for any failure to perform the Service for which it is not at fault and which is caused by factors beyond its control, including but not limited to:
an error in the Documents provided by the User,
due to the hardware and/or software used by the User,
the destruction of the Documents as a result of errors made by the User,
telecommunication problems beyond the control of the Parties that prevent the normal execution of the Service, or
force majeure or a circumstance beyond the control of the Service.
The Company is only responsible for direct damage caused by itself, its employees and/or its possible subcontractors. The Company shall not be held liable for indirect damage and/or damage caused by its service providers. For example, the Company shall not be held liable for indirect immaterial damages, such as loss of customers, loss of turnover, loss of production or margin.
To the extent permitted by law, the Company shall not be liable for any damages arising from the User's use of the Service not in accordance with these General Terms and Conditions.
In any event, the cumulative amount of damages to which the Company could be ordered is expressly limited to the sums actually received by the Company for the provision of the Service for which it has been held liable over the six (6) months preceding the first incident giving rise to the liability. As an exception to this principle, and pursuant to Article 82 of the General Data Protection Regulation 2016/679 of 27 April 2016 (known as the "GDPR"), the Company will be required to compensate the entirety of the loss suffered by the User if this loss results from a breach of the legal or contractual obligations in terms of data protection incumbent on the Company.
8. Assistance
The Company will make its best efforts to provide the Client with assistance to enable it to make optimal use of the Service.
This assistance will consist of answering the Client's requests made in particular via the "Help" section available on the Platform. This assistance concerns possible malfunctions of the Solution, reproducible and not attributable to misuse or modification of the access or configuration of the Solution by the Client or any other person, whether authorized or not.
The response times for the personalized assistance offered vary according to the subscription taken out by the Client in accordance with the Quotation.
The cost of this service is included in the cost of the subscription to the Service in accordance with the Quotation, excluding the cost of telephone communications, which are the sole responsibility of the Client.
The following items are excluded from the assistance obligation to which the Company agrees to be subjected to:
the personalization of the Subscriber's Account,
the assistance and training of the Client in the installation or configuration of the digital equipment required to use the Solution,
the malfunctions related to the Client's Internet connection or the software used by the Client, which are the sole responsibility of the Client, and
any problem resulting from use of the Solution not recommended by the Company or caused directly or indirectly by an error or omission by the Client.
In addition, the Company shall use its best efforts to:
ensure the preventive and corrective maintenance of the Solution and its hosting infrastructure in order to guarantee the proper functioning and durability of the Solution,
correct incidents notified by the Client or detected by the Company and keep the Client regularly informed of the status of correction of incidents until they are finally resolved,
make available to the Client, at no additional cost, updates and new versions of the Solution, whether these are updates or new versions intended to implement corrective patches, integrate new functionalities or technological improvements into the Solution or adapt the Solution to legislative or regulatory changes applicable to the functional area of the Solution, and
proceed, after each maintenance intervention, with tests to verify the proper functioning of the Solution.
In the event that the reported anomaly is proven and requires an intervention, the Client shall perform all necessary procedures and tests, without delay, according to the Company's instructions and shall report the results to the Company's technicians without delay. In the event of a proven anomaly, the Company undertakes to analyze the reported anomaly as soon as possible. Following the examination of all the information transmitted by the Client, the Company may proceed to modify the Solution in order to remedy the anomaly. If necessary, the Company will send the Client a commercially reasonable solution to the malfunctioning of the Service.
9. Ownership
9.1 Ownership of Documents
The Client represents and warrants that it owns and retains ownership of the Documents. The Company shall not communicate the content of the Documents to any third party other than the Co-contractors designated by the Subscriber, or for purposes unrelated to the Service.
The Client warrants that the Documents do not infringe on the rights of third parties and warrants that it has obtained and retained all necessary consents to allow the Company to process the Documents for the purposes set forth in the Service and the General Terms and Conditions.
For the performance of the Service, the Client grants the Company, on a non-exclusive basis and for the duration of the present General Terms and Conditions, the right to reproduce on any medium, process by any means, adapt, select, extract, integrate, mix with other data the Documents, worldwide. The Company shall use the Documents thus entrusted exclusively in accordance with the purposes of the Service.
9.2 Ownership of the Solution and license to use it
The Company is and remains the owner of the intellectual property rights relating to the Solution made available to the User and grants the User a license to use it under the terms set out below.
The Company grants the User, on a non-exclusive basis, for the entire world, the right to access and use the Solution for the purposes for which the Solution is to be used.
The right to use means the right granted to the User to represent and display the Solution and to remotely execute all or part of the functionalities of the Solution in accordance with its purpose, in SaaS mode through a connection to an electronic communication network.
This license automatically extends to any updates, upgrades and other associated deliverables.
The Client may authorize any third party to access and use the Solution in the capacity of Manager, Collaborator or Co-contractor, in accordance with the Quotation, if the latter has been entrusted by the Client with the performance of tasks on its behalf requiring access to the Solution. The Manager may also designate the Collaborators and Co-Contractors and control their action.
No rights other than those expressly referred to in this article are granted to the Client. The source codes of the Solution remain the property of the Company.
The User undertakes not to adapt, modify, translate, transcribe, arrange, compile, decompile, assemble, disassemble, transcode or reverse engineer all or part of the Solution.
10. Financial conditions
Access to the Solution and the price of the Service are based on the Quotation as accepted by the Client.
All prices indicated on the Company's documents or website are expressed in Euros on a tax-free basis. In accordance with the legal and regulatory provisions applicable to the services, the prices will be increased by the value added tax at the current rate.
Payment shall be made in arrears according to the schedule agreed between the Company and the Client, in accordance with the Quotation.
Payment shall be made either:
by bank transfer, to the Company's account whose Bank Account Statement appears on the invoice,
or by credit card, through a secure payment platform provided by Stripe, it being specified that confidential banking data are directly transmitted encrypted on the server of the Company's bank.
In the event of non-payment on the due date, interest on overdue payments of 3 times the legal interest rate per day of delay shall be payable by the Customer by operation of law. The legal interest rate is defined as the interest rate of the European Central Bank at its most recent refinancing operation plus 10%. A fixed indemnity of 40€ shall also be due for collection costs.
The Company reserves the right to unilaterally modify its prices at any time. The Client having subscribed to a subscription before this price change continues to benefit from the price terms agreed in the Quotation until the end of the subscription. At the end of the subscription, and if the Client wishes to renew it, the new rates will be applicable to it by right, in accordance with the new Quotation which will bind them.
The Company reserves the right to refuse or cancel any order from a Client, in particular in the event of the Client's failure to comply with the payment obligation or, more generally, in the event of use of the Platform contrary to the General Terms and Conditions.
11. Availability of the Platform and the Service
The Company undertakes to make its best efforts to ensure that the Solution and the Service are available 24 hours a day, 7 days a week, without interruption other than the suspensions expressly provided for by the Company and accepted by the Client, or resulting from an event beyond the Company's control.
The attention of the Client, and more generally of any User, is specifically drawn to the fact that the Solution, like any computer application, is susceptible to malfunctions, anomalies, errors or interruptions for various reasons. The Company will make its best efforts to ensure that these events, which are inherent to the nature of the Platform and beyond the Company's control, do not hinder the normal use of the Service by the Client.
12. Electronic signature
As part of the Service, the Company facilitates for the Client the electronic signature of Documents by Users (the "Signatures"). The User hereby acknowledges that:
the Signatures shall be considered legally binding, each of the Parties agreeing to recognize such electronic signature as having the same value as its handwritten signature and as enabling the specific date to be established;
the Company is not responsible for the validation of such Signatures or the identity of the signatories; and
the Company shall not be liable for any damages and/or losses whatsoever, whether direct or indirect, caused by or arising out of the total or partial invalidity of any Signature created through the Service.
The Signatures meet the definition of "electronic signature" under Regulation (EU) No. 910/2014 on electronic identification and trust services for electronic transactions in the internal market, (EIDAS).
The Client acknowledges that various types of contracts may not be validly executed by means of electronic signatures or may be subject to specific formalities, or storage and retention or information provision requirements imposed by law.
It is the responsibility of the Client, not the Company, to determine the extent to which these requirements apply to its own business activities.
13. Site hosting
The Company hosts the Client's information on its information system via Amazon Web Services, Inc. on servers located in France.
The Company may change its hosting site. Any change made within the European Union will be free. A change of hosting site outside the European Union will be subject to notification to the Client. The Company undertakes to guarantee the Client a level of data protection equivalent to the rules induced by the General Data Protection Regulation.
14. Termination of the general Terms and Conditions
Any period fixed by the Quotation started is due by the Client in its entirety.
Termination at the Client’s initiative is effective after a notice period set out in the Quotation.
Any termination of the subscription at the Client's initiative, or due to a breach of its contractual obligations, will not give rise to any reimbursement of the price paid by the Client to the Company, nor to any compensation.
The Company reserves the right, at its sole discretion, to terminate the subscription of any Client at any time, without notice. Such termination shall be without prejudice to any damages that the Company may claim as compensation for the User's breach of the General Terms and Conditions.
Whatever the reason for the termination of the subscription, it shall put an end to the Client's access rights to the Service, the Platform and its Subscriber Account.
If the Client is solely responsible for saving its Documents and Projects before the end of its subscription, the Company grants the Client a period of thirty (30) days, starting from the termination of the subscription, during which it may send a request to the Company in order to recover its Projects, Documents and any information it has entered on the Platform.
15. Assignment
The Company may assign to any legal entity of its choice, all or part of the rights and obligations defined in the General Terms and Conditions, provided it informs the Client.
16. Confidentiality
The Parties undertake to keep confidential the elements exchanged within the framework of the Service.
In particular, the Company undertakes to keep the Documents confidential for the entire duration of its relationship with the Client for the performance of the Service, and to communicate them only to persons authorized by the Client or in accordance with the purposes of the Service.
17. Force majeure
Cases of force majeure will suspend the execution of the General Terms and Conditions.
If the cases of force majeure last for more than three (3) months, the General Terms and Conditions will be terminated at the first request of the Company or the Client.
The following are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals : total or partial strikes, internal or external to the Company, lock-outs, bad weather, epidemics, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes in forms of marketing, total or partial blockages of telecommunication networks and services, and any other event beyond the express control of the Parties preventing the normal performance of the General Terms and Conditions.
18. Advertising
The Client expressly authorizes the Company to quote and reproduce free of charge its logo, brand or corporate name, as well as the general description of the relationship between the Parties, for advertising or marketing purposes, on any medium (in particular the Internet), both in France and abroad, for the duration of the contractual relationship.
19. Good faith
The Parties agree to perform their obligations in good faith.
20. Titles
In case of difficulties of interpretation resulting from a contradiction between any of the titles appearing at the head of any of the clauses, the titles will be declared non-existent.
21. Independence
The Company and the Client acknowledge that they are each acting on their own behalf as independent contractors and shall not be considered as agents of each other.
The General Terms and Conditions does not constitute an association, franchise or agency given by any of the aforementioned entities.
Neither the Company nor the Client may make any commitment in the name and on behalf of the other.
Furthermore, the Company and the Client remain solely responsible for their actions, allegations, commitments, services, products and personnel.
22. Nullity
If one or more provisions of the General Terms and Conditions are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other provisions shall retain all their force and scope.
23. Tolerance
The Parties mutually agree that the fact that one of the Parties tolerates a situation does not have the effect of granting the other Party acquired rights.
Furthermore, such tolerance shall not be construed as a waiver of the rights in question
24. Imprevision
The Parties declare that they, each for what concerns it, bear the risk of occurrence, during the duration of the General Terms and Conditions, of a change of circumstances unforeseeable at the time of the conclusion of the General Terms and Conditions and thus renounce to take advantage of the provisions of article 1195 of the Civil Code in such a case.
25. Insurance
The Company declares that it has taken out and undertakes to maintain with insurance companies that are known to be solvent, insurance policies covering its liability towards the Client and third parties not connected with the Service for any physical, material or immaterial damage.
The liability insurance certificate, the cyber insurance certificate and the environmental liability insurance certificate shall be sent to the Client upon request.
These insurance certificates shall specify in particular:
the list of activities covered,
the details of the guarantees and the amounts covered,
details of the deductibles applicable to all the guarantees subscribed to, and
the limits of territoriality.
26. Applicable law, Language and jurisdiction
The General Terms and Conditions are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
In the event of a dispute, and after an attempt to find an amicable solution, jurisdiction is expressly granted to the competent courts of the Company's registered office to hear any dispute relating to the General Terms and Conditions. All documents of any kind exchanged electronically or not between the Parties are binding, including the acceptance of the General Terms and Conditions.
27. Domiciliation
For the execution of the General Conditions, the Parties elect domicile at their respective registered offices.
Any change of domicile by one of the Parties shall only be enforceable against the other upon the expiry of a period of fifteen (15) calendar days from the receipt of the notification made by electronic means or by registered letter with acknowledgement of receipt .
