Terms of use

1. Subject

These general terms and conditions of service (hereinafter referred to as the "General Terms and Conditions") govern the contractual relationship between SOLYPSE, a limited liability company registered with the Paris Trade and Companies Register under number 749 814 133, whose registered office is located at 14 RUE CHARLES V, 75004 PARIS ("SOLYPSE") and the customer identified in the Quotation (the "Customer").

SOLYPSE offers Customers access to a platform that is made available to its users in "Software as a Service" (SaaS) mode on the following website: app.equanim.eu (hereinafter referred to as the "Platform" or the "Solution") and offering a list of tools for data automation and processing (hereinafter collectively referred to as the "Services").

The Services are presented on the SOLYPSE website accessible at the following link: www.equanim.eu (hereinafter: the "Site").

The Services are identified in the applicable Quote or on the Platform according to the plan selected by the Customer.

These General Terms and Conditions apply without restriction or reservation to any Quote accepted by the Customer and, together with said Quote, constitute an indivisible agreement (the "Contract"). In the event of any contradiction, the provisions of the Quote shall prevail over these General Terms and Conditions. In the event of any contradiction between different Quotes, the most recent document shall prevail over the older ones.

The Agreement shall prevail over any other general or specific terms and conditions not expressly agreed to by SOLYPSE.

2. Access to Services and legal capacity

More specifically, the Services are accessible to:

Any natural person with full legal capacity to commit to these general terms and conditions. Natural persons who do not have full legal capacity may only access the Services with the consent of their legal representative.
Any legal entity acting through a natural person with the legal capacity to enter into contracts in the name and on behalf of the legal entity.

3. Ordering the Services and acceptance of the General Terms and Conditions

3.1

Prior to any provision of Services, it is the Customer's responsibility to provide SOLYPSE with the relevant information and documents to enable it to identify its needs and expectations. SOLYPSE will draw up a Quotation on this basis.

3.2

Unless otherwise stated, the Quotation issued by SOLYPSE shall be valid for 30 calendar days from the date of issue. Clients wishing to order the Services must sign the corresponding Quotation within the above period, by any means, including by means of an electronic signature process.

This acceptance may be followed, where applicable, by the issuance of a purchase order by the Client, such purchase order being non-binding and having no impact on the Agreement as defined above.

3.3

Any validation of a Quotation, whether express or implied, implies full and complete acceptance of the General Terms and Conditions, in the version in force on the date of the Quotation concerned.

Any acceptance subject to conditions shall be considered null and void. Clients who do not agree to be bound by these general terms and conditions must not order Services from SOLYPSE.

3.4

In the event of a change to the initial Services or a new order, a new Quotation shall be drawn up. The provisions of this new Quotation shall prevail over those of the previous one.

3.5

Services may also be subscribed to directly online without the need for a prior Quotation or Purchase Order. Where applicable, acceptance of these terms and conditions may also be indicated by ticking a box on the Platform's registration form.

Such acceptance must be full and complete. Any acceptance subject to conditions shall be deemed null and void. Customers who do not agree to be bound by these terms and conditions must not access the Services.

4. Description of the Services

The Services subscribed to by the Customer are described in the Quote or on the Platform and are strictly limited to its content. The Customer shall be informed of any additional tasks or services, and must give their prior consent.

The Services available on the Platform include, but are not limited to, data quality control, data synchronisation, data matching and document processing.

The available Services are described in more detail in the applicable Quote or on the Platform, where applicable.

The support provided shall not be interpreted or construed as a guarantee of compliance with any regulatory or legislative text relating to data processing or quality control; the Client remains solely responsible for its use of the Services.

The contractual relationship between the Parties shall be formalised by the Customer's signature of the Quotation based on the study of the Customer's needs. The validity of the Quotation implies the Customer's prior, express, full and unreserved acceptance of these General Terms and Conditions.

4.1 Provision of the Platform

Choice of and access to the Services and the Solution

As an essential prerequisite, the Customer is informed that they must have equipment that provides internet access.

The Customer may access the Platform interface and benefit from the various Services offered.

The Customer may access their interface at any time after logging in using their access codes. The Customer undertakes to use the Services personally and not to allow any third party to use them in their place or on their behalf, except to bear full responsibility for doing so.

They are also responsible for maintaining confidentiality and must ensure the security of their access codes, as any access to the Interface using these codes is deemed to have been made by the Customer. The Customer must immediately contact SOLYPSE if they notice that their interface has been used without their knowledge. They acknowledge SOLYPSE's right to take all appropriate measures in such cases.

The Customer remains solely and exclusively responsible for the data entered via the Solution and indemnifies SOLYPSE against any claims in this regard.

If applicable according to the chosen plan, it is the Customer's responsibility to select the users (hereinafter referred to as the "Users") who have access to the Solution, within the maximum number that may be provided for, and to designate, from among them, the person or persons who will be responsible for administering the Solution (hereinafter referred to as the "Administrators").

Once user accounts have been opened, users have access to a personal space that allows them to manage their use of the Solution and Services.

Platform user licence

SOLYPSE grants the Customer, worldwide and for the agreed term (as specified in the Quotation/order form or on the Platform), a non-exclusive, personal and non-transferable licence to use the Platform, in its version existing on the date hereof, as well as its technical documentation, in SaaS mode, for the sole purpose of using the Platform and providing the Services.

If technically possible, any request by the Customer to modify the Platform settings and/or add new services and/or new features shall be subject to a new Purchase Order or Quotation, as described in the article "Ordering Services and acceptance of the general terms and conditions".

The above licence is granted solely for the purpose of the Customer's use of the Platform, in accordance with the terms and conditions described herein, and for its own needs.

The Customer shall therefore refrain from:

Reproducing, arranging or adapting all or part of the Platform;
Engaging in any form of commercial exploitation of the Platform with third parties;
Transferring, supplying, lending or renting the Platform, granting sub-licences or other rights of use, or more generally, communicating all or part of the Platform to a third party or an affiliated company;
Integrating all or part of the Platform into any computer system or other software solution other than those provided for in this Agreement;
Transmitting the Platform electronically, networking it, particularly on the internet, outside the Platform, or distributing it in any other form without the prior written authorisation of SOLYPSE.

The right of use is granted to the Customer only subject to full payment of the prices agreed in the "Financial Conditions" section of this Agreement.

Maintenance

The purpose of corrective maintenance is to correct, during the term of the Agreement, any anomalies detected on the Platform, understood as bugs or malfunctions thereof (hereinafter: the "Anomalies").

The Customer may report any Anomalies to SOLYPSE by email to the following contact address: support@solypse.com, and provide as much information as possible, in particular the difficulties encountered and the circumstances in which they occurred, so as to enable SOLYPSE to characterize the incident.

SOLYPSE shall make every effort to diagnose and correct the Anomaly, in particular by checking whether it originates from the Platform. SOLYPSE shall make every effort to inform the Customer by email of the results of this diagnosis as soon as possible after the Anomaly has been reported.

SOLYPSE undertakes to provide the Customer, during the term of their agreement as defined in the "Term" section, with upgrades and updates to the Platform, the nature and frequency of which shall be at SOLYPSE's sole discretion.

Support

Apart from Anomalies and for any questions related to the use of the Platform, a technical support service, consisting of assistance and advice, may be provided to the Customer. The technical support provided by SOLYPSE is directly accessible by email at support@solypse.com.

Depending on the identified need, SOLYPSE will estimate the time required for its response and the nature of that response and will keep the Customer informed.

Updating the Solution

SOLYPSE undertakes to provide the Customer, during the term of the Agreement, with all improvements to the Platform's functionalities relating to its ergonomics, speed of execution or efficiency, and/or any revisions aimed at introducing minor extensions to the Platform (the "Updates").

The nature and frequency of these Updates shall be at SOLYPSE's sole discretion.

Updates may be carried out automatically and without prior notice, which the Customer expressly accepts.

Other services

Any order relating to additional Services shall be subject to a specific purchase order or quotation.

SOLYPSE reserves the right to offer any other service it deems useful, in the form and according to the functionalities and technical means it deems most appropriate for providing said services.

4.2 Hosting

SOLYPSE undertakes to provide, under the terms of an obligation of means, hosting for the Platform in accordance with industry standards and state-of-the-art technology, on its own servers or through a professional hosting provider operating in accordance with industry standards and state-of-the-art technology.

In this context, SOLYPSE undertakes to provide the Customer with sufficient storage and processing capacity within the framework of the Services, in accordance with industry standards and state-of-the-art technology.

SOLYPSE undertakes to implement all the technical means, in accordance with the state of the art, necessary to ensure the security of and access to the said services relating to the protection and monitoring of infrastructure, control of physical and/or immaterial access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.

In the event of a malfunction or failure, SOLYPSE shall make every effort to restore the Platform to working order.

4.3 Other Services

Under the terms of the Quotation, SOLYPSE may also provide other specific Services.

5. Duration

The Agreement shall apply for the duration specified in the Quotation or on the Platform in the case of a Subscription (as defined below).

6. Financial Conditions

6.1 Price of Services

The prices of the Services are indicated in the Quote or on the Platform, in euros and excluding taxes.

Access to the Platform is offered according to the terms and conditions indicated in the Quote or on the Platform and on the basis of credits that give access to a specific use available on the Platform.

The granting of credit to the Customer may result from the subscription (hereinafter: "Subscription") chosen by the Customer or according to a "one-off" or "single" pack system purchased by the Customer (hereinafter: the "Pack").

The Subscription gives access to a number of credits identified in Appendix 1 hereto and begins on the date of signature of the Quotation (except in specific cases), subject to payment of the price in accordance with the article "Financial Conditions", for an initial term indicated on the Quotation or on the Platform (hereinafter: the "Initial Period").

By default and unless otherwise specified in the Quote, the Initial Period of the Subscription is one (1) month or one (1) year.

If the Subscription is not cancelled/terminated on the Platform within 5 (five) days (if monthly) or 1 (one) month (if annual) prior to the anniversary date of said renewal, it shall be tacitly renewed for successive monthly/annual periods.

Any Period that has begun is payable in full.

Credits from the Subscription have a limited validity period of one (1) month. Credits granted by the Subscription are renewed each month from the start of the new subscription period in question.

The Customer may modify the applicable Subscription plan directly on the Platform or by contacting SOLYPSE by any means.

If the Customer wishes to benefit from a "one-off" or "single" Pack, the uses granted are indicated in Appendix 1 hereto. In this case, the credits from the Pack will have a limited validity period of six (6) months.

In any event, the price of the Services includes the total and final price for the granting of intellectual property rights over all the Deliverables indicated in the Quote provided for in the "Intellectual Property" section, this price being fixed on a flat-rate basis in accordance with Article L.131-4 of the Intellectual Property Code.

6.2 Invoicing and payment terms

Invoicing and payment terms are indicated in the Quote or on the Platform.

Subscription Services are, by default, subject to direct debit, payable according to the terms indicated in the Quote/Platform or, by default, on a monthly basis.

In the event of a change in billing terms, prior notice will be given to the Customer.

The Customer guarantees SOLYPSE that they have the necessary authorisations to use the chosen payment method, in particular the direct debit of the Subscription (if applicable).

6.3 Price revisions

The price of the Services (Subscriptions and Packs) may be revised by SOLYPSE, applicable to subscriptions from the tacit renewal of the agreement in accordance with the terms set out in the "Duration" section.

SOLYPSE undertakes to inform the Customer of any price changes in writing, at least one (1) month before the new prices come into effect.

If the Customer does not accept the new prices, they must terminate the agreement subject to the notice period provided for in the "Term" section in order to prevent its tacit renewal.

The Customer shall be deemed to have accepted the new prices if they use the Services after they come into effect.

6.4 Late and non-payment

The Customer is informed and expressly accepts that any delay in payment of all or part of a sum due on its due date shall automatically result, without prejudice to the provisions of the article entitled "Penalties for breaches", and from the day following the payment date shown on the invoice, in:

the forfeiture of the term of all sums owed by the Customer and their immediate enforceability;
the immediate suspension of the Services in progress until full payment of all sums owed by the Customer;

Invoicing for SOLYPSE:

for Customers who are consumers within the meaning of the Consumer Code: late payment interest at a rate of 1.5 (one and a half) times the legal interest rate, calculated on the total amount owed by the Customer;
for other Customers: late payment interest at a rate of 3 (three) times the legal interest rate, calculated on the total amount owed by the Customer, and a fixed compensation of 40 (forty) euros for recovery costs, without prejudice to additional compensation if the actual recovery costs incurred exceed this amount.

7. Right of withdrawal

Subject to meeting the conditions of the Consumer Code, the Customer, as a consumer, is informed that they have a right of withdrawal for a period of fourteen (14) days from the date of signing the Quotation.

They may exercise this right by sending SOLYPSE, at the address mentioned in the header of this document, before the expiry of the aforementioned period, a withdrawal form, a template of which is reproduced in the appendix to this document, duly completed, or any other unambiguous statement expressing their wish to withdraw.

The Customer may also express their intention to waive this right before the expiry of the withdrawal period. In such a case, they must expressly waive their right of withdrawal, which may therefore not be exercised, in accordance with Articles L.221-28 3° and L.221-28 5° of the French Consumer Code.

Consequently, in this case, the Customer expressly waives their right of withdrawal, which cannot therefore be exercised, in accordance with Articles L.221-28 3° and L.221-28 5° of the Consumer Code.

8. Customer obligations

8.1

The Customer undertakes to provide SOLYPSE with all the necessary documents, elements, data (e.g. manual file import or automatic data flow) and information and, more generally, to cooperate actively with SOLYPSE with a view to the proper performance of the agreement.

8.2

The Customer undertakes to process only data of which it is the owner and/or for which it has an explicit right of use. It indemnifies SOLYPSE against any claims in this regard.

8.3

The Customer is solely responsible for all documents, elements, data, content, models and information that it provides to SOLYPSE and, in particular, for their accuracy and completeness. It guarantees that it has all the necessary rights and authorisations for their use within the framework of the agreement.

8.4

The Customer is solely responsible for complying with the laws and regulations applicable to its activity. Consequently, the Customer may not under any circumstances seek to hold SOLYPSE liable or claim any guarantee in this respect.

It is the Customer's responsibility to regularly update its IT equipment to ensure that it complies with the applicable regulations; SOLYPSE may not under any circumstances be held liable in this respect.

8.5

The Customer undertakes to inform SOLYPSE without delay of any difficulty in performing the agreement of which it may be aware, in order to enable SOLYPSE to take appropriate measures.

8.6

The Customer declares that, prior to signing this agreement, they have received from SOLYPSE all the advice, instructions and details necessary to enter into this agreement in full knowledge of the facts, and that, prior to signing this agreement, they have had sufficient discussions with SOLYPSE to ensure that the Services meet their expectations, needs and constraints (in particular regarding access to the Platform in SaaS mode).

8.7

The Customer is solely responsible for the use it makes of the Services. It is the Customer's responsibility to verify that the Services are appropriate for its specific needs.

Consequently, the Customer remains solely responsible for its decisions, relationships, brand image and communications with third parties.

8.8

The Customer shall cooperate fully in the proper performance of this Agreement and undertakes:

to take into account the advice and warnings given by SOLYPSE;
to provide SOLYPSE with all documents, information and details necessary for the performance of the Services;

It is further specified that the Customer shall be solely and fully liable for all third-party service providers, without limitation, depending on the role and conditions of intervention of said service providers (hosting providers, all providers of IT and technological services and solutions of any kind) with whom it has collaborated or intends to collaborate, without SOLYPSE being held liable in any way as a result of such collaboration.

8.9

The Customer undertakes to provide SOLYPSE with a designated contact person for the entire duration of this agreement. SOLYPSE shall not be held liable in any way if said contact person is unavailable.

8.10

SOLYPSE does not guarantee to Clients:

(i) that the Platform and Services, which are subject to constant research to improve their performance and progress, will be completely free of errors, faults or defects;

(ii) that the Platform and Services, being standard and not offered solely for the purposes of a given Customer based on their own personal constraints, will specifically meet their needs and expectations, particularly with regard to the Customer's compliance requirements.

8.11

Given the nature of the Services, the Customer acknowledges and accepts that SOLYPSE cannot guarantee results in terms of data processing.

The Customer acknowledges and accepts the general obligation of means incumbent on SOLYPSE, given the IT services offered and the various technical means that may exist to achieve the same result.

8.12

The Customer indemnifies SOLYPSE against any complaints, claims, actions and/or demands that SOLYPSE may suffer as a result of the Customer's breach of any of its obligations or warranties under the agreement.

The Customer undertakes to compensate SOLYPSE for any damage it may suffer and to pay it all costs (including legal fees), charges and/or convictions it may have to bear as a result.

9. Obligations and liability of SOLYPSE

9.1

SOLYPSE undertakes to perform the Agreement with diligence and in accordance with best practice, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.

9.2

SOLYPSE shall not be held liable for any failure to perform or delay in performing the Services due to circumstances beyond its control or to a case of force majeure, it being expressly specified that, in addition to those usually recognised by French case law, the following are considered to be cases of force majeure: exceptional weather conditions, epidemics, natural disasters, fires and floods, lightning, attacks, breakdowns or blockages of telecommunications networks, means of transport or postal services, including as a result of strikes, damage caused by viruses for which the security measures available on the market do not allow their eradication, as well as any legal or regulatory obligation or public order imposed by the competent authorities which would have the effect of substantially modifying these General Terms and Conditions.

9.3

SOLYPSE undertakes to treat all information communicated by the Customer as confidential in accordance with the provisions of the "Confidentiality" article.

9.4

SOLYPSE declines all responsibility for any defects or errors that may result from the use of data provided by the Customer, whether or not such data has been modified by SOLYPSE.

9.5

SOLYPSE certifies that it is insured by a reputable insurance company for any liabilities it may incur under the agreement. It undertakes to maintain this insurance policy throughout the term of the agreement and to provide proof of this to the Customer on request.

9.6

In any event, the liability that may be incurred by SOLYPSE under the agreement shall only cover direct damage suffered by the Customer and shall be expressly limited to the total amount of the price received by SOLYPSE for the Services and as indicated in the corresponding Quote or on the Platform.

SOLYPSE shall only be liable if the Customer has submitted a complaint by registered letter with acknowledgement of receipt within one month of the occurrence.

10. Personal data

Each party undertakes to comply, each insofar as it is concerned, with all legal and regulatory obligations incumbent upon it with regard to the protection of personal data, in particular Law 78-17 of 6 January 1978, as amended, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

SOLYPSE has a personal data protection policy, the characteristics of which are set out in the document entitled "Charter on the protection of personal data", which the Customer is expressly invited to read.

Processing carried out by SOLYPSE as a processor

Within the framework of this Agreement, SOLYPSE is authorised to process, on behalf of the Client, the personal data necessary to provide the services provided for herein (hereinafter: the "Personal Data"), in accordance with the following terms and conditions:

Nature of operations performed on Personal Data: collection, processing and hosting of Personal Data in connection with the performance of this Agreement;
Purpose of processing: Implementation of the licence to use the Platform and performance of the Services defined herein;
Personal Data processed: identification data of the Client and identification data of the Client's end customers;
Categories of data subjects: possibly the Customer's end customers or employees.

For the performance of this Agreement, the Customer shall provide SOLYPSE with the information necessary to carry out the aforementioned processing.

SOLYPSE's obligations as a processor

SOLYPSE undertakes to:

(i) process Personal Data solely for the purposes defined above;

(ii) process Personal Data in accordance with the Client's documented instructions. If SOLYPSE considers that an instruction constitutes a breach of the GDPR or any other provision of Union law or Member State law relating to data protection, it shall immediately inform the Client. Furthermore, if SOLYPSE is required to transfer data to a third country or to an international organisation under Union law or the law of the Member State to which it is subject, it shall inform the Client of this legal obligation prior to processing, unless the relevant law prohibits such information on important grounds of public interest;

(iii) ensure the confidentiality of Personal Data processed under the terms of this Agreement;

(iv) ensure that its staff members authorised to process Personal Data:

undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
receive the necessary training in the protection of personal data.

(v) take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.

(vi) Subcontracting: The Customer authorises SOLYPSE to use another processor (hereinafter, "the Sub-processor") to carry out specific processing activities, provided that they fulfil their obligations in accordance with the requirements of the regulations applicable to the protection of personal data, in particular the GDPR.

The Customer declares that they are aware and accept that SOLYPSE uses the following subsequent processors:

the payment service provider on the Platform and third-party service providers involved in specific tasks.

In the event that SOLYPSE uses other subsequent processors, it undertakes to inform the Customer in advance and in writing, specifying the processing activities subcontracted and the identity and contact details of these new subsequent processors.

The Processor is required to comply with SOLYPSE's obligations on behalf of and in accordance with the Customer's instructions. It is SOLYPSE's responsibility to ensure that the Processor provides the same sufficient guarantees with regard to the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR. If the Sub-processor fails to fulfil its data protection obligations, SOLYPSE remains fully liable to the Client for the performance of the other processor's obligations.

(vii) Right of information of data subjects: It is the Customer's responsibility to provide information to the data subjects by the processing operations at the time of collection of the Personal Data.

(viii) Exercise of data subjects' rights: To the extent possible, SOLYPSE shall assist the Client in fulfilling its obligation to respond to requests from data subjects to exercise their rights: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to automated individual decision-making (including profiling).

When data subjects submit requests to SOLYPSE to exercise their rights, SOLYPSE must forward these requests upon receipt by email to the email address provided for this purpose by the Client to SOLYPSE.

(ix) Notification of personal data breaches: SOLYPSE shall notify the Customer of any personal data breach within a maximum of 72 (seventy-two) hours after becoming aware of it, by email to the address indicated above. This notification shall be accompanied by any useful documentation to enable the Customer, if necessary, to notify the competent supervisory authority of the breach.

(x) Assistance from SOLYPSE in the context of the Customer's compliance with its obligations: SOLYPSE shall assist the Customer, if necessary in view of the requirements of the supervisory authorities, in particular the French Data Protection Authority (CNIL), in carrying out data protection impact assessments and prior consultation with the supervisory authority, as provided for by the GDPR.

(xi) Security measures: SOLYPSE undertakes to implement appropriate security measures, consisting in particular of:

pseudonymisation and encryption of Personal Data;
means of ensuring the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
means to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
a procedure for regularly testing, analysing and evaluating the effectiveness of technical and organisational measures to ensure the security of processing.

(xii) Fate of the data: At the end of this agreement, SOLYPSE undertakes, at the Customer's discretion, to:

destroy all Personal Data; or
return all Personal Data to the Customer; or
return the Personal Data to the processor designated by the Customer.

The return must be accompanied by the destruction of all existing copies in SOLYPSE's information systems. Once destroyed, SOLYPSE must provide written proof of the destruction.

(xiii) Data Protection Officer: SOLYPSE shall provide the Customer with the name and contact details of its Data Protection Officer, if it has appointed one in accordance with Article 37 of the GDPR (or, where applicable, the relevant contact point).

(xiv) Register of categories of processing activities: SOLYPSE declares that it keeps a written record of all categories of processing activities carried out on behalf of the Customer, including:

the name and contact details of the Customer on whose behalf it is acting, any processors and, where applicable, the data protection officer;
the categories of processing carried out on behalf of the Customer;
where applicable, transfers of Personal Data to a third country or to an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in Article 49(1), second subparagraph, of the GDPR, the documents certifying the existence of appropriate safeguards;
to the extent possible, a general description of the technical and organisational security measures implemented.

(xv) Documentation: SOLYPSE shall provide the Customer with the documentation necessary to demonstrate compliance with all its obligations and to enable audits, including inspections, to be carried out by the Customer or another auditor appointed by it, and shall contribute to such audits.

In the context of such audits, the Customer or the auditor appointed by it shall not be authorised to access SOLYPSE's trade secrets, strategic information or information that SOLYPSE has undertaken to keep confidential. SOLYPSE may object to any control measure by the Customer or the auditor appointed by them that could give them access to such data or information, without the Customer being able to make any claim in this regard.

The Customer shall also ensure that the auditor and, more generally, the staff carrying out the audit are subject to appropriate confidentiality obligations.

Obligations of the Customer as data controller

The Client is required to fulfil its obligations under the GDPR, in particular with regard to the obligation to inform the data subjects by the processing operations at the time of collection of Personal Data, the keeping of a record of the processing operations carried out, and more generally, compliance with the principles set out in the GDPR.

The Customer also undertakes to:
(i) provide SOLYPSE with the Personal Data referred to in the processing specifications;
(ii) document in writing any instructions concerning the processing of Personal Data by SOLYPSE;
(iii) ensure, prior to and throughout the processing, that SOLYPSE complies with its obligations under the GDPR;
(iv) supervise the processing, including conducting audits and inspections at SOLYPSE, under the conditions described above.

11. Intellectual property

In the course of performing the Services, SOLYPSE may be required to produce deliverables or creations (the "Deliverables"), which will be identified in the corresponding Quotation (e.g. results of data analysis and processing).

Unless otherwise specified, the rights of use relating to the Deliverables produced by SOLYPSE in performance of the agreement are transferred to the Client as and when they are produced, subject to full payment of the price of the Services.

This transfer is granted, on an exclusive basis, for the entire legal duration of the copyright, worldwide and for the purposes of exploiting the developments and Deliverables by reproduction and public representation on all media and/or networks and by all means, existing or future, foreseeable or unforeseeable, without restriction or reservation, by the Client or any person of its choice.

It also includes the right to translate, arrange, modify, transform, adapt and/or correct the said developments and Deliverables, alone or with the collaboration of a third party, to reuse them in whole or in part, to incorporate them into or merge them with any other software or intellectual work, and to transfer to third parties the use or ownership of all or part of the rights currently assigned.

It is hereby reiterated that the Agreement does not affect the pre-existing intellectual property rights of either Party.

The systems, software, structures, infrastructures, databases, trademarks, labels, certifications and content of any kind used by SOLYPSE in the course of its business and communicated to the Customer for the purpose of performing the Services are protected by all intellectual property rights or database producer rights in force.

Any disassembly, decompilation, decryption, extractions, reuses, copies and, more generally, any acts of reproduction, representation, distribution and use of any of these pre-existing elements, in whole or in part, when such acts are not necessary for the performance of the Agreement or have not been previously authorised by SOLYPSE, are strictly prohibited and may be subject to legal proceedings.

12. Confidentiality

Each party undertakes to keep strictly confidential the documents, elements, data, methodologies, databases, files, access codes to web platforms and information of the other party that it receives in connection with the agreement and that are expressly identified by the other party as confidential.

With regard to SOLYPSE, the parties hereby expressly agree that this confidentiality obligation covers the personal data that SOLYPSE will be required to process for the Client within the framework of the agreement.

All of this information is referred to as "Confidential Information".

The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 3 years from the end of the agreement. It may only disclose it to employees, collaborators, interns, subsidiaries or advisors if they are bound by the same confidentiality obligation as that provided for herein.

This obligation does not extend to documents, elements, data and information:

(i) which the receiving party was already aware of;
(ii) already in the public domain at the time of disclosure or which would become so without breach of the agreement;
(iii) which have been lawfully received from a third party;
(iv) whose disclosure is required by the judicial authorities, in accordance with laws and regulations or in order to establish the rights of a party under the agreement.

13. Commercial references

The Customer expressly authorises SOLYPSE to cite it and, where applicable, to use reproductions of its brand or logo as commercial references, in particular at events, in its commercial documents and on its websites, in any form whatsoever, during the term of the Agreement and for 10 years after its termination.

14. Force majeure

In accordance with the provisions of Article 1218 of the Civil Code, neither party shall be held liable for any failure to perform its contractual obligations if such failure is due to an event beyond the control of the parties and constituting force majeure.

Force majeure refers to the occurrence of an event that is unpredictable, unavoidable and external to the parties, as usually recognised by French law and courts. This includes, in particular: strikes, terrorist activities, riots, insurrections, wars, government actions, natural disasters or failure attributable to a third-party telecommunications provider, epidemics.

The affected party must inform the other party as soon as possible, indicating the nature of the force majeure event. The parties shall consult with each other to determine the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.

If, as a result of a force majeure event, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain liable for the performance of those obligations that are not affected by the force majeure event, as well as for its payment obligations.

As soon as the force majeure event ceases, the prevented party must immediately inform the other party and resume performance of the affected obligations within a reasonable period of time.

15. Suspension and termination for breach by the Customer

In the event of a breach by the Customer of any of its obligations under the agreement, SOLYPSE shall be entitled to suspend its Services after sending a formal notice by registered letter, which has remained without effect, and shall not be held liable for any prejudicial consequences that may arise from such suspension.

If the formal notice letter remains without effect for a period of one month, the agreement shall be terminated automatically, without prejudice to any damages that may be claimed.

16. Effects of the termination of the agreement

In the event of termination of the agreement by SOLYPSE due to a breach by the Customer, the full amount of the Services shall be due.

In the event of termination of the Agreement by the Customer, all Services shall remain payable in full.

17. Prohibition on poaching

The Customer shall refrain from soliciting or hiring, directly or indirectly, any collaborator, employee, intern, agent, processor, contractor or freelancer of SOLYPSE and, more generally, any third-party service provider.

This prohibition shall apply throughout the duration of the Services and for a period of three years following the effective date of termination thereof, regardless of the cause.

18. Assignment of the Agreement

This Agreement is deemed to have been concluded in consideration of the Parties themselves and, as such, they shall not delegate or assign any of their rights under this Agreement without the consent of the other Party.

In this regard, it is hereby reiterated that the Services are granted solely to the Client who has signed the Quotation, to the exclusion of its subsidiaries or partners. As the Services are provided personally, the Client expressly agrees not to communicate or disseminate any information or reuse the Deliverables resulting from the Services for the benefit of its subsidiaries or partners.

19. Subcontracting

SOLYPSE reserves the right to use processors to perform certain Services or related services necessary to fulfil its obligations under the agreement.

SOLYPSE undertakes to ensure that its processors comply with the same contractual obligations as those to which it is subject under the Agreement.

SOLYPSE shall in any event remain solely responsible for the proper performance of this Agreement vis-à-vis the Client.

20. Relations between the Parties

It is expressly agreed that neither Party may invoke the provisions of the Agreement to claim, in any way, the status of agent, representative or employee of the other Party, nor commit the other Party to third parties beyond the Services provided for in the provisions hereof.

Under the terms hereof, no specific legal structure is formed between the Parties, each of which retains its full autonomy, responsibilities and own clientele.

21. Electronic signature

It is understood between the Parties that the agreement may be signed by any electronic means, the Parties recognising the reliability of the process and thus conferring on it the same legal value as a handwritten signature within the meaning of the law.

22. Applicable law and jurisdiction

The Agreement is governed by French law.

In the event of a dispute concerning the validity, interpretation and/or performance of the agreement, the parties agree that the courts of Paris (France) shall have exclusive jurisdiction to rule on the matter, unless otherwise required by mandatory procedural rules.

General terms and conditions of service