Last updated: May 30th, 2022
2.1. These Terms of Service (the "Terms of Service") apply to the agreement (the "Agreement") entered into between the Company and the customer (the "Customer") and through which the Company provides the Customer with the Service. The Company and the Customer are individually referred to as a "party" and collectively as the "parties" to the Agreement.
2.2. By creating an account for use of the Service, the Customer is unconditionally consenting to be bound by and is becoming a Party to these terms of service. They and their company’s continued use of the Service shall also constitute assent to the Terms of Service. If they do not unconditionally agree to these Terms of Service, they must not use the Service. By using the Service, they warrant that they have the authority to agree and/or enter into these Terms of Service and bind themselves or the Entity they represent (if applicable) to these Terms of Service.
2.3. All publicly displayed pricing and features of the Service (e.g. online or on informative brochures) are provided for information purposes only. Only the pricing and features included in the offer communicated to the Customer may be binding to the Company. The period of validity of the offer is thirty (30) days unless otherwise specified in the offer.
2.4. The Customer accepts the offer for the Service, as the case may be, by accepting it in the user interface of the Service, by writing or by sending back a signed purchase order issued by the Company or by confirming in writing to the Company (including by email) that the Customer subscribes to the offer for the Service.
2.5. By accepting the offer, the Agreement enters into force, the Customer consents to the application of the Terms of Service and waives the application of any conflicting provisions of any purchaser Terms of Service or any other document emanating from the Customer which, in the absence of this article, would conflict with the Terms of Service. However, the provisions that would be applicable by virtue of mandatory legal rules to which the Customer is subject (such as, for example, public procurement rules) prevail over the provisions of the Terms of Service.
3.1. The Company undertakes to use its best efforts corresponding at least to what the Customer is entitled to expect from a professional in the field to provide the Service with quality and speed.
4.1. The Customer acknowledges that all elements made available by the Company to the Customer (e.g. texts, images, photos, logos, databases, [the functionalities and interface of the Website], etc.) may be protected by one or more intellectual property rights (including copyright, trademark rights and rights related to the production of databases) of which the Company is the holder. The Customer must refrain from using or reproducing these elements and deleting or adapting any references to associated intellectual property rights.
5.1. In exchange for the use of the Service, the Customer pays the Company the price set out in the offer accepted by the Client. The price must, unless otherwise specified, be considered as expressed in United States Dollars (USD) and exclusive of value added tax (VAT).
5.2. The price is set, as the case may be, on a fixed basis, on a periodic basis (annually, monthly, etc.) or on a per-use basis. The price may, where applicable, detail other costs related to the use of the Service (such as, for example, installation costs, migration costs, support and maintenance costs, etc.).
5.3. The Company reserves the right to change the price of the Service at any time and must inform the Customer in writing. Unless otherwise indicated in the information provided to the Customer, the new price shall take effect on the first day of the second month following the date of communication of the price change. The Customer may object to the application of the new price by sending a written notice to the Company, which has the effect of terminating the Agreement as of the date on which the price change takes effect.
6.1. The Company issues an invoice and communicates the invoice to the Customer. The Customer must pay the elements of the invoice immediately and at the latest before the due date (which is set to thirty (30) days after the date of issue, unless otherwise specified on the invoice).
7.1. To the extent permitted by applicable law:
9.1. The Agreement is entered into at the time of acceptance of the offer by the Customer and for an indefinite period of time.
9.2. Either party may terminate the Agreement by giving unambiguous notice to the other party of its intention to terminate the Agreement. The Agreement will automatically terminate at the end of a period of three (3) months from the date of sending of the notice.
9.3. To the extent permitted by applicable law, the Company will not refund to the Customer any amount paid by the Customer at the end of the Agreement (regardless of the cause of the end of the Agreement).
10.1. The Company reserves the right to modify at any time all or part of the provisions of the Terms of Service. The Company must inform the Customer by making available to the Customer the new version of the text of the Terms of Service. Unless otherwise indicated in the information provided to the Customer, the provisions of the new version of the Terms of Service will apply to the contractual relationship between the Company and the Customer on the first day of the second month following the date of the sending of the information. If the Customer objects to the application of the provisions of the new version of the Terms of Service, the Agreement will automatically terminate on the first day of the second month following the date of the sending of the information (it being understood that the penultimate version of the Terms of Service will continue to apply to the contractual relationship between the Customer and the Company until the end date of the Agreement).
11.1. The parties are validly informed or notified in writing of the actions set out in the Agreement (e.g. receipt of an invoice, receipt of notice of termination of the Agreement, etc.) by email to the email address of the contact person set out in the last invoice issued by the Company, or in the absence of that, to the email address of the contact person set out in the offer, or in the absence of that, to an email address through which a party (or one of its representatives) has interacted in the context of the execution of the Agreement.
11.2. To the extent necessary, the Customer acknowledges that the Company's invoice must be considered to have been sent to the Customer when it is communicated by email to the Customer's contact person.