General terms and conditions of the software supply and hosting service contract
The Service Provider is a provider of "Software as a Service", i.e. business applications rented online (called SaaS provider). As such, it is the provider of theApplication Services designated below in the contract.
The Customer wishes to use SaaS with a specialized Service Provider for the operation of the applications described in the special conditions.
The Customer acknowledges having received from the Provider all the necessary information allowing him to appreciate the adequacy of the Application Services to his needs and to take all the useful precautions for its use.
NOW THEREFORE IT HAS BEEN AGREED as follows:
Capitalized terms in the Agreement, whether used in the singular or plural, shall have the meaning set forth below.
Anomalies means difficulties in the operation of the application - repetitive and reproducible - which may be of three kinds:
- Blocking anomaly means any operating anomaly that makes it impossible to use the application;
- Semi-blocking anomaly means any operating anomaly that allows the application to be used for part of its features ;
- Minor anomaly means any minor operating anomaly that allows the application to be used completely in all of its features, even if this is done by means of a workaround procedure ;
SpecificDevelopment means the computer program created exclusively for the Customer by the Service Provider;
Documentation means the paper documents or computer files relating to the use of the software, regardless of their format;
Data means the information, publications and, in general, the data and information of any kind in the Customer's database, the use of which is the subject of this contract, which can be consulted only by the Users;
Identifiers means both the user's own identifier ("login") and the connection password ("password");
Internet means the set of interconnected networks, which are located in all regions of the world;
Software means any software provided by the Service Provider to the Customer and in particular the associated Solutions;
Maintenance means all operations aimed at maintaining the functioning and updating of applications and availability;
Workstation means a terminal of any kind (computer, tablet, smartphone ...) from which a User accesses the Service.) from which a User accesses the Solution;
Saas means Software as a Service, i.e. enterprise applications rented online;
Server means the computer equipment designated by a serial number, consisting of computers or central units, their peripherals or accessories including, where appropriate, the network managing information exchanges;
Application Service means the service offered in SaaS mode by the Service Provider, allowing the use of the Solutions by the Customer;
Solutions means the operational functions listed in the special conditions of the contract and made available to the Customer as part of the Application Services covered by the contract;
User means the person placed under the responsibility of the Customer (employee, employee, representative, etc.) and having access to the Solutions.
User Administrator means the person in charge of managing a computer system, who is responsible for its security, operation, exploitation or evolution.
The purpose of the contract is to define the terms and conditions under which the Provider makes the Solutions available to the Customer in Saas mode.
The Provider grants to the Customer, who accepts:
- a right of access to the Oceanet Technology Servers under the conditions defined hereafter;
- a right of final use of the Solution;
- a set of services defined hereafter, in particular data hosting, maintenance of the Application Services, technical assistance.
The special and general terms and conditions of the software supply and hosting service contract constitute the entirety of the commitments existing between the Parties, hereinafter referred to as the Contract.
The Contract replaces and cancels any previous oral or written commitment relating to the subject matter of the Contract.
The Contract may be modified only by means of an amendment signed by both Parties.
The Contract will take effect from the start date indicated in the special conditions.
The duration of the Contract is set at three (3) years from its entry into force.
The Customer benefits from a trial period of (1) month from the entry into force of the Contract.
The Customer may terminate the trial period by sending a registered letter with acknowledgement of receipt, no later than eight (8) days before the end of thefirst month of the contract.
If the Customer terminates the contract during the trial period, the services used will be due from the Customer.
If the trial period is not terminated, the contract will continue until its term.
It shall be tacitly renewed for a period of three (3) years and according to the same terms and conditions, unless terminated by either of the Parties by registered letter with acknowledgement of receipt sent three (3) months before the end of the contract.
In the event of termination of the Agreement before its term and after the trial period at the Customer's initiative or at the Provider's initiative due to the Customer's misconduct for any reason whatsoever, the remaining fees shall become immediately due and payable by the Customer immediately upon receipt of the corresponding invoice issued by the Provider.
The Provider provides the Customer with the Solutions accessible on the Provider's remote server via the Internet.
Under the conditions of the article "License", the Provider grants the Customer the right to use, on a non-exclusive basis, the Solutions designated in the special conditions.
The Service Provider ensures the hosting of the Data on the Servers, the maintenance and the security of the Solutions.
The Service Provider carries out the backup according to a backup plan which is set up in order to secure the application data and the customer data;
Each data is the subject of a daily backup and of a 5 days retention.
The choice of the network is made by the Customer so the Service Provider does not provide any guarantee on the chosen network. As the Provider cannot be held responsible for network line interruptions, it draws the Customer's attention to the importance of the choice of the operator's product. In order to access the Solution, the Customer has read the technical scope defined by the Provider and declares to accept it as a prerequisite to the provision of the Solution. The Customer ensures the compatibility of its local network and hardware (computers, tablets, smartphones ...) with the Application Services and in particular the configuration of these in accordance with the recommendations of the Provider described below:
- Minimum recommended Incoming / Outgoing speed : 1Mbit
- Processor 2 Core 2.5 GHz or higher
- At least 4 GB RAM
- Graphics card and monitor resolution (1024 x 768) or higher
- Internet browser Chrome (recommended) or Firefox or Safari or Internet Explorer >=10
The Provider's recommendations can be modified by sending an email when the evolution of the Solutions made available requires it; This is accepted by the Customer
The Customer will use this right of access alone. Except for maintenance periods, the Customer may connect at any time:
- 24 hours a day;
- 7 days a week;
- including Sundays and holidays;
- with the assistance of the Provider's technical teams, if necessary.
The access procedure defined by the Provider has been given to the Customer who acknowledges having received it and agrees to comply strictly with it.
The access is done:
- from the Customer's computers, tablets, smartphones;
- from any nomadic Customer's computer;
- using the Identifiers provided to the Customer.
The service may be occasionally suspended due to maintenance interventions necessary for the proper functioning of the Servers. In case of maintenance, the Provider commits to inform the administrator by email at least 48 hours before the intervention causing a momentary loss of service. The Customer acknowledges that this period is sufficient for him to make arrangements and organize himself accordingly. The Provider shall not be liable for any consequences resulting from the interruption or suspension of the Solutions for maintenance purposes once this notice period has been respected.
The Service Provider communicates a first login and password to the Administrator User chosen by the Customer, the other Users' login and password are created by the Administrator User, under the Customer's responsibility.
The identification of the Customer when accessing the Application Services is done by means of:
- A User ID assigned to each User by the Customer's User Administrator,
- And a password created and communicated by the Customer's User Administrator.
The Customer will use the User IDs communicated to him each time he connects to the Application Services. The Identifiers are intended to restrict access to the Solutions covered by the Contract to the Customer's Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Customer's Data as transmitted by the Users.
The Identifiers are personal and confidential. They may only be changed at the Customer's request or at the Provider's initiative, subject to prior notification of the Customer.
The Customer undertakes to do everything in its power to keep its Identifiers secret and not to disclose them in any form whatsoever.
The Customer is entirely responsible for the use of the Identifiers and is responsible for the safekeeping of the access codes given to it. The Customer shall ensure that no other person not authorized by the Service Provider has access to the Application Services and the Solutions. In general, the Customer assumes responsibility for the security of individual workstations accessing the Solutions.
In the event that the Customer becomes aware that another person is accessing the Solutions, the Customer shall inform the Service Provider without delay and confirm this by registered mail.
The Customer acknowledges having been informed by the Service Provider of the procedure to be followed in the event of loss or theft of any of the identifiers. This procedure can be modified at any time if the Provider deems it useful.
In case of modification of the procedure, the Provider will inform the Customer 48 hours in advance by email.
The Provider recommends to the Customer to have an IT charter in order to raise the awareness of all its staff on this issue. Moreover, the Customer's Identifiers allow access to the Solutions within the limit of one simultaneous connection. Any attempt to use the same Customer Credentials simultaneously by several Workstations may result in the termination of this Agreement by the Provider, ipso jure, without notice or prior notification.
The Customer shall indemnify and hold harmless the Service Provider against any claim or action brought against the Service Provider by a third party who claims to have suffered damages in connection with a breach of this Section.
The Customer is warned of the technical hazards inherent in the Internet, and the access interruptions that may result.
Consequently, the Provider shall not be held responsible for any unavailability or slowdown of the Application Services.
The Provider is not able to guarantee the continuity of the Application Services, performed remotely via the Internet, which the Customer acknowledges. In addition, it is the Customer's responsibility to respect the volume thresholds indicated in the special conditions and to notify the Service Provider in case of increase in its needs in terms of processing capacity.
The Application Services may be occasionally suspended due to maintenance interventions necessary for the proper functioning of the Servers. In case of interruption of the Application Services for maintenance, the Provider undertakes to respect the procedure of operations described below so that the Customer can be informed as well as possible of the interruption, and that it takes its measures sufficiently in advance to avoid any disruption of its activity:
- Minor anomaly (operating anomaly allowing the full use of the application, with workaround procedure)
◦ Time of consideration: as soon as possible
◦ Time of correction : on version V+1
- Semi-blocking anomaly (operating anomaly allowing the use of the applications for a part of its features)
◦ Time of taking into account: 6 hours
◦ Time of correction: 5 working days
- Blocking anomaly (operating anomaly making it impossible to use the application)
◦ Response time: 6 hours
◦ Correction time: 2 working days
The Service Provider cannot be held responsible for the possible impact of this unavailability on the Customer's activities.
The Parties acknowledge that the Solutions, Application Service and Specific Development remain the exclusive property of the Provider. The Provider grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions, Application Service and Specific Development for the duration of the Agreement. The Customer may only use the Application Services and Solutions in accordance with its needs and their documentation. In particular, the license to the Solutions and the Application Service is granted for the sole and exclusive purpose of allowing the Customer to use the Application Services, to the exclusion of any other purpose. The Customer is informed that this right of use is conditional upon the monthly payment of the fee under the terms and conditions set forth in the Contract. The right of use is the right to represent and implement the Application Services as intended, in SaaS mode via a connection to an electronic communications network. The Customer may not under any circumstances make the Solutions available to a third party, and is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
A telephone support service to deal with anomalies is available from Monday to Friday inclusive, from 9am to 12pm and from 2pm to 6pm. Anomaly reports must be confirmed by email to the Provider without delay. The Service Provider will diagnose the problem and then implement its correction.
(a) In case of a blocking problem, the report will be taken into account within 6 working hours. The Service Provider will try to correct the blocking anomaly as soon as possible and will propose a workaround solution within 2 working days.
(b) In case of a semi-blocking anomaly, the report will be taken into account within 6 working hours. The Service Provider shall endeavor to correct the defect, and propose a workaround solution that will allow the use of the features concerned within 5 working days.
(c) In case of a minor defect, the report will be taken into account as soon as possible, and the correction of the minor defect will be proposed in a new version of the Service that will be delivered as part of the evolutionary maintenance.
To enable the Provider to perform its assistance and maintenance obligation, the Customer agrees to:
- Designate a qualified contact person able to define, centralize Users' questions and submit to the Provider in a precise manner the problems encountered;
- Maintain in place sufficiently qualified and trained Users throughout the performance of this Agreement. It is agreed between the Parties that the assistance must be punctual and must not lead to a training service. The Provider reserves the right to invoice for assistance services that are similar to training services;
- Collaborate effectively and encourage Users to collaborate effectively, in particular by answering the Provider's questions in a timely manner.The Provider is not responsible for the maintenance in the following cases:
- Refusal of the Customer to collaborate with the Provider in the resolution of anomalies and in particular to answer questions and requests for information;
- Use of the Application Services in a manner that does not comply with their purpose or their documentation;
- Unauthorized modification of the Solutions by the Customer or by a third party;
- Failure of the Customer to meet its obligations under the Agreement;
- Implementation of any software package, software or operating system not compatible with the Application Services;
- Use of incompatible consumables;
- Failure of electronic communication networks;
- Deliberate act of degradation, malice, sabotage;
- Damage due to an act of God or misuse of the Application Services
The Customer benefits from updates and functional evolutions of the Application Services. If the Customer has opted for Specific Developments of the Application Services, the updates and functional evolutions will give rise to additional specific billing. The Service Provider undertakes to provide updated documentation for new versions of the Solutions. Corrections and upgrades to the Application Services are expressly subject to the Contract. Interventions relating to this service may make the service temporarily unavailable. They are carried out periodically after a 48-hour notice period.
The Customer will be answered, from Monday to Friday from 9 am to 12 am and 2 pm to 6 pm by telephone, within a maximum of 6 hours, by calling the number +33(0)2.85.29.33.80.
At the Customer's request, the Provider may provide training services on the Application Services, the terms and conditions and price of which shall be mutually agreed between the Parties. The Provider will invoice a training service if its statements of intervention in the context of technical support and corrective maintenance of the Application Services show recurring problems of use by the Customer distinct from anomalies.
Training services ordered but not performed will be invoiced 3 months after the date of signing the contract. The customer can at any time schedule them within a maximum of 3 months after the billing.
The purpose of these clauses is to define the conditions under which the service provider undertakes to carry out the personal data processing operations defined below on behalf of the data controller. Within the framework of their contractual relationship, the parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (hereinafter, "the European Data Protection Regulation
The provider is authorized to process on behalf of the controller the personal data necessary for the following services:
- Hosting of the data entered
- Maintenance of the applications used
- Backup of the data entered in the applications
- Intervention on your databases
All the data are hosted in the Oceanet Technology data center - 2 Impasse Joséphine Baker - 44800 Saint Herblain.
Customer assumes all editorial responsibility for the use of the Application Services. Customer is solely responsible for the quality, legality and appropriateness of the Data and content it transmits for the purpose of using the Application Services. In addition, the Customer warrants that it is the owner of the intellectual property rights that permit it to use the Data and Content. Accordingly, the Service Provider shall not be liable for any failure of the Data and/or Content to comply with any laws and regulations, public policy or the needs of the Customer. The Customer shall indemnify the Service Provider, upon first request, against any damages that may result from the liability of a third party for breach of this warranty. More generally, the Customer is solely responsible for the content and messages broadcast and/or uploaded through the Application Services. Customer remains the sole owner of the data comprising the content of the Solutions.
The provider agrees to:
1. Process the data only for the sole purpose(s) for which it is outsourced;
2. Process the data in accordance with the instructions given by the controller. If the service provider considers that an instruction constitutes a breach of the European Data Protection Regulation or any other provision of Union or Member State law relating to data protection, it shall immediately inform the controller;
3. Guarantee the confidentiality of personal data processed under this contract;
4. Ensure that persons authorized to process personal data under this contract:
- Are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality
- Receive the necessary training in personal data protection
5. Consider the principles of data protection by design and data protection by default in its tools, products, applications or services;
6. Subsequent subcontracting:
The provider ensures the RGPD compliance of its subcontractors and in particular of the hosting company.
If the subsequent subcontractor fails to meet its data protection obligations, the original provider remains fully responsible to the controller for the other subcontractor's performance of its obligations.
7. Right to information of data subjects: It is the responsibility of the data controller to provide information to the data subjects of the processing operations at the time of data collection.
8. Exercise of the rights of the data subjects: the data controller will comply with requests to exercise the rights of the data subjects: right of access, rectification, erasure and opposition, right to limitation of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
9. Notification of personal data breaches: The Provider shall notify the Controller of any personal data breach within a maximum of 48 hours of becoming aware of it and by any appropriate means. Such notification shall be accompanied by any relevant documentation to enable the controller, if necessary, to notify the breach to the competent supervisory authority.
10. Security measures: The provider undertakes to implement the following security measures:
- The means to guarantee the constant confidentiality, integrity, availability and resilience of the processing systems and services;
- The means to restore the availability of and access to personal data within appropriate timeframes in the event of a physical or technical incident;
- A procedure to regularly test, analyze and evaluate the effectiveness of the technical and organizational measures to ensure the security of the processing
11. Fate of the data:
At the end of the services provided in relation to the processing of these data, the service provider undertakes, at the request of the data controller, to return all personal data to the data controller, accompanied by the destruction of all existing copies in the service provider's information systems. Once destroyed, the Provider will provide written proof of destruction. Without a request from the controller, the data will be archived for 3 months and then destroyed.
12. Data Protection Officer: The Provider has appointed as Data Protection Officer, Mr. Philippe Gauvrit, Clicoweb Company contact@consultant-dpo.fr
13. Register of categories of processing activities:
The Provider declares that it keeps a written register of all categories of processing activities carried out on behalf of the data controller including:
- The name and contact details of the controller on whose behalf it is acting, any subcontractors and, where applicable, the data protection officer;
- The categories of processing activities carried out on behalf of the controller;
- Where applicable, transfers of personal data to a third country or to an international organization, including the identification of such third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the European Data Protection Regulation, the documents attesting to the existence of appropriate safeguards;
14. Documentation:
The Provider shall make available to the Controller the documentation necessary to demonstrate compliance with all of its obligations and to enable and assist in audits, including inspections, by the Controller or another auditor appointed by the Controller.
In return for the Application Services provided, the Customer shall pay a monthly fee as specified in the special conditions. The fees for the Services are indicated in euros and are exclusive of tax and charges. Invoices are sent electronically to the Customer. It is expressly agreed between the Parties that the amount of the sums invoiced by the Provider will be revised each year according to the Syntec index. The new pricing conditions will be applicable to the Customer only as from the renewal of the Contract and will be communicated to him beforehand by the Provider.
The following services are excluded from the fee and will be invoiced separately:
- Training services;
- Technical assistance services;
- On-site deployment services;
- Specific development services;
- And more generally all services not included in the SaaS offer.
Notwithstanding the duration of the commitment, the Services are invoiced monthly, at the beginning of each month. Invoices are payable on the1st of each month by direct debit, according to a SEPA direct debit mandate on the Customer's bank account. The amounts due by the Customer will be increased by the VAT in force.
Without prejudice to any damages, failure by the Customer to pay an invoice when due shall automatically result in :
- The application of a late payment interest equal to three times the legal interest rate, without prior notice from the first day of delay; in addition, the Provider will require the payment of a flat fee for collection costs in the amount of forty (40) euros;
- Additional bank and management fees (monitoring of collection, mail and telephone reminders, representation of direct debit rejects);
- Immediate suspension of the Application Services;
- Termination of the Contract by operation of law within 30 days after the Service Provider has sent a formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful;
- Immediate payment of the remaining fees on the Contract.
The Customer is and remains the owner of all the Data it uses via the Application Services under the Agreement. The Service Provider is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as more generally to the IT infrastructure (software and hardware) implemented or developed under the Agreement. The Agreement does not grant the Customer any ownership rights to the Solutions. The temporary provision of the Solutions under the terms of the Agreement shall not be construed as the transfer of any intellectual property rights to the Customer, within the meaning of the French Intellectual Property Code. The Customer shall not reproduce any element of the Solutions and Application Services, or any documentation relating thereto, by any means whatsoever, in any form whatsoever and on any medium whatsoever. The Customer may not assign all or part of the rights and obligations arising from the Agreement, whether under a temporary assignment, a sub-license or any other contract providing for the transfer of such rights and obligations.
The Provider declares and warrants:
- That the Solutions it has developed are original within the meaning of the French Intellectual Property Code,
- That it holds all the intellectual property rights that enable it to enter into the Contract.
The Provider declares and warrants that the Solutions are not likely to infringe the rights of third parties.
The Customer declares that he has analyzed the suitability of the Solution for his needs in the pre-contractual phase, with the help of a qualified person to advise him if necessary. The Customer guarantees that each User has the necessary skills and knowledge, and in general, the business expertise related to the areas of business management that directly concerns this User. The Customer agrees to take all necessary precautions when using the Application Services.
The Customer agrees to accept the characteristics, risks and limitations of the Internet and acknowledges :
- That the Internet presents risks and imperfections, which lead to temporary decreases in its technical performance, increased response times when using the Solution online, or even temporary unavailability of servers;
- That it is up to the Customer to take all appropriate measures to protect its computer equipment and local network against threats, whatever their origin, and in particular viruses or intrusion attempts by a third party.
Each of the Parties shall be liable for the consequences resulting from its faults, errors or omissions, causing direct damage to the other Party. In addition, and in case of proven fault by the Customer, the Service Provider shall only be liable for the financial consequences of direct and foreseeable damages resulting from the performance of the Services. Accordingly, the Provider shall not under any circumstances incur any liability for indirect or unforeseeable loss or damage to the Customer or third parties, including, but not limited to, any lost profits, loss, inaccuracy or corruption of files or Data, commercial loss, loss of sales or profits, loss of goodwill, loss of opportunity, cost of obtaining a substitute product, service or technology, in connection with or arising out of the failure to perform or the faulty performance of the Services. For any proven interruption of the Application Services, the total amount of damages recoverable by the Service Provider shall be expressly limited to the price paid by the Customer per Workstation up to fifty (50) euros excluding VAT per day of interruption. The number of Workstations is defined by the average of the consumption recorded over the last twelve months. In addition, a deductible of eight working hours will be applied to each period of interruption, based on the Service Provider's functional working hours. For any other cause of damage, the liability of the Provider shall not exceed, for any damage, the total amount paid by the Customer for the Application Services under this Agreement for the three (3) months preceding the damage in question. The Service Provider shall not be liable for the accidental destruction of Data by the Customer or a third party having accessed the Application Services using the Credentials provided to the Customer. The Service Provider shall not be liable for any damage caused by an interruption or decrease in service of the telecommunications operator, the electricity provider or in case of force majeure. Neither Party shall be liable for any breach of its obligations under the Agreement if such breach results from: a governmental decision, including any withdrawal or suspension of authorizations of any kind, a total or partial strike, internal or external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or blockage of the telecommunications or electricity networks, an act of computer hacking or more generally any other event of force majeure having the characteristics defined by case law. The Party noting the event shall without delay inform the other party of its inability to perform its service. The suspension of obligations or the delay shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.
The Parties, each as far as they are concerned, undertake to take out an insurance policy to cover the harmful consequences of the risks associated with this Agreement. The Provider undertakes to provide the Customer with any evidence if the Customer so requests.
In the event of failure by either Party to comply with its contractual obligations, the Contract may be terminated by operation of law by the other Party thirty (30) days after sending a formal notice sent by registered mail with acknowledgement of receipt that has remained without effect. The formal notice shall indicate the default or defaults observed. In the event of termination, the Customer shall cease to use all access codes to the Solutions and Application Services. Reversibility services will be implemented in accordance with the REVERSIBILITY article.
The purpose of reversibility is to allow the Customer to take back his Data in the best conditions. The implementation of reversibility must be notified by the Customer to the Provider. In case of termination of the contractual relationship, whatever the cause, the Service Provider undertakes to return or destroy, at the Customer's option by registered letter with acknowledgment of receipt and within 45 working days from the date of receipt of this request, all the Data belonging to the Customer on a standard medium reusable in an equivalent environment. The Data will be returned in a text .txt, pdf, jpeg, csv or docx format depending on the nature of the Data. The Customer shall actively cooperate with the Provider to facilitate the recovery of the Data.
Each of the Parties waives the right to hire or cause to be hired, directly or through an intermediary, any employee of the other Party, without the express prior consent of the latter. This waiver shall be valid for the duration of the Contract and for twelve (12) months following its termination.
Each Party agrees to (i) keep confidential all information it receives from the other Party, including (ii) not disclose the other Party's confidential information to any third party, other than employees or agents with a need to know; and (iii) use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the Agreement. Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) has fallen or would fall into the public domain through no fault of the receiving Party, (ii) is independently developed by the receiving Party, (iii) is known to the receiving Party prior to disclosure by the other Party (iv) legitimately received from a third party not subject to an obligation of confidentiality, or (v) required to be disclosed by law or court order (in which case it shall be disclosed only to the extent required and upon written notice to the providing Party). The obligations of the Parties with respect to the Confidential Information shall continue for the duration of the Agreement and for so long after its termination as the information concerned remains confidential to the disclosing Party and, in any event, for a period of 3 years after the termination of the Agreement. Each of the Parties shall return all copies of documents and media containing the other Party's confidential information, as soon as the Contract is terminated, regardless of the cause. The Parties also undertake to ensure compliance with these provisions by their staff, and by any employee or third party who may intervene in any capacity whatsoever within the framework of the Contract.
The Service Provider reserves the right to list the Customer among its references, unless the Customer expressly requests otherwise and this request is known at the date of signing this Agreement. The Customer authorizes the Service Provider to use its name in the reference publications published on the Service Provider's commercial brochures and to put its logo, which it will provide the matrix, on the Service Provider's website but also during trade shows or any other event having for object the presentation or the promotion of the Service Provider's products and services and any other media contributing to this same object.
The Parties are and shall remain during the performance of the contract independent business partners.
Insofar as the Service Provider is the sole owner of the rights to the Solutions and Application Services made available to the Customer, the Parties agree that the Customer has a personal, one-time, non-transferable and non-exclusive right of use.
The invalidity, lapse, lack of binding force or unenforceability of one or any of the provisions of the Contract shall not entail the invalidity, lapse, lack of binding force or unenforceability of the other provisions, which shall retain all their effects. However, the Parties may, by mutual agreement, agree to replace the invalidated provision(s).
The Contract is subject to French law, to the exclusion of any other legislation.
For the execution of this agreement and its consequences, the parties choose their respective domiciles.
All disputes arising from this Contract shall be under the exclusive jurisdiction of the Commercial Court of LA ROCHE SUR YON.