Terms of Service
As of 1st October 2020
Script & Go, a simplified joint-stock company with a capital of 200,000 euros, with its registered office located in Rennes (Ille et Vilaine – France), 59, boulevard d’Armorique, and registered on the trade and companies register of Rennes since February 28th 2011, under number 530 649 250, represented by its Chairman and Chief Executive Officer, Mr. Benoît Jeannin, develops and commercialises the Script & Go® software. These software include their updates as hereinafter provided.
The Customer has been granted a user license agreement relating to a Script & Go® Software or Software Package (hereinafter the “Software” or the “Software Package”).
The Provider (Script & Go or an authorised partner) undersigned (the “Provider”) and the Customer decided to enter an agreement relating to the maintenance of this Software (the “Agreement”).
These terms and conditions of Service, or Terms of Service, are considered to be part of the Agreement, which can be completed with specific conditions.
All the terms used in the Agreement that are not specifically defined shall have the meaning given in the end-user license agreement.
The original Contractual documents edited by the Provider are stipulated in French. This translation is given for convenience only and in case of dispute or need for interpretation, the original version of the Contract in French shall prevail. In any event, all titles are given for convenience only and in the event of a contradiction between the title and the body of an article, it is understood that the body of the article prevails.
“Anomaly”: any malfunction or non-compliance of the Software Package or the Software with respect to the Documentation and / or Specifications, reproducible by the Customer, which prevents the normal operation of all or part of the Software or the Software or which causes a result incorrect or improper treatment while the Software is used in accordance with its Documentation.
“Bypass”: action consisting, in the event of an Anomaly occurring, in modifying the Software and / or its mode of use in such a way that the Anomaly, although still existing, no longer constitutes an obstacle to the use of the Software.
“Specific developments”: all IT services performed by the Service Provider, the Client or by a subcontractor on behalf of or for the Client. These specific developments are not covered by this contract, but may be the subject of a specific contract.
“Incident”: Software malfunction resulting either from an incident of manipulation by the User or from an Anomaly affecting the code. The content of the Incident is identified during the Assistance phase.
“Updates”: successive modifications to the Software comprising either Corrections of Anomalies, or technical and / or functional improvements, which the Service Provider makes available, generally free of charge, to the Customer under the Maintenance contract, if the latter is up to date in the payment of its Maintenance fees.
“New version”: new Software having the same purpose as the previous one, the development of which is based on a technology different from the previous version. New verions are covered by the Terms of Service upon signature of a new Purchase order and license agreement by the Customer concerning the New version.
2. SUBJECT OF THE CONTRACT
The purpose of these Terms of Service is to:
– specify the level of support that the Service Provider guarantees to the Customer as part of the maintenance service it offers relating to the use of the Software, in particular in terms of assistance, support and development;
– govern the conditions of access to the “cloud” hosting service offered by the Service Provider.
3. DURATION OF THE CONTRACT
These Terms of Service will be effective from the day specified in the Purchase Order and will apply until the end date specified in the Purchase Order, this period being equal to at least one calendar year.
At the end of the initial period, the contract will be automatically renewed for a new period including the remaining of the current calendar year up to December 31, plus a full calendar year, unless one of the parties decides to terminate the contract by notifying the other party of their intention at least ninety (90) days before the end of the current period.
For example, a tacit renewal occurring during a calendar year N will cover the remainder of year N as well as the entire year N + 1, so as to align the duration of the contractual year with the calendar year. Cancellation for the following period must be made 90 days before the end of the current period.
In the absence of termination, subsequent renewals will be for the upcoming calendar year.
4. SUPPORT AND ASSISTANCE
The Service Provider provides the Customer a support and assistance service with regard to the use of the Software, for the purpose of software Maintenance. The service is open during working hours (between 9 a.m. and 5 p.m. – CET time), excluding public holidays and the days immediately preceding public holidays. Outside of these opening hours, the Service Provider will make its best efforts to provide the assistance requested.
The assistance and support service can be contacted either by telephone on +33 (0) 230 962 060, or by submitting a ticket on the site https://support.scriptandgo.com or by e-mail at the address next: email@example.com. The assistance and follow-up service will be provided in French or English.
The assistance service covers 1st level maintenance relating to incidents and / or Anomalies attributed to improper use of the Software.
The assistance and support service covers 2nd level maintenance relating to Anomalies that cannot be resolved instantly, or those arising from a fault related to the installation, but only to the extent that the Service Provider has itself proceeded during installation.
The assistance and support service covers 3rd level maintenance relating to Incidents located directly in the Software which cannot be corrected by replacing the hardware or by reconfiguring the Software, these Anomalies being located directly in the Software.
5.1. The Service Provider offers the Customer hosting services for its solution and related data. For this purpose, the Service Provider uses the services of a supplier identified to date as:
SAS with capital of € 10,069,020
RCS Lille Métropole 424 761 419 00045
APE code 2620Z
VAT number: FR 22 424 761 419
Headquarters: 2 rue Kellermann – 59100 Roubaix – France
The Service Provider selects its Service Provider based on its security and performance guarantees. However, the availability of servers and services is that defined by default by the provider.
5.2. Throughout the duration of the cloud services, it is the customer’s responsibility to also ensure that they are able to use cloud mode services with regard in particular to:
– the quality and / or sensitivity of its data;
– the legal, regulatory or ordinal restrictions which may be its own;
– the commitments made to its own customers.
5.3. It is also up to the customer to inquire with the service provider about the essential characteristics of the cloud offer, in particular with regard to:
– service levels and performance;
– geographic coverage;
5.4. The client undertakes to:
– use the services in accordance with these;
– collaborate with the service provider;
– subscribe to a level of service adapted to the criticality of the processing and the data covered herein;
– inform the service provider without delay and in a preventive manner of any event likely to have repercussions on the execution of these terms;
– take care of access to the service provider’s site;
– bear the costs at its expense and take out the necessary telecommunications subscriptions;
– check the results provided before any implementation.
Cloud mode is a mode of accessing and processing data. It is not a substitute for back-up services and even less for resumption of activity services.
If data is saved locally on a device, the service provider cannot be held responsible for any damage to customer data.
It is therefore up to the customer to make backup copies unless he subscribes to specific services with the provider. The service provider cannot be held responsible for the harmful consequences for the customer or third parties of the loss, deterioration or destruction of customer data.
6. PROTECTION OF PERSONAL DATA
The data hosted on physical devices or servers or stored in the Cloud made available to the customer are his exclusive property and are placed under his sole responsibility. The service provider does not check this data and only access it for reasons related to the service it provides for the customer.
The Parties undertake to collect and process any personal data in accordance with any regulations in force applicable to the processing of such data, and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 relating to the protection of individuals with regard to the processing of personal data and the free movement of such data and to Law No. 78-17 of 6 January 1978 as amended. Under this law, the Client is responsible for the Processing carried out under the Contract.
In the event that the service provider has to satisfy a communication request from an authorized judicial or administrative authority, the service provider undertakes to inform the customer beforehand to the extent of his abilities. The costs and fees corresponding to these operations will be invoiced to the customer on the basis of the catalogue of annual prices for the services provided by the service provider on the day of the request.
In return for the maintenance and hosting services provided, the Customer will pay the Service Provider the fees provided for in the Order Form.
Additional Maintenance fees may be invoiced for any service provided in relation to the Software wherever it has been installed, integrated, personalized, modified, improved or altered by a third party other than a service provider approved by Script & Go. Unless otherwise provided, all Royalties are due from the effective date of this Contract, and are payable to the Service Provider within thirty (30) days of the date of each invoice, without compensation, deduction or withholding of any sum that may be due to the client. The first year of the Contract may be invoiced at the same time as the license. All royalties arising from the license or the maintenance contract are non-refundable and non-cancellable.
8. PENALTY CLAUSE
In the event of total or partial default by the Client, the latter must pay the service provider a late payment penalty equal to the key rate (refinancing rate) of the European Central Bank (ECB), increased by 10 points. The interest rate used is that in force on the day of delivery of the goods.
This penalty is calculated on the amount including tax of the amount remaining due, and runs from the due date of the price without any prior notice being necessary.
In addition to late payment, any sum, including the deposit, not paid on its due date will automatically result in the payment of a lump sum compensation of 40 euros due for recovery costs.
The Service Provider reserves the right to suspend maintenance services until the fees due have been paid in full.
9. INFORMATION AND COOPERATION
The Customer recognizes and accepts his obligations to provide information and cooperation to the Service Provider, to enable him to accomplish his mission under the best conditions.
This includes, without being limited to it, When the customer requests the service provider as part of his maintenance contract, the authorization given to the service provider to consult and analyze the customer’s data, with the sole purpose of resolving the cause of the the solicitation. The service provider agrees to delete any data then recovered as soon as the incident is resolved, with the exception of data strictly necessary for monitoring maintenance.
He will keep an Incident log (which may also be referred to as the “logbook”) in which he will regularly record the Incidents that have occurred during the use of the Software, specifying their context. He will keep this register available to the Service Provider.
The Customer will complete, upon annual request from the Service Provider, a certificate of use of the software. He undertakes to give free access to his site to the Service Provider to enable him to intervene under this contract and to monitor on site the use made of the Software.
10. FORCE MAJEURE
The liability of the Service Provider cannot be implemented if the non-performance or delay in the performance of one of its obligations described in these terms results from a case of force majeure. As such, force majeure means any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code.
11. HANDLING OF INCIDENTS
The Customer will report, through the Correspondent he has designated, Software Incidents to support. This Correspondent must necessarily have followed the training provided by the Service Provider. He must provide sufficient information to allow the Service Provider to reproduce the Incident and to know the context of its occurrence.
If an incident is communicated to support during its opening hours, the Service Provider will begin the work to qualify the Incident within four (4) working hours of the phone call or within two (2) working days if this report of incident was communicated by e-mail.
If the Incident is qualified as an Anomaly, the support team will make their best efforts to provide a workaround as soon as possible.
Progress reports will be regularly communicated to the Client at the appropriate stages in the qualification of the Incident, and at least once to give its result.
The Customer will be informed of the qualification of the Incident, as well as the possibility of correcting it and, if applicable, the time required for its correction (by an update or a patch). He will be given an explanation of the technical nature of the Incident when it is determined.
Incidents likely to recur for which there is an identified workaround will be sent to Customer by email.
If the software is updated or corrected (application of a “patch”) the Customer will be informed.
Under this Agreement, the Customer is entitled to receive free of charge, at its request, corrective updates and minor changes, modifications or new minor versions x.n of the Software (“Updates”), excluding software. new generation such as x + 1 version.
The Customer will have to enter into a new end user license agreement to obtain and use this new version, which constitutes new software, and a new maintenance contract relating thereto.
The Customer must communicate to the Service Provider the person he has designated as his correspondent (the “Correspondent”), in particular indicating his name, his e-mail address and his telephone number.
If this correspondent is replaced, the Customer will immediately notify the Service Provider and communicate to him the information relating to the new correspondent in writing.
The Service Provider may contact this correspondent for questions relating to Software updates.
The Customer will be able to access information relating to Software Updates by requesting their communication to the correspondent. The Service Provider may also, at its convenience, communicate this information by contacting the Correspondent by telephone.
If the Customer subscribes to the update information by e-mail, the Service Provider will send the Correspondent information relating to Updates to version xa of the Software by e-mail, within one (1) month after the update. public provision of the Update.
Script & Go will only provide support and assistance for the current generation of the Software: any intervention requires that the customer has successfully installed the updates previously offered by Script & Go.
It is recalled as necessary that the service provider cannot be held liable for damage occurring during cloud hosting, in particular:
– because of the hosted data;
– due to the choice and registration by the customer of a given identifier (domain name, email address, designation of a forum, etc.);
– due to the referencing of hosted data;
– breaches of automated data processing systems committed by;
– due to viruses.
It is the client’s sole responsibility to ensure the lawfulness of the purpose of the data, both with regard to compliance with public order rules and respect for the rights of third parties.
The service provider cannot be held responsible for the result of the services if they were to be affected by incomplete or erroneous information communicated by the customer.
It is expressly agreed between the parties that the service provider will automatically disconnect access to customer data if they have been entered by a judicial authority.
The customer will not be able to claim any damages whatsoever if the service provider, seized by a judicial authority, interrupts access to all or part of the customer’s data.
The terms are originally drawn up in French. This translation is English is given for convenience only. In the event of a dispute, only the original French text will prevail, in its version applicable on the date of the purchase.
17. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY CONTRARY CLAUSE, UNLESS OTHERWISE PROVIDED BY LAW, THE SERVICE PROVIDER SHALL NOT BE RESPONSIBLE, FOR ANY AMOUNT, FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF COMMITMENT OR BUSINESS PROFITS, STOPS OF WORK, LOSS OF DATA, COMPUTER FAILURES OR MALFUNCTIONING, EXEMPLARY DAMAGES OCCURRING THEN EVEN THEN IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY CONTRARY CLAUSE, IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE TO THE CUSTOMER OR ANY PERSON OR ENTITY, FOR AN AMOUNT OF DAMAGES EXCEEDING THE CHARGES PAID AND OWED BY THE CUSTOMER TO THE PROVIDER WITHIN THE TWELVE (12) MONTH BEFORE THE DATE OF THE COMPLAINT.
18. DISPUTES, APPLICABLE LAW
The Contract is governed by and established in accordance with French law, notwithstanding its conflict of law rules.
In the event of a dispute, and after having unsuccessfully sought an amicable solution during the month following the first written exchange expressing the difficulty without ambiguity, the competent Courts will be exclusively the Courts of Rennes (France).