Acollab general terms of use

Article 1 – General Provisions

The company AKELIO, a limited liability company with a capital of €10,000, registered with the Trade and Companies Register of Le Mans under number 502 259 237, with its registered office at 21 rue des Coquelicots – 72100 LE MANS, (hereinafter referred to as “AKELIO”), is engaged in software publishing.

AKELIO publishes and offers, via the website www.acollab.com (hereinafter referred to as the “SITE”), a collaborative work software in SAAS mode (Software As A Service) called “ACOLLAB” (hereinafter referred to as the “SOLUTION”).

The SOLUTION allows its user to access a collaborative work platform via the Internet and to centralize and share documents, information, files, tasks, and other types of information via a single interface. The SOLUTION includes various features such as document management (GED), a group calendar, and a time-tracking feature. All functionalities are listed and described on the SITE.

The SITE is published by AKELIO, which owns it.

The publishing director of the SITE is Mr. Guillaume LOUVEL, acting as the manager of AKELIO.

These General Terms are written in French in their original version, which alone is authentic and prevails over any other version.

They apply to the exclusion of all other terms. Any conditions from the CLIENT, provided they are not contrary to these, will only be valid if they have been accepted by AKELIO in advance and expressly.

These General Terms are always accessible by the CLIENT on the SITE before any order and at the time of subscribing to the SOLUTION.

The CLIENT declares that they have read and accept the following provisions before subscribing to the SOLUTION by clicking on the “Create my account” button, beneath which the following mention appears: “By clicking the ‘Create my account’ button, you acknowledge that you have read and accept without reservation the General Terms of Use of Acollab.”

Consequently, placing an order and/or using the SOLUTION implies the CLIENT’s full and unconditional acceptance of these General Terms.

The applicable General Terms are those available online on the SITE on the day of the order.

Failure to exercise, at any time, a right recognized by these General Terms, or failure to require the execution of any stipulation of the agreement derived from these terms, cannot under any circumstances be interpreted as either a modification of the General Terms or as an express or tacit waiver of the right to exercise said right in the future or the right to demand strict compliance with the obligations herein.

Article 2 – Definitions

Terms with an uppercase letter have the definition indicated below:

Administrator: An employee of the Client who manages the provision of the Solution to Users and interfaces with Akelio if necessary.

Client: Refers to the individual or legal entity that placed an order on the website www.acollab.com to access the SaaS solution. The Client is a professional and guarantees that the order was placed in the context of their business activities. The term Client encompasses all users to whom access to the Solution has been authorized by the Client for the articles that define the access and usage rules for the SOLUTION.

Content: Refers to all documents, images, videos, information, or data, and in general, any digital content of the CLIENT processed or hosted using the SOLUTION.

Personal Data: Refers to any data that allows for the direct or indirect identification of an individual.

User Space: Refers to the area from which the User can manage their messages, access projects, log their time, and use the features made available by the administrator.

Site: Refers to the website www.acollab.com from which it is possible to access the Acollab SaaS solution.

Solution: Refers to the Acollab SaaS tool available online and provided to the Client and Users by AKELIO.

User: Refers to any person who has access to the Solution. Each User agrees to comply with these general terms upon opening their account.

Article 3 – Purpose

The purpose of these General Conditions is to define the terms and conditions for the conclusion, via the SITE, of a subscription to the use of the SOLUTION (hereinafter referred to as the “SUBSCRIPTION”) by an Internet user acting in a professional capacity (hereinafter referred to as the “CLIENT”).

They thus define the terms and conditions under which AKELIO, within the framework of the SUBSCRIPTION:

– grants the CLIENT, who accepts it, the personal, non-transferable, non-assignable, and non-exclusive right to use the SOLUTION in accordance with its intended purpose and for the CLIENT’s own needs;

– provides hosting services for the CLIENT’s data in the context of the use of the SOLUTION, as well as maintenance of the SOLUTION.

Article 4 – Authority and Capacity

The CLIENT declares to be legally capable of entering into this Agreement, the General Conditions of which are presented below, meaning they have reached the legal age of majority, are not under guardianship or curatorship, and possess the necessary authority when acting on behalf of and for the account of a legal entity.

Article 5 – Client Account

To place an order for a SUBSCRIPTION, the CLIENT must hold a client account.

The CLIENT can create their account by clicking on the “Create my account” button displayed on the SITE.

Upon the creation of their account, a confirmation email summarizing the information provided is sent to the CLIENT at the email address they previously indicated.

AKELIO will automatically and without compensation deactivate the account following the CLIENT’s failure to comply with these General Conditions or in the case of fraudulent actions by the CLIENT.

In the event of non-compliance by the CLIENT with these conditions, the deactivation of the account will only occur after a formal notice has been sent and remained unaddressed for more than 20 days.

Article 6 – Order of the SUBSCRIPTION

The CLIENT places their SUBSCRIPTION order through their client account in the SOLUTION.

Any online order implies acceptance by the CLIENT of the prices and descriptions of the SOLUTION and the SUBSCRIPTION plans.

Once their order is completed, the CLIENT has the opportunity to review the selected SUBSCRIPTION and the total price of their order through a summary screen. If necessary, they can modify the order before confirming it.

The order confirmation is equivalent to the handwritten signature referred to in Article 1341 of the Civil Code and to the conclusion of a contract in electronic form within the meaning of Articles 1369-1 and following of the French Civil Code. From this action:

– the CLIENT confirms their order and declares their full and unreserved acceptance of it, as well as of all the provisions of these General Conditions, and;

– the order is considered irrevocable and can only be challenged in the limited cases provided for herein.

Article 7 – Confirmation of the SUBSCRIPTION Order

As soon as the order is registered, an acknowledgment of receipt and confirmation of the order is automatically sent to the CLIENT at the email address they provided. The sending of this acknowledgment and confirmation of the order constitutes acceptance of the order and validation of the transaction. This order confirmation signifies the existence of a contract between AKELIO and the CLIENT.

AKELIO reserves the right to refuse to validate the order of a CLIENT with whom there is an existing dispute regarding the payment of a previous order and/or non-compliance with these General Conditions.

This email details the CLIENT’s order, specifies the exact amount and terms of the subscribed SUBSCRIPTION, and refers to these General Conditions.

By retaining and/or printing this email, the CLIENT has proof of their order, which AKELIO recommends they keep.

No cancellation, whether total or partial, of the order will be accepted without AKELIO’s prior agreement.

Article 8 – Duration of the SUBSCRIPTION Agreement

The SUBSCRIPTION, along with the rights and obligations that arise from it, is entered into for a specified period, as indicated at the time of the order on the SITE. Once the period subscribed by the CLIENT during the order has passed, the SUBSCRIPTION will be automatically renewed for successive periods equivalent to the initial duration of the Contract, unless terminated by either Party, by sending a notification to the other Party five business days before the end of the current period:

– either through the dedicated interface on the SOLUTION;
– or by email to the following address: contact@akelio.fr;

At the end of the SUBSCRIPTION, the CLIENT will no longer have access to the SOLUTION and, consequently, will cease any use of the SOLUTION and its access codes.

Furthermore, the retrieval of the CLIENT’s data, which AKELIO hosts as stipulated in Article 12 of these General Conditions, will be implemented under the terms defined in Article 18 below.

Article 9 – Trial Period

The CLIENT may benefit from a trial period of thirty (30) days. This trial period allows for the use of the SOLUTION for a maximum of five (5) USERS and provides a storage space limited to 1 GB.

At the end of this trial period, the Client must place an order to continue using the SOLUTION. If the CLIENT does not place an order, their access will be permanently closed.

The CLIENT agrees to comply with these General Terms and Conditions from the start of the trial period.

Article 10 – Prices / Unforeseeable Circumstances

10.1 Prices

Different plans for using the SOLUTION are offered on the SITE.

The plans are described on the SITE and specify, for each one, the elements included, notably the conditions for using the SOLUTION, the number of users, features, available storage space, as well as their prices.

The prices mentioned on the SITE are stated in Euros and are exclusive of taxes. They will be increased by taxes at the rate in effect on the day of invoicing.

The prices applicable to the order are those in effect on the day of the order.

Promotional offers are valid only within the validity period of the respective offer.

In the case of subscription renewal, AKELIO may unilaterally revise the price of the SUBSCRIPTION. In this regard, AKELIO must notify the CLIENT of the new revised price by any means, 30 days prior to the subscription expiration date, thus allowing the CLIENT the opportunity to disengage if necessary.

10.2 Unforeseeable Economic Circumstances

In accordance with Article 1195 of the Civil Code, AKELIO declares that it does not accept the risk of upward fluctuations in the cost of hosting and storing the SOLUTION and the CLIENT’s Content charged to it by the hosting provider performing these specific services under subcontracting. Consequently, any increase of more than FIFTEEN (15) % in this specific service notified to the CLIENT is deemed to constitute an unforeseeable economic circumstance rendering the provision of the SaaS service excessively burdensome for AKELIO. In this event, the parties agree to renegotiate the Contract in good faith. Failing to reach a written agreement through an amendment within thirty (30) days of the notification referred to above, either party may notify the termination of the Contract, without any indemnity of any kind for either party. Prior to the agreement on the new price or the termination of the Contract under the aforementioned conditions, AKELIO shall be obliged to perform the Contract under the financial conditions and terms agreed with the CLIENT.

Article 11 – Payment of the SUBSCRIPTION

11.1 Payment Methods

The CLIENT can make the payment for the SUBSCRIPTION by credit card by providing their banking details when placing the order for the SUBSCRIPTION.

Subject to having previously contacted AKELIO to obtain approval for one of these payment methods, the CLIENT may also pay by bank transfer or by check made out to AKELIO.

11.2 Payment Terms

The SUBSCRIPTION is payable monthly or annually depending on the chosen subscription, in the form of fees for the amounts specified at the time of ordering.

In the case of payment by credit card through the CLIENT providing their banking details at the time of the order, the fee will be automatically deducted from the CLIENT’s bank account at each payment due date during the duration of the SUBSCRIPTION on the due date set at the time of the order. The deduction of the fee automatically generates an invoice, which is sent to the CLIENT by email to the address provided. Invoices are also accessible within the SOLUTION from the CLIENT’s account.

Invoices are payable net, without discount, upon ordering.

Any amount not paid by the due date will automatically incur, without formalities in accordance with Article L.441-6 of the Commercial Code, (i) the application of late interest on the outstanding amounts until full payment, at a rate equal to the ECB refinancing operation rate plus 10 percentage points. In this case, the rate applicable during the first half of the concerned year is the rate in effect on January 1 of that year, and for the second half, the rate in effect on July 1 of the concerned year; (ii) the payment of a fixed compensation amount for recovery costs as set by current regulations, which is €40 if the recovery costs are below this amount, and beyond this amount, an amount equal to the actual costs incurred to obtain payment of the outstanding debt.

Furthermore, if any amount due is not settled within twenty days of the formal notice sent by registered letter with acknowledgment of receipt, AKELIO shall have the right to suspend the performance of its obligations until payment of that amount and/or to terminate the SUBSCRIPTION by right, without prejudice to any damages to which it may be entitled.

Article 12 – Scope of the Rights Granted on the SOLUTION

As part of the SUBSCRIPTION, AKELIO grants the CLIENT a personal, non-transferable, non-exclusive, and non-sublicensable right to use and access the SOLUTION remotely.

The CLIENT may only use the SOLUTION in accordance with their needs and the documentation, specifically for the sole purpose of allowing the CLIENT to utilize the SOLUTION.

This right is granted to the Client personally, for the number of users specified in the chosen plan as well as for the storage space indicated in the chosen plan; and according to the conditions defined in the plan, for their internal needs.

The granted right of use includes the right to represent and implement the SOLUTION according to its intended purpose, in SaaS mode via an Internet connection. The CLIENT shall in no case make the SOLUTION available to any third party. The granted right of use may not be sublicensed, assigned, transferred, or distributed in any way, whether for free or for a fee. The CLIENT is strictly prohibited, including but not limited to:

• Copying or reproducing, disseminating, modifying, or adapting the SOLUTION in whole or in part by any means and in any form;
• Using the SOLUTION other than in strict accordance with the stipulations interpreted herein;
• Translating or transcribing the SOLUTION into any other language, or adding any object not conforming to its specifications;
• Decompiling or reverse engineering the code of the SOLUTION beyond the limits permitted by law.

The SUBSCRIPTION does not grant the CLIENT any intellectual property rights on the SOLUTION, which remains the entire and exclusive property of AKELIO. The CLIENT agrees to respect the ownership notices appearing on the SOLUTION, its media, and related documentation.

The CLIENT acknowledges that copyright and other intellectual property rights in the SOLUTION, including all modifications made by or for the CLIENT, whether authorized or not, are and remain the property of AKELIO.

AKELIO does not provide the source programs of the SOLUTION.

The SOLUTION constitutes confidential information belonging to AKELIO that the CLIENT agrees to protect, notably by using the SOLUTION in good faith and for its own internal needs.

In the event of the CLIENT’s failure to meet the obligations described above, the SUBSCRIPTION may be immediately terminated by AKELIO by sending a registered letter with acknowledgment of receipt, under the conditions and with the consequences provided in Article 20 “Termination” below.

Article 13 – Access Procedure to the SOLUTION

Access to the SOLUTION requires Users to have Internet access. All costs necessary for equipment and Internet connection are the sole responsibility of the CLIENT.

The CLIENT acknowledges that they are aware of the characteristics and limitations of the Internet described below:

• Data transmissions over the Internet only have a relative technical reliability, and no one can guarantee the proper functioning of the Internet;
• AKELIO has taken significant measures to secure access to the SOLUTION, but data transmitted over the Internet may be intercepted, and therefore the communication of passwords, confidential codes, and, more generally, any sensitive information is done by the CLIENT at their own risk;
• The Internet is an open network, and the information transmitted by this means is not protected against the risks of interception, fraudulent, malicious, or unauthorized intrusion into the CLIENT’s information system, hacking, alteration, or unauthorized extraction of data, or malicious modifications of programs or files or contamination by computer viruses. It is therefore the CLIENT’s responsibility to take all appropriate measures to protect their own data and/or software stored on their information system from contamination by viruses and attempts at intrusion by third parties through the access service.

As a result of the above and with full knowledge of the characteristics of the Internet, the CLIENT waives any liability of AKELIO regarding one or more of the aforementioned facts or events, except in cases of fault by AKELIO.

In order to benefit from the services, access to the SOLUTION must be done via updated browsers such as Mozilla Firefox, Google Chrome, Safari, or Microsoft Edge. AKELIO does not guarantee that the SOLUTION will function on other browsers.

The CLIENT acknowledges having been sufficiently informed about the computer conditions required to access the SOLUTION.

13.1 Availability of the SOLUTION

The SUBSCRIPTION aims to grant the CLIENT a right of access to the SOLUTION via the Internet.

AKELIO commits to making its best efforts to ensure that the SOLUTION is accessible to the CLIENT 24 hours a day, 7 days a week, through a connection to the Internet and using a unique identifier and password for the CLIENT.

In this regard, the CLIENT is warned of the technical hazards inherent in the Internet, and the access interruptions that may result. Consequently, AKELIO cannot be held responsible for any unavailability or slowdowns of the SOLUTION.

Furthermore, AKELIO reserves the right to restrict access to the SOLUTION, in whole or in part, without notice, in order to ensure the maintenance and/or evolution of the SOLUTION. AKELIO will strive to avoid excessive downtime for access to the SOLUTION.

Similarly, in the event of the SOLUTION being inaccessible due to technical malfunctions on the part of AKELIO, it commits to making its best efforts to promptly remedy any faults and to make the necessary corrections, and in any case, does not guarantee that access to the SOLUTION will be uninterrupted.

In any case, AKELIO is generally only bound to a duty of means regarding the CLIENT’s access to the SOLUTION.

13.2 Access Conditions to the SOLUTION

At the conclusion of the SUBSCRIPTION, the CLIENT enters a starting identifier and password. The CLIENT may subsequently modify the password at their discretion.

These identifier and password are intended to reserve access to the SOLUTION for the CLIENT, protect the integrity and availability of the SOLUTION, and maintain the confidentiality of the CLIENT’s data hosted through the SOLUTION by AKELIO.

The CLIENT is fully and exclusively responsible for their identifier and password, which are personal and confidential. They will bear sole responsibility for any consequences that may result from their use by third parties who may have knowledge of them. In the event of a breach by the CLIENT and/or infringement of any rights of AKELIO, AKELIO may terminate the SUBSCRIPTION under the conditions defined in Article 20 “Termination” below, without prejudice to any damages to which it may be entitled.

Through their account, the CLIENT can then invite and select their chosen users of the SOLUTION in accordance with the subscribed plan. The selected users will have a password and an identifier allowing them to access the SOLUTION.

The CLIENT’s right of access and use, as well as that of the Users, must be exercised under the conditions determined by the subscribed plan.

In this regard, the CLIENT undertakes and guarantees AKELIO that the present General Conditions will be respected by the users they have selected, notably regarding the use of the SOLUTION. Similarly, the identifiers and passwords assigned to the users are personal and confidential. The CLIENT agrees and guarantees that the users will maintain the strict confidentiality of these elements. Under these conditions, in the event of a breach of this confidentiality by the users or improper use of the SOLUTION by them, the CLIENT will bear sole responsibility for any consequences that may result. Similarly, AKELIO may terminate the SUBSCRIPTION under the conditions defined in Article 20 “Termination” below, without prejudice to any damages to which it may be entitled.

Article 14 – The Hosting Service for CLIENT Data

As part of the CLIENT’s use of the SOLUTION, AKELIO will provide data hosting services for the CLIENT.

The hosting service refers to the allocation by AKELIO to the CLIENT, as part of the subscribed SUBSCRIPTION, of a storage space where the CLIENT can store its data while using the SOLUTION.

AKELIO commits to hosting the data entrusted by the CLIENT so that it remains accessible.

From the moment the data is uploaded, AKELIO commits to making its best efforts to ensure that the CLIENT can access its stored data 24 hours a day, 7 days a week, through an Internet connection and by using the CLIENT’s access codes.

In this respect, the CLIENT is warned of the technical hazards inherent in the Internet and the access interruptions that may result. Consequently, AKELIO cannot be held responsible for any unavailability of the CLIENT’s access to its data.

Furthermore, AKELIO reserves the right to restrict, without prior notice, total or partial access to the SOLUTION and thus to the data, particularly to ensure the maintenance and/or evolution of the SOLUTION, as well as the software, hardware, or infrastructure used for hosting the CLIENT’s data. AKELIO will attempt to avoid excessive downtime for access to the data.

Similarly, in the event of inaccessibility of the CLIENT’s data due to technical malfunctions on the part of AKELIO, it commits to making its best efforts to promptly remedy any malfunctions and to make the necessary corrections, and in any case, does not guarantee that access to the data will be uninterrupted.

The CLIENT is responsible for performing any necessary backups of its data on its own media, with storage and conservation being ensured by the CLIENT under its own responsibility.

However, AKELIO performs daily backups of the hosted data for the CLIENT, without this constituting an obligation on the part of AKELIO.

In general, AKELIO is only bound to a duty of means regarding the hosting of the CLIENT’s data.

The CLIENT is solely responsible for the content, operation, and updating of the information and personal data transmitted to AKELIO, disseminated via the SOLUTION, and hosted by AKELIO.

The CLIENT commits to ensuring that Users do not upload Content containing or likely to contain viruses or programs that destroy data or disrupt the functioning of the SOLUTION or harm other Users. The CLIENT also commits not to insert any illegal content or statements that may violate public order, good morals, or the rights of third parties.

The CLIENT acknowledges that content deemed to violate applicable laws or regulations may be reported by AKELIO to the authorities responsible for law enforcement. The CLIENT agrees, without this enumeration being considered exhaustive, not to use the SOLUTION for content that is insulting, defamatory, racist, xenophobic, revisionist, or harmful to the honor or reputation of others, inciting discrimination, hatred of a person or group based on their origin or their belonging or non-belonging to a particular ethnicity, nation, race, or religion, threatening a person or group of people, pornographic or pedophilic content, inciting to commit a crime, or an act of terrorism or otherwise, infringing the rights of others and the safety of persons and property.

The CLIENT guarantees AKELIO that it holds all rights related to the information, data, and content hosted by AKELIO on its servers.

The CLIENT declares that it is the author or has all necessary rights or permissions regarding all Content uploaded to the SOLUTION, especially when making modifications or sharing. In this respect, the CLIENT declares that it holds the intellectual property rights and/or permissions for reproduction, representation, and modification of the Content it uploads and for which it uses the SOLUTION.

The CLIENT is fully responsible for any creation, transmission, or publication of Content through the SOLUTION and the consequences of its actions.

The use of the Service, particularly the storage of Content, is done solely at the CLIENT’s own risk. It is the CLIENT’s responsibility to respect the rights of third parties. The CLIENT thus assumes all liability towards AKELIO, including legal fees, in the event of a claim, complaint, or request against it from any third party claiming to be harmed.

If the data transmitted by the CLIENT in the context of using the SOLUTION contains personal data, the CLIENT guarantees AKELIO that it has fulfilled all obligations incumbent upon it under Law No. 78-17 of January 6, 1978, known as “Informatique et Libertés,” and the GDPR, and that it has informed the individuals concerned about the use of their personal data. In this respect, the CLIENT guarantees AKELIO against any claims, complaints, or requests from any individual whose personal data would be reproduced or hosted via the SOLUTION.

The hosting is subcontracted to OVH. The servers are located in Europe, and no transfer is made to a third country.

Article 15 – Prestations supplémentaires

AKELIO pourra notamment, à la demande du CLIENT, assurer des prestations de services supplémentaires dont la description, les conditions financières et la durée feront l’objet d’une proposition commerciale et d’un accord particulier entre les parties. Tout accord oral est nul et non avenu. Il pourra notamment s’agir de formation personnalisée à l’utilisation de la SOLUTION, ou d’assistance et de conseil à la mise en œuvre et à l’utilisation de la SOLUTION.

Article 16 – Obligations du CLIENT

Le CLIENT s’engage :

– à ne pas utiliser la SOLUTION pour la fourniture de service partagé, c’est à dire à utiliser la SOLUTION pour les besoins propres d’un ou de plusieurs tiers ;

– à respecter les droits des tiers, notamment les droits de la personnalité, les droits de propriété intellectuelle des tiers, tels que les droits d’auteur, droits sur les brevets ou sur les marques ;

– à ne pas accorder, commercialiser ou vendre à son propre bénéfice ou celui d’un tiers, directement ou indirectement, une utilisation de la SOLUTION à des tiers conformément à l’étendue du droit concédé sur la SOLUTION dans le cadre de l’ABONNEMENT ;

– à ne pas utiliser le service d’envoi de message pour transmettre des spams ou des virus ;

– à modérer les forums et autres espaces de discussion publique en ligne.

De manière générale, le CLIENT assume la responsabilité de la sécurité physique et logique des terminaux individuels d’accès à la SOLUTION. Dans l’hypothèse où le CLIENT aurait connaissance de ce qu’une personne non habilitée aurait accès au back office de la SOLUTION, le CLIENT s’engage à en informer AKELIO sans délai.

Le non-respect par le CLIENT des dispositions ci-dessus entraînera le droit pour AKELIO, de suspendre sans délai et sans mise en demeure préalable, le service d’Hébergement ou le droit d’accès et d’utilisation de la SOLUTION, et résilier l’ABONNEMENT, dans les conditions définies à l’article 20 « Résiliation » ci-dessous, sans que le CLIENT ne puisse prétendre à de quelconque dommages et intérêts à ce titre.

En cas de résiliation, le CLIENT s’engage à payer à AKELIO les sommes restant dues au jour de la résiliation, et à verser les redevances restant à courir jusqu’au terme prévu de l’ABONNEMENT, sans préjudice des dommages et intérêts auxquels AKELIO pourrait prétendre.

Article 17 – Responsabilité

17.1 Informations et utilisation du SITE

AKELIO s’efforce de s’assurer au mieux de ses possibilités de l’exactitude et de la mise à jour des informations diffusées sur le SITE, qu’elle se réserve le droit de modifier, à tout moment et sans préavis. Toutefois, elle ne peut garantir l’exactitude, la précision ou l’exhaustivité des informations figurant sur le SITE. En conséquence, elle décline toute responsabilité quant aux imprécisions, inexactitudes ou omissions portant sur les informations disponibles, ainsi que toute responsabilité relatives aux dommages résultant d’une intrusion frauduleuse d’un tiers ayant entrainé une modification des informations contenues sur le SITE

De la même manière, les photographies et les textes reproduits et illustrant la SOLUTION présentés ne sont pas contractuels. En conséquence, la responsabilité d’AKELIO ne saurait être engagée en cas d’erreur dans l’une de ces photographies ou l’un de ces textes.

Par ailleurs, l’utilisation et la navigation du SITE se font sous la responsabilité du CLIENT. AKELIO décline toute responsabilité et ne pourra être tenue pour responsable de tous dommages ou virus qui pourraient affecter l’équipement informatique ou tout autre matériel lors de l’accès au SITE, de l’utilisation du SITE ou de la navigation sur le SITE, du téléchargement de tout contenu, donnés, textes, images ou fichiers à partir du SITE.

17.2 Utilisation de la SOLUTION et exécution de l’ABONNEMENT

AKELIO s’engage à apporter tous les soins et toutes les diligences nécessaires à l’exécution de l’ABONNEMENT et à l’utilisation de la SOLUTION par le CLIENT. Seules les obligations expressément définies dans la formule sélectionnée et les présentes Conditions Générales seront de la responsabilité d’AKELIO.

D’une façon générale, AKELIO n’est tenue qu’à une obligation de moyens, et le CLIENT ne pourra rechercher la responsabilité d’AKELIO qu’en prouvant un comportement fautif.

Dans l’hypothèse où la responsabilité d’AKELIO serait engagée, elle ne sera engagée qu’en réparation du préjudice réel, direct, personnel et certain, subi par le CLIENT, pour autant que le CLIENT rapporte la preuve que le manquement ou la faute d’AKELIO est la cause de ce préjudice.

Ainsi, la responsabilité d’AKELIO ne peut en aucun cas être engagée :

– en réparation de dommages indirects, perte(s) d’exploitation, de productivité, de gains, d’image de marque, de contrat(s), d’investissement(s), de temps, de données, fichier(s), programme(s) informatique(s), documentation(s) même si AKELIO a été avisée de la possibilité de telles pertes ;

– en cas de force majeure telle que définie à l’article 22 ci-dessous ;

– si le dommage est causé par un fait ou un manquement du CLIENT ou d’un tiers.

Dans tous les cas, la responsabilité d’AKELIO est expressément limitée aux dommages directs subis par le CLIENT, à concurrence d’un montant égal aux sommes effectivement perçues par AKELIO au titre de l’ABONNEMENT souscrit par le CLIENT.

Sous peine de forclusion, le délai d’action en responsabilité à l’encontre d’AKELIO ne pourra excéder un an à compter de la date de connaissance du dommage.

Le CLIENT devra faire tout son possible pour minimiser les préjudices qu’il pourrait subir dans le cadre de l’ABONNEMENT et de l’utilisation de la SOLUTION.

AKELIO ne prend d’engagement que vis-à-vis du CLIENT. En conséquence, en cas d’action de tiers, tels que les filiales du CLIENT ou les clients du CLIENT, à l’encontre d’AKELIO, le CLIENT devra garantie à AKELIO.

En tout état de cause, la responsabilité d’AKELIO ne sera pas engagée et aucune indemnité ne sera due dans les cas ci-après :

– interruption de l’accès à la SOLUTION et aux données du CLIENT, notamment en cas de maintenance ou de l’évolution de celle-ci, de dysfonctionnements techniques ou du réseau Internet ;

– détérioration de la SOLUTION du fait du CLIENT et/ou non-respect des conseils donnés par AKELIO ;

– mauvaise utilisation des terminaux par le CLIENT ;

– destruction partielle ou totale des données du CLIENT hébergées par AKELIO à la suite d’erreurs imputables directement ou indirectement au CLIENT, ou du fait d’un tiers ayant accédé à la SOLUTION au moyen des identifiant et mot de passe du CLIENT ;

– dommages ou virus qui pourraient affecter l’équipement informatique ou tout autre matériel lors de l’accès à la SOLUTION, de l’utilisation de la solution, du téléchargement de tout contenu, donnés, textes, images ou fichiers à partir de la SOLUTION.

Enfin, AKELIO ne saurait être tenue pour responsable du non-respect total ou partiel d’une obligation et/ou défaillance des opérateurs des réseaux de transport vers le monde Internet, et en particulier du ou des fournisseurs d’accès du CLIENT. A ce titre, AKELIO informe le CLIENT que ses prestations sont dépendantes d’autres opérateurs techniques et que sa responsabilité ne peut être engagée du fait de leur défaillance.

Article 18 – Protection of Personal Data

18.1. AKELIO as Data Controller

In the context of providing the service, AKELIO collects personal data from the CLIENT’s Administrators as well as from those who validate the order, which is essential for customer follow-up. The data collected includes:

• Email address
• First name
• Last name
• Phone number
• Position within the CLIENT’s company

The Provider collects and processes the personal data of the CLIENT’s Administrators for the following purposes:

• Provision of the service
• Order management
• Commercial relations, payment, invoicing, etc.
• Response to any questions/complaints from Clients
• Management of requests for access, rectification, and opposition
• Management of unpaid bills and litigation
• Management of the Contract, maintenance, etc.

The personal data of these individuals is retained for the duration of the Contract and up to three years after the end of the Contract and the last contact with the Client for the purpose of prospecting. The personal data of the person who validated the order is retained for the time required by law for the retention of contracts.

The personal data of the affected individuals is processed by AKELIO’s commercial and technical service, as well as by any potential subcontractors, technical providers, and intermediaries necessary for the execution of the contract.

Personal data/cookies may be used for personalizing advertisements on the first layer of the consent notice.

For your information, Google uses personal data when users provide their consent on our site.

AKELIO may also communicate personal data in order to cooperate with administrative and judicial authorities.

AKELIO takes appropriate measures to secure the personal data of the affected individuals and has implemented necessary precautions to ensure the security and confidentiality of the data, specifically to prevent it from being altered, damaged, or disclosed to unauthorized persons.

The legal basis for the processing carried out by AKELIO is contractual, formalized by this Contract that the CLIENT must accept. The purpose of the processing is the proper execution of this Contract.

The affected individuals are informed that they can exercise their rights of access, rectification, erasure, request limitation of processing, and portability of their data in accordance with the provisions of Law No. 78-17 of January 6, 1978, as amended, and the GDPR, by contacting AKELIO at contact@akelio.fr or by mail addressed to AKELIO, 21 Rue des Coquelicots – 72100 LE MANS, mentioning their complete contact details (business name/name, address, phone number, email address, and specifying the subject of the request).

The affected individuals may, if necessary, lodge a complaint with the internal supervisory authority, the CNIL in France.

18.2. AKELIO as Data Processor

When the CLIENT uses the SOLUTION to process personal data, such as data from Users, the CLIENT is the data controller and AKELIO is the data processor.

The purposes of the processing entrusted by the CLIENT to AKELIO are hosting and any other services provided for in the Contract. If processing related to other purposes is entrusted to AKELIO by the CLIENT, the CLIENT must specify this in writing.

AKELIO commits (i) not to process the data entrusted for processing in any way other than as stipulated in the Contract and (ii) not to carry out any other processing of data not provided for in the Contract, except on the CLIENT’s prior written, documented, and legitimate instructions. The CLIENT must specify to AKELIO the retention periods of the data that the Provider processes on behalf of the CLIENT. The CLIENT may at any time and freely delete the data it has processed using the SOLUTION. The CLIENT is solely responsible for complying with the retention period for the data for which it acts as the data controller.

AKELIO reminds the CLIENT that, pursuant to Article 28.3.al.2 of the GDPR, any instruction from the CLIENT that may lead to a breach of the GDPR or French data protection law obliges AKELIO to immediately inform the CLIENT. AKELIO reserves the right to refuse instructions from the CLIENT that it deems unlawful under Article 82.2 of the GDPR. In this case, AKELIO’s written and documented refusal shall not allow the CLIENT to terminate the Contract, except for the CLIENT to engage its liability towards AKELIO for termination deemed “without legitimate cause” of the Contract.

The CLIENT authorizes AKELIO to recruit subprocessors. AKELIO will inform the CLIENT of any planned changes regarding the addition or replacement of subprocessors, thus giving the CLIENT the opportunity to object to these changes (Article 28.2 of the GDPR).

AKELIO commits to technically processing the CLIENT’s data present on the SOLUTION only to fulfill the Contract, excluding any other use. Personal data is stored and processed by a subcontracted host of the Provider, OVH, on servers located exclusively within the territory of the European Union and are not transferred outside the European Union without the CLIENT’s prior written consent, except in accordance with a European adequacy decision allowing a processing provider to export personal data without specific authorization. The CLIENT may request from AKELIO the security measures implemented by the host.

Personnel at AKELIO who have access to CLIENT data are bound by a confidentiality obligation.

AKELIO will delete all CLIENT data at the end of the Contract, except where a legal obligation requires its retention.

AKELIO makes available to the CLIENT, as data controller, all information necessary to demonstrate compliance with the obligations set forth in this article and to enable audits, including inspections, as long as these audits are not abusive and do not destabilize the service provided. These audits may occur no more than once a year.

In accordance with Article 33 of the GDPR, AKELIO commits to inform the CLIENT within a maximum of forty-eight (48) hours after becoming aware of any data security breach affecting CLIENT data when this breach leads, accidentally or unlawfully, to unauthorized access or disclosure, alteration, loss, or destruction of personal data. It is then the CLIENT’s responsibility to inform (i) the supervisory authority to which it is subject, and (ii) the affected individuals when this data security breach is likely to pose a high risk to rights and freedoms.

In the event of a security breach, AKELIO commits (i) to take all appropriate technical corrective measures as quickly as possible to end the identified security breach, specifically to render the data unintelligible to any unauthorized person and apply them to the data affected by this security breach, and (ii) to justify this in writing without delay to the CLIENT.

It is the CLIENT’s responsibility to ensure the legality of data collection and processing and to comply with all obligations arising from data protection law, notably to inform the affected individuals in accordance with Article 13 of the GDPR and to respect their rights.

In the event of a request to exercise rights by an affected individual, AKELIO will transmit all elements necessary to comply with the request to the CLIENT. For technical reasons, the one-month deadline may be exceeded. The CLIENT is responsible for verifying the legitimacy of the rights exercise request.

Article 19 – Insurance

The CLIENT agrees to subscribe to and maintain, at its own expense, adequate insurance coverage and/or as required by law for the entire duration of the SUBSCRIPTION.

Article 20 – Termination

In the event of a breach by either Party of its obligations, the other Party shall notify the cause of such breaches and shall send a formal notice by registered letter with acknowledgment of receipt, allowing the breaching Party 20 days from receipt of the letter to remedy the breach. If the breaching Party fails to remedy the breach within this period, the SUBSCRIPTION may be terminated by operation of law at the fault of the breaching Party by registered letter with acknowledgment of receipt, without prejudice to any damages that may be claimed.

In this case, the CLIENT will no longer have access to the SOLUTION and, consequently, will cease all use of the SOLUTION and its access codes.

Furthermore, the recovery of the CLIENT’s data will be carried out under the conditions defined in Article 21 below.

In particular, in the event of termination by AKELIO due to breaches by the CLIENT, the CLIENT agrees to pay AKELIO any amounts due as of the date of termination and to pay the fees remaining until the scheduled end of the SUBSCRIPTION, without prejudice to any damages that AKELIO may claim.

Article 21 – Termination of Contractual Relations

In the event of termination of the contractual relations, for any reason, AKELIO will not ensure any reversibility of the CLIENT’s hosted data and will proceed with the destruction of such data.

Consequently, the CLIENT agrees to take personal responsibility and ensure, at its own exclusive expense, the recovery of its data hosted by AKELIO in the context of using the SOLUTION.

In this regard, the CLIENT must ensure that it performs any backups of its data that it deems necessary on its own storage devices, particularly by regularly backing up its data stored by AKELIO during the SUBSCRIPTION.

Only in exceptional cases and upon the CLIENT’s express request will AKELIO provide a data reversibility service for the CLIENT’s data. This service will then be charged to the CLIENT at the prevailing rate of AKELIO at the time of execution of the data reversibility service and will be subject to a specific agreement between the Parties.

In accordance with Article 1230 of the Civil Code, the provisions that, by their nature, survive the termination of the Contract (notably the obligation of confidentiality and jurisdiction) will continue to apply, regardless of the cause and/or basis for the termination.

Article 22 – Force Majeure

In the event that the non-fulfillment of any of the Parties’ obligations is caused by a case of force majeure, the commitments of each Party under the SUBSCRIPTION will be suspended initially.

The Party wishing to invoke a case of force majeure will inform the other Party by fax as soon as it occurs. It will also inform the other Party without delay of the cessation of said cause. If the force majeure event lasts more than two (2) months from the notification to the other Party, either Party may terminate the SUBSCRIPTION by registered letter with acknowledgment of receipt, without the other Party being able to claim damages as a result.

Events considered as force majeure concerning the obligations of the Parties include events independent of their will, which they could not reasonably have foreseen, to the extent that their occurrence makes it more difficult or more costly to fulfill their obligations. This includes, but is not limited to, events typically recognized by court jurisprudence, such as acts of war, riots, natural disasters, embargoes, epidemics, disruptions to transportation means or communication routes, government actions, changes in regulations applicable to these General Conditions or to the SOLUTION, internal or external strikes, internal or external failures or breakdowns, and generally any event that prevents the proper execution of contractual obligations.

In any case, in the event of force majeure, the liability of the defaulting Party cannot be engaged under any circumstances.

Article 23 – Confidentiality

The Parties are bound by a mutual and general obligation of confidentiality towards third parties.

Each Party is therefore required not to disclose confidential information of the other Party that it has become aware of during the execution of the SUBSCRIPTION.

“Confidential information” as defined in this article includes any financial, commercial, technical, intellectual property, or industrial information related to a Party or to the SOLUTION, including know-how, source codes of AKELIO’s software, communicated by the other Party in writing, digitally, verbally, marked as “confidential” or “proprietary,” or that is evidently of a confidential nature or the proprietary information of the issuing Party.

This confidentiality obligation does not apply to information that the receiving Party was already aware of before receiving it and that it had free access to, to information that has entered the public domain without violating this confidentiality clause, as well as to information created by the receiving Party.

This confidentiality obligation will remain in effect for a period of five (5) years after the termination of the contractual relationship between the Parties.

Article 24 – Subcontracting

AKELIO reserves the right, which the CLIENT accepts, to subcontract all or part of the services covered by the SUBSCRIPTION or to call upon the skills or specific experience of third parties, experts, or providers.

Article 25 – Advertising

AKELIO is authorized to mention the CLIENT’s name as a reference among its list of clients.

AKELIO agrees to cease citing the CLIENT’s name among its list of clients upon the first request made by the CLIENT via registered letter with acknowledgment of receipt.

Article 26 – Assignment

The SUBSCRIPTION is concluded in consideration of the CLIENT’s identity.

In this context, the CLIENT may not, without obtaining prior written consent from AKELIO, assign all or part of the SUBSCRIPTION, whether for a fee or free of charge.

This clause also applies in the event of a proposed transfer of full ownership or a divided ownership of the CLIENT’s business assets or shares, management assignment, contribution to a company, merger, demerger, partial asset transfer, or changes in the legal representative or partners or shareholders.

However, by way of derogation from the principle stated above, the CLIENT may proceed with such an assignment or transfer of the Contract to another entity that it controls, or which is under its control. Such an assignment or transfer of the Contract would be accepted after prior notification to AKELIO. The CLIENT will remain responsible for the obligations of the assignee entity for the entire duration of the SUBSCRIPTION and its possible renewals.

In this context, in the event of a transfer of the CLIENT or the SUBSCRIPTION as defined above, AKELIO will have the right to terminate the SUBSCRIPTION based on this clause.

AKELIO reserves the right, which the CLIENT accepts, to freely assign or transfer the SUBSCRIPTION to a third party.

Article 27 – Modification of the General Conditions

Given the possible developments of the SITE and the SOLUTION, AKELIO reserves the right to adapt or modify these General Conditions at any time.

The General Conditions then in force will apply to all orders placed from their date of publication on the SITE.

In the event that any term of the General Conditions is deemed illegal or unenforceable by a court decision, the other provisions will remain in force.

Article 28 – Evidence Agreement

The “clicks” of the Client made in acceptance of these General Conditions, as well as for the order and payment, constitute acceptance of the Contract.

The computerized records kept in AKELIO’s computer systems will be stored under reasonable security conditions and considered as proof of communications, orders, and payments made between the parties.

The archiving of orders and invoices is carried out on a reliable and durable medium that can be produced as evidence.

Article 29 – Governing Law – Jurisdiction

These General Conditions are subject to French domestic law, excluding any international convention.

In the event of a dispute related to these General Conditions, as well as to the commitments they govern, the Parties will attempt, as far as possible, to resolve their dispute amicably within one month from a notification to the other Party by registered letter with acknowledgment of receipt, either directly or by engaging a mediator agreed upon by both parties.

In case of failure, the dispute must be brought, even in the case of interim measures and notwithstanding the plurality of instances or parties, or a call for guarantee, before the competent courts of Le Mans (72), where AKELIO’s registered office is located, to which the parties attribute jurisdiction, unless another jurisdiction is designated competent by public order rules, particularly in matters of literary and artistic property law.