Purpose and duration of the contract

After having read the characteristics of the Platform and/or the Services and having ensured that it meets his needs, the Client wished to assess the legal risk of an operation and assess its compliance with the law using the software developed by VKDTECH which are LEGAL RISK and ANTI LITIGATION.
This software publishes analysis reports.
The Client may take out a flat-rate subscription or only pay for one or more transactions.
Unless otherwise agreed, any subscription takes effect on the date of signature of the Contract for a fixed term ending on the anniversary date of the Contract. At the end of this initial period, in order to avoid any discontinuity in the service, the subscription contracts are automatically and tacitly renewed for successive periods of twelve (12) months, at the price of the year of renewal revised by the SYNTEC index, unless terminated by LRAR with 2 months' notice before the expiry of the subscription considered in progress.
With regard to the settlement of an operation, the duration of VKDTECH's mission at the end of the edition of the analysis reports (offer of a free legal service) cannot be greater than a telephone interview of 30 min or in an exchange of 4 emails maximum.
VKDTECH offers additional paid legal services after the edition of the analysis reports.
These T&Cs are established in accordance with Article L. 441-1 of the Commercial Code and prevail over any opposing purchasing conditions.
 

Platform

The Platform is offered in SaaS mode, under the conditions of the Technical Annex. VKDTECH proceeds to the opening of the accesses of the administrators of or entities of the Customer, the latter being able, within the framework of the subscription, then in turn to authorize other users to access their space on the Platform and configure their profile. (hereinafter the “Users”).
The functionalities of the Platform are described on the website www.vkdtech.com. VKDTECH retains at any time and in an exclusive manner the possibility of supplementing, deleting or modifying these functionalities, as long as this does not substantially harm the purpose of the Platform.
 

Right of use

VKDTECH grants the Customer a personal, non-transferable and non-exclusive right to use the Platform, for the purposes of its business and for the duration of the Contract. This right of use is strictly limited to Users and to the legal entities of the Client listed as beneficiaries.
Consequently, the Customer is prohibited and prohibits Users from proceeding with any temporary or permanent reproduction of the Platform, its screen pages, the sequence of these, the drafting and presentation of questionnaires which would not be directly dictated by the text of the GDPR, with the exception of the standard clauses and notices which are available for download; any dissemination, distribution, rental, marketing, sub-licensing, transfer, direct or indirect provision of the Platform for the benefit of a third party or the public, free of charge or against payment; any modification, adaptation or development of the Platform; any translation or adaptation not expressly authorized by VKDTECH; any use of the Platform for the development, production or marketing of derivative software or software whose object, function or expression is substantially or formally similar to the Platform, or for any other act infringing the rights of VKDTECH; any interfacing or integration with other products without the prior permission of VKDTECH; any insertion of screens or intermediate devices making it possible to modify the number of authorized Users and any decompilation of the Platform, whatever it may be, any intrusion, intrusion test on the Platform without having notified VKDTECH and obtained its prior OK.
 

Financial conditions

The settlement of an operation or several operations is paid online.
Subscription to the Platform is invoiced before or at the same time as VKDTECH sends the Platform access identifiers. All prices invoiced to the Customer are those in force on the day of registration or renewal of the Contract, less any applicable discounts, rebates and rebates. The financial conditions of the subscription are indicated in the contract.
Unless otherwise stated in the contract, VKDTECH's invoices are due thirty (30) calendar days after the date of issue of the invoice, all prices being exclusive of tax, in euros.
Any late or partial payment made by the Customer is automatically deducted from the sums remaining due. In the event of late payment on the due date, penalties of an amount equal to 10% of the amount of the unpaid invoices are automatically payable. In the event of non-payment, after sending the Customer a formal notice which has remained unsuccessful for a period of 10 days, the subscription will be suspended immediately and automatically, until the account is cleared, without prejudice to compliance by the Customer. of its contractual obligations and of any lawsuit. In the event of a persistent delay of more than thirty (30) calendar days, VKDTECH may suspend access to the Platform without compensation or further notice. This suspension is subject to the sending of a formal notice by recorded delivery which has had no effect at the end of a period of fifteen (15) days.
Any Customer in a situation of late payment automatically becomes a debtor with regard to VKDTECH, in addition to the penalties for late payment already provided for, a lump sum compensation for recovery costs of 40 euros. If exceeded, additional compensation may be required on the basis of supporting documents.
The Customer agrees to obtain or receive invoices electronically. The Parties agree to expressly exclude the application of article 1195 of the Civil Code.
 

Customer Property: Customer Data

All "Customer Data" (files, content, contracts, cartography, logos, brands, register, personal data or more generally documents of the Customer, which the latter inserts or has inserted in the Platform) are deemed to belong to the Customer and remain their property. .
The Customer declares to be the holder of the intellectual property rights attached to the Customer Data or to have the necessary authorizations for their use and exploitation, so that it grants VKDTECH a right of use on this Customer Data, only for the needs of the hosting and corrective and evolutionary maintenance of the Platform. The Customer guarantees and holds VKDTECH harmless against any recourse by a third party in connection with the Customer Data.
The processing register as supplied by the Client as well as the reports published from the Platform belong to the Client.
 

Property of DLD: Platform & content

VKDTECH or its partners retain exclusive ownership of the means, tools, inventions, frameworks, connectors, APIs, methods and pre-existing know-how, born or developed by it during the execution of the subscription, whether or not it is subject to specific protection (copyright, patent, trademark, license, etc.) as well as any software published or acquired by it that would be used in the context of its activity.
The Platform and its content (excluding Customer Data) remain in any event entirely and exclusively the property of VKDTECH and its partners (including its settings, functionalities, screens, questionnaires, data dictionaries, legal content and structure view of pages and exports). VKDTECH is and remains the sole owner of the rights to its trademarks and logos.
Under no circumstances can these presents have the effect of transferring to the Customer any intellectual property right whatsoever on the Platform or the content beyond the right of use granted. The Customer undertakes to keep intact any mention of intellectual property appearing on the Platform and more generally refrains from any act that may directly or indirectly infringe the rights and image of VKDTECH. The Customer takes all useful training, information and prevention measures vis-à-vis Users to avoid any infringement of VKDTECH's rights.
Services: VKDTECH retains exclusive ownership of the means, tools, inventions, methods or know-how born or developed independently and/or during the performance of the Services, whether or not they are the subject of a specific protection (copyright, patent, trademark, etc.). No right of use is granted to the Customer on these elements.
It is expressly agreed between the Parties that VKDTECH will have the possibility of using the lessons learned from the Services performed which are entrusted to it and to carry out developments for third parties of elements similar to those which it has developed under the Contract. , subject to compliance with its confidentiality commitment provided for in the "Confidentiality" article.
 

Privacy

Each of the Parties undertakes to keep confidential all information it receives from the other Party, not to disclose the confidential information of the other Party to any third party, other than employees or agents who need to know it; and only use the confidential information of the other Party for the purpose of exercising its rights and fulfilling its obligations under the terms of the Contract. As necessary, it is specified that the source codes of the Platform, the questionnaires and dictionaries of the Platform and the Customer Data constitute confidential information.
Notwithstanding the foregoing, neither Party shall have any obligation whatsoever with respect to information which would have fallen into the public domain independently of a fault by the Party receiving it; would be developed independently by the Party receiving them; would be known to the Party receiving them before the other Party discloses them to it; would be legitimately received from a third party not subject to an obligation of confidentiality; or should be disclosed by law or by order of a court (in which case it shall be disclosed only to the extent required and after written notice to the Party providing it).
The obligations of the Parties with respect to confidential information shall remain in force throughout the duration of the Agreement and after its term, as long as the information concerned remains confidential for the Party disclosing it and, in any case, for a period of five ( 5) years after the end of the Contract
 

Responsibility

Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, causing damage to the other Party. However, in the event of a breach by one of the Parties of its commitments, this Party shall only be liable for compensation for the pecuniary consequences, proven by the allegedly injured Party, of the direct and foreseeable damages linked to said breach. Consequently, neither Party may incur liability for consequential damages suffered by the other Party or third parties in connection with it, which includes in particular any lost profit, commercial prejudice, loss of turnover or profit, loss of clientele, damage to image, loss of opportunity, cost of obtaining a substitute product, service or technology or penal, civil or administrative financial penalty.
 

Various

In the event that this Agreement is translated into a foreign language, only the French version shall prevail.
Neither Party may enter into a commitment in the name and/or on behalf of the other Party. Furthermore, each of the Parties remains solely responsible for its claims, commitments, services, products and personnel. The Contract has neither the object nor the effect of creating any relationship of representation, mandate, agency, subordination, de facto partnership or other.
VKDTECH is authorized by the Customer to quote the company name of the latter and to reproduce its brand and/or its logo as a commercial reference on any medium.
In the event that the stipulations of the CGS (General Conditions of Service) are considered null, unenforceable or unenforceable by any competent jurisdiction, the other stipulations of the CGS will remain valid, applicable and enforceable. The Parties nevertheless agree that in such a case, they will negotiate in good faith replacement stipulations which will be valid, applicable and enforceable and in accordance with the initial intention of the Parties.
The Customer agrees by signing these T&Cs to waive the application of Articles 1221, 1222 and 1223 of the Civil Code outside of any court decisions.
In the event of a dispute in the interpretation or execution of the Contract, the Parties shall endeavor to find an amicable solution to their dispute, by involving their respective General Managers. If no solution is found, the Parties agree to submit to a conciliation procedure by means of a request to the President of the competent Commercial Court, implemented by the most diligent Party by sending a registered letter to another Party to this effect. The Parties will then have a period of fifteen (15) days to set up the conciliation procedure and one (1) month to reach an agreement, unless there is a written agreement extending the period. Failing or failing agreement, the Parties will recover their full freedom of action.
The Contract is subject to French law. In the absence of an amicable agreement or conciliation between the Parties and for any dispute arising between them on the interpretation, execution or termination of the contract, jurisdiction is expressly conferred on the competent courts of Paris, notwithstanding multiple defendants. or appeal in guarantee and this, even for emergency procedures or conservatory procedures by way of summary or request.