Preamble

JCS WEB, trading as "Smart Tribune", a simplified joint stock company with capital of 36,216 euros, registered in the Paris Trade and Companies Register under number 534 318 647, whose registered office is located at 19 rue du quatre septembre 75002 Paris, is represented by Mr Jérémy GALLEMARD in his capacity as Chairman. The company is hereinafter referred to as "Smart Tribune" or "Provider".

Smart Tribune offers its customers, mainly professionals (hereinafter referred to as the "Customer(s)"), a range of predictive Selfcare solutions to improve the customer experience. The Customer declares that he/she has obtained all the information required to use Smart Tribune's solutions and services.

Definitions

JCS WEB, trading as "Smart Tribune", a simplified joint stock company with capital of 36,216 euros, registered in the Paris Trade and Companies Register under number 534 318 647, whose registered office is located at 19 rue du quatre septembre 75002 Paris, is represented by Mr Jérémy GALLEMARD in his capacity as Chairman. The company is hereinafter referred to as "Smart Tribune" or "Provider".

Smart Tribune offers its customers, mainly professionals (hereinafter referred to as the "Customer(s)"), a range of predictive Selfcare solutions to improve the customer experience. The Customer declares that he/she has obtained all the information required to use Smart Tribune's solutions and services.

Definitions

For the purposes of these general terms and conditions of sale, the terms below, in the plural or singular and beginning with a capital letter, shall have the following meanings:

Subscription:
refers to the subscription to the Solution(s) to which the Customer has subscribed.

Quotation:
refers to Smart Tribune's offer to the Customer.

Documentation:
refers to any support or assistance document drawn up by Smart Tribune for the Customer as part of the installation of the Solutions.

Customer Data :
means, without this list being exhaustive, all data, databases, urls, server environments, information necessary for the drafting of project specifications, personal data such as Smart Tribune Customer data (including surname/first name/email/telephone number) used to facilitate Customer connection to their Administration Interface, as well as information transmitted by the Customer for integration into the Solution, i.e. questions/answers and multiple pieces of information to support End Users in their Internet journey, and more specifically the Customer's web sites and applications.

Access rights:
refers to the login and confidential password enabling the Customer to access the Interface. Putting the Solution online: consists of implementing the Solution on the Customer's website and/or application.

Parties:
Smart Tribune and the Customer are collectively referred to as the "Parties" or individually as the "Party".

Services:
refers to all services provided by Smart Tribune for the Customer, including Solutions and ancillary Services.

Saas:
acronym for "Software as a service", refers to Smart Tribune's Solution hosted by its service provider and made available to the Customer via a Subscription.

Website:
refers to the Customer's own website.

Ancillary services:
refers to support services and recommendations for the optimization of optional Solutions not included in the Subscription, linked to the Solutions implemented by Smart Tribune.

Snippets:
refers to the computer code provided by the Service Provider to the Customer, used within the framework of the Solution and enabling the integration of the Solution into the Customer's information system. It is implemented by the Customer in the audited medium (website, application, other) in order to display the device(s) to End Users. The Service Provider does not have the option of implementing or removing this Snippet from the Customer's websites.

Smart Tribune Solutions or Solutions:
refers to self-care services such as Smart FAQ, Smart Knowledge, Smart Push, Smart Bot, Smart Form, Smart Guides, based on a SaaS-type technical solution developed by Smart Tribune and operated, maintained and made available by Smart Tribune.

End Users:
refers to any Internet user using the Solution on the Customer's website or application.

Object

The present document constitutes the General Terms and Conditions of Sale (hereinafter the "GTCS") applicable to all Smart Tribune services.

• Any special conditions and appendices,
• The quotation drawn up by Smart Tribune and any appendices,
• The present General Terms and Conditions of Sale and its appendices.

In the event of any contradiction between documents of a different nature or rank, it is expressly agreed that the provisions contained in the higher-ranking document shall prevail for any obligations in conflict of interpretation. Together, they form an inseparable contract (hereinafter the "Contract"), which cancels and replaces all contracts similar in subject matter which may have existed between the Parties.

The provisions of the documents listed express the entire agreement between the Parties relating to the subject matter of the Contract, and prevail over any proposal, exchange of letters prior to their signature, and over any other provision contained in documents exchanged between the Parties and relating to the subject matter of the Contract. In this respect, any reference to a purchase order number issued by the Customer may not be interpreted as acceptance of conditions other than these terms and conditions of the Contract, and merely constitutes a facility granted to the Customer in the management of its supplier invoicing. It being specified that the Customer's general terms and conditions of purchase, as well as any other purchasing documents of the Customer, including a prospectus, catalog, purchase order, are excluded and shall not apply between the Parties.

By signing the Quotation and, where applicable, the special terms and conditions, the Customer orders the Solutions and related Services indicated (hereinafter referred to as the "Order"). The Solutions will be granted in return for an annual Subscription, subject to a minimum of 12 months, unless otherwise agreed between the Parties. Any other order for Solutions or ancillary Services placed by the Customer during the term of this Agreement will be evidenced by the signing of a new Quotation.

Depending on the Solution and Service ordered, the Service may be provided remotely, at the Service Provider's premises or at the Customer's premises. Any travel expenses will be charged to the Customer after prior acceptance of the estimated costs.

The financial conditions and ancillary Services vary according to the Customer's needs and are presented on the Quotation. For each Order, the Customer is deemed to be fully aware of the fact that acceptance of these General Terms and Conditions of Sale does not require a handwritten signature, but results from the signature of the Quotation and, where applicable, the associated contractual documents.

As a matter of principle, the General Terms and Conditions of Sale applicable are those in force at the time of the Order. This version takes precedence over any other version modified subsequently, with the exception of modifications to take account of legal and regulatory changes or non-substantial modifications, which apply immediately to any Order in progress.

The Contract may only be modified by an amendment signed by the Parties or by the signing of a new Quotation. Subsequent amendments and Quotations form part of the Contract and are subject to all the provisions governing it.

The fact that one of the Parties does not invoke or delays in invoking the application of a clause of the Contract shall not be interpreted as a waiver of the right to invoke said clause in the future.

Should any provision of these General Terms and Conditions of Sale and of the Contract in general be deemed invalid or unenforceable, in particular with regard to a rule of law, it shall be deemed unwritten, but this shall not invalidate the General Terms and Conditions of Sale and the Contract. In the event of an essential provision, the Parties will negotiate an amendment in good faith.

Duration

The Contract takes effect from the date of signature of the Quotation and will remain in force for the duration required to configure the Solution, increased by the duration of the Subscription in accordance with the terms defined below.
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The duration of the configuration of the Solution(s) and the date of Going On-line will be indicated on a provisional basis in the Quotation and confirmed at the end of the launch meeting organized between
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Smart Tribune and the Customer by the sending of a meeting report sent by email to the Customer.
Subscription to the Solution is taken out for a period of one (1) year from the date of the launch meeting with the Customer.
Subscription is renewable by tacit agreement, unless terminated by either of the Parties by sending a Registered Letter with Acknowledgement of Receipt. To be valid, the letter must be received by the other party at least thirty (30) days before the Subscription anniversary date.

Delivering solutions and ancillary services

5.1 Phases de Conception et Personnalisation de la Solution

Le Client s’engage à transmettre selon le calendrier convenu avec Smart Tribune lors de la réunion de lancement du projet, les différents documents et informations nécessaires à la conception de la Solution par les équipes de Smart Tribune.
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La réalisation du projet peut, en fonction du périmètre du projet du Client et des technologies, consister en différentes étapes (liste non exhaustive):

“Phase de conception” : Cette phase consiste en la récupération des Données Client, la rédaction de la base de connaissance et/ou la hiérarchisation de celle-ci, la création de wireframe et/ou maquettes graphiques. Des procès verbaux de validation seront signés tout au long de cette phase. La bonne réalisation de cette étape de projet dépend de la capacité du Client à fournir l’ensemble des informations requises dans les délais impartis.

“Phase de développement” : C’est la phase pendant laquelle les équipes de Smart Tribune vont réaliser l’ensemble des développements, personnalisation et paramétrages nécessaire à la mise en place de la Solution selon ce qui a été défini et validé lors de la phase de conception préalable.

“Phase de recette” : C’est la phase pendant laquelle le Client effectue la recette de la Solution, suite à la livraison par les équipes de Smart Tribune de la Solution sur l’environnement de pré production du Client, en vérifiant que la livraison corresponde aux éléments définis et validés lors de la Phase de Conception. Smart Tribune réalisera par la suite la qualification des retours de recette et les correctifs nécessaires puis livrera une nouvelle version de la Solution au Client. La signature d’un Procès Verbal de recette clôturera cette phase et est préalable à la mise en production de la Solution. S’en suit la Mise en ligne telle que définie à l’article 1 et décrite à l’article 5.2.

Smart Tribune mettra en œuvre tous les moyens nécessaires afin de respecter le planning prévisionnel défini lors de la réunion de lancement. Smart Tribune ne saurait être tenue responsable d’un retard de calendrier du fait du Client (par exemple en cas de non transmission de Données Client indispensables à l’accomplissement des différentes phases susvisées, ou d’absence de collaboration de la part du client indispensable au bon déroulement de ces étapes).


5.2 Installation de la Solution et Mise en ligne
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La Solution s’intègre sur le site du Client par le biais de Snippet de code à ajouter sur la ou les pages sur lesquelles la Solution doit apparaître. Le(s) Snippet(s) seront transmis par Smart Tribune au Client préalablement à la Mise en ligne afin d’intégrer ceux-ci et de vérifier le bon fonctionnement. Il est également possible d’intégrer la Solution au sein d’applications tierces en fonction de la Solution sous réserve que celles -ci soient accessibles via un canal existant comme Facebook, Messenger, Slack, Skype etc.La Solution est réputée livrée dès la signature du Procès Verbal de recette.
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Il est de la responsabilité exclusive du Client ou de toute personne dûment mandatée par ce dernier d’implémenter, de paramétrer et d’administrer le Snippets, directement ou via un système de gestion de Snippets – tiers ou inclus dans la Solution sur les éléments (pages etc) du ou des Sites pour lesquels il a souscrit l’Abonnement. Seuls les éléments incorporant le Snippet pourront permettre l’affichage de la Solution.

Pour des raisons techniques, et de responsabilité, Smart Tribune n’est pas habilitée et n’a pas la capacité physique à intervenir directement sur le ou les Sites du Client pour implémenter, administrer et/ou retirer les Snippets. Par conséquent, la responsabilité de Smart Tribune ne pourra pas être engagée en cas d’une mauvaise implémentation, administration et/ou d’une altération des Snippets.

Des Droits d’accès à l’Interface d’administration sont envoyés automatiquement au Client par email lors de la création de son compte “employé administrateur”. Cet administrateur a la possibilité de créer d’autres comptes employés pour ses collaborateurs qui recevront également leurs accès par email.

Ces Droits d’accès sont placés sous la sécurité du Client qui devra prendre toute mesure de sécurité nécessaire pour qu’ils ne soient pas connus de tiers ou utilisés par des personnes non autorisées Il est expressément convenu qu’en cas de pluralité de Droit d’accès, l’administrateur principal est responsable de la gestion des Droits d’accès (accès personnalisé), des domaines, des rôles et droits de gestion et habilitations.

En cas de perte aux Droits d’accès, le Client pourra de nouveau obtenir les codes d’accès auprès de Smart Tribune, après en avoir formulé la demande par email.

De manière générale, le Client s’engage à respecter toutes les consignes techniques qui pourront lui être délivrées par Smart Tribune et à en faire bonne gestion.

Security / Internet

Smart Tribune undertakes to implement and maintain a security policy that complies with industry standards in order to ensure the physical and logical security of the Solution against unauthorized access.

To this end, Smart Tribune will implement all appropriate measures at its sole discretion. However, the Customer acknowledges that the confidentiality, integrity and accessibility of the Data put online on the Solution and/or used within the framework of the Solutions, depends in part on the measures it has itself implemented to ensure the physical and logical security of its hardware, systems or networks.

In this respect, the Customer acknowledges in particular:

• Data transmissions over the Internet are only relatively reliable, as they circulate on heterogeneous networks with varying technical characteristics and capacities, which are sometimes saturated at certain times of the day.
• That some specific Internet networks may be subject to special agreements and access restrictions.
• That data circulating on the Internet is not protected against possible misappropriation.

Solution use, maintenance and backup

7.1 Use

The Solution is licensed for use on the Customer's Site(s) whose domain name(s) is (are) directly owned by the Customer. In the event that the Customer wishes to use the Solution on a Site(s) for which it is not the publisher and owner, the Customer guarantees Smart Tribune that it has been duly authorized and empowered by the owner to perform the following actions:

• Add/remove one or more Snippet(s) within the Site.
• Create any necessary pages.
• Add any rules for SEO optimization.

The Customer agrees to provide proof of this at Smart Tribune's first request.
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7.2 Maintenance

Smart Tribune reserves the right to interrupt access to the Solution:

• For the purposes of maintaining the Solution, including updates,
• For the improvement of the Service and the installation of new functionalities,-
• To check the correct operation and use of the Solution,
• And in the event of a breakdown or serious threat of breakdown

In the event of any intervention likely to affect the availability of the Solution in a significant way, Smart Tribune undertakes to notify the Customer by email in advance and as soon as possible, except for unscheduled urgent operations, to limit the duration of unavailability to what is strictly necessary for the needs of the intervention, and to group interventions as far as possible.


7.3 Backup

Smart Tribune undertakes to use its best efforts to ensure the preservation of copies of Customer Data made periodically, and undertakes to communicate them as agreed, in particular financially, by the Parties. For the purposes of the Contract, the information contained in these copies is considered to be Confidential Information.

However, the integrity of the copied information cannot be guaranteed, and Smart Tribune cannot be held liable, if one or more of the original pieces of information were altered or corrupted prior to copying.

Troubleshooting‍

Defects are handled in accordance with Appendix 1.

Customer obligation

The Customer undertakes to :

• Provide Smart Tribune with the information necessary to enable it to perform the Service in the best possible conditions, by expressing its needs clearly and precisely and by informing Smart Tribune without delay of any event or modification likely to affect the Service or its performance conditions.
• Provide Smart Tribune with all information necessary for the proper design and integration of the Solution.
• Pay Smart Tribune the price of the Services within the agreed time and conditions,
• Provide a valid billing address and notify Smart Tribune of any change of address or payment method.
• Keep access rights confidential.
• Not to develop or market services or products likely to compete with Smart Tribune and not to provide a competitor with information likely to help it.
• Inform its users and web surfers of their rights relating to the protection of their personal data as Data Controller and in accordance with the General Data Protection Regulation (Article 19).

Smart Tribune obligation

Smart Tribune is committed to :

• Provide the human resources required for the Service.  
• Advise the Customer on all matters relating to the Service.
• Report to the Customer any elements that it believes may compromise the proper performance of the Service.
• Provide the Customer with access rights to the Solution.
• Transmit to the Customer all Documentation enabling the installation of the Solution.

Smart Tribune undertakes to deliver the Solution free of defects and to carry out regular quality controls. In the event that the Solution does not correspond to the Services described in the Contract and/or does not comply with good engineering practice, Smart Tribune undertakes to make all necessary corrections as quickly as possible and to carry out all necessary backups at its own expense and cost. Smart Tribune will use its best efforts to do so:

• To ensure permanent surveillance of the Data and of the technical resources it uses in the performance of the Services, in particular relating to access, storage or use of the Data.
• To ensure the physical and logical protection of the Data and any other information entrusted to it by the Customer, by implementing the necessary technical means against the risks of disclosure, destruction, corruption, piracy and misappropriation by an unauthorized third party.

As part of its obligation to provide advice, Smart Tribune reserves the right to consult the customer's interface to recommend any improvements in the use of the Solution.

Financial terms and conditions

11.1 Prices

The prices applicable and pertaining to the Order of Subscriptions and optional Ancillary Services are those indicated on the Quotation. Smart Tribune indicates the total amount of the Order in euros, excluding VAT and including VAT.

Prices are defined exclusive of taxes and increased by taxes, in particular, where applicable, VAT in force on the day the service is provided. All other taxes not included in the initial Order will be paid by the Customer. Pursuant to Directive (EC) no. 2008/8/EC of February 12, 2008, transposed into French law by Article 102 of Finance Act no. 2009-1673 of December 30, 2009, the rules applicable to VAT on the supply of services are as follows:

• If the customer is domiciled in France, French VAT is applied.
• If the customer is domiciled in a European Union country and has an intra-Community VAT number, no VAT is charged.
• If the Customer is domiciled in a European Union country but does not have an intra-Community VAT number, then French VAT is applied.
• If the Customer is domiciled abroad, outside the territory of the European Union, no VAT is applied. Any change in the applicable VAT rate will automatically be reflected in the prices indicated.

Smart Tribune and the Customer agree that the provisions of article 1195 of the French Civil Code do not apply to their contractual relationship. Consequently, a change in circumstances unforeseeable at the time of conclusion of the contract will not change the agreed price unless agreed in writing by both parties.

11.2 Price revision clause

On each anniversary date of the Subscription, ,Smart Tribune may revise the annual price according to the following formula based on the SYNTEC index: P1 = P0 x (S1 / S0)

• P1: revised price
• P0: original contract price or last revised price
• S0: SYNTEC reference index used at the original contractual date or at the time of the last revision.
• S1: latest index published at revision date

This monthly index has been recognized by the French Ministry of Economy and Finance since March 11, 1974. This possibility of price increase is at Smart Tribune's sole discretion. The absence of a price increase for one or more years is to be considered as a commercial action, without prejudice to possible subsequent increases.

11.3 Payment and invoicing

Invoicing conditions are specified and detailed in the Quotation. In particular, Smart Tribune reserves the right to invoice a deposit and/or to apply a payment schedule if agreed with the customer in the Quotation or in the special conditions of sale.

Unless otherwise agreed between the Customer and Smart Tribune in the Quotation, invoices are payable within thirty (30) days net from the invoice date and without discount.
Any dispute relating to the invoice following its receipt by the Customer must be made, in writing, within fifteen (15) days of the invoice date.

After this period, the invoice will be deemed to have been accepted by the customer, and no subsequent dispute will be taken into account by Smart Tribune.

Invoices are payable by bank transfer to the account of JCS WEB, whose details are as follows:

ACCOUNT HOLDER: JCS WEB
DOMICILIATION: Memo Bank
RIB: 17338 00001 82625208530 50
IBAN: FR76 1733 8000 0182 6252 0853 050
BIC: MEMOFRP2XXX

11.4 Penalties

Failure by the Customer to pay the sums due on the due date shall, by operation of law and without prior formal notice, entail the immediate payment of the sums due, as well as the invoicing of late payment interest equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, on the day the debt falls due.

In addition to late payment penalties, any professional in arrears automatically owes Smart Tribune a fixed indemnity of forty (40) euros for collection costs, in accordance with articles L 441-10 and D441-5 of the French Commercial Code. Smart Tribune reserves the right to claim additional compensation if it can prove that it has incurred collection costs in excess of forty (40) euros.

Cancellation

12.1 Termination for convenience

The Customer is free to terminate the Contract unilaterally on expiry of the Initial Period or each renewal period, by notifying the Service Provider by registered letter with acknowledgement of receipt at least thirty (30) days prior to expiry of the current period. No reasons need be given for termination.

The Customer undertakes to remove the Snippets within thirty (30) days of the Subscription termination date. Failing this, the Contract will be tacitly renewed under the conditions set out in article 4 "Duration".

The Service Provider remains free to unilaterally terminate the Contract upon expiry of the initial period or each renewal period by notifying the Customer by registered letter with acknowledgement of receipt three (3) months prior to expiry of the current period. Termination of the Contract need not be justified.

12.2 Termination for default

Without prejudice to any other rights and actions, in the event of non-performance by either Party of any of its obligations under the Contract, the non-defaulting Party may terminate the Contract by operation of law, thirty (30) calendar days after sending formal notice by registered letter with acknowledgement of receipt, which has remained unsuccessful in whole or in part.

Notwithstanding the preceding clause, Smart Tribune will have the right to terminate the Contract by operation of law for non-payment after formal notice has remained without effect for fifteen (15) calendar days. However, as long as the Snippets have not been removed by the Customer, the latter will remain liable for the price of the Subscription to the Solution in accordance with the defined pricing conditions.

12.3 Effect of termination

At the end of the Contract, access to the Solution's Administration Interface is deactivated for the Customer. Consequently, the Customer can no longer create, modify or export content. The Customer may obtain partial or total extraction of the Processed Data within two (2) months of the end of the Contract. This restitution may be subject to an estimate based on the type of data required, the volume of data to be processed, and the analysis periods and criteria.

If the Customer does not exercise this right within the required period, the Service Provider undertakes to delete all Customer Data. This deletion will be definitive and will not allow any restitution or reconstitution, even partial, of the Data.

Notwithstanding the expiration or termination of the Contract for any reason whatsoever, the provisions of articles 15, 17 and 21 shall continue to apply.

Liability

Smart Tribune is only bound by an obligation of means in the performance of this Contract. The liability of the Service Provider is limited to direct damages, to the exclusion of any indirect damages such as, but not limited to, operating losses, commercial losses, loss of clientele, loss of orders, loss of profit or damage to brand image.

In addition, the total cumulative liability of the Service Provider shall not exceed the lowest of the following amounts:

• The annual value of the Contract,
• Or fifty thousand (50,000) euros.

The Service Provider may be held liable:

• In the event of force majeure as described in the "Force majeure" article.
• If the Solutions are unavailable due to circumstances beyond the control of the Service Provider's own Internet network.
• For any technical problem on the customer's own hardware and/or Internet network
• If Snippets are incorrectly implemented and/or altered
• In the event of improper administration of Snippets.
• In the event of an outage scheduled by the Service Provider for maintenance purposes, and in particular for corrective and/or upgrading updates to the Solution(s).
• If the Customer fails to comply with this Agreement and/or if the Customer does not use the Solutions in accordance with the instructions and documentation provided by Smart Tribune.

Intellectual property and commercial references

Smart Tribune has designed each of the Solutions and the associated database in general, and remains the owner of the intellectual property rights attached to the Solutions and their technologies.

In this context, Smart Tribune grants the customer the right to use the Solutions database, but does not grant any property rights to the database itself, i.e. the container.
The customer is therefore forbidden to decode, decompile, adapt, copy, dismantle the Solution database and generally alter the database in any way whatsoever.

The Customer undertakes not to infringe, or in any way call into question, Smart Tribune's rights, whether to its Solutions, associated databases, its website or any Documentation. The Customer also agrees not to copy the Documentation made available to him, except for his own needs to manipulate and/or use the database in a way that could directly or indirectly compete with the Service Provider.

Smart Tribune remains the owner of the intellectual property rights attached to the database that assembles the Customer's Data in an original way, orders them and enriches them through specific processing and significant reconciliations. In general, Smart Tribune retains all intellectual property rights and titles to its Solutions and technology.

The Customer is the sole owner of the Data contained in the database implemented in the Solution and holder of the intellectual property rights attached thereto.

The Customer authorizes Smart Tribune to mention its name and use its logo as a commercial reference on any support useful for its canvassing and in particular by inserting a hyperlink on its website and on its commercial presentation.

Non-solicitation

The Customer hereby waives the right to engage or have engaged, directly or through an intermediary, any of the Service Provider's employees in any capacity whatsoever, even if the initial solicitation is made by the Service Provider. This waiver is valid for the entire duration of the Contract, plus one (1) year from the end of the Contract.

Should the Customer fail to comply with this provision, and unless expressly waived in writing by the Service Provider, the Customer shall owe the Service Provider by operation of law, as compensation for the loss suffered, a fixed and irreducible sum equal to twelve (12) times the value of the last gross monthly salary received by the employee, without prejudice to the Service Provider's right to claim additional damages.

Insurance

Each of the parties is insured against the financial consequences of any damage it may suffer and any civil liability it may incur as a result of Smart Tribune's products and services.

Thus, the Customer undertakes to take out, with any solvent company of his choice, an insurance policy guaranteeing his own damages, as well as his civil liability in order to cover all material, bodily and/or immaterial damages likely to be caused directly or indirectly to Smart Tribune and/or to third parties, as well as all special risks related to his activity, for the entire duration of the Contract.

The events and limits of cover will be indicated on the insurance certificate and must be at least equivalent to the amounts of cover customary in the customer's profession.

The Customer's certificate of insurance against all the risks envisaged in the present article must be sent to the Service Provider within fifteen (15) days of signing the Order. For each new Order, as well as when the policy(ies) in question expire(s), and at Smart Tribune's first request, the Customer shall provide an insurance certificate establishing that the policy is in force and specifying the cover from which it benefits, the amount guaranteed per claim and the Customer's activities.

Should the Customer fail to present these certificates, Smart Tribune reserves the right to demand payment of a penalty equal to five hundred (500) euros per day of delay, at the end of a period of thirty (30) days following a formal notice sent by Smart Tribune by Registered Letter with Acknowledgement of Receipt that has remained unsuccessful.

Failure to comply with the provisions of this paragraph may result in termination of the contract to the detriment of the Customer.

In the event of cancellation of the policies, for whatever reason, the Customer undertakes to inform Smart Tribune immediately, to pay any premiums still owed to the insurer within the deadlines stipulated in the contract and, in general, to take all necessary steps to maintain the guarantees of the insurance contract in force.

Under no circumstances may the customer invoke the existence of insurance policies, insufficient coverage, deductibles or exclusions, or more generally any difficulty that may be raised against him by the insurer in the event of a claim, to obtain compensation for damages or a limitation of his liability.

Privacy

Each Party undertakes to keep confidential, for the duration of the Contract and for two (2) years after its expiry, the terms of the Contract which binds them, in particular the elements relating to invoicing as well as all confidential information exchanged within this framework.

Confidential Information shall mean: any information, process and/or result held by one of the Parties and transmitted to the other, regardless of the medium used or the form of such transmission (written, oral or visual), and including, but not limited to, patents, trademarks, software, know-how, trade secrets, plans, drawings, models, designs, specifications, minutes of meetings, studies, development prospects identified by hand or orally as being confidential.

The Contract is also considered Confidential Information.

The Party receiving the Confidential Information undertakes, unless expressly authorized in writing by the other Party, to :

• Keep them confidential by taking all useful and reasonable physical, logical and organizational security measures                    
• Not to disclose them to any agent, subcontractor or third party whatsoever
• Not to use it for purposes other than those for which the Confidential Information was communicated
• To ensure that the Confidential Information is kept confidential by its personnel authorized to receive it.

The above undertakings, obligations and restrictions do not apply:

• Information that is or would become public domain without infringement by the Receiving Party.
• Information of which the receiving Party can prove to have had knowledge prior to its communication by the other Party.
• Information which the Receiving Party can prove to have independently developed
• Information the disclosure of which is required by law, regulation or judicial or administrative procedure, provided that the receiving Party notifies the disclosing Party as soon as possible and if possible before disclosure so that the latter can request confidential treatment or protection of the said information.

Force majeure

The parties shall not be liable for any delay or failure in the performance of this Contract caused by an event of force majeure as defined by article 1218 of the French Civil Code. Force majeure will only result in the suspension of the Contract for the time it is in effect. The Party intending to invoke such force majeure must inform the other Party in writing.

However, suspension of the Contract may not exceed one (1) month from receipt of the written notification. On expiry of this period, the most diligent Party may terminate the Contract without notice or compensation and with immediate effect by informing the other Party by written notification. Termination will take effect on receipt of the notification and will be carried out in accordance with the conditions set out in article 12.3.

Personal data

Smart Tribune expressly points out the strategic and strictly confidential nature of all personal data collected and processed within the framework of the contractual relationship. Consequently, the Parties acknowledge that all such data and files are subject to compliance with the French Data Protection Act no. 78-17 of January 6, 1978, as amended, and with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, and fall within the scope of privacy and professional secrecy.

The Parties undertake to implement all necessary procedures to ensure confidentiality and maximum security.

In order to execute this Contract, Smart Tribune is required to collect and process personal data from users of the Solution and natural persons, on behalf of and on the instructions of the Client. The Client is therefore considered to be the Data Controller and Smart Tribune the Data Processor within the meaning of the RGPD.

Smart Tribune's commitments as Data Controller (in particular for the processing of its Customers' personal data) and the rights of the persons concerned are set out in its Privacy Policy available here

Change of control

The Contract is concluded intuitu personae, in consideration of the Customer and its characteristics, without which Smart Tribune would not have concluded the present Contract. Consequently, the Customer may not assign all or part of the rights and obligations arising from the Contract without the prior written consent of Smart Tribune.

Failing this, the Customer remains personally liable both to Smart Tribune and to third parties, and Smart Tribune reserves the right to terminate the Contract.

Any change in direct or indirect control of the Customer's share capital will be treated as a transfer of the Agreement.

Applicable law and competent courts

These General Terms and Conditions of Sale are governed by French law.
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In the event of any dispute between the Parties relating to the formation, interpretation and/or performance of the Contract, the Parties will endeavour, insofar as possible, to find an amicable solution between themselves or to seek mediation. Disputes which cannot be settled amicably will be referred to the competent Paris Court.

Appendix 1: Troubleshooting

1/Definitions

Anomaly means any malfunction of the Solution as supplied by the Service Provider without parameterization.

Blocking Anomaly means an Anomaly causing the cessation of operational use and/or making normal use of the Solution impossible, and which cannot be circumvented by a workaround solution. A non-exhaustive list of Anomalies considered as Blocking Anomalies is given in the appendix.

Major Anomaly means any Anomaly which does not prevent the use of the IT Solution, but which leads to a degradation of the normal use of the Solution and which may be subject to a workaround solution. A non-exhaustive list of Anomalies considered as Major Anomalies is given in the appendix.

Minor Anomaly means any Anomaly that allows the normal use of the Computer Solution in all its functionalities, and/or any other Anomaly that does not fall into one of the categories defined above.

Uptime: is defined as all times when the Smart Tribune Services are available and accessible to authorized users, and are functioning appropriately for the smooth running of the business.

Downtime: is defined as all times when the Smart Tribune Services are not available and accessible by authorized users, to allow the proper functioning of the business. Downtime does not include Exception Times as defined below.

Exception Times: include times when users cannot access Smart Tribune Services due to:

• Scheduled Maintenance (as defined below)
• Force majeure (as defined in the Contract)
• Problems with customer hardware, network connectivity or third-party software
• And/or misuse of Smart Tribune Services.

Scheduled Maintenance: is defined as any major maintenance operation. Prior to any Scheduled Maintenance, the Customer will be given forty-eight (48) hours notice. The Customer may request Smart Tribune to postpone any Scheduled Maintenance, which Smart Tribune may do at its sole discretion.

2/ Correcting anomalies

Smart Tribune will use its best efforts to resolve Anomalies under the following conditions:

Blocking anomaly Major anomalyMinor anomalyTakeover time4 working hours8 working hours3 working daysCircumvention1 working day2 working daysN/AResolution2 working days5 working daysN/A

Failure to meet the resolution deadlines specified in this article may result in the application of penalties as follows:

• 5% of the monthly Contract amount per day of delay for Blocking Anomalies,
• 3% of the monthly Contract amount per day of delay for Major Anomalies.

These penalties apply in addition to the penalties relating to the availability rate and are automatically applicable.  

3/ Solution availability

Service Level Agreement Guarantee. As long as the Customer does not breach the terms of the Agreement, Smart Tribune guarantees (the "SLA Guarantee") that the System Availability for Smart Tribune Solutions, as calculated below, will not be less than 99.50% ("SLA Target"):

Availability rate: ( (n - y) / n ) x 100

• Where "n" is the total number of hours in a given calendar month, excluding Downtime and Exception Time.
• And "y" is the total number of hours of Downtime in the same calendar month, excluding Exception Times.

For months in which the provision of services begins on a date other than the first day of the month, the calculation of variables will be prorated accordingly.
SLA Guarantee repair credit. In the event that Smart Tribune fails to comply with the SLA Guarantee, the Customer may benefit from the application of penalties as follows:

• First month of availability below the SLA Objective: 10% of the amount of the Subscription paid for the given month for Smart Tribune Services.
• Second consecutive month: 15% of the Subscription paid for the given month for Smart Tribune Services.
• Third consecutive month: 20% of the Subscription paid for the given month for Smart Tribune Services.
• Fourth consecutive month: 30% of the Subscription paid for the given month for Smart Tribune Services.
• Fifth consecutive month: 50% of the Subscription paid for the given month for Smart Tribune Services.

In order to obtain credits hereunder, the Customer must make a written request to Smart Tribune within thirty (30) days following the end of the month concerned.