Preamble

JCS WEB, operating under the trade name “Smart Tribune,” is a simplified joint-stock company (SAS) with a share capital of €36,216, registered with the Paris Trade and Companies Register under number 534 318 647, whose registered office is located at 19 rue du Quatre Septembre, 75002 Paris, France. The company is represented by Mr. Jérémy GALLEMARD in his capacity as President. The company is hereinafter referred to as “Smart Tribune” or the “Service Provider”.

Smart Tribune offers its client(s), primarily professionals (hereinafter referred to as the “Client(s)”), a range of predictive self-care solutions designed to enhance the customer experience. The Client declares having obtained all necessary information regarding the use of Smart Tribune’s solutions and services.

1. Definitions

As part of these General Terms and Conditions of Sale, the following terms, whether used in the singular or plural and starting with a capital letter, shall have the following meaning :

•   Ancillary Services : refers to optional support and optimization recommendation services for the Solutions, not included in the Subscription, related to the Solutions implemented by Smart Tribune.

•   Access Rights : refers to the confidential login and password allowing the Client to access the Interface.

•   Client Data : refers to, without this list being exhaustive, any data, databases, URLs, server environments, information necessary for drafting project specifications, and personal data such as Smart Tribune Clients’ data (including, but not limited to, names, first names, emails, phone numbers) used to facilitate Clients’ access to their Administration Interface, as well as information provided by the Client for integration into the Solution, i.e., questions/answers and various information used to assist End Users in their online journey, particularly on the Client’s websites and web applications.

•   End Users : refers to any internet user using the Solution on the Client’s website or application.

•   Parties : Smart Tribune and the Client are collectively referred to as the “Parties” or individually as a “Party.”

•   Quotation : refers to the offer made by Smart Tribune to the Client Documentation: means any supporting or assistance document prepared by Smart Tribune for the Client in connection with the implementation of the Solutions.

•   SaaS : acronym for “Software as a Service”, refers to Smart Tribune’s Solution hosted by its service provider and made available to the Client via a Subscription.

•   Services : refers to all services performed by Smart Tribune for the Client, including Solutions and ancillary services.

•   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, which ensures its operation, maintenance, and availability

•   Snippets : refers to the computer code provided by the Provider to the Client, used as part of the Solution and allowing its integration into the Client’s information system. It is implemented by the Client into the audited support (website, application, other) in order to display the tool(s) to End Users. The Provider does not have the ability to implement or remove this Snippet on the Client’s websites.

•   Solution Go-Live : consists of implementing the Solution on the Client’s website and/or application.

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

•   Website : refers to the Client’s website of which they are the owner.

 

2. Purpose

These General Terms and Conditions of Sale (hereinafter the “GTCS”) constitute the terms and conditions applicable to all services provided by Smart Tribune.

3. Contractual Documents and Enforceability

The contractual documents are defined in descending order of priority :

•   Any special conditions and their annexes,
•   The Quote issued by Smart Tribune and any annexes thereto,
•   These General Terms and Conditions of Sale and their annexes.

In the event of a conflict between documents of a different nature or hierarchical level, it is expressly agreed that the provisions contained in the higher-ranking document shall prevail with respect to the conflicting obligations. All these documents form an indivisible contract (hereinafter the “Contract”), which cancels and replaces all previous contracts with a similar purpose that may have existed between the Parties.

The provisions of the listed documents constitute the entire agreement between the Parties with respect to the subject matter of the Contract. They take precedence over any prior proposal, correspondence, or other provisions found in documents exchanged between the Parties relating to the subject matter of the Contract. In this respect, any reference to a purchase order number issued by the Client may not be interpreted as an acceptance of any conditions other than those set forth in the present Contract and is provided solely for the Client’s convenience in managing supplier invoicing. It is understood that the Client’s general purchasing conditions, as well as any other purchasing documents, including brochures, catalogs, and purchase orders, are excluded and shall not apply between the Parties.

By signing the Quote and, where applicable, the special conditions, the Client places an order for the specified Solutions and related Services (hereinafter referred to as the “Order”). The Solutions will be licensed under an annual Subscription, subject to a minimum of 12 months, unless otherwise agreed by the Parties. Any additional orders for Solutions or related Services placed by the Client during the term of this Contract shall be formalized through the signing of a new Quote.

Depending on the Solution and Service ordered, the service may be performed remotely, at the Provider’s premises, or at the Client’s premises. All travel expenses shall be borne by the Client, subject to prior approval of the estimated costs.

The financial terms and the related Services vary according to the Client’s needs and are detailed in the Quote. For each Order, the Client is deemed fully aware that acceptance of these General Terms and Conditions of Sale does not require a handwritten signature but results from the signing of the Quote and, where applicable, the associated contractual documents.

In principle, the applicable General Terms and Conditions of Sale are those in effect at the time of the Order. This version shall prevail over any subsequently modified version, except for changes reflecting legal or regulatory developments or non-substantial amendments, which shall apply immediately to all current Orders.

The Contract may only be amended by means of an addendum signed by both Parties or by the signing of a new Quote. Any subsequent addendums or Quotes form part of the Contract and are subject to all its provisions.

The failure of either Party to enforce or any delay in enforcing any clause of the Contract shall not be interpreted as a waiver of its right to enforce that clause in the future.

If any provision of these General Terms and Conditions of Sale or of the Contract as a whole is found to be null or unenforceable, in particular under applicable law, it shall be deemed unwritten. However, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Sale and the Contract. If the invalidated provision is an essential term, the Parties shall negotiate in good faith to amend the Contract accordingly.

4. Duration

The Contract shall take effect as of the date of signature of the Quote and shall remain in force for the period necessary to configure the Solution, extended by the Subscription term as defined below.

The configuration period for the Solution(s) and the Go-Live date shall be indicated as an estimate in the Quote and confirmed following the kickoff meeting organized between Smart Tribune and the Client, via the minutes of the meeting sent to the Client by email.

The Subscription to the Solution is entered into for a term of one (1) year from the date of the kickoff meeting with the Client.

The Subscription is renewed automatically unless terminated by either Party by sending a Registered Letter with Acknowledgment of Receipt. To be valid, such notice must be received by the other Party at least thirty (30) days prior to the Subscription’s anniversary date.

5. Delivery of Solutions and Related Services

5.1 Design and Customization Phases of the Solution

The Client agrees to provide, according to the schedule agreed upon with Smart Tribune during the project kickoff meeting, all necessary documents and information required for the design of the Solution by Smart Tribune’s teams.

Depending on the Client’s project scope and technologies involved, the project may consist of several stages (non-exhaustive list):

“Design Phase”: This phase includes collecting Client Data, writing and/or structuring the knowledge base, and creating wireframes and/or graphic mock-ups. Validation reports will be signed throughout this phase. Successful completion depends on the Client’s ability to provide all required information within the agreed timelines.

“Development Phase”: During this phase, Smart Tribune’s teams will carry out all developments, customizations, and configurations necessary for implementing the Solution, based on the specifications validated during the Design Phase.

“Testing Phase” (User Acceptance Testing) : During this phase, the Client performs acceptance testing of the Solution, following delivery by Smart Tribune’s teams in the Client’s pre-production environment, ensuring the delivery matches the specifications validated during the Design Phase. Smart Tribune will then process the Client’s feedback, apply necessary corrections, and deliver an updated version of the Solution. This phase concludes with the signing of an Acceptance Report, which is a prerequisite for the production launch of the Solution. This is followed by the Go-Live as defined in Article 1 and detailed in Article 5.2.

Smart Tribune will make every effort to adhere to the provisional schedule defined at the kickoff meeting. However, Smart Tribune shall not be held liable for delays caused by the Client (for example, failure to provide essential Client Data or lack of cooperation required for the successful execution of the project phases mentioned above).

5.2 Installation of the Solution and Go-Live

The Solution is integrated into the Client’s website via code Snippets to be added to the page(s) where the Solution should appear. These Snippets will be sent by Smart Tribune to the Client prior to the Go-Live date, allowing integration and functionality checks. It is also possible to integrate the Solution into third-party applications depending on the Solution, provided that these are accessible via an existing channel such as Facebook, Messenger, Slack, Skype, etc.

The Solution is considered delivered upon signing of the Acceptance Report.

It is the sole responsibility of the Client, or any person duly authorized by the Client, to implement, configure, and manage the Snippets, either directly or through a third-party or embedded Snippet management system, on the elements (pages, etc.) of the Site(s) for which the Subscription was purchased. Only the elements containing the Snippet will be able to display the Solution.

For technical and liability reasons, Smart Tribune is neither authorized nor physically able to access or intervene directly on the Client’s website(s) to implement, administer, or remove the Snippets. Therefore, Smart Tribune shall not be held liable for any incorrect implementation, management, or alteration of the Snippets.

Access rights to the administration interface are automatically sent to the Client via email upon creation of the “admin employee” account. This administrator may create additional employee accounts for colleagues, who will also receive access credentials via email.

These access credentials are under the sole responsibility of the Client, who must take all necessary security measures to prevent unauthorized access or use. It is expressly agreed that, in the case of multiple access rights, the primary administrator is responsible for managing access rights (customized access), domains, roles, permissions, and authorizations.

In case of loss of access credentials, the Client may request them again from Smart Tribune by email.

More generally, the Client agrees to comply with all technical instructions provided by Smart Tribune and to manage them properly.

6. Security / Internet Network

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

To this end, Smart Tribune will implement all appropriate measures at its sole discretion. However, the Client acknowledges that the confidentiality, integrity, and availability of the Data published on the Solution and/or used within the framework of the Solutions depends in part on the measures implemented by the Client to ensure the physical and logical security of its equipment, systems, or networks.

In this regard, the Client specifically acknowledges:

·   That data transmissions over the Internet are only relatively reliable from a technical standpoint, as they travel through heterogeneous networks with varying technical characteristics and capacities, which may sometimes be congested at certain times of the day.

·   That certain specific networks comprising the Internet may be subject to specific agreements and access restrictions.

·   That data circulating on the Internet is not protected against potential misuse or diversion.

7. Use of the Solution, Maintenance and Backup

7.1 Use

The Solution is licensed for use on the Client’s Website(s) whose domain name(s) are its direct property. In the event the Client wishes to use the Solution on one or more Sites of which it is not the editor and owner, the Client guarantees that it has been duly authorized by the owner to:

·   Add/remove one or more Snippet(s) to/from the Site.

·   Create any necessary pages.

·   Add any rules necessary to optimize natural referencing (SEO).

The Client undertakes to provide evidence of such authorization upon Smart Tribune’s first request.

7.2 Maintenance

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

·   For maintenance purposes, including updates,

·   To improve the Service and install new features,

·   To verify the correct functioning and use of the Solution,

·   And in the event of failure or serious risk of failure.

If the intervention is likely to significantly affect Solution availability, Smart Tribune will notify the Client by email in advance and as soon as possible, except in the case of urgent unplanned operations, and will endeavor to limit downtime to what is strictly necessary and to group interventions whenever possible.

7.3 Back-up

Smart Tribune undertakes to make its best efforts to ensure the periodic backup of the Client’s Data and to provide access to such backups under the Parties’ agreement, including financial terms.

For the purposes of the Contract, the information contained in such backups is considered Confidential Information. However, the integrity of the backed-up information cannot be guaranteed, and Smart Tribune shall not be held liable if one or more of the original pieces of information was altered or corrupted prior to the backup.

8. Handling of Anomalies

Anomalies will be handled in accordance with Annex 1 of this document.

9. Client obligations

The Client undertakes to:

·   Provide Smart Tribune with the necessary information to enable proper service performance, by expressing its needs clearly and precisely and promptly informing Smart Tribune of any events or changes likely to affect the services or their performance conditions.

·   Provide all useful and necessary information for the proper design and integration of the Solution.

·   Pay Smart Tribune the agreed service fees within the agreed deadlines and terms.

·   Provide a valid billing address and notify Smart Tribune of any changes in address or payment method.

·   Maintain the confidentiality of Access Rights.

·   Not develop or market any services or products likely to compete with those of Smart Tribune, nor provide a competitor with any information that could assist them.

·   Inform its users and visitors of their data protection rights as the Data Controller, in accordance with the General Data Protection Regulation (Article 19).

10. Smart Tribune obligations

Smart Tribune undertakes to :

·   Deploy the human resources necessary for the Service.

·   Advise the Client on all elements related to the Service.

·   Notify the Client of any factors that may compromise proper Service performance.

·   Provide the Client with Access Rights as part of the Solution provision.

·   Provide the Client with all Documentation necessary for Solution installation.

Smart Tribune undertakes to deliver a Solution free of defects and to carry out regular quality controls. If the Solution does not conform to the Services described in the Contract and/or does not comply with industry standards, Smart Tribune undertakes to make all necessary corrections as soon as possible and to perform any necessary backups at its own expense. Smart Tribune will make its best efforts to:

·   Ensure continuous monitoring of the Data and the technical means it uses to perform the Services, particularly regarding access, storage, and data usage.

·   Ensure the physical and logical protection of the Data and any other information entrusted to it by the Client, implementing the necessary technical measures against disclosure, destruction, corruption, hacking, or misuse by unauthorized third parties.

As part of its advisory obligation, Smart Tribune reserves the right to access the Client’s interface to recommend improvements in Solution usage.

11. Financial Terms

11.1 Price

The applicable prices for the Subscription Orders and optional Ancillary Services are those indicated in the Quote. Smart Tribune states the total amount of the Order excluding and including taxes, in euros.

Prices are defined exclusive of taxes and will be increased by applicable taxes, including, where applicable, the VAT in force on the service delivery date. Any other taxes not included in the original Order will be borne by the Client.

In accordance with Directive (EC) No. 2008/8/EC of 12 February 2008, transposed into French law by Article 102 of the Finance Law No. 2009-1673 of 30 December 2009, the applicable VAT rules for services are as follows:

·   If the Client is based in France, French VAT applies.

·   If the Client is based in an EU country and has a valid intra-community VAT number, no VAT applies.

·   If the Client is based in an EU country without a VAT number, French VAT applies.

·   If the Client is based outside the EU, no VAT applies.

Any changes to the applicable VAT rate will automatically be reflected in the indicated prices.

Smart Tribune and the Client agree that Article 1195 of the French Civil Code does not apply to their contractual relationship. As a result, an unforeseeable change in circumstances at the time the contract is signed will not affect the agreed price, unless otherwise agreed in writing by both Parties.

11.2 Price Adjustment Clause

On each anniversary of the Subscription, Smart Tribune may revise the annual price using 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: reference SYNTEC index at the contract start date or last revision

·   S1: latest index published at the revision date

This monthly index has been recognized by the French Ministry of Economy and Finance since March 11, 1974. This price increase option is entirely at the discretion of Smart Tribune. The absence of a price increase for one or more years will be considered a commercial gesture and does not preclude future increases.

11.3 Payment and Invoicing

Billing terms are specified in the Quote. Smart Tribune reserves the right to request a deposit and/or implement a payment schedule, if agreed with the Client in the Quote or special sales conditions.

Unless otherwise agreed in the Quote, invoices are payable within thirty (30) days net from the invoice date, with no discount.

Any dispute regarding an invoice must be submitted in writing within fifteen (15) days of the invoice date. After this period, the invoice will be deemed accepted by the Client, and no further claims will be considered by Smart Tribune.

Invoices are payable by bank transfer to JCS WEB, with the following details :

ACCOUNT HOLDER: JCS WEB

BANK: Memo Bank

RIB: 17338 00001 82625208530 50

IBAN: FR76 1733 8000 0182 6252 0853 050

BIC: MEMOFRP2XXX

11.4 Penalties

Failure by the Client to pay amounts due on their due date shall, by operation of law and without prior formal notice, solely due to the passage of time, render all amounts due immediately payable and shall incur 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, applicable as of the due date of the debt.

Any professional in a situation of late payment shall automatically owe Smart Tribune, in addition to late payment penalties, a fixed recovery indemnity of forty (40) euros in accordance with Articles L441-10 and D441-5 of the French Commercial Code. Smart Tribune reserves the right to claim additional compensation if it can demonstrate that the recovery costs incurred exceed forty (40) euros.

12. Termination

12.1 Termination for Convenience

The Client may unilaterally terminate the Agreement at the end of the Initial Term or any renewal period, by notifying the Service Provider via Registered Letter with Acknowledgment of Receipt at least thirty (30) days before the end of the current period. No reason needs to be provided for such termination.

The Client undertakes to remove the Snippets within thirty (30) days of the Subscription termination date. Failing this, the Agreement shall be automatically renewed under the conditions set forth in Article 4 “Term”.

The Service Provider may also unilaterally terminate the Agreement at the end of the Initial Term or any renewal period by notifying the Client via Registered Letter with Acknowledgment of Receipt at least three (3) months before the end of the current period. No reason needs to be provided for such termination.

12.2 Termination for Breach

Without prejudice to any other rights or remedies, in the event of a breach by either Party of any of its obligations under the Agreement, the non-breaching Party may automatically terminate the Agreement thirty (30) calendar days after sending a formal notice by Registered Letter with Acknowledgment of Receipt, if the breach remains unremedied in whole or in part.

Notwithstanding the above clause, Smart Tribune may terminate the Agreement automatically in the event of non-payment, following a formal notice remaining unanswered for fifteen (15) calendar days. However, as long as the Snippets are not removed by the Client, the Client shall remain liable for the Subscription fees according to the agreed pricing terms.

12.3 Effect of Termination

Upon termination of the Agreement, the Client’s access to the Solution’s administration interface shall be deactivated. As a result, the Client will no longer be able to create, modify, or export content.

The Client may request, within a maximum period of two (2) months following the end of the Agreement, a partial or full extraction of the Processed Data. This extraction may be subject to a quote depending on the type, volume, and analytics criteria of the requested data.

If the Client does not exercise this right within the stated timeframe, the Service Provider undertakes to delete all Client Data. This deletion shall be permanent and will not allow for any retrieval or reconstruction of said Data.

Notwithstanding termination or expiration of the Agreement for any reason, Articles 15, 17, and 21 shall continue to apply.

13. Liability

Smart Tribune is subject only to a best-efforts obligation (obligation de moyens) under this Agreement. The Service Provider’s liability is limited to direct damages only, excluding all indirect damages, including but not limited to: business interruption, commercial losses, loss of customers, lost orders, loss of profits, or damage to brand image.

Additionally, the Service Provider’s total cumulative liability shall not exceed the lesser of :

·   The annual value of the Agreement, or

·   fifty thousand (50,000) euros.

The Service Provider shall not be held liable:

·   In cases of force majeure as defined in the “Force Majeure” clause,

·   In case of unavailability of the Solutions due to circumstances not attributable to the Service Provider’s internet network,

·   For any technical problems related to the Client’s equipment and/or internet network,

·   For improper implementation and/or alteration of the Snippets,

·   For incorrect management of the Snippets,

·   For scheduled downtime due to maintenance, including corrective and/or upgrade-related updates,

·   In case of the Client’s breach of this Agreement and/or use of the Solutions contrary to Smart Tribune’s instructions or documentation.

14. Intellectual Property and Commercial References

Smart Tribune is the creator and intellectual property owner of each Solution and, more generally, of the associated database and related technologies.

Accordingly, Smart Tribune grants the Client a right to use the database underlying the Solutions but grants no ownership rights to the database itself.

The Client shall not decode, decompile, adapt, copy, dismantle, or otherwise alter the database in any way.

The Client shall not challenge or infringe Smart Tribune’s rights in any way regarding the Solutions, associated databases, website, or any Documentation. The Client may not copy the Documentation except as required for the internal use of the database, and may not use it in any way that could compete with the Service Provider.

Smart Tribune retains ownership of the intellectual property rights related to the database that organizes, enriches, and enhances Client Data in an original manner.

The Client retains ownership of the Data contained in the database implemented within the Solution and any intellectual property rights attached to it.

The Client authorizes Smart Tribune to reference its name and use its logo in commercial materials and presentations, including hyperlinks on Smart Tribune’s website.

15. Non-solicitation

The Client agrees not to hire or engage, directly or indirectly, any employee of the Service Provider, regardless of their position, even if the employee initiates contact. This commitment applies throughout the duration of the Agreement and for one (1) year following its termination.

If the Client breaches this clause, unless explicitly authorized in writing by the Service Provider, the Client shall owe a flat and irreducible compensation equal to twelve (12) times the employee’s last gross monthly salary, without prejudice to any additional damages.

16. Insurance

Each Party agrees to insure itself against any financial consequences of damages or liabilities arising from the products and services of Smart Tribune.

Accordingly, the Client shall maintain, with a reputable insurer, an insurance policy covering its own damages and civil liability for all direct or indirect harm caused to Smart Tribune and/or third parties, including special risks linked to its activity, throughout the duration of the Agreement.

The events and limits of coverage must be specified in the insurance certificate and be at least equivalent to industry standards.

The Client must provide the Service Provider with proof of insurance within fifteen (15) days of signing the Order. Proof of insurance must also be provided with each new Order, at the renewal of the policy, and upon Smart Tribune’s request.

Failure to provide this documentation may result in a penalty of five hundred (500) euros per day of delay, after a thirty (30) day notice sent via Registered Letter with Acknowledgment of Receipt remains unanswered.

Non-compliance with these provisions may result in termination of the Agreement at the Client’s fault.

If the insurance policies are terminated for any reason, the Client must immediately notify Smart Tribune, pay any remaining premiums, and ensure the continuity of coverage.

The Client may not use insurance policies, their coverage limits, deductibles, exclusions, or related issues to limit their liability or claim compensation from Smart Tribune.

17. Confidentiality

Each Party undertakes to maintain confidentiality for the duration of the Agreement and for two (2) years after its termination, regarding the Agreement terms, billing details, and all exchanged confidential information.

“Confidential Information” includes any information, process, or result transmitted between the Parties, regardless of the medium or format (written, oral, or visual), and includes but is not limited to: patents, trademarks, software, know-how, manufacturing secrets, plans, drawings, models, designs, specifications, meeting minutes, and business plans explicitly marked or stated as confidential.

The Agreement itself is considered Confidential Information.

The receiving Party agrees not to :

·   Disclose Confidential Information to any employee, subcontractor, or third party,

·   Use it for purposes other than those for which it was disclosed,

·   Fail to maintain confidentiality through reasonable physical, logical, and organizational safeguards,

·   Fail to ensure their authorized personnel maintain its confidentiality.

The above obligations shall not apply to :

·   Information in the public domain through no fault of the receiving Party,

·   Information already known by the receiving Party,

·   Information independently developed by the receiving Party,

·   Information required to be disclosed by law or legal authority, provided that the disclosing Party is notified promptly to seek protective measures.

18. Force majeure

Neither Party shall be liable for delays or non-performance caused by force majeure as defined in Article 1218 of the French Civil Code.

Force majeure suspends the Agreement for the duration of its effects. The Party invoking force majeure must inform the other Party in writing.

The suspension shall not exceed one (1) month from the date of notification. After this period, either Party may terminate the Agreement immediately by written notice under the conditions set forth in Article 12.3.

19. Personal Data

Smart Tribune emphasizes the strategic and confidential nature of all personal data processed under the contractual relationship. Both Parties acknowledge that all such data and files are subject to the amended French Data Protection Act No. 78-17 of January 6, 1978, and the EU General Data Protection Regulation (GDPR) 2016/679.

The Parties undertake to implement all necessary procedures to ensure the confidentiality and security of the data.

Smart Tribune may collect and process personal data on behalf of the Client, acting solely on the Client’s instructions. In this context, the Client is the Data Controller, and Smart Tribune is the Data Processor under the GDPR.

Smart Tribune’s commitments as a Data Controller (particularly regarding the personal data of its Clients) and the rights of data subjects are outlined in its Privacy Policy available [here].

20. Assignment – Change of Control

This Agreement is entered into intuitu personae, considering the Client and its specific characteristics. As such, the Client may not assign any part of the Agreement without prior written consent from Smart Tribune.

Failure to comply renders the Client personally liable to Smart Tribune and third parties, and Smart Tribune may terminate the Agreement.

Any direct or indirect change of control of the Client’s shareholding is considered an assignment of the Agreement.

21. Governing Law and Jurisdiction

These General Terms and Conditions are governed by French law.

In the event of a dispute concerning the formation, interpretation, or performance of the Agreement, the Parties shall endeavor to reach an amicable resolution or engage in mediation.

If no amicable solution is found, any dispute shall be submitted to the exclusive jurisdiction of the competent courts of Paris.

 

 

 

 

 

 

 

 

 

 

  

 

 

Annex 1 : Anomaly Handling

 

This Annex defines the types of anomalies that may occur in the Solution provided by the Provider and the response procedures implemented by Smart Tribune.

 

1. Definitions

 

•   Anomaly : means any malfunction of the Solution as provided by the Provider without configuration.

 

•   Availability Time is defined as all the times when the Smart Tribune Services are available and accessible by authorized users and operate properly to ensure the smooth functioning of activities.

 

•   Blocking Blocking means an Anomaly causing an operational shutdown and/or making normal use of the Solution impossible, and which cannot be bypassed by a workaround. A non-exhaustive list of Anomalies considered Blocking Anomalies is provided in the appendix.

 

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

 

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

o   Scheduled Maintenance (as defined below)

o   A force majeure event (as defined in the Contract)

o   Client hardware issues, network connectivity, or third-party software problems

o   And/or improper use of the Smart Tribune Services.

 

•   Major Anomaly means any Anomaly that does not prevent the use of the IT Solution but causes a degradation of its normal use and can be bypassed by a workaround. A non-exhaustive list of Anomalies considered Major Anomalies is provided in the appendix.

 

•   Minor Anomaly means any Anomaly that allows continued normal use of the IT Solution in all its functionalities, and/or any other Anomaly not falling under one of the categories defined above.

 

•   Scheduled Maintenance is defined as any major maintenance operation. Prior to any Scheduled Maintenance, the Client will receive forty-eight (48) hours’ notice. The Client may request that Smart Tribune reschedule any Scheduled Maintenance, which Smart Tribune may do at its sole discretion.

 

2. Anomaly correction

 

Smart Tribune shall use best efforts to resolve anomalies according to the following timelines :

 

Anomaly Type	Response Time	Workaround Time	Resolution Time
Blocking Anomaly	4 business hours	1 business day	2 business days
Major Anomaly	8 business hours	2 business days	5 business days
Minor Anomaly	3 business days	N/A	N/A

 

 

Failure to meet the above deadlines may result in the following penalties :

•   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 availability penalties and are automatically enforceable.

3. Solution availability

Service Level Agreement Guarantee: As long as the Client does not breach the terms of the Contract, Smart Tribune guarantees (the “SLA Guarantee”) that the System Availability for Smart Tribune Solutions, as calculated below, will not be less than 99.50% (the “SLA Objective”) :

Availability Rate : ((n–y) /n) × 100

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

For months where service starts mid-month, the calculation is prorated.

In the event that Smart Tribune does not comply with the SLA Guarantee, the Client shall be entitled to the application of penalties as follows:

 

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

 

To obtain the credits under this provision, the Client must submit a written request to Smart Tribune within thirty (30) days following the end of the relevant month.