General Terms and Conditions of Use & Legal NoticesConditions générales d'utilisation & Mentions légales
The present General Terms and Conditions of Use of the FURIOUS software in SaaS mode (hereinafter the “GTCU”) are applicable to Customers from their effective date and replace the previous ones.
The Client, after being aware of the potential, purpose, functionalities, standard nature and operating mode of the SaaS service identified in the quotation, and after having had the opportunity to (and the time necessary to) request a detailed presentation of the Software from FURIOUS, has decided to benefit from the latter. The Client acknowledges that he has received all the information and advises necessary to assess the FURIOUS proposal and that he has ensured that the Software meets his requirements.
The Customer is responsible for ensuring:
- the adequacy of the Software to his/her own requirements, in particular based on the information provided in the documentation presented to him/her;
- that he/she has the necessary competence to access the Services and use the software.
- that he/she has the required bandwidth and network connection to access the Software in accordance with FURIOUS’ prerequisites.
The customer is responsible for verifying the results obtained with the software according to his professional practice.
Company Name: FURIOUS SASU
Responsible for the editorial: Mr TESSIER & Mr LELLOUCHE
Address: Cap Omega – Rond-Point Benjamin Franklin, 34000 Montpellier
SIRET: 879 045 037 00022
Capital: 100,000 euros
Website hosting: AWS France
« Administrator »: designates the person nominated by the Client among his/her Users responsible for the management of the rights and access to the Software and entitled to access the administrative functions.
« Anomaly »: refers to the maintenance services subscribed to, a malfunction of the Software, reproducible by FURIOUS, preventing its use in compliance with the Documentation.
« Client »: designates an individual or a legal entity that has established a Contract with FURIOUS with the objective of accessing the Services and using the Software.
« Contract »: designates the GTCU, their GDPR addendum, the quotation and its potential annexes and the order form.
«Destination»: refers to the purpose for which the Software was developed.
« Documentation»: refers to the description of the functionalities and instructions for use of the Software. Delivered in electronic format (videos, tutorials, etc.) in French. Excluding any other documentation from the scope of the Contract, particularly commercial documentation and training documentation.
«Malfunction »: refers to any difficulty in accessing or failure to access the Operating Platform observed by FURIOUS.
«Software» : refers to the set of functionalities of one or more standard programs and their documentation, designed to be supplied to multiple users for similar use. In accordance with the GTCU, the Software corresponds to:
- the standard version distributed by FURIOUS at the time of signing the quote, excluding customisations or other specific developments;
- to its subsequent updates, if any.
«Operating Platform»: refers to all the hardware, software package, operating system, database and environment provided by FURIOUS on which the use of the Software will be executed.
«Services» : refers to the services provided by FURIOUS as per the Contract
«User» : designates an individual having access to the Software
The purpose of the GTCU is, firstly, to define the conditions of access to the Services and, secondly, to provide for the corrective maintenance of the Software during the period of the contract, as well as an operator assistance reserved for the trained Administrator.
The Contract is valid for a period of one (1) year from the date of invoice sent to the Customer, except in cases where the Contract states something different. The Contract shall be tacitly renewed for successive periods of twelve (12) months on each anniversary date, unless terminated by one of the Parties by registered letter with acknowledgement of receipt at least three (3) months before the expiry of the current period.
Access to the Software is possible only via the Internet network and requires prior connection to the said network at the Internet address communicated to the Client. The Client shall be solely responsible for its connection to the Internet network and for all associated costs, in particular for phone communications.
The number of authorised Users corresponds to the number of subscribers defined in the order form. Each User has his own login (ID and password). The administrator manages the access:
– Creation of Users and associated logins (within the limit of the number of users defined in the Contract).
– Deletion or modification of login.
– Management of security rules and access rights for each User
Terms of access to the Services for each User:
Given that the access codes to the Software are determined by the Customer, FURIOUS will not be held responsible for any loss or damage resulting from access to the Software by a User, or by any third party not designated by the Customer.
In this context, the Customer undertakes both in his own name and in the name and on behalf of the Users, he has designated, to inform FURIOUS immediately of any use of the access codes to the Software that he considers fraudulent.
FURIOUS undertakes to use all the resources at its disposal to ensure the permanence, continuity and quality of the Services.
In the event of an incident on the network, FURIOUS undertakes to use all the resources at its disposal to restore access to the Services as soon as possible.
For technical reasons, FURIOUS reserves the right, subject to four (4) calendar days’ notice, to interrupt temporarily all or part of the Services. Scheduled interruptions will be, as far as possible, after office hours (9:00 am to 6:00 pm Paris time). In any case, they may not exceed four (4) consecutive hours during office hours and days.
Generally, routine operations and maintenance (backup, software updates) do not require interruption of the Services.
FURIOUS devices are designed for 24-hour operation.
In the event of interruption of the Services caused by the malfunction of equipment belonging to FURIOUS, FURIOUS undertakes to use all the resources at its disposal to restore the Services as soon as possible.
FURIOUS reserves the right at any time to modify the functionality of the Software.
FURIOUS, in compliance with the physical and logical security rules applicable as from the date of signature of the quote, ensures the protection of the entire Operating Platform, the results, the processing and transmissions carried out, as well as the backups made on the Operating Platform.
These security policies are available on request from FURIOUS.
FURIOUS allocates a maximum capacity of 500 MB of disk space to the Client. This capacity may be extended at the request of the Customer and may be subject to additional invoicing.
The right to use the Software is granted by FURIOUS to the Customer for the duration of the Contract.
The Software must be used in accordance with the terms of the Agreement, as well as the instructions and guidelines for use, safety and proper operation contained in the Documentation presented to the Customer.
The Software shall be used in accordance with its intended purpose, for the Client’s own needs only, within the limit of the number of Users agreed upon. The Client undertakes to request an additional quote from FURIOUS if he/she needs to add users that exceed the maximum number mentioned in the Contract. In the event that FURIOUS finds that the maximum number of Users stated in the Contract is exceeded, if this option is chosen, the Client shall immediately owe FURIOUS an additional fee at the current rate.
Any use not explicitly authorised by FURIOUS under the terms of the Contract shall be unlawful, in accordance with article L.122-6 of the Intellectual Property Law.
It is strictly prohibited for the client to proceed:
· any form of use of the Software or Documentation in any way intended for the purpose of designing, producing, distributing or marketing a software package or a similar,
equivalent or substitute software package
· any direct or indirect provision of the Software or Documentation to a third party, in particular by rental, transfer or loan, even free of charge, or to entrust it to any service provider in the context of outsourcing, unless FURIOUS has given its prior written consent;
· any use for unauthorised processing by FURIOUS
FURIOUS declares to hold all the intellectual property rights necessary for the conclusion of the Contract.
The right of use granted by FURIOUS by the Contract does not entail any transfer of intellectual property to the Client
The Client shall refrain from reproducing any element of the Software, or any documentation concerning it, by any means, in any form, and on any medium at all.
Consequently, the Customer shall refrain from any act that may have the purpose or effect of directly or indirectly violating the rights of FURIOUS to the Software, which is notably protected by the Intellectual Property Law.
In the event of a claim that the Software violates an intellectual property right in France, FURIOUS may, at its own discretion and at its own expense, either replace or modify all or any part of the Software, or obtain a user licence for the Customer to use the Software, provided that the Customer complied to the following conditions:
– the Customer has accepted and performed all of his/her obligations according to the terms of the Contract, and is notably up to date with his/her royalties,
– the Customer has notified FURIOUS, within a week, by registered letter with acknowledgement of receipt, of the infringement action or the declaration preceding this action,
– that FURIOUS is in a position to defend its own interests and those of the Client, and for this, that the Client collaborates loyally with FURIOUS by providing all the elements, information and assistance necessary to carry out such a defense.
In the event that none of these measures can reasonably be considered, FURIOUS may unilaterally decide to terminate the Contract and shall compensate the Customer by reimbursing the royalties paid over the last twelve (12) months as from the notification of termination.
The present article defines the entirety of FURIOUS’ obligations with regard to patent infringement and copyright due to the use of the Software.
For the duration of the Contract, the Client benefits from the supply and installation of corrective and technological updates to the Operating Platform.
In addition, FURIOUS will provide the Customer with phone or videoconference support and maintenance services (hereinafter “the Services”) associated with the Software.
In the context of the Contract, FURIOUS provides the Customer with a team of support consultants to ensure technical and functional assistance for the Software.
With the exception of public holidays and exceptional days of closure of FURIOUS, and except in cases of force majeure as defined herein, the intervention hours of this support team are from 9:00 to 18:00 (metropolitan time) from Monday to Friday. FURIOUS reserves the right to modify these schedules and will notify the Customer of new time slots by any means at its convenience.
The Services include the following:
– Access to phone support for the trained Administrator provided exclusively to assist in the use of the Software or to deal with Anomalies. The number of phone calls are unlimited.
– The updating of the Software subject to the provisions of this article.
– Monthly Support and at each accounting closing for cut-offs
The need for an update is decided unilaterally by FURIOUS with regard to legal and/or technological developments
The updates are directly implemented by FURIOUS on the Software and can integrate, as appropriate:
– correction of Anomalies,
– the provision of improvements to the functions
are excluded from the services provided by FURIOUS under this Contract :
· a use of the Software that does not comply with the Documentation, the instructions for use or its Intended Purpose, or an abnormal use, for any reason (in particular in case of negligence, handling error, accident …) ;
· any work or supplies not explicitly mentioned in the Agreement, including over-the-phone training of the Customer’s personnel;
· a compatibility problem between the Software and any of the Customer’s other equipment or a malfunction of such equipment;
· the provision of a telecommunications network enabling access to the Software;
· a compatibility problem between the telecommunications networks and the Software;
· a malfunction of one of the elements constituting the Client’s software environment (operating system, other software or software packages, network systems, etc.);
· in general, the Client’s failure to comply with its obligations under the Contract and any other contract concluded with FURIOUS.
The Contract does not cover supplementary services recommended by FURIOUS or requested by the Client to meet its specific needs. Thus, for example, consulting, training and advisory services shall be the subject of a separate contract between the Client and FURIOUS. Similarly, hotline to users other than the Administrator shall be the subject of a separate contract between the Client and FURIOUS.
In order to enable the execution of this service, the Client undertakes in particular:
· to make available to FURIOUS any necessary information requested by FURIOUS for the understanding and resolution of the Anomalies encountered ;
· to appoint a competent contact person within the company to deal with the Anomalies, and to ensure that this person is available during the entire intervention of FURIOUS
· to facilitate the access of FURIOUS personnel to all its facilities if necessary and to ensure that FURIOUS personnel have free access to the premises and to indicate a proper correspondent;
· to install and manage its equipment and applications not supplied by FURIOUS, as well as its networks.
The initial fee to be paid by the Customer for the right to the Services will be determined in the quotation according to the number of Designated Users and will be adjusted on the anniversary date of the signing of the Contract by the Customer and the options chosen by the mutual agreement as per the Contract.
The amount of the royalty may vary according to the evolution of the economic circumstances. All variations in fees decided by FURIOUS shall be notified to the Client by letter or e-mail 4 weeks before they are applied.
Invoices shall be issued quarterly, in arrears, payable within 30 days.
Notwithstanding the provisions of article 1342-10 of the Civil Code, it is expressly agreed that, in the event that several invoices are due and that the Client makes a partial payment, FURIOUS shall be free to allocate the said payment as it sees fit, irrespective of any indication to the contrary issued by the Client.
Failure to pay invoices on the due date shall give rise, without prior notice, to the invoicing of late payment interest calculated per day of delay and on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 points, in accordance with Article L441-6 of the French Commercial Code. This interest shall run from the day following the payment due date until the day of payment.
In addition, in case of late payment by the Client, a fixed compensation for collection costs amounting forty euros (40 €) shall be due by right by the latter. Additional compensation will be claimed by FURIOUS if the collection costs actually incurred exceed the amount of the aforementioned fixed compensation.
The right of use royalty as well as all other sums due hereunder are stated exclusive of VAT, customs duties, withholding taxes and any other applicable taxes, which are payable by the Customer. If there is a withholding tax, customs duty or import tax, the Customer shall pay these taxes to the competent tax authorities and spontaneously send proof of payment to FURIOUS.
Furthermore, and without prejudice to its right to claim damages by any legal means, or to terminate the Contract. In the event of non-payment thirty (30) days after the agreed payment term, despite formal notice remaining unsuccessful, FURIOUS reserves the right to suspend its obligations hereunder, including access to the Software, until full payment of the principal, penalties, costs of restoring the Services and interest.
The costs of restoring the Services will be invoiced to the Customer on the basis of the tariff prevailing at the time of restoration; as an indication, it is specified that these costs are of a fixed amount of eight hundred euros excluding tax (€800 VAT excluded) at the date hereof.
No compensation may be made without the prior written agreement of FURIOUS.
This suspension does not entail any change for the monthly fee, which remains due for the entire period in progress.
The Services shall resume as soon as the reason for suspension has been removed, without extension of the current period.
1. Early termination at the Customer’s initiative
If the Customer wishes to terminate all or part of the Services during the period, FURIOUS reserves the right to charge the Customer for the interruption of the Services, and for the migration and/or recovery of data.
2. Termination for negligence
In the event of a breach by one of the Parties of an essential obligation provided for in the Contract, which is not rectified within a period of thirty (30) calendar days from the date of first presentation of a registered letter with acknowledgement of receipt notifying the breach in question and the risk of termination. the other Party may terminate the Contract by registered letter with acknowledgement of receipt, without prejudice to any damages to which it may be entitled under the Contract.
Termination takes effect on the date of the first presentation of its notification, and it entails the immediate suspension of the entire Customer’s access to the Services.
The termination or the end for any other reason, of the present contract does not give rise to the reimbursement of the sums collected by FURIOUS.
In the event of termination of the contractual relationship, for any reason, the Service Provider undertakes to return, free of charge, all the Data belonging to the Service Provider in a standard format. At the first request of the Service Provider made by registered letter with acknowledgement of receipt and within 10 days of the date of receipt of this request.
Upon the Client’s request, the Service Provider may supply additional technical assistance to the Client and/or the third party designated by the Client, within the framework of reversibility.
These assistance services will be invoiced at the Provider’s rate prevailing at the time of notification of reversibility.
In the event of termination of the Contract by the Client or by FURIOUS and for any particular reason. The Client may request a backup of the data hosted on a storage device chosen by FURIOUS or by e-mail, which will be executed within the deadlines and at the rates prevailing for this service, except if this termination is exclusively due to a failure on the part of FURIOUS to ensure the proper functioning of the Services.
If the Customer expressly requests it, FURIOUS undertakes to delete and remove from its system the data belonging to the Customer. This process will take place within 10 days of the Customer’s request.
If the Customer does not expressly request the deletion of the data within one month of the termination, FURIOUS shall be free to delete the data or not, without any time limit or notice.
The Client and the User undertake to comply with the applicable regulations on intellectual property, personal data protection, respect for privacy and, more generally, to comply with all the regulations applicable.
The Parties acknowledge that only the Customer has the authority to control and know the content transiting through the Operating Platform.
The Client guarantees that he has all the authorisations for the use and/or distribution on the territory of the information and data of any kind hosted by FURIOUS and is solely responsible for the consequences of making them available to the public.
The Customer shall refrain from including in the data hosted by FURIOUS illegal elements, such as defamatory and racist statements, for example, or personal data that is the subject of an undeclared file.
In the event of a breach of the provisions of the law of 21st June 2004 (« LCEN ») FURIOUS shall only inform the Client, a priori or a posteriori.
In the event of an amicable complaint or formal notice from a third party addressed to FURIOUS who considers that the content is illicit or prejudicial, FURIOUS will inform the Client without delay.
If FURIOUS found out that data hosted on behalf of the Client is evidently illicit, FURIOUS may take any useful measure to remove access to the litigious content or to block all access to it, and shall inform the Client accordingly.
The suspension or interruption of access to the content for the reasons mentioned above shall not entitle the Customer to any compensation from FURIOUS.
Furthermore, the Customer shall continue to owe FURIOUS the full amount of the agreed price during the entire period of suspension or interruption.
In any case, the Client guarantees FURIOUS against the financial consequences of any recourse, any action, and a fortiori any condemnation to which FURIOUS could be exposed because of illicit data that the Client had hosted by FURIOUS within the scope of the Contract.
Responsibility of FURIOUS
FURIOUS will not be liable, within the limits of applicable law, for any direct or indirect damage of any kind (such as commercial, financial or operational damage affecting the Customer or the User) resulting from the impossibility of access or any use of the Services, including any loss of data, regardless of the cause of the damage. FURIOUS will not be held responsible for cases of force majeure or circumstances beyond its control.
However, FURIOUS undertakes to use all the resources at its disposal to ensure the best guarantees for the integrity of the data and in particular:
· The systematic use of lastest versions of software
· Storage on disks with redundant technologies. (The information is simultaneously copied to several disks; the malfunction of one disk does not cause an interruption of the Services).
· Daily data backup.
FURIOUS will not be held responsible for any legal prosecution of the Client or the User for illicit use of the Software.
Under the terms of this Agreement, FURIOUS is bound by an obligation of means and shall not be held liable for any delay in the performance of the Services.
Furthermore, FURIOUS shall not be held liable for the erroneous or non-application of the instructions for use provided as part of the assistance, nor for the use of instructions not issued by FURIOUS.
Under no circumstances Furious is liable for the actions of third parties or, in particular, for indirect damages, such as operational losses, commercial prejudices, loss of customers, loss of orders, any form of commercial disturbance, loss of profit or damage to the brand image.
With the exception of infringement actions, any action brought against the Client by a third party constitutes indirect damage and therefore does not give rise to any right to compensation.
If the liability of FURIOUS is recognised by a final decision of a competent court in accordance with the provisions hereof, the compensation that may be claimed from it is explicitly limited to the amount of the remuneration received by FURIOUS for the services for a period of six (6) months, at the time of the occurrence of the damage.
It is explicitly agreed between the parties, and accepted by the Client, that the provisions of this clause shall remain applicable even in the event of termination of the present contract by a final court decision.
The present provisions establish a distribution of risk between FURIOUS and the Customer. The price reflects this distribution as well as the described limitation of liability.
The Client acknowledges that he/she is familiar with the Internet, its characteristics and limitations, and recognizes in particular:
· that data transmissions on the Internet are only relatively reliable from a technical perspective, as they circulate on heterogeneous networks with different characteristics and technical capacities which are sometimes saturated at certain periods of the day;
· that specific networks may be subject to specific agreements and access restrictions that prohibit access to the Software.
· that users of the Software are likely to be located anywhere in the world, and that the content of the Software may be reproduced, represented or more generally distributed without any geographical limitation;
· that the data transmitted over the Internet is not protected against possible misappropriation and that the communication of passwords, confidential codes and more generally all information of a sensitive nature is communicated by the Customer at his own risk;
that the provision of the content of the Software to users may be subject to intrusion by unauthorised third parties and consequently be corrupted despite the provision of a password-protected access by FURIOUS;
The Customer is informed and explicitly accepts that, in accordance with the applicable legal provisions:
The FURIOUS Softwares include technical devices (cookies or other technologies) which, in particular during an Internet connection, and for the software packages concerned, allow the Customer through a web service, automatically or, where appropriate, on the initiative of FURIOUS, to send the identification of the Customer (IP address);
The information obtained by FURIOUS through these technical devices may also be used by FURIOUS in the fight against infringement, to identify and prevent any illegal or non-compliant use of the software packages concerned.
The FURIOUS software may be connected to third party services (API, Web Services, Cloud Services, etc.), the price of which is not included in the initial FURIOUS contract. Moreover, FURIOUS cannot be held liable for changes in the prices of third-party services chosen by the client for his specific needs. Finally, in the event of the malfunctioning or deletion of its third-party services due to the publisher of these services, FURIOUS cannot be held liable for the consequences caused, regardless of the extent of the consequences for the client.
The FURIOUS software will be deployed at the customer’s site after the signature of the present document and the accompanying financial appendix.
The standard deployment modalities are as follows:
– Launch meeting with the client, who must provide FURIOUS with all the elements necessary for the correct configuration and parameterisation of FURIOUS according to the established criteria.
– Preparation of the software instance by FURIOUS on the hosting solution chosen and validated beforehand between the client and FURIOUS. The time required for this stage is estimated to be 15 working days.
– Migration and training: The aim of this stage is to support you in the migration of your CRM data. We also train in face-to-face sessions the persons designated as responsible for the software at the Client. It is understood that the travel expenses related to these training sessions will be charged to the client. The duration of this stage is between 10 and 30 working days depending on the volume to be migrated.
· Support for the first monthly cut-off: We assist the employee designated by the client to perform the first monthly cut-off.
· Support for the first monthly cut-off: We assist the employee designated by the client to perform the first annual cut-off.
The Parties shall not be liable if the non-execution of part or all of the obligations incumbent on one of them results from a case of force majeure.
Initially, cases of force majeure suspend the execution of the Contract and the parties meet to determine the modalities for the possible continuation of their relationship.
If the cases of force majeure last longer than two (2) months, the Contract shall be terminated automatically, unless otherwise agreed between the Parties.
The following are explicitly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the jurisprudence of the French Courts: blockage, disruption or congestion of the telecommunications networks, poor quality of electricity, blockage of means of transport or supply for any kind of reason, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory changes to forms of marketing.
Amendments of the general terms and conditions
FURIOUS reserves the right to modify the GTCU at any time. These modifications will come into force and will apply to all Clients and Users as soon as FURIOUS informs the Administrator.
The data belonging to the Client and managed by the Services are and remain the property of the Client. FURIOUS undertakes to keep this data confidential, not to make any copies of the data, other than for technical and backup purposes, and not to make any use of it other than for statistical purposes or for the execution of this Contract.
Reciprocally, the Client undertakes to keep the documents, data or the nature of the services provided by FURIOUS within the framework of the Contract completely confidential.
The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to in the Contract shall not be interpreted for the future as a waiver of the obligation in question.
The Customer irrevocably relinquishes any request, claim, right or action against FURIOUS or any of the companies in the group to which FURIOUS belongs relating to the performance of the Contract and which would be made more than twelve (12) months after the triggering event.
Assignment of the Contract
The Contract between the Customer and FURIOUS is concluded intuitu personae. Consequently, the Customer’s rights under the Contract may not be assigned, sub-licensed, sold or transferred in any other way by the Customer, except with the prior written consent of FURIOUS.
The Contract represents the entirety of the obligations of the parties. In the event of difficulties of interpretation between any of the headings in the clauses and any of the clauses, the headings shall be declared non-existent.
No general or specific condition included in the documents sent or handed over by the Client may be integrated into the Contract, nor a fortiori contravene it or modify its scope, with the exception of complementary orders from the Client accepted by FURIOUS.
Unless specifically stated otherwise in the Contract, the Contract may only be amended by an amendment duly signed by the persons authorised or mandated by the Client and FURIOUS.
If one or more of the provisions of the Contract are held to be invalid or declared as such pursuant to a law, a regulation or following a final decision of a competent court, the other provisions shall retain all their force and scope, and the Parties undertake to come together to agree on a similar provision purging the ground of invalidity affecting the pre-existing provision.
FURIOUS may use the Client’s name and logo to promote the Software.
FURIOUS, FURIOUS-SOFTWARE, FURIOUS-SQUAD are registered trademarks owned by DENERYS SAS. Without the explicit authorisation of DENERYS SAS, the Customer and the User undertake not to use or distribute them in any way or form.
All notifications, in order to be valid, must be submitted at the address mentioned in the Contract, by registered letter with acknowledgement of receipt. Any time limit shall run from the date of the first presentation of the said letter.
Non-solicitation of personnel
The Client undertakes not to employ any FURIOUS staff for the entire duration of the contract and for a period of two years from the expiry of the last Contract, without prejudice to any damages.
Data processing and freedom
The personal data collected on the Client or the User when the Contract is concluded is subject to the provisions of Law No. 78-17 of 6th January 1978 relative to information technology, files and freedom. The Customer therefore has the right to object as provided for in Article 38 of the law, the right of access as provided for in Article 39 of the law, and the right of rectification as provided for in Article 40 of the law.
The Customer may also request that this information is not communicated to third parties by sending an e-mail to FURIOUS.
Law and attribution of competence
The Contract is governed by the French law. In the event of a dispute and after an attempt to settle it amicably, jurisdiction is explicitly attributed to the Commercial Court of MONTPELLIER, notwithstanding multiple defendants or the introduction of a guarantee, including for proceedings on request or in emergency situations, and for payment order proceedings and their consequences.