The general conditions of Service (“General Conditions for the provision of services in SaaS mode”) apply, without restriction or reservation, to services provided by Regate SAS to Customers who order the Service directly through the form intended for this purpose or whose name the purchase order is issued. Please read these terms and conditions of service carefully. By subscribing to our Services, you declare that you have read and accepted the latest version of this contract without reservation. The Services are only for professional use and for persons over the age of 18.
The Customer acknowledges that he contracts expressly for the purposes of his professional activity, so that he is not intended to benefit from the provisions of Book 1 — Title 2 — Chapter 1 — Section 2 of the Consumer Code.
These General Terms of Service constitute, in accordance with article L. 441-6 of the Commercial Code, the basis of the commercial relationship with Customers and, in particular, together with the price list, the Order Form and any special stipulations, form the contract (hereinafter the “Contract”), enforceable against the parties, to the exclusion of all other documents, brochures, catalogs or photographs of products that are only indicative.
In particular, and without this being exhaustive, they specify the conditions for ordering, payment, use and management of possible difficulties relating to the Services ordered by Customers.
In accordance with the regulations in force, these general conditions of service are systematically communicated to any Customer who requests them, to allow him to place an order with Regate SAS. Any Service order implies acceptance of these terms and conditions by the Customer. The Customer is required to read it before placing an order. The choice and purchase of a Service is the sole responsibility of the Customer.
Regate SAS's contact details are as follows: Regate SAS
17 Bank Street
75002 Paris
In accordance with the regulations in force, Regate SAS reserves the right to derogate from certain clauses of these general conditions of sale, depending on negotiations conducted with the Customer, by establishing special stipulations.
THE FOLLOWING IS PREVIOUSLY RECALLED:
Capitalized terms used in this document and in the Annexes have the meanings given in Annex I.
The purpose of this Agreement is to set the conditions under which REGATE (i) provides access to its Platform hosting the Solution whose Modules desired by the Customer make up the Plan that was the subject of a Purchase Order and (ii) provides the Customer with the Services described herein and subscribed in the corresponding Purchase Orders.
The provisions hereof will apply to each Purchase Order and form an integral part of it.
The general conditions of service, as well as the specific stipulations provided in the Order Form, are deemed to be irrevocably accepted by the Customer. REGATE reserves the right to modify these general conditions of service at any time. The new general conditions of service will, where appropriate, be brought to the attention of the Customer by online modification and will be applicable only to sales made after the modification.
All sales transactions between REGATE and the Customer are therefore subject to the following conditions, except for special conditions freely negotiated and signed by the Parties in the Order Form.
The Contractual Documents consist of the following documents:
o Appendix 1: Definitions
o Annex 2: Personal data processed by REGATE as a subcontractor
o Annex 2.A: Management of Personal Data by REGATE as a subcontractor
To access the Solution, the Customer will be provided by REGATE with a connection link allowing him to access an Administrator role.
The Administrator will have Administrator Codes allowing him to give access to Users.
Access to the Service is controlled by the Customer, represented by the designated Administrator, via the “settings” section, through which the Customer determines the opening of the rights and authorizations of each User.
The maximum number of Users, depending on the Service Level subscribed, is fixed in the relevant Order Form.
It will be up to the Customer to respect the number of Users provided for in the Order Form. If not, it will be subject to additional billing as specified herein.
It is the Customer's responsibility to provide training to Users prior to using the Solution, it being remembered that if desired, the Customer may ask REGATE, as part of the provision of services, to provide training to Users.
The Customer acknowledges that all Users are solely responsible for their Personal and Confidential Access Codes, as described below.
In order to be able to benefit from all the Services made available through the Platform, the Customer must complete a single registration.
Registration is done through the use of the registration form provided by REGATE on the Platform.
By registering on the Platform, the Customer confirms their unreserved knowledge and acceptance of the terms and content of these General Terms and Conditions of Service.
When registering on the Platform, each User must provide personal data in order to allow individualized and secure access to the interface and the Services.
This personal data is provided through the registration form and includes the first name, last name, email address. Mandatory data are indicated by an asterisk. Each field must be filled in with an indication that is consistent with reality. Registration is only possible through the use of the User's civil name; the use of fancy names or aliases is not possible.
Registration is reserved for natural persons. Persons under the age of 18 are not authorized to use the Service.
By registering on the Platform and opening an account, Users acknowledge that they have read the data protection policy. Available at the following link: https://www.regate.io/mentions/politique-de-confidentialite.
If the registration process is interrupted, for example, due to incomplete fields or the lack of consent to these General Terms and Conditions, REGATE will delete the corresponding Account within seven days.
REGATE reserves the right to refuse a User's registration unilaterally and without justification. If necessary, all personal data transmitted will be deleted as soon as possible.
Users must protect access to their Account from any unauthorized and fraudulent use. They undertake to inform REGATE immediately in the event of such illicit use or risk of fraud.
To preserve the security of the data transmitted, Users must diligently protect their login data and only grant access to their Account to trusted third parties. In such a case, REGATE cannot be held responsible for the loss or fraudulent use of data.
In the event of a change in his situation, the User undertakes to inform REGATE. REGATE cannot be held responsible by the User if it has not been notified of a change in the situation or of erroneous information concerning him.
REGATE reserves the right to take legal action and seek damages against any person who has tried to cheat, deceive, or fraudulently use the Service provided by the Platform, or to generate benefits or benefits in a fraudulent or unfair manner, or more generally to have entered information for the purpose of usuration identify an identity.
In order to ensure compliance with its obligations by the User, REGATE reserves the right to apply the following scale of sanctions depending on the violation of which the User is guilty:
• warning;
• removal of content;
• temporary deactivation of the User Account; • cancellation (irrevocable deactivation of the account).
The type of sanction depends on the purpose, the impact and the type of violation of the User.
In the event that a User Account is cancelled, the User concerned is not authorized to register again and will not be able to request any compensation, resulting in particular from the inability to use the Services.
REGATE reserves the right, without compensation and without notice, to suspend access to all or part of the Account until the cause of the suspension has disappeared, or even to delete the Account in view of the severity of the breach.
The User acknowledges that REGATE cannot be held responsible against him or against third parties for the consequences of the closure or suspension of the Account.
The User may at any time refuse to use the services and request the closure of his Account via the Platform. In all cases, the User remains responsible for any use of his Account prior to the closure of this Account.
REGATE makes all of the Services available to the Customer, according to the Plan chosen and the Modules composing it, included in the Order Form, for the duration provided for in this Agreement and under the license conditions described in this Agreement.
The Services are provided as part of a shared infrastructure using Regate's resources, subject to compliance by the Customer with its obligations, in particular with regard to paying the price of connecting to the network, without which no access to the Services and the Platform is possible.
The Customer may only use the Modules to which the Services provide access only within the framework of said Services and in accordance with the terms of the license. He is responsible for the use of the Services by Users. It is his responsibility to ensure that Users respect the contractual conditions for access to the Services.
The Customer may not transfer the right to access the Services in any way whatsoever without the prior written consent of REGATE.
Before the commissioning date of the various Modules, fixed in the Order Form, the Customer must:
These services are deemed to be delivered and received without reservation the first time the Customer uses the Modules in real operation, after REGATE has notified the Customer of the end of the service if these services have been entrusted to REGATE; the use in real operation of a Module is equivalent to revenue.
REGATE will make its best efforts to ensure that the date of Service occurs within fifteen (15) working days following the communication by the Customer of all the information and other Content necessary for the Implementation of Service, provided that this communication is declared expressly complete by the team in charge of the configuration (“Ont. Boarding”) by REGATE.
The start of the execution of the configuration and installation of the Services by REGATE is subject to the signature by the Customer of a debit mandate (operated by the Go Cardless company as set out in article 9.2). Otherwise, the commissioning date may be postponed without Eregate being held liable in this respect.
REGATE offers the Customer several Plans providing different Modules as defined below.
The price of the Service depends on the Plan chosen but also on the number of Supplier Invoices integrated into the Platform and the subscription to the optional Modules.
Are specified in the Order Form:
If the number of Supplier Invoices or the number of Users of the Fee Note module is exceeded, an additional adjustment invoice will be sent to the Customer as follows:
This subscription includes the subscription to the Supplier Invoices Module including:
This subscription includes the subscription to the Supplier Invoices Module as well as the Budget and Authorization Module including:
This subscription includes the subscription to the Supplier Invoices and Budget and Authorization modules as well as the Card Management module including:
This subscription includes the subscription to the Supplier Invoices, Expense Reports, Budget and Card Authorization and Management modules as well as a retrocession of 0.2% of your amounts spent with the REGATE card.
Customers who have subscribed to a Basic Plan or a Plus subscription can subscribe to the Expense Report Module option. This option will be subject to additional billing as indicated in the Order Form.
The Expense Report Module is included in the Full and Premium Plans.
The expense report module includes the following features:
The price of the Expense Report Module depends on the number of Users provided for in the Order Form. It is recalled that if the number of User profiles created is exceeded, additional regularization billing will be sent to the Customer on the anniversary date of the Contract.
Customers who have subscribed to a Plan can subscribe to the Customer Billing Module option. This option will be subject to additional billing as indicated in the Order Form.
The Billing Module has the following features:
The specific price list is given to the Customer when signing the request to subscribe to services.
The Contract takes effect on the date of signature for a period of one (1) year and will be renewed tacitly under the same terms for successive periods of one (1) year in the absence of termination by one of the Parties addressed as follows within 3 months before the expiry date.
The Customer may request the non-renewal of the Contract by sending an email to REGATE at the following address: resiliation@regate.io.
If the Customer has expressly requested it in his Order Form, he will benefit from one-hour distance training services in the form of a videoconference to optimize the use of the Solution.
The Services are accessible by the Customer at any time, 24 hours a day and 7 days a week, except for Maintenance periods under the conditions defined below. The Services may be occasionally suspended due to scheduled Maintenance interventions necessary for the proper functioning of REGATE's servers. In the event of an interruption of the Services for scheduled maintenance, REGATE undertakes to inform the Customer of the interruption, with a notice period of 3 days, so that he can make arrangements.
Access to the Services by Users is carried out, for each User, using their identifiers from any fixed or laptop computer or on the dedicated mobile application downloaded on the User's mobile phone, even if not located on the Customer's premises and in accordance with the procedure defined.
The Customer is solely and fully responsible for the use and confidentiality of Identifiers and passwords and must ensure that only authorized persons have access to the Services. He must inform the Service Provider without delay if he finds a security breach linked in particular to the voluntary communication or misuse of Identifiers and passwords, so that REGATE can take any appropriate measure without delay in order to have the security breach remedied.
The Customer is informed that the connection to the Services is made via the Internet network. It is warned of technical hazards that can affect this network and cause slowdowns or unavailability making the connection impossible. REGATE cannot be held responsible for difficulties accessing the Services due to Internet network disturbances.
Access to the Services may be temporarily interrupted for reasons of necessity related to the Services and in particular to ensure the maintenance of REGATE servers.
Throughout the duration of the Contract between it and the Customer, REGATE will make its best efforts to guarantee a monthly rate of availability of the Solution of 99.5%, with the exception of unavailability due to a case of force majeure, an Internet network problem, a problem in the Customer's network, or even scheduled maintenance operations for which REGATE will endeavor to notify the Customer with a minimum of three days' notice.
The Customer has access through the Platform, via his account, to all of his Customer Data that has been integrated into it during the current year and the previous calendar year. On the other hand, all previous Customer Data will no longer be accessible through the Platform.
However, and if the customer requests it from REGATE, a copy of all of his data may be sent, it being specified that the data is only stored for a total of 8 calendar years beyond the current year. The number of requests is limited to 3. Beyond that, additional billing may be applied.
In the event of termination of the Contract, for any reason whatsoever, REGATE may, if the Customer so requests, provide a service for the transfer of any Customer Data, document, data or settings useful for the resumption of the service (reversibility of the service) subject to the conditions of payment of all the services subscribed
The Customer's written request must be formulated no later than 3 months from the date of termination of the contract. REGATE will have a maximum period of 3 months from the date of the request or the end of the Contract to carry out the transfer, on any medium and by any process whatsoever, of the data from the Platform. In the event of an action by the Customer preventing the return by REGATE, REGATE will be relieved of its obligation.
The implementation of certain Modules, in particular the Payment Module, may require checks prior to their provision by REGATE or its Partners, to take into account regulatory provisions, which the Customer accepts. REGATE cannot be held responsible if its Partner, in particular for the Payment Module, refuses to provide access to its Module after completing the above checks.
The Customer may request that REGATE provide physical or dematerialized bank card (s) in euros (hereinafter “the Card”) under the conditions defined in this article and in the framework payment service contract established with Treezor: https://www.regate.io/mentions/contrat-cadre-service-de-paiement-treezor for the benefit of Users.
In the context of this article, REGATE acts as an agent and distributor of electronic money, under a mandate issued by Treezor SAS, an electronic money institution authorized by the Prudential Control and Resolution Authority located at 4 Place de Budapest75436 PARIS CEDEX, whose status can be consulted on www.regafi.fr, under the number 16798.
The Online Payment Services provided to the User holding a bank card are as follows:
The Card is ordered by and under the responsibility of the Customer, subject to the communication of the information necessary for its issuance (title, first name and date of birth of the User) and for its delivery (destination address) if necessary.
All Card (s) order is processed immediately by REGATE, and leads to its personalization, the Customer is thus informed that he will not be able to withdraw, in accordance with the provisions of article L.221-28 of the Consumer Code.
The Card is issued by the Partner, whose property it remains, at the request of the Customer, to the address indicated by him. It is up to the Customer to deliver the Card to the User. REGATE and/or its Partner may refuse to issue the Card to a User designated by the Account Holder. In this case, he informs the Customer of the reasons for his decision at the request of the latter, unless prohibited by applicable regulations.
The Customer gives each User, through a power of attorney, the power to issue Card payment orders on the card account. It is specified that a User may only have one Card.
The Customer undertakes to fund the payment account and the card account (s), so that the User can dispose of the funds, according to the terms agreed between the Customer and the User, at the latest before the Partner authorizes the Card payment order.
The Card is intended for professional purposes and allows payment transactions for professional purposes, such as the payment of expenses made on behalf of the Customer. The User undertakes to use the Card or its number exclusively within the framework of the payment card network whose brand is affixed to the Card and to comply with the rules relating to each of the marks affixed to the Card.
The User, as soon as he becomes aware of a theft or loss of his data, must request the blocking of his Card as soon as possible. Declarations of fraudulent use of the Card or loss or theft of the mobile phone must be made by email support@regate.io. They must be confirmed by registered letter with acknowledgement of receipt addressed to Customer Service. The User is informed that any false declaration is subject to sanctions provided for by law.
The opposition request is taken into account immediately by REGATE, which communicates it as soon as possible to its Partner in order to proceed with the blocking of the bank card. REGATE cannot be held responsible for the consequences of an opposition that does not come from the User. The opposition request is deemed to have been made on the date of actual receipt of the request by the Partner or any person authorized by him for this purpose. In the event of theft or fraudulent use, REGATE and/or its Partner are entitled to request a receipt or a copy of the complaint from the User, who undertakes to respond to it as soon as possible.
REGATE and/or its Partner may block the use of the Card on its own initiative for reasons relating to its security, in the event of presumption of unauthorized or fraudulent use, as well as in the event of a significantly increased risk of the User being unable to fulfill his payment obligation. This decision is motivated and notified to the User by any means.
REGATE has only a reasonable obligation towards the User and the Customer for all of its obligations under this article.
REGATE cannot be held responsible in the event of loss and/or theft, or fraudulent use of DesCartes. No refund, exchange or compensation is due in these cases for amounts fraudulently used before the request to oppose the Card.
In particular, the User remains solely responsible for the use that may be made of his Card by a third party who has accessed it with the User's authentication elements. The direct or indirect consequences resulting from a lack of notification or late notification in the event of loss or theft of authentication elements will be the exclusive responsibility of the User.
The specific fees charged by the Partner to REGATE as a result of the use of the Card by the Customer will be recharged to him.
The list of the specific costs involved is indicated below:
REGATE guarantees the compliance of the Solution Modules with the Documentation as long as the Modules are used in accordance with this Documentation and all the technical requirements [and] the limits of use indicated in the Purchase Order relating to the Modules and Service Level subscribed have been respected.
These Modules are provided “as is” and REGATE provides no warranty other than those provided for herein, in particular no guarantee of uninterrupted or error-free or error-free operation, or of the suitability of the Modules or the Solution for any particular need or use of the Customer. The Customer will alone assess the relevance of the data and information derived directly or indirectly from the Modules or the Solution in relation to its activity and will be solely responsible for any decisions taken on this basis.
In terms of support services, REGATE undertakes to take into account Anomalies that would affect the Modules in order to remedy them.
The correction of the Anomalies is the subject of a patch or an update.
As part of the monitoring services, REGATE undertakes to revise and improve the Modules, to provide the Customer with updates and, if necessary, to update the documentation associated with the Services. On the other hand, Evolutionary Maintenance does not include the provision of new functionalities of the Modules, or of the new Modules; however, the Customer may at any time subscribe, as part of a Purchase Order, to these new features.
The following are also excluded from the benefits covered by this article:
These services will automatically be subject to additional billing.
The Customer undertakes to alert REGATE of any malfunction that may affect all or part of the Solution so that REGATE can remedy it as soon as possible.
Depending on the type of Incident, the correction made may in particular take the form of:
Insofar as the intervention has remained unsuccessful, REGATE undertakes to intervene as soon as possible.
Starting from the notification of the malfunction by the Customer, by email or telephone, REGATE will make its best efforts to analyze the nature and origin of the Anomaly and to intervene at the latest within the indicative deadlines defined below.
The correction made may in particular take the form of:
The provisions relating to guarantees and maintenance support for the Payment Module are indicated in the attached Payment Terms and Conditions: https://www.regate.io/mentions/cgu-paiement, provided by Treezor, Fintecture or Xpollens, it being specified that the Customer will forward any complaints to the Payment Module to REGATE, which will forward them to Treezor, Fintecture or Xpollens.
The Customer has consciously chosen the Solution, taking into account the technical and functional characteristics specified in the Documentation. He undertakes to do his best to implement the technical requirements as indicated by REGATE. It is recalled that the Parties will cooperate in good faith throughout the duration of the Contract and will provide each other with information useful for understanding or carrying out their own obligations. The Customer will be responsible for ensuring that all its Users comply with the conditions and Limits of use of each Module applicable according to his profile and the Level of Service to which he subscribes.
The Customer acknowledges that for the implementation of certain Modules, in particular the Payment Module, he may be required to send to REGATE up-to-date information concerning him, in order to meet regulatory requirements. The Customer undertakes to provide this information at first request, the failure to provide it may force REGATE to suspend or permanently end the service concerning the Module concerned, by simple registered letter with notice of receipt and without compensation due to the Customer.
The Customer acknowledges and accepts that abusive use of the Services, in particular with regard to REGATE's maintenance obligations, may be considered as a lack of compliance with its obligations of good faith and loyalty by the Customer and may therefore lead to an early termination at the initiative of REGATE on the basis of contractual failure.
The Customer is responsible for a specific fee calculated according to the Plan and the optional Modules chosen.
Prices are detailed in the Purchase Orders.
The Customer has the option of modifying his Plan or subscribing Modules by contacting REGATE. If applicable, the Subscription will be updated by REGATE and this update will be notified to the Customer. An updated invoice will be sent to the Customer starting from the month following the notification of a subscription change sent by REGATE.
The Customer is solely responsible for paying the Fee and for paying any taxes and/or taxes related to the execution of the Contract.
Invoices are issued electronically and will be paid by automatic debit, upon receipt of the invoice.
The fees for setting up the Services (“Onboarding”) will be invoiced upon signature of the Contract by REGATE and paid by automatic debit via Gocardless, our payment provider whose general conditions are available at the following link: https://gocardless.com/fr-fr/legal/.
The first SEPA charge for the subscription to the Service, notified in the order confirmation, will be made closer to the following two dates: the date of Start-up or one month from the signing of the Purchase Order, unless otherwise specified in the Purchase Order.
The Services will be invoiced monthly, upon presentation of an established invoice:
Payment will be made by direct debit via Gocardless.
When subscribing to the Services, the Customer must therefore send the payment provider a duly completed SEPA debit mandate as well as a bank identity statement (RIB). This mandate is characterized by a “Unique Mandate Reference” (RUM).
The Customer undertakes to provide accurate and complete banking information when concluding a subscription by automatic debit and signing a mandate.
In the event of changes to this information, it is up to the Customer to update it by connecting to his Account or, failing that, to contact REGATE to inform him.
Any revocation of the SEPA direct debit mandate will result in the termination of the Contract.
In the event of failure to pay an invoice and without the need to notify the Customer in advance: Late penalties will automatically be applicable to any invoice that is unpaid when due. The interest rate for these penalties will be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation (or any other rate that may succeed it) increased by 10 percentage points (10%) (as published on the European Central Bank's website http://www.ecb.int); A a lump-sum compensation of 40 euros for recovery costs will also be payable, in addition to late payments. In addition, and without prejudice to the above, REGATE also reserves the right, at its sole discretion and without notice, to suspend access to the Solution or to all or part of the Services until the corresponding invoices have been paid and will also be authorized to terminate this Agreement, ipso jure, without notice or formality. judicial authority, without prejudice to the right to recover the amounts due and any damages and interests.
Any complaint about invoices must be sent in writing to REGATE at the following email address: facture@regate.io, by the Customer within thirty (30) calendar days following the date of receipt of the invoice concerned. Under no circumstances may the Customer suspend or postpone the payment of invoices even in the event of a dispute over the Services.
Prices may be revised unilaterally and at any time by REGATE.
In this case, REGATE will send the Customer the new rates applicable to the Contract no later than 2 months before the entry into force of the new price list. In the event of refusal by the Customer of its new rates, the Customer will be free to terminate the Contract by respecting the 2-month notice period indicated in article 4.2.2 above. Unless the said Agreement is terminated under these conditions, the Customer will be deemed to have accepted the revision of the rates and the Order Form will be renewed with the new rates.
The prices of the Services will be revised annually on January 1 of each year by applying the following indexation formula:
Prices will be invoiced at the beginning of the revision period based on the latest known indices. Additional billing will be established as soon as the indices in question are published and subsequent billing will be adjusted accordingly.
As an exception, annual indexation will not be applicable if the Contract is subscribed less than 6 (SIX) months before December 31 of the current calendar year. If applicable, the first indexation will be calculated and applied at the end of the first full calendar year following the subscription date.
The Solution and each of the elements that compose it, including, but not limited to, the software, structures, infrastructures, databases and content of any kind (texts, images, visuals, logos, brands, etc.) operated by REGATE are protected by all intellectual property rights in force, which the Customer acknowledges.
REGATE holds all intellectual property rights relating to the Solution.
The license to use, granted under the Agreement and for its duration, allows the Customer to reproduce, permanently or temporarily, the Modules, for the purpose of loading, displaying, executing, transmitting or storing the Modules in accordance with the object of this Agreement and as described in the Annexes.
This license relating to the Modules subscribed is a personal, non-exclusive, non-transferable, non-transferable right limited to Users.
The Customer has the right to access each Subscribed Module, for his own, internal needs only. Under no circumstances may the Customer use the Modules to meet the needs of third parties or as part of office services.
The Customer undertakes to make, and to compel the Users to make, a use of the Modules in accordance with this Agreement, the Limits of the Purchase Order, the Documentation, the recommendations of REGATE and the Payment Partner's conditions for the Payment Module.
Apart from and without prejudice to the rights granted in this article above, the Customer is not authorized hereunder to:
REGATE guarantees the Customer a peaceful enjoyment of the Solution, by his own doing.
REGATE guarantees (i) to be the owner of all intellectual property rights on the Solution, and in particular, of all the graphic, sound, textual, software elements, including the underlying technology, or of any other nature, composing the Solution, subject to any modules that would benefit from an “Open Source” license or (ii) have the right to make the Platform and the Solution accessible to the Customer.
As such, REGATE guarantees that it has all the intellectual property rights allowing it to conclude this Agreement and that, as such, it guarantees that the Services provided in execution of this Contract do not infringe the rights of third parties and do not constitute an infringement of a pre-existing work.
REGATE guarantees the Customer against any infringement action that may be brought against him by any natural or legal person exercising an intellectual property right relating to the Services.
As such, REGATE undertakes to defend the Customer at its own expense against any action for infringement of copyright or other intellectual property rights brought by a third party, and relating to the Solution, provided that it has been notified immediately in writing by the Customer and that the alleged violation does not result from the Customer.
REGATE therefore agrees, at its own expense, to defend the Customer (and to bear all legal fees within reasonable limits) against (or at REGATE's option, to settle by means of a transaction) any action taken by a third party against the Customer according to which all or part of the Solution or any deliverable provided by REGATE as part of Purchase Orders, used in accordance with REGATE's instructions, would infringe an intellectual property right or other proprietary right (an “IP Action”), to provided that the Customer:
If all or part of the Solution is recognized by a final court decision to constitute a forgery or if REGATE considers that it is likely that the Solution, in whole or in part, is considered to be counterfeit, REGATE may, at its option, either provide the Customer with non-infringing software with the same functionalities, or obtain the right for the Customer to continue to use and operate these Modules, or reimburse the Customer for the price received under this Agreement.
All data uploaded by the Customer or on his behalf on the Platform (brands, logos, copyrights, Personal Data, Customer Data, etc.) and the related Customer Databases are the entire and exclusive property of the Customer. The Customer is solely responsible for the quality, legality, accuracy and relevance of the data and content that it transmits as part of the Services. The Customer grants REGATE a right to use, reproduce, store and modify the related Customer Data and Databases for the sole purpose of fulfilling its obligations under the Contract. The Customer guarantees REGATE that it holds total ownership of the data and the related Customer Databases and that it can freely grant REGATE the above rights of use to REGATE without any third party authorization or prior formality being required. The Customer undertakes to indemnify REGATE for any costs, losses or damages that it may incur and which would result from a claim filed by a third party against REGATE based on all or part of the data or the related Customer Databases.
Users and Customers undertake to use the Solution Platform in compliance with the conditions of these General Terms and Conditions.
In particular, Users and Customers refrain from any misuse of the Platform and the Solution.
More particularly, Users and Customers refrain from using the Services that would be contrary to any applicable legislation. In this respect, Users and Customers are prohibited from publishing Content that is offensive, defamatory, slanderous, racist, xenophobic, contrary to morality and good morals, infringing, violating public order or the rights of third parties, likely to harm the rights, reputation and image of REGATE and more generally, including the content would violate the law and/or regulations, in particular criminal regulations.
Users and Customers acknowledge and accept that they assume full responsibility for any publication. Under no circumstances can REGATE be held liable in this respect.
Each User and each Customer also undertakes:
The User and the Customer are also solely responsible for all information transmitted and for updating it. Consequently, the Company cannot be held responsible for the content of the information transmitted, disseminated or collected, for their use and updating, as well as for any files, for any purpose whatsoever. As such, the User undertakes to keep accurate information and to rectify it if necessary through his personal space.
Users and Customers are solely responsible for their use of the Solution. REGATE cannot be held liable for a malfunction of the Service resulting from an incorrect use of the Service by the User. In addition, Users guarantee REGATE against any action by third parties or other Users who claim that their rights have been infringed. Likewise, in the event of lack of effective use of the Platform and Services, the Customer or the User could not request any discount and/or refund from REGATE.
By using the Platform, the User and the Customer agree, within the applicable legal and regulatory limits, to indemnify REGATE or any subsidiary that would suffer harm as a result of the User's failure to comply with all claims raised by third parties as a result of a violation of their rights by the user in relation to the uploaded or generated content. created by this User.
The User or the Customer would, where appropriate, bear the costs of any legal proceedings in which Regate or one of its subsidiaries is involved in connection with these claims, including costs and lawyer's fees, without prejudice to the damages and interest that Regate or the subsidiary in question may seek to repair the loans. injuries that she personally suffered.
In the event that a request is presented by a third party, the User or the Customer must make available to REGATE or the subsidiary concerned, as soon as possible, all the information useful for its defense and for the understanding of the third party's claim.
We are concerned about the protection of personal data that is entrusted to us. We are committed to ensuring the highest level of protection of your personal data in accordance with the RGPD 'General Data Protection Regulation' Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the Data Protection Act No. 2018-493 of 20 June 2018, enacted on 21 June 2018, which amended the Data Protection Act of 6 January 1978. For any information on the protection of your personal data, you can refer to our policy: https://www.regate.io/mentions/politique-de-confidentialite.
Each Party is responsible for the consequences of its faults that caused direct, certain and foreseeable damage to the other Party.
REGATE may in no way be held liable for indirect damages suffered by the Customer that may occur as a result of or during the execution of this Contract and its consequences. Indirect damages include, without this list being exhaustive, loss of profits or profits, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Customer, notwithstanding the fact that REGATE would have been notified of the possibility of their occurrence.
In addition, REGATE cannot be held responsible for the damage suffered by the Customer in the event of:
In the event of force majeure, as defined by law and interpreted by the French courts, the obligations of the prevented Party will be suspended and its liability cannot be incurred as a result. The Parties agree that disturbances in electricity and/or internet networks will in particular be considered as cases of force majeure. The Party noticing the event must without delay inform the other Party of its inability to fulfill its obligations. The suspension of obligations or the delay can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages and interest or late penalities.Notwithstanding the above, the payment obligation cannot be affected by a case of force majeure.
The Customer acknowledges that REGATE's infrastructures and in particular the Platform may be subject to controls by supervisory authorities, administrative or judicial control authorities, requiring the Customer, where appropriate, to justify certain payments, in particular in the context of anti-money laundering regulations.
The Customer undertakes to collaborate with REGATE and to respond to the requests requested. Likewise, in the event of control exercised with respect to the Customer, where applicable on the Platform operated by Regate, relating to Customer Data, REGATE undertakes to collaborate closely and provide the Controllers with access to the required Customer information, subject to full information from the Customer.
Under this Agreement, each Party undertakes to comply with a general obligation of confidentiality with respect to information obtained from the other Party.
All documents and information of any nature whatsoever (commercial, technical, financial, structural, etc.) emanating from a Party, and to which the other Party will have access during the execution of the Contract, will be considered by it to be strictly confidential (the “Confidential Information”). The Parties are therefore prohibited from communicating to anyone, directly or indirectly, all or part of Confidential Information of any kind, which has been communicated to them by the Other Party or of which they have become aware during the execution of the present provisions.
The confidentiality obligation will remain in effect five (5) years after the termination of this Agreement for any reason whatsoever.
Information and/or documents are not considered confidential:
The Contract is subject to French law.
In the event of a dispute relating to the conclusion, interpretation, execution or termination of these and the Purchase Orders, the Parties agree to meet in order to attempt to find an amicable agreement within fifteen (15) calendar days from the receipt of a registered letter with a request for a notice of receipt notified by one of the Parties. If at the end of this period, the Parties were unable to reach an agreement, the dispute would be submitted to the competent courts in Paris.
By express derogation from the provisions of article 2224 of the Civil Code, the Parties agree that the action that could be brought on the basis of a breach of the obligations of a Party will be time-barred after a period of one year from the date on which the other Party knew or should have known the facts allowing it to exercise it.
The Customer expressly authorizes REGATE to (i) use the Customer's names/logos/brands, in strict compliance with its graphic charter, as a commercial reference (in particular a list of REGATE Customer references and public announcements on REGATE's professional social networks), (ii) carry out a public Customer Case of the “Customer Success Story” type composed of articles, slides, of videos that will be published in the press, on the Internet and during REGATE events, (iii) potentially participate in external events (tea meeting, breakfast, conferences...) with REGATE, (iv) responding to requests and taking references from REGATE prospects, (v) communicating about the choice of REGATE by the Customer as soon as they are signed. This authorization from the Customer is a substantial and decisive condition of REGATE's consent to contract with the Customer under the financial conditions set out herein.
If any of the provisions hereof is to be declared void or unenforceable, it will be amended in order to obtain its validity or will be deemed unwritten but will not result in the nullity or invalidity of these or its other stipulations. The Parties undertake to make their best efforts to replace any expired or void clause by a new clause that comes as close as possible to the original intention of the Parties.
The fact that REGATE does not at any given time take advantage of all or part of the provisions hereof and/or tolerates a breach by the Customer of any of its obligations referred to herein cannot be interpreted as any form of renunciation by REGATE to subsequently rely on one of the above-mentioned stipulations.
The rights and obligations arising hereunder are not transferable or transferable by the Customer, whether partially or in full, without the express and written consent of REGATE, which may accept or refuse this assignment or transfer. Any change of control within the Customer will also be covered by this stipulation. REGATE reserves the right to assign or transfer the Contract to a third party of its choice who will be bound by all of the terms hereof. In the event of the transfer of this content in accordance with this paragraph, the Customer acknowledges that REGATE will be validly released.
The subcontractor may use another subcontractor (hereinafter, “the subsequent subcontractor”) to conduct specific processing activities. In this case, it informs the data controller in advance and in writing of any planned changes concerning the addition or replacement of other subcontractors. This information should clearly indicate the subcontracted processing activities, the identity and contact details of the subcontractor. The data controller has a maximum period of thirty (30) days from the date of receipt of this information to present objections. This subcontracting can only be carried out if the data controller has not objected within the agreed period.
Nothing contained herein shall create or be deemed to create a partnership, joint venture, association, or principal-to-employee, or employer-to-employee relationship between the Parties.
These determine the sanctions applicable in the event of failure by the Parties to comply with their obligations and each of them waives any forced enforcement action in kind or to have the obligations borne by the other Party performed itself.
The Customer undertakes not to hire, have them hired, or have them work, directly or indirectly, without the prior written agreement of REGATE, any of REGATE's employees throughout the duration hereof and one (1) year after the termination of the contractual relationships defined herein.
In the event of a violation of the provisions of this article, the Customer is required to pay REGATE a lump sum equal to twenty-four (24) months of gross monthly remuneration of the person in question.
The Agreement may be signed manually or electronically through the service www.getaccept.com, this electronic signature having the same value as their handwritten signature and giving it a certain date, via the Getaccept software whose general conditions are available at the following link: https://www.getaccept.com/fr/conditions-generales.
It is recalled that pursuant to article 6.4 of these general conditions of service, the Customer may request the non-renewal of the Contract 3 months before the expiry date of the Contract by sending an email to Aregate at the following address: resiliation@regate.io.
This agreement may end early at the initiative of one Party if the other does not comply with one of the contractual obligations defined in the Contract.
Early termination will take place one month after receipt of the notification by registered mail with acknowledgement of receipt by the defaulting party; the letter must express the intention to apply this termination clause.
If the fault that justifies the termination of the Contract constitutes a serious offence, compromising the objective of the agreement and making it impossible to pursue it, the Customer may be deprived of notice.
This agreement may also be terminated early in the event of liquidation or judicial receivership by one of the Parties under legal and regulatory conditions and, where applicable, in compliance with public order provisions.
The general conditions of Service (“General Conditions for the provision of services in SAAS mode”) apply to the services provided by Regate SAS to Customers who order the service or whose name appears on the order form. Please read these terms of service carefully. By subscribing to our services, you declare that you have read and accepted the latest version of this contract without reservation. The services are for professional use only and for persons over the age of 18.
Capitalized terms used in this document and in the Annexes have the meanings given in Annex I.
The purpose of this Agreement is to set the conditions under which REGATE (i) provides access to its Platform hosting the Solution whose Modules desired by the Customer have been the subject of an Order Form and (ii) provides the Customer with the Services described herein and subscribed to in the corresponding Order Forms.
The provisions hereof will apply to each Purchase Order and form an integral part of it. It is expressly recalled that for the Payment Module, the applicable conditions are those of S-Money, REGATE's partner and payment service provider; REGATE is then an S-Money agent, registered with the ACPR in the Regafi Register. The conditions related to this service will be sent and signed at the time of joining the payment module.
Contractual Documents consist of the following documents:
These General Terms and Conditions take effect from the effective date of the purchase order.
Unless otherwise specified on the Purchase Orders, each of them will take effect from the date of signature by the last of the two Parties.
These General Terms and Conditions are concluded for an indefinite period and may be terminated by either Party at any time, by notification of a registered letter with acknowledgement of receipt, subject to three (3) months' notice. It is specified that the provisions hereof will remain in force to govern the execution of the current Purchase Orders and will in any event end upon the expiration of the Purchase Orders. No new Order Form may be subscribed from the period following notification of termination, unless otherwise agreed by the Parties.
Each Purchase Order takes effect from the effective date provided for in 4.1.2 above and remains in force for a minimum period of one year, starting from the date of entry into force, renewable for successive periods of the same duration, unless denounced by registered letter with notice of receipt, sent to the other Party with a notice of 3 months preceding the anniversary date.
In the event of fraudulent behavior and/or non-compliance by the Customer with the conditions of use of the Platform, REGATE may, before any possible implementation of a termination procedure in accordance with article 4.4 below, decide to suspend all or part of the Services, if the Customer persists after 5 days from the warning given to him by REGATE by email, not to comply with these obligations or to not remedy the breach.
In the event of a serious or repeated breach by either Party of one or more of its contractual obligations which is not remedied (if the breach is repairable) within thirty (30) calendar days, starting from the sending of a registered letter, this Agreement may be terminated, ipso jure, by the Party not at fault by sending a letter sent to the other Party by registered letter with notice. of receipt, the cancellation taking effect 5 working days after the receipt of the said registered letter with notice of receipt. In particular, failure to comply with the confidentiality and intellectual property rights commitments of the Solution and the provisions relating to the management of personal data are considered to be breaches giving rise to the right to termination.
The Parties agree that the Order Form may be composed of several Services and several Modules depending on the Customer's choices. Purchase Orders may be automatically terminated in the event that one of the Parties breaches its obligations relating to said Purchase Order and does not remedy it within thirty calendar days, starting from the sending of an LRAR. In particular, breaches specific to Purchase Orders that may result in termination are considered:
If the above-mentioned breach has not ceased or, where possible, has been corrected or repaired, within thirty (30) days from the notification made by email to the offending Party, the Purchase Order may be terminated, ipso jure, by the other Party by sending a letter addressed to the offending party by registered letter with notice of receipt, the termination taking effect 5 working days after receipt of the said registered letter with notice of receipt.
In the event of termination, each Party undertakes to destroy the Confidential Information received under the Contract. In addition, REGATE undertakes to archive and not to make any use of the Customer Data processed under the Contract. The Customer Data existing in the Platform on the day of termination will remain accessible to the Customer upon request for the three months following the termination and will then be archived and stored for the sole purpose of proof in the event of control by an administrative or judicial authority, litigation or the Customer's needs, for a period of 5 years before being destroyed. It is recalled that prior to the date of termination, and at the latest within three months from the effective date of termination of this Agreement, the Customer is responsible for retrieving all Customer Data hosted there through the Platform. Furthermore, in the event of termination of this Agreement or of a Purchase Order, the Customer undertakes, immediately and without further formality, to (i) pay REGATE the invoices remaining due until the effective end of the Purchase Order (s) concerned and (ii) cease all use of the Solution whose accessibility conditions will cease.
Before the production date of the various Modules, fixed in the Purchase Order, the Customer must either carry out the necessary configuration services himself or entrust the production of these services to REGATE in accordance with the provisions of the Purchase Order. The provision by REGATE of these Services will require the prior transmission by the Customer of the necessary data as required by REGATE. These services are deemed to be completed when the Customer first uses the Modules in real operation, after REGATE has notified the Customer of the end of the service if these services have been entrusted to REGATE; the use in actual operation of a Module that is equivalent to receipt.
If the Customer has expressly requested it in his Order Form, he will benefit from Training Services to optimize the use of the Solution. The conditions of the training depend on each Module to which the training focuses. The details are specified in the corresponding Order Form.
To access the Solution, the Customer will be provided by REGATE with Administrator Codes allowing it to provide access to Users. Access to the Service is controlled by the Customer, via the “settings” section, thanks to which the Customer alone determines the eligibility of each User's rights and authorizations. The maximum number of Users, depending on the Modules and the Level of Service subscribed, is fixed in the relevant Order Form. It is the Customer's responsibility to provide training to Users prior to using the Solution, remembering that if desired, the Customer may ask REGATE, as part of the provision of services, to provide training to Users. The Customer acknowledges that all Users are solely responsible for their Personal and Confidential Access Codes. Under no circumstances can REGATE be held liable in the event of use of the Solution by a third party using a User's Access Codes. In the event that the Customer is aware that an unauthorized person would have access to the Solution, following a loss, theft or abusive use of a User's Access Code, the Customer must, via its administrator code, modify the Access Code concerned using the procedure provided by REGATE.
From the date indicated in the relevant Order Form, the Customer has a right to access the subscribed Modules; this right is a personal, non-exclusive, non-transferable, non-transferable right limited to Users. The Customer has the right to access each Subscribed Module, for his own internal needs only. Under no circumstances may the Customer use the Modules to meet the needs of third parties or as part of office services. The Customer undertakes to make, and to compel the Users to make, a use of the Modules in accordance with this Agreement, with the Limits of the Purchase Order, with the Documentation, with the recommendations of REGATE and with the Payment Partner's conditions for the Payment Module.
In particular, it is forbidden to:
The Customer undertakes to alert REGATE of any malfunction that may affect all or part of the Solution so that REGATE can remedy it as soon as possible.
Throughout the duration of these present REGATE will make its best efforts to guarantee a monthly availability rate of the Solution of 99.5% [with the exception of unavailability due to a case of force majeure, an Internet network problem, a problem in the Customer's network, or even scheduled maintenance operations for which REGATE will endeavor to notify the Customer with a minimum of three days' notice.
The Customer has access through the Platform, via his account, to all his Customer Data (whether invoices, fees or others) that have been integrated into it during the current year and the previous calendar year. However, all previous Customer Data will no longer be accessible through the Platform.
The implementation of certain Modules, in particular the Payment Module, may require checks prior to their provision by REGATE or its Partners, to take into account regulatory provisions, which the Customer accepts. REGATE cannot be held responsible if its Partner, in particular for the Payment Module, refuses to provide access to its Module after the above checks.
REGATE guarantees the conformity of the Solution Modules with the Documentation provided that the Modules are used in accordance with this Documentation and that [all the technical requirements and] the Terms of Use indicated in the Order Form relating to the Modules and Service Level purchased have been complied with. These Modules are provided “as is” and REGATE does not provide any warranty other than those provided for herein, in particular no guarantee of uninterrupted or free operation. error or Anomaly, the suitability of the Modules or of the Solution to any particular need or use of the Customer. The Customer will alone assess the relevance of the data and information derived directly or indirectly from the Modules or the Solution in relation to its activity and will be solely responsible for any decisions taken on this basis.
REGATE provides the Customer, depending on the Service Levels subscribed, with Chat and Telephone Support necessary to understand and resolve Anomalies.. Under no circumstances can this Support be used to solve problems related to the Internet connection, equipment or computer configuration of the Customer or Users that are under their responsibility.
In the event of Anomalies affecting the operation of a Module in relation to the Documentation, the Customer will notify REGATE by opening an incident ticket on the Platform portal or by sending a message by email to the support service and REGATE will make its best efforts to correct it or, by default, to provide a workaround solution, as soon as possible.
The Customer automatically benefits from any updates made by REGATE on the subscribed Modules. On the other hand, Evolutionary Maintenance does not include the provision of new functionalities of the Modules, or of the new Modules; however, the Customer may, at any time, subscribe to these new features as part of an Order Form.
The provisions relating to guarantees and maintenance support for the Payment Module are indicated in Appendix 2 and provided by S-Money, it being specified that the Customer will report any complaints to the Payment Module to REGATE which will forward them to S-Money.
REGATE undertakes to designate a person who will be the sole point of contact for the Customer for the duration of this Contract and of the Order Form (s). This contact person is responsible for monitoring and resolving all incidents reported by the Customer that may occur during their execution. Likewise, the Customer undertakes to designate a contact person with whom REGATE can discuss this Contract and the Purchase Order (s).
The Customer has consciously chosen the Solution, taking into account the technical and functional characteristics specified in the Documentation. He undertakes to do his business with the implementation of the technical prerequisites as indicated by REGATE. It is recalled that the Parties will cooperate in good faith throughout the duration of the Contract and will provide each other with information useful to understand or perform their own obligations. The Customer will be responsible for ensuring that all its Users comply with the conditions and Limits of use of each Module applicable according to his profile and the Level of Service to which he subscribes.
The Customer acknowledges that for the implementation of certain Modules, in particular the Payment Module, he may be required to transmit up-to-date information concerning him to REGATE, in order to meet regulatory requirements. The Customer undertakes to provide this information at first request, the failure to provide it may force REGATE to suspend or definitively end the service concerning the Module concerned, by simple registered letter with notice of receipt and without compensation due to the Customer.
The Customer is responsible for a specific fee calculated according to the Modules chosen and the Service Levels subscribed. The prices are detailed in its Purchase Orders. The Customer is solely responsible for paying the Fee and for paying any taxes and/or taxes related to the execution of the Contract. Invoices are issued electronically and must be paid, by bank transfer, upon receipt of the invoice. Prices may be revised annually. In this case, REGATE sends the Customer at the latest 4 months before the anniversary date of its Purchase Order the new rates applicable for the following contractual year. In the event of refusal by the Customer of his new rates, the Customer will be free not to renew his Order Form and to end it by respecting the three-month notice period indicated in article 4.2.2 above. Unless the Purchase Order is cancelled under these conditions, the Customer will be deemed to have accepted the revision of the prices and the Order Form will be renewed with the new rates.
In the event of non-payment of an invoice and without the need to notify the Customer in advance: Late penalties will automatically be applicable to any unpaid invoice when due. The interest rate of these penalties will be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation (or any other rate that may succeed it) increased by 10 percentage points (10%) (as published on the European Central Bank's website http://www.ecb.int); A lump-sum compensation of 40 euros for recovery costs will also be payable, in addition to late payments. In addition, and without prejudice to the above, REGATE also reserves the right, at its sole discretion and without prior notice, to suspend access to the Solution or to all or part of the Services until the corresponding invoices have been paid.
Any complaint about invoices must be sent in writing to REGATE by the Customer within thirty (30) calendar days following the date of receipt of the invoice concerned. The Customer may under no circumstances suspend or postpone the payment of invoices even in the event of a dispute about the Services.
REGATE guarantees (i) to be the owner of all intellectual property rights on the Solution, and in particular, all the graphic, audio, textual, software elements, including the underlying technology, or of any other nature, comprising the Solution, subject to any modules that would benefit from an “Open Source” license or (ii) to have the right to make the Platform and the Solution accessible to the Client.REGATE grants the Customer a right personal, non-exclusive, non-transferable and non-transferable use of the Solution , for the duration of this Agreement and for the entire world. The Customer thus undertakes not to infringe REGATE's intellectual property rights and, as such, is prohibited from reproducing, representing, translating, modifying or disseminating, even partially, any element protected by an intellectual property right, without prior express authorization. This Agreement does not give the Customer any ownership rights over the Solution and cannot be considered as an assignment within the meaning of the Intellectual Property Code. Any reproduction of an element of the Solution by the Customer, without express and prior authorization from REGATE, constitutes an act of infringement liable to criminal and civil proceedings. REGATE agrees, at its own expense, to defend the Customer (and to bear all reasonable attorneys' fees) against (or at REGATE's option, to settle by means of a transaction) any action taken by a third party against the Customer that all or part of the Solution [or any deliverable provided by REGATE as part of Purchase Orders], used in accordance with REGATE's instructions, would infringe an intellectual property right or other property right (an “IP Action”), provided that the Customer: (a) informs REGATE without delay and in writing of such IP Action; (b) leaves REGATE with the control and direction of the research, preparation, defense and settlement of the IP Action, and (c) fully assists and cooperates in the defense of such IP Action. Following notification of an IP Action or any facts that may give rise to such an IP Action, REGATE may, at its sole discretion and choice, (a) obtain for the Customer the right to continue using the Solution, (b) replace the Module (s) [or deliverables] concerned or (c) modify the Module [or deliverable] concerned so that it is no longer infringing. If REGATE considers that it is not commercially reasonable to implement one of these alternatives, it may automatically and automatically terminate the Purchase Order relating to the subject of the dispute. REGATE will under no circumstances assume obligations under this article or responsibilities in respect of an action or claim if the IP Action is caused by or results from: (a) the modification of a Module [or a delivery]. [able] by someone other than REGATE while the IP Action would have been avoided using the version provided by REGATE, (b) the continuation by the Customer of an alleged infringing activity after being informed of it or after receiving changes that would have prevented the alleged infringement, (c) the modification by REGATE of the Module in accordance with the Customer's requests, and if such modification is the cause of the infringement or (d) the use of a version other than the most recent version of the Module when the complaint or action could have been avoided using the latest version.
All data uploaded by the Customer or on his behalf on the Platform (brands, logos, copyrights, Personal Data, Customer Data, etc.) and the related Customer Databases are the entire and exclusive property of the Customer. The Customer is solely responsible for the quality, legality, accuracy and relevance of the data and content that it transmits as part of the Services. The Customer grants REGATE a right to use, reproduce, store and modify the data and the related Customer Databases for the sole purpose of fulfilling its obligations under the Contract and/or any Purchase Order. The Customer guarantees REGATE that it holds total ownership of the data and the related Customer Databases and that it can freely grant REGATE the abovementioned rights of use to REGATE without any prior authorization from a third party or formality being necessary. The Customer undertakes to indemnify REGATE for any costs, losses or damages that it may incur and which would result from a claim filed by a third party against REGATE based on all or part of the related Customer Data or Databases.
Each Party may provide access to Personal Data concerning its personnel and, more generally, any person, whether employed or not, participating in its activity (corporate officers, interns, temporary workers, consultants, etc.), to the other Party for the purposes of the Contract (billing, management of the commercial relationship, etc.). The Party receiving this Personal Data will act as the corresponding Data Controller and will comply with its obligations under the Data Regulations. In this context, each Party is responsible for providing on behalf of the other Party to its personnel concerned any information relating to the Processing implemented by this other Party in connection with the Contract.
Each Party is responsible for the consequences of its faults that have caused direct, certain and foreseeable damage to the other Party. In all cases except those of personal injury, fraud or gross negligence, the Customer's right to global compensation, per contractual year, as a result of REGATE's proven liability under these terms and the Purchase Orders, is strictly limited to the amounts actually received by REGATE solely under the Purchase Order concerned and for the only contractual year during which the damage occurred, regardless of the legal basis of the complaint and the procedure used to make it successful.
In addition, REGATE cannot be held responsible for the damage suffered by the Customer in the event of:
The Customer acknowledges and accepts that REGATE has concluded the Agreement on the basis of the above limitations of liability, which fairly distribute the risk between REGATE and the customer.REGATE cannot, in addition, be held liable for damage suffered by the Customer in the event of:
The Customer acknowledges and accepts that S-Money is solely responsible for the operation and guarantees relating to the Payment Module, according to the legal conditions referred to in Annex 2.
In the event of force majeure, as defined by law and interpreted by the French courts, the obligations of the prevented Party will be suspended and its liability cannot be incurred as a result. The Parties agree that disturbances in electricity and/or Internet networks will in particular be considered as cases of force majeure. The Party noting the event must immediately inform the other Party of its inability to fulfill its obligations. The suspension of obligations or delay can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or late penalties. Notwithstanding the above, the payment obligation cannot be impacted by a case of force majeure.
The Customer acknowledges that REGATE's infrastructures and in particular the Platform may be subject to controls by supervisory authorities, administrative or judicial supervisory authorities, if necessary, requiring the Customer to justify certain payments, in particular in the framework of anti-money laundering regulations. The Customer undertakes to collaborate with REGATE and to respond to the requests requested. In the same way, in the event of control exercised over the Customer, where applicable on the Platform operated by REGATE, relating to Customer Data, REGATE undertakes to collaborate closely and give the controllers access to the required Customer information, subject to full information from the Customer.
Under these terms, each Party undertakes to comply with a general obligation of confidentiality with respect to information obtained from the other Party. All documents and information of any nature whatsoever (commercial, technical, financial, structural, etc.) emanating from a Party, and to which the other Party will have access during the execution of the Contract, will be considered by it to be strictly confidential (the “Confidential Information”). The Parties are therefore prohibited from communicating to anyone, directly or indirectly, all or part of Confidential Information of any kind, which has been communicated to them by the other Party or of which they will have become aware during the execution of these terms. The confidentiality obligation will remain in force five (5) years after the termination of this Agreement for any reason whatsoever.
Information and/or documents are not considered confidential:
The Contract is subject to French law. In the event of a dispute relating to the conclusion, interpretation, execution or termination of these and the Purchase Orders, the Parties agree to meet in order to attempt to find an amicable agreement within fifteen (15) calendar days from the receipt of a registered letter with a request for acknowledgement of receipt notified by one of the Parties. If at the end of this period, the Parties were unable to reach an agreement, the dispute would be submitted to the competent courts in Paris.
By express derogation from the provisions of article 2224 of the Civil Code, the Parties agree that an action that could be brought on the basis of a breach of the obligations of a Party will be time-barred after a period of one year from the date on which the other Party knew or should have known the facts allowing it to exercise it.
the Customer expressly authorizes REGATE to (i) use the Customer's names/logos/brands, in strict compliance with its graphic charter, for commercial reference (in particular a list of REGATE Customer references and public announcements on REGATE's professional social networks), (ii) carry out a public Customer Case such as a “Customer Success Story” composed of articles, slides, videos that will be published in the press, on the Internet and during REGATE events ATE, (iii) potentially participate in external events (testimony, breakfast, conferences...) with REGATE, (iv) respond to requests and take references from REGATE prospects, (v) communicate about the Customer's choice of REGATE as soon as they are signed. This authorization from the Customer is a substantial and decisive condition of REGATE's consent to contract with the Customer under the financial conditions set out herein.
If any of the provisions hereof should be declared void or unenforceable, it will be amended to obtain its validity or will be deemed unwritten but will not result in the invalidity or invalidity of these or its other provisions. The Parties undertake to make their best efforts to replace any expired or void clause by a new clause that comes as close as possible to the original intention of the Parties.
The fact that REGATE does not take advantage of all or part of the provisions hereof at any given time and/or tolerates a breach by the Customer of any of its obligations referred to herein cannot be interpreted as any form of waiver by REGATE to subsequently take advantage of one of the above-mentioned stipulations.
The rights and obligations arising hereunder are not transferable or transferable by the Customer, whether partially or in full, without the express and written consent of REGATE, which may accept or refuse such assignment or transfer. Any change of control within the Customer will also be covered by this stipulation. REGATE reserves the right to assign or transfer the contract to a third party of its choice who will be bound by all of the terms hereof. In the event of transfer of these terms and conditions in accordance with this paragraph, the Customer acknowledges that REGATE will be validly released from them.
The subcontractor may use another subcontractor (hereinafter, “the subsequent subcontractor”) to carry out specific processing activities. In this case, it informs the data controller in advance and in writing of any planned changes concerning the addition or replacement of other subcontractors. This information should clearly indicate the outsourced processing activities, the identity and contact details of the subcontractor. The data controller has a maximum of thirty (30) days from the date of receipt of this information to present objections. This subcontracting can only be carried out if the data controller has not objected within the agreed period.
Nothing contained herein shall create or be deemed to create a partnership, joint venture, association, or principal-to-employee, or employer-employee relationship between the Parties.
These provisions determine the sanctions applicable in the event of failure by the Parties to comply with their obligations and each of them waives any enforcement action in kind or to have the obligations borne by the other Party performed itself.
The Customer undertakes not to hire, have them hired, or have them work, directly or indirectly, without the prior written consent of REGATE, any of REGATE's employees for the duration of these terms and one (1) year later from the termination of the contractual relationships defined hereunder. In the event of violation of the provisions of this article, the Customer is required to pay REGATE a lump sum equal to twenty-four (24) months of monthly remuneration. Brute of the person in question
Refers to the person named by the Customer in the Order Form, who is by default the Customer's main contact point. It centralizes communication between the Customer and REGATE for the operational aspects of the Service.
Reproduces any malfunction or non-conformity of a Module with respect to the Documentation while the Module is used in accordance with its Documentation (excluding anomalies resulting from an action by the Customer).
Refers to any Anomaly that causes a Module to stop or be completely unavailable.
Refers to any Anomaly that causes the complete stopping or unavailability of an essential function of a Module.
Refers to any Anomaly that has no significant impact on the use of a Module.
Refers to the document specifying the Modules chosen by the Customer and the associated Services and all the conditions useful for the proper execution of the order.
Means, together, the unique username and password allowing access to the Solution by the Customer or the User.
Payment account associated with an IBAN opened in the Payment Partner's accounts on behalf of the Customer
Refers to the documentation relating to each Module, available online or on physical media and describing the characteristics, functionalities and Limits of use of each Module. The Documentation serves as a reference for determining the compliance of a Module.
Refers to any data in digital format from the Customer processed by the Solution. These can be invoices, fees, for example
Has the meaning given to it in article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Refers to the European Economic Area comprising, at the date of the Contract, the European Union, Norway, Iceland and Liechtenstein.
Usage restrictions applicable to each Module and depending on the Customer Profile and the Service Level subscribed by the Customer. Depending on the Modules, these Usage Limits may relate to the number of Users, the number of invoices, the number of entities, etc...
Refers to the corrective maintenance, and assistance/support service whose amount is included in the fee.
Refers to the date from which each Module is accessible online for the benefit of the Customer's Users.
On the date of signature of the Contract, refers to the Supplier Invoices Module, the Payment Module and the Expense Reports Module and any new Module that may be offered by REGATE in the future as part of this Agreement. Each Module is a component of the Solution.
Refers to the module for receiving, reading, accounting and obtaining the voucher to pay supplier invoices.
Refers to the module for paying supplier invoices on the Platform with .regate's Payment Partner, S-Money, on the date of signature hereof. This Module is subject to the S-Money legal conditions set out in Appendix 2.
Refers to the module for submitting and validating expense reports for Customer employees.
Service level category provided by REGATE. The content of the services varies according to the Level subscribed, as indicated in the Order Form.
Banking partner, payment module provider
Refers to any natural person (customer, employee, service provider, supplier, etc.) whose Personal Data may be processed under the Contract.
Means the infrastructure (hardware and software) of REGATE that integrates the Solution accessible by the Customer in SaaS mode.
Purpose of the provision by REGATE of what is due to the Customer under the Purchase Orders, namely access to the Modules and Services ordered.
Type of Customer, benefiting from distinct Services as a result of its Profile.
TO BE DEFINED
TO BE DEFINED
Refers to the sum owed by the Customer to REGATE in return for the right to benefit from the Solution. The Fee depends on each Module composing the Solution and the Level of Service subscribed by the Customer. It is billable and payable under the conditions set out in the relevant Order Form.
Refers to the regulations applicable to the use of Personal Data, resulting from Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and the free movement of such data (the “RGPD”) and from Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms as well as any regulations intended to supplement or replace it. All terms that are not defined in this Agreement but are defined or referred to in the GDPR are deemed to have the meaning given to them in the GDPR.
Refers to the services provided by REGATE and relating to the Solution. Platform Hosting and Solution Maintenance Services are included in the Fee specific to each Module, depending on the Service Level subscribed.
Configuration, training, or other Services are the subject of an Order Form and are subject to additional billing than the Modules.
Refers to the computer program installed on the Platform, composed of one or more Modules.
The composition of the Solution chosen by the Customer is detailed in the Order Form.
Support available, regardless of the Service Level subscribed by the Customer, through the Platform's service desk portal, open from Monday to Friday from 9 a.m. to 6 p.m.
Support available at the number provided from Monday to Friday from 9 a.m. to 6 p.m., depending on the Level of Service subscribed by the Customer.
Has the meaning given to it in article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Means the act of transferring or providing access to Personal Data, including by simple provision, from the territory of a country in the EEA to a country outside the EEA.
Refers to the natural person authorized by the Customer to benefit from access to all or part of the Solution for the internal needs of the Customer's business. A user may be an employee, agent, consultant acting on behalf of the Customer, as well as, where appropriate, a third-party consultant, accountant or chartered accountant or any third party authority in the context of an audit, for example.
The Data Protection Agreement (hereinafter”APD”) aims to regulate the use of the personal data of the Customer, who acts as data controller (hereinafter the”Customer”), by Regate, which acts as a subcontractor (hereinafter the”Subcontractor”) under the contract (hereinafter the”contract”).
The APD is an integral part of the Contract signed between the Customer and the Subcontractor. In the event of a contradiction between the Contract and the ODA, the obligations set out in the ODA prevail with respect to the applicable data protection rules.
All data protection terms used in APD (e.g. data controller, subcontractor, etc.) are defined in article 4 of the General Data Protection Regulation (“RGPD”).
The Subcontractor declares to comply with all applicable data protection rules, which include the RGPD and the Data Protection Act. The Subcontractor declares to present all the sufficient guarantees to meet the requirements of the applicable data protection rules and, in particular, to ensure confidentiality And the Customer data protection.
The Subcontractor declares that all of its employees who are required to process the Customer's personal data are hired by a confidentiality clause or by any other legal act (e.g.: rules of good conduct, information systems charter, etc.) to guarantee the confidentiality of the Customer's personal data.
The Subcontractor reports regularly train and raise awareness its employees on the applicable data protection rules.
The Subcontractor undertakes to use the Customer's personal data only on documented instructions of the latter. The Customer undertakes to inform the Subcontractor of all modifying instructions that could be carried out regarding the use of their personal data.
The Subcontractor must notify the Customer, as soon as possible, if the latter's documented instructions constitute a violation of the applicable data protection rules.
The Subcontractor provides its service as is, in compliance with i) conformity of the service by design and ii) of the default service compliance.
The Subcontractor provides a service accompanied by all the functionalities allowing the Customer to comply with its obligations as a data controller.
As a result, the subcontractor is not never responsible for the use of the service that does not comply with the applicable data protection rules by the Customer.
The Subcontractor undertakes to guarantee the security the Customer's personal data and to implement all technical measures and Organizational necessary to prevent any risk of a data breach.
The Subcontractor undertakes to notify to the Customer, in the best time and, within 72 business hours, after becoming aware of it, all violation data that may concern the Customer's personal data.
The Subcontractor undertakes to provide the Customer, in accordance with the provisions of article 28 of the RGPD, with all the information necessary for the processing of the data breach by the Customer.
In the event of a data breach, the Subcontractor undertakes to take all necessary measures to Remedy and lessen the impact of the breach on the Customer's personal data. Except with the express, prior and written consent of the Customer, the Subcontractor is not allowed to handle data breach notifications from the French supervisory authority, the CNIL. Likewise, the Subcontractor is not, in principle, authorized to inform on behalf of the Customer the persons concerned by the treatments carried out under the Contract.
The Subcontractor shall communicate to the Customer, upon written request, all the necessary information and required On the technical and organizational security measures to be implemented within the framework of the Contract to guarantee the security of his personal data.
The Subcontractor shall communicate to the Customer, upon written request, all the necessary and required information to ensure the realization of a impact assessment (“AIPD”) in direct connection with the service provided.
However, the Subcontractor is not required to ensure or audit the security of the Customer or to carry out impact analyses (“AIPD”) instead of and on behalf of the Customer. Any request complementary to the provision of information may be refused and, possibly, a fee-based additional service.
The Subcontractor shall communicate to the Customer, upon written request, all the necessary and required information so that the Customer can fulfill his obligation to comply with requests of the persons concerned.
The Subcontractor executes, at the written request of the Customer, the technical actions to be undertaken so that the Customer can fulfill his obligation to comply with the requests of the persons concerned.
On the other hand, the Subcontractor is not required to manage the rights requests of persons in place of and on behalf of the Customer. Any additional request aimed at ensuring such management may be refused and, possibly, a fee-based additional service.
In general, the Customer accepts that the Subcontractor recruits Subsequent subcontractors as part of the execution of the Contract, provided that the Customer is informed of any changes concerning these subsequent Subcontractors that occur during the execution of the Contract.
The Customer may issue objections by registered letter with acknowledgement of receipt (i) if the subsequent Subcontractor is one of its contestants, ii) if the customer and the subsequent Subcontractor are in a situation of pre-litigation Or of litigation, and (iii) if the subsequent Subcontractor was the subject of a conviction by a data protection supervisory authority in the year of its recruitment by the Subcontractor. Each of these situations must be Demonstrated.
In the event that the objection is admissible, the Subcontractor has a period of 6 months from the receipt of the objection to change the Subcontractor or to ensure compliance with the GDPR by that Subcontractor.
Otherwise, the Customer has the option of terminating the Contract subject to notice of six (6) months, without the Customer being able to request compensation of any kind. In all cases, the Subcontractor undertakes to recruit only subsequent Subcontractors who present the necessary and sufficient guarantees to ensure the security and confidentiality of the Customer's data.
In this respect, the Subcontractor undertakes (i) to regularly check its subsequent Subcontractors and (ii) to ensure that the contract concluded with the Subcontractor used as part of the service contains similar obligations to those provided for in ODA.
In any event, the Subcontractor remains responsible for the actions of the subsequent Subcontractor under the Contract.
The Customer informs the Subcontractor, in writing and as soon as possible, of his choice (option 1) to return the personal data to him and then delete them as well as all existing copies or, (option 2) to directly delete the personal data as well as all existing copies, or (option 3) to transfer the personal data to a new provider and then delete them as well as all existing copies. Unless otherwise provided in the Contract, option 3 must be the subject of a quotation from the Subcontractor.
In the absence of information by the Customer of his choice, the Subcontractor reserves the right to directly delete the data as well as all copies (option 2) .The deletion of the data is irreversible. The Customer is therefore invited to recover his data before stopping the service. In the event of deletion of the Customer's data by the Subcontractor, the Customer remains solely responsible for the disappearance of the data and for any consequences that may occur.
The Subcontractor certifies to the Customer, upon written request, that the personal data and all existing copies have been effectively deleted.
The Customer has the right to conduct an audit in the form of a written questionnaire once a year to verify compliance with this Agreement. The questionnaire has the force of a solemn undertaking that binds the subcontractor. The questionnaire may be communicated in any form to the Subcontractor, who undertakes to respond to it within a maximum of two months from its receipt.
The Customer also has the right to carry out an on-site audit, at its own expense, once a year only in the event of a data breach or a breach of the applicable data protection rules and of this Agreement, in particular established by the written questionnaire.
An on-site audit may be conducted either by the Customer or by an independent third party designated by the Customer and must be notified in writing to the Subcontractor at least thirty (30) days before the audit is carried out. The Subcontractor has the right to refuse the choice of the independent third party if the latter is i) a competitor or ii) in pre-litigation or litigation with it. In this case, the Customer undertakes to choose a new independent third party to carry out the audit.
The subcontractor can refuse access to certain areas for reasons of confidentiality or security. In this case, the Subcontractor carries out the audit in these areas at its own expense and communicates the results to the Customer.
In the event of a discrepancy noted during the audit, the Subcontractor undertakes to implement, speedily, the measures necessary to comply with this Agreement.
The Subcontractor undertakes to do what is necessary to not to transfer the Customer's personal data outside the European Union or not to recruit a subsequent subcontractor located outside the European Union.
However, in the event that such transfers prove necessary under the Contract, the Subcontractor undertakes to implement all the mechanisms required to supervise these transfers, such as, in particular, concluding binding corporate rules (“BCR”) or standard data protection clauses (“CCT”) adopted by the European Commission.
When this concerns the treatments implemented under the Contract, the Subcontractor undertakes to provide, on request, all the information necessary for the Customer so that he can cooperate with thecompetent supervisory authority.
The Customer and the Subcontractor each designate a interlocutor who is in charge of this ODA and who is the addressee of the various notifications and communications to be made under ODA.
The Subcontractor informs the Customer that he has appointed Dipeeo as Data Protection Officer who can be contacted at the following coordinates:
email: privacy@regate.io
Postal address: Société Dipeeo SAS, 104 Avenue de la Résistance, 93100 Montreuil
Telephone number: 09 86 23 21 29
The Customer reserves the right to modify this Agreement in the event of changes in the applicable data protection rules that would have the effect of modifying any of its provisions.
Notwithstanding anything to the contrary in the Agreement, this Agreement is subject to French law. Any dispute relating to the execution of this Agreement is under the exclusive jurisdiction of the courts under the jurisdiction of the Court of Appeal of the Subcontractor's place of residence.
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