CGV

Gratuit
Without commitment

‍

General conditions of use and sale

PREAMBLE

The company ALPHALYR, registered in the Paris Trade and Companies Register under number 799 351 879 (hereinafter “the Publisher”), has developed a Decision Suite (hereinafter the “Solution”), composed of various software solutions:

  • a module for optimizing online media spending (Marketing Studio)
  • an Analytics data reliability module (Data Quality Studio/Data Consulting)

ARTICLE 1 — PURPOSE

The purpose of this document is to define the terms and conditions under which the Publisher provides to the “Customer”, as defined in the order form or the quotation:

  • a right of access to the Solution;
  • a personal and non-exclusive right to use the Solution;
  • the hosting of the Solution.

ARTICLE 2 — CONTRACTUAL DOCUMENTS

2.1 It is expressly agreed between the Publisher and the Customer that the following documents constitute the entirety of the documents having contractual value between the parties with respect to the Solution, according to the following decreasing hierarchy:

  1. the order form, if applicable (hereinafter the “Order Form”);
  2. this document and any appendices (hereinafter the “General Conditions”);
  3. the document presenting the functionalities offered by the Solution (hereinafter the “Presentation”), which was given to the Customer prior to the signing of these terms and conditions.

In the event of a contradiction, among these four documents, between a provision of one of the abovementioned documents and that of a document that precedes it in the hierarchy, the provisions of the latter document will prevail.

The documents referred to in this section 2.1 are hereinafter referred to collectively as the “Contract”.

2.2 The Customer acknowledges and accepts that they have been fully informed that the Solution consists of a main module and two complementary modules, which can be activated when the Contract is signed, or subsequently upon simple written acceptance by the Customer (by email in particular).

ARTICLE 3 — NATURE OF BENEFITS

3.1 DESCRIPTION OF THE SOLUTION

3.1.1 The Solution is mainly of the “SaaS” type (), i.e. in the form of a software application accessible remotely, via the Internet, or a push notification system, in particular by e-mail. The subscription includes unlimited access to the analyses generated by the Solution, including all the reports defined and configured during the designing And of Set-up customer.

3.1.2 At the date of entry into force of the Contract, the Solution offers the functionalities described in the Presentation. The Customer's access to the various functionalities of the Solution depends on the type of subscription taken out. The Publisher alone will have the capacity to develop new functionalities as well as to improve existing functionalities, without the Customer being able to require the Publisher, in execution of the Contract, to implement such functionalities or improvements, or even developments specifically requested by the Customer.

3.2 ACCESS TO THE SOLUTION

3.2.1 The Publisher sends the contact details of the solution to the Customer if he has subscribed to an offer including access to a platform.

3.2.2 Any identifiers are intended to protect the integrity, availability and confidentiality of the data processed by the Solution. Consequently, the Customer acknowledges and accepts that the customer identifier is personal, confidential and non-transferable, and that the Customer is solely responsible for its custody, as well as for the consequences of its communication to its employees as well as to third parties.

In the same way, the Customer acknowledges that he is solely responsible for the confidentiality of the notifications sent to him by the solution electronically, in particular by email.

3.2.3 The Customer acknowledges and expressly accepts that the Publisher uses one or more third party (s) (hereinafter “the Host”) for the hosting of the Solution. The Customer acknowledges and accepts that the Solution and/or the hosting server may require interventions from the Publisher or the Host requiring the temporary interruption of access to the Solution in order to correct any malfunctions (corrective maintenance) and/or to implement improvements or new functionalities of the above elements (evolutionary maintenance). If necessary, the Publisher undertakes to make its best efforts to reduce the duration of each interruption.

ARTICLE 4 — QUALITY OF SERVICE

4.1 DATA PRIVACY AND SECURITY

4.1.1 The Publisher takes all appropriate measures to ensure the security and confidentiality of the data processed. In general, the Company undertakes to implement any technical means, in accordance with the state of the art, to maintain the integrity, security and confidentiality of Customer data.

4.1.2 The Publisher undertakes to keep strictly confidential and not to disclose or communicate to third parties the information that will be transmitted to it or to which it will have access during the execution of this Contract. The Publisher undertakes to communicate this information only to members of its staff and its subcontractors called upon to take note of it and to use it.

4.2 DATA PROCESSING AND SECURITY

4.2.1 The Publisher may, via the complementary modules, be required to process personal data on behalf of the Customer, as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable from April 25, 2016, applicable as of May 25, 2018. Where applicable, these treatments and their methods of execution are defined in an Appendix to these General Terms and Conditions, sent to the Customer on request.

4.2.2 The Customer declares to have been informed and expressly accept that the Publisher may process his data for research, statistical, or decision-making purposes, it being specified, however, that the implementation of such processing by cannot be an exception to the confidentiality provided for in article 4.1.

ARTICLE 5 — INTELLECTUAL PROPERTY

5.1 Subject to compliance with the Contract by the Customer, the Publisher grants him, on a non-exclusive basis and for the duration of the Contract, the right to load, display and execute the Solution for the sole purposes of its use by the User in accordance with the terms and conditions defined in article 3.

The entry into force of the Contract does not result in any transfer of ownership rights of any kind whatsoever in the Solution to the Customer.

5.2 The software elements, texts, photos, images, images, graphics and sounds, and all other existing or future elements and contained in the Solution are the property of the Publisher or its co-contractors.

Article 5.1 sets out limitatively the rights granted to the Customer on the Solution, so that the Customer is in particular not authorized to perform or attempt to perform the following actions:

  • reproduce all or part of the Solution in any form and for any purpose other than those provided for in article 5.1;
  • distribute the Solution in any form and for any purpose whatsoever, in particular by sale, loan, rental, or donation;
  • consent to any assignment, sublicense, or other form of total or partial transfer of the rights granted to the Solution;
  • arrange, adapt, translate or otherwise modify the Solution, including to correct any errors, without the express and prior agreement of the Publisher;
  • reverse engineer, decompile, disassemble all or part of the Solution;
  • alter, neutralize, or delete any technical device limiting the use of the Solution or the mentions of copyright, trade names, logos, brands or other intellectual property privileges or distinctive signs of the Publisher and/or its co-contractors in or on the Solution.

ARTICLE 6 — RESPONSIBILITIES

6.1 The Customer is solely responsible for the choice of the Solution, for the use made of it as well as for the use that it will make of the analyses and results, and expressly accepts that no obligation on the part of the Publisher can be considered as an enhanced result or means.

The Publisher cannot be held responsible to the Customer for direct or indirect damages arising from the impossibility of using the Solution.

In the event that the responsibility of the Publisher is recognized by a court decision passed into force of res judicata or under the terms of an enforceable transaction protocol, the compensation due by the Publisher will be limited, regardless of the nature and the legal basis invoked against him, to the price paid by the Customer in execution of the Contract during the twelve (12) months preceding the recognition of the Publisher's liability.

6.2 The client is responsible for appointing a project manager with the capacity to decide. It will centralize the monitoring of needs and the follow-up of requests on behalf of the client.

The customer is responsible for involving stakeholders who have the capacity to decide during the configuration definition workshop. Any revision after the workshop will be invoiced.

For each request for information or data from the Publisher to the Customer, unless planned by mutual agreement, the Customer has a period of 7 calendar days to transmit them. Any delay in the provision of this information or data by the customer within the time provided for in the schedule or, failing that, within 7 calendar days will make the schedule null and void and will be subject to rescheduling, with no impact on licenses. Likewise, upon delivery of each deliverable, the customer will have a period of 7 calendar days to transmit any reservations. Delivery will be deemed to have been made with these reservations on the 7th day and will trigger the next phase.

ARTICLE 7 — DURATION OF THE CONTRACT

7.1 INITIAL DURATION, RENEWAL

The Contract is concluded as of its entry into force, for a fixed period of twenty-four (24) consecutive months, without the possible suspension of access to the Solution extending this period, and will be renewed tacitly for a period of twelve (12) months, at the rate then in force, at the rate then in force, unless terminated by registered letter with acknowledgement of receipt under two months' notice before the end of the current subscription period.

7.2 END OF CONTRACT EFFECTS

The Customer acknowledges and accepts that the term of the Contract, regardless of the cause, terminates the rights granted to him on the Solution, so that he no longer has the ability to access and use it.

Consequently, the Customer acknowledges and expressly accepts that he will no longer have access to the results, in any form whatsoever, produced by the Solution, including for the period prior to the occurrence of the term of the Contract, no service for the return of these being provided by the Publisher.

The Customer also renounces the request for the return of the data processed, and recognizes that their volume and the multiplicity of their sources make such a retrieval extremely complex to carry out, and in any event out of proportion to the price paid to the Publisher.

ARTICLE 8 — FINANCIAL CONDITIONS

8.1 Access and use of the Solution are granted by the Publisher to the Customer in return for the payment of a subscription whose amount and terms of payment vary according to the offer chosen by the Customer as well as the monthly traffic on its website (Unique Visitors), and are specified in the Order Form. The price is exclusive of taxes.

8.2 In the event of significant changes in the parameters and structure of the Google Analytics account, the Publisher reserves the right to change the license amount. In this case the customer will be informed by any written means and he will have one month to cancel the license.

8.3 At the end of the commitment period, the Publisher reserves the right to reassess the license amount in the event of an increase in traffic (Monthly Unique Visitors).

8.4 The price corresponding to the first year of subscription is due as soon as the Contract is signed, and payable upon delivery of the technical architecture. Each subsequent annuity is payable in due term, on the anniversary of the signing of the Contract.

8.5 In the event of late payment by the due date, penalties in an amount equal to 10.75% of the amount of unpaid invoices will be automatically due. In the event of non-payment, after sending the Customer a formal notice that has remained unsuccessful for a period of 15 days from its first presentation, the subscription will be suspended immediately and automatically, until the account is settled, without prejudice to any compensation to which the Publisher may claim.

ARTICLE 9 — PROCESSING OF PERSONAL DATA OF EMPLOYEES AND COLLABORATORS OF THE CUSTOMER

9.1 TREATMENTS AND PURPOSES

In order to guarantee access to the Solution and the quality of the service, the Publisher has the following personal information:

  • name and surname,
  • email address, phone number,
  • position held.

Persons concerned: employees and collaborators of the Customer.

Data processing consists of:

  • setting up customer databases, consulting and sending emails,
  • the establishment of a database of users of the Solution and the analysis of user connection data.

It is specified that these data are processed for the sole purposes of:

  • creating access to the Solution and notifications,
  • where applicable, the identification of the users of the platform so that they can access the platform,
  • the sending of commercial communications (commercial offer from the Publisher and its subsidiaries for the Customer, communications relating to the evolution of its offer),
  • the transmission of organizational information as part of the Contract (billing, customer satisfaction survey, communications relating to the Publisher's missions for the Customer).
  • the development of statistics relating to the use of the Solution.

9.2 COMMITMENTS

9.2.1 The Publisher undertakes not to sell, transfer, rent, or market to a third party the personal data defined in article 9.1. These are only used by employees and possibly subcontractors of the Publisher and its subsidiaries for the sole purposes defined in article 9.1.

9.2.2 The Publisher undertakes, in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018, to implement an internal policy for the protection of personal data.

9.3 CUSTOMER RIGHTS

In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018, the Customer has the right to access, rectify, oppose or delete personal data concerning its employees and collaborators, which it can exercise by sending an email to the Data Protection Officer.

Data Protection Officer:

ARTICLE 10 — MISCELLANEOUS PROVISIONS

10.1 The parties expressly agree that written communications that must take place between them in execution of the Contract may be made by email, with the exception, however, of communications expressly requiring the issuance of an acknowledgement of receipt.

10.2 If a provision of the Contract is declared illegal, void, unenforceable, or unenforceable, in whole or in part, the provision in question will be amended in order to make it legal, valid and applicable, taking into account the initial economy of the Contract. All other provisions of the Contract will not be affected.

10.3 The Contract is subject to French law. Without prejudice to the possibility of each party to refer the matter to the interim relief judge, the parties will endeavour to resolve amicably any dispute that may arise between them, in direct or indirect connection with the Contract.

In the absence of an amicable agreement within a period of one (1) month from the occurrence of the dispute, it may then be submitted by the most diligent Party, to the competent courts of Paris, notwithstanding multiple defendants or warranty claims.