VESUV is the trade name of SAS VESUV, through which the offer subject to these General Terms and Conditions of Sale is distributed

Introduction

These General Terms and Conditions of Sale (hereinafter referred to as " GTC ") organize the contract concluded between the VESUV company (hereinafter referred to as the "Publisher") and the client (hereinafter referred to as the "Client" or "Clients") regarding the implementation for the benefit of the Client of the Services and Products offered by VESUV.

The GTC come into effect on the date of signing the contract, apply to the Services and Products, and may be supplemented by Specific Conditions (hereinafter referred to as "SC") in particular to govern any links between the Publisher and the Client.

The Client certifies by their acceptance that they have read the GTC and any SC of the subscribed Services and Products, understood their scope, and consequently is aware of their contractual commitments towards the Publisher. 

Article 1 - Definition

Client: any professional – natural person capable in the sense of articles 1123 and following of the Civil Code, or legal person, who subscribes and uses the Services and Products of VESUV.

Contract: Agreement specific to each Service negotiated between the Client and the Publisher, consisting of the GTC, the SC, and any Conditions of Use of the Services and Products defined on the site designated by VESUV, also supplemented by their possible appendices and amendments, to the exclusion of any other document that may be unilaterally issued by the Client after the formation of the contract.

Services and Products: Through the VESUV product, the Publisher makes available to Clients:

• A "form editor" type interface allowing the publication and administration by Clients of various procedures,

• An interface allowing the execution of previously defined procedures on all or part of client references,

• A set of dashboards allowing the client to exploit the data resulting from quality reports.

• A user account management service 

• A support and technical maintenance service for the client's pages.

All of these Services and Products are hereinafter referred to as the "Client Space".

The conditions for granting Clients the Services and Products are subject to changes to be agreed upon by the parties. In this case, the Client will be informed of the new conditions and their effective dates according to the procedures specified in Article 4.1.

To the Services and Products covered by these GTC, specific Services and Products may be added. These services will then be subject to a specific contract between the Publisher and the Client.

Account: Client's account allowing them to benefit from the Services and Products subscribed with VESUV.

Content: All elements constituting the information present on the Client Space, notably business elements, texts, images, videos.

Article 2 – Properties associated with the client space

Article 2.1 - Intellectual property of VESUV

The VESUV application constitutes a work of the mind protected by the provisions of the Intellectual Property Code and applicable International Regulations. VESUV remains the holder of the Intellectual Property Rights pertaining to all elements and works related to a Client account, excluding the data constituting the documentary content of which the Client holds or has acquired rights from third parties.

The Client may not in any way reuse, transfer, or exploit for their own account all or part of the elements or works of the application. In particular, the platform for editing forms that allows each Client to define the entire set of control items of a form is concerned.

Consequently, the Publisher grants the Client, on a non-exclusive basis, a license to use the Services and Products for the duration of the Contract and subject to the respect of the payment conditions for these Services and Products.

No one is authorized to reproduce, exploit, redistribute, sell, transfer, or use in any way, even partially, the elements of the VESUV application, whether software, visual, or sound, without the express authorization of the Publisher. 

The Publisher may, if deemed necessary, modify or replace an element with another equivalent within the framework of the execution of the Services and Products granted to Clients.

Article 2.2 - Intellectual property of the Client

The Client may integrate content into VESUV, notably texts, images, modules, elements of graphic charter, logos (hereinafter referred to as "Content") in standard electronic formats.

The Client providing content to VESUV must hold the intellectual property rights, image rights, and use of this Content. The Client must also have the right to reproduce or have VESUV reproduce this content with the aim of integrating it into the Services and Products covered by the contract.

The Client is fully responsible for ensuring that the content complies with applicable laws and regulations, public order, good morals, the rules set out by the Professional Advertising Regulatory Authority, and, where appropriate, the ethical rules of their profession.

The Publisher cannot in any case be held responsible for any breach of these obligations.

 Article 3 - Obligations and Responsibilities related to the application

Article 3.1 - Obligations and Responsibilities of the Client

The Client is responsible for the quality and veracity of the Content they publish for the implementation and use of the Services and Products. By quality, we mean the notions of compliance with rules related to:

• regulation,

• ethics,

• the veracity of the information communicated,

• the respect of the confidentiality of personal data,

• the possible use of software,

• copyright,

this enumeration is not exhaustive.

The Client is also responsible:

• for the use of the Services and Products in any manner,

• for the claims of their customers regarding their rights and obligations as defined in Article 3.1. In this regard, the Client guarantees the Publisher against any claims (including legal fees) arising from a third party and made against VESUV.

• for the management of their confidential access codes to the back office modules.

Unless otherwise provided, the Client may not in any way transfer, assign, or subcontract all or part of their rights or obligations under the Contract to third parties or another entity of their group without the express consent of the Publisher.

 In order to preserve its image, the Publisher reserves the right to delete all or part of the content if it does not comply with the quality rules defined above in Article 3.1.

  Article 3.2 - Obligations and Responsibilities of the Publisher

The Publisher will carry out the Services and Products subject to the contract in compliance with the agreed service commitments. By mutual agreement, the parties agree that VESUV is subject to an obligation of means. In this regard, the Publisher undertakes to implement the necessary means to carry out its actions and to inform Clients of any potential difficulties.

The Publisher cannot be held responsible, in any way, for the consequences:

• of force majeure as defined in Article 5.2 and/or events beyond their control or outside of their direct control,

• of material, immaterial damages, following the Service Provision, except in cases where the Client establishes a causal link between the claimed harm and a fault of the Publisher,

• of fraudulent use or theft of identifiers allowing the Client to proceed with updates of delegated Content,

• of interruptions inherent to the hosting of the Client Space,

• of the termination of the Contract,

• of the suspension of the Contract according to the provisions of the contract,

• of contamination by possible viruses of the Client's computer equipment or data,

• of risks of hacking, diversion, or loss of information, data or Content,

• of errors present in the Content possibly integrated by VESUV,

• of indirect damages suffered by the Client, including  financial, commercial damages, orders, increased overheads, consequences of third-party recourse, or loss arising from or resulting from the Contract, even if the Client had been previously warned, as well as damages caused to individuals or property distinct from the object of the Contract.

 VESUV will archive the purchase orders and invoices on a reliable and durable support constituting a faithful copy in accordance with the provisions of Article 1348 of the Civil Code. The computerized records of VESUV will be considered by the parties as proof of communications, orders, payments, and transactions that took place between the parties.

 The civil liability of the Publisher can only be engaged in cases of acts performed by the Publisher or its collaborators, in the context of the execution of the Contract, and only in cases where a causal link between the alleged harm and a grave fault of VESUV is established.

 In any case, the liability of the Publisher, if it were to be engaged, would be limited to 1 (one) year of Fees (as defined in Article 4.1) paid for the Services and Products subject to the contract concerning the Client. 

Article 4 - Financial Conditions

Article 4.1: Pricing and invoicing

The Services and Products corresponding to a subscription benefit from the following conditions. Subscription package (calendar basis), paid monthly or annually (hereinafter referred to as "Fees").

 Unless otherwise specified, the payment of the Fees by the Client is carried out by direct debit on bank card or SEPA mandate in compliance with the periodicity selected by the Client. It should be noted that in the case of annual payment, no refund will be made in case of termination, for any reason, during the year.

 The rates are those in effect on the date of subscription. Prices are exclusive of taxes. The Publisher reserves the right to modify its prices or its offer of Services and Products at any time. If the new VAT rate is not favorable to the Client, the Client will be informed of the new conditions and has a period of one (1) month to terminate their Contract by registered letter A.R. Termination will take effect under the conditions stipulated in Article 5.2.

 In the event that the Publisher or one of its partners is led to offer a creation or support service, this will be subject to specific invoicing. The detailed terms pertaining to this service are, if necessary, specified by email or by issuing a quote to the Client.

 It is agreed that the payment of the services carried out by the Publisher or one of its partners is made by the Client in euros if the Contract is domiciled in a country of the euro zone (Economic and Monetary Union) or in dollars (USA) if the contract is domiciled outside the euro zone.

 Payment may be made directly by the Client or by any other natural or legal person designated by the Client.

 Article 4.2: Application of eventual taxes

In order to take into account the different legislations in force regarding any taxes, payment will be made:

• excluding taxes if the client is billed outside the euro zone or in the euro zone by indicating a valid intra-community VAT number,

• by including the VAT rates and taxes in force in France, if the client is billed in France or in the euro zone without specifying a valid intra-community VAT number.

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Article 4.3 Default of payment by the Client

The default of partial or total payment of an installment will trigger the immediate due of all sums owed regarding the Fees and the collection of a flat fee of 60€ for administrative management costs. An invoice corresponding to the balance due regarding the Fees and flat fees will be issued by the Publisher. In the absence of regularization within 30 calendar days, the Client is informed that their access will be closed, and the sums due will remain payable.

The default of payment within 30 days calculated from the date of issuing the invoice will lead to the collection of an additional flat fee of 150€ for administrative management costs. Furthermore, a late fee corresponding to three times the legal interest rate in effect on the payment due date as indicated in the annual schedule or on the invoice will be calculated. This fee will be calculated pro rata temporis for the entire duration of the detected delay. Any bank rejection fees of the Client's payment charged to the Publisher according to the provisions of decree n° 2007-1611 of November 15, 2007 will be recharged to the Client. These provisions are without prejudice to the damages that the Publisher may claim or the legal costs incurred. 

Article 5 - Duration and termination conditions of subscription services

Article 5.1 - Duration and effect of the contract

The contract is subscribed for a monthly or annual duration with tacit renewal.

The subscriptions are due and deducted for the coming month or year, on the anniversary date of subscription

The contract is effective within a maximum period of 10 days from the actual payment of the sums due.

Article 5.2 - Conditions for the termination of subscription services

Termination by the Client

The client can terminate their subscription at any time once the first month of subscription has been invoiced.

They must inform VESUV by registered letter A.R. of their choice while respecting a notice period of one (1) month.

During this period, the Client must normally settle the amounts due.

Termination will occur depending on the effective date originally set forth in the contract.

Termination by the Publisher of the Client’s contract

The Publisher reserves the right to terminate a Client’s subscription with a one-month notice in the event of non-payment of one or more installments; without notice, in the event of a violation by the Client of applicable laws and regulations, good morals or the ethical rules of their profession.

The termination of the Contract automatically results in the suspension and cessation of the Services and Products subscribed by the Client from the Publisher as well as the collection of sums due as specified in Article 4.2.

Termination related to modifications of subscription services

The Publisher reserves the right to modify its prices or its offer of Services and Products at any time. In this case, the Client will be informed of the new conditions if the VAT rate is less favorable to them, and has a period of one (1) month to terminate their Contract by registered letter A.R. Termination will take effect under the conditions stipulated in Article 5.2.

Force majeure

Events independent of the will of the parties preventing the normal execution of the Contract are considered as force majeure. Cases of force majeure suspend the execution of the Services and Products contracts and beyond two (2) months of suspension render the contract null and void. Accordingly, in this case, the Client is not required to pay the remaining balance regarding the annual fee or any potential costs.

Article 6 – Technical provisions related to the Site

Article 6.1 - Hosting

Unless otherwise specified, the Client acknowledges that the Services and Products are hosted by a technical provider chosen by the Publisher as part of a service contract negotiated by them for the benefit of Clients. 

The objective is to provide a service that ensures the best accessibility rate. The host ensures the continuity of their service 24 hours a day, every day of the year. However, they reserve the possibility to interrupt the hosting service for the shortest possible durations, notably for maintenance, improvement of their infrastructure, failures of their infrastructure, or if the Services and Products generate what is considered abnormal traffic.

The Publisher commits, as far as possible, to notify Clients in advance of scheduled interruptions of which they are aware.

The Publisher and the host cannot be held responsible in case of dysfunction of the Internet network, telephone lines or computer and telephony equipment, particularly due to network congestion preventing access to the VESUV server or the Services and Products.

Article 6.2 - Technical equipment

The use by the Client of the Services and Products implies that they have or equip themselves with the following equipment:

• Computer equipment allowing for the use of one or more Internet browsers

• Internet connection using usual standards and the main market browsers (Microsoft Internet Explorer, Google Chrome, Safari, Firefox). The Publisher does not guarantee the proper functioning of the Services and Products on older versions of these browsers, which are no longer supported by their respective publishers.

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Article 6.3 - Methods of executing the service

Any complaint or dispute from the Client must be addressed to the Publisher within a maximum period of 1 (one) month after the observed generating event. The notification of this complaint or dispute must be made by registered letter A.R. Otherwise, complaints or disputes will be prescribed.

Article 6.4 - Content parameterization

The Services and Products object of the subscription contract involve the input of information content.

The Client is fully responsible for the modifications they integrate into the application in terms of both frequency and content.

Article 6.5 - Identifiers and password

Each user must define their identifier and personal password when creating their account.

The Client is fully responsible for the abnormal or fraudulent use of this Identifier, particularly in the case of content modification. 

Article 6.6 - Cookies

VESUV will implant Cookies on the computers of the application users with the aim of having the necessary information for site optimization and for statistical purposes.

Users can oppose the recording of Cookies by configuring their browser. In this case, the quality of the application may be altered or even rendered impossible.

Article 7 – Personal data / GDPR

Article 7.1 - Processing of data by the publisher:

The Publisher respects the privacy of its users and clients and commits to ensuring that all information it collects, particularly during the creation of an account (name, first name, phone number, email address) is treated as confidential information.

The information collected on this site is processed by Vesuv, located at 1 allée Marie Berhaut 35000 Rennes, data controller for managing your requests, orders, registrations, and subscriptions.

The collection of Client information is essential for providing our services and managing subscriptions. Refusal to consent to the processing of personal data would prevent the execution of these services.

Personal information is retained for the legal duration of storage and is intended for persons responsible for processing within the company as well as subcontractors as long as the signed contract between subcontractors and the data controller mentions the obligations incumbent on subcontractors regarding the protection of security and confidentiality of data (Article 28 of the European Regulation on the protection of personal data EU 2016/679) and specifies in particular the security objectives to be achieved. No transfer of data is made outside the European Union.

Service providers acting on the site on behalf of the Publisher may have access to or communication of all or part of this information due to the services performed. In this case, the Publisher commits to ensuring an adequate level of protection for your data.

Service providers with whom the Publisher works for the management of orders and subscriptions as well as for the execution of certain services it offers (invoicing, payment, collection, customer satisfaction, new features communication, etc.) for the previously mentioned purposes, and only to the necessary extent for accomplishing the tasks entrusted to them. These service providers may be led to contact the Client directly using the contact information provided.

The Publisher strictly requires its service providers to use the personal data of clients solely to manage the services it requests them to provide. The Publisher also asks these service providers to always act in compliance with applicable laws regarding personal data protection and pay particular attention to the confidentiality and security of this data.

In accordance with the European Regulation on the protection of personal data EU 2016/679 (GDPR), the Client can exercise their right of access to the data concerning them, rectification, deletion, request a limitation of processing, oppose or request portability by contacting: contact@vesuv.fr.

The Client also has the right to lodge a complaint with the CNIL.

Consent to the processing of personal data being an obligation of the GDPR, before offering a subscription, the client must ensure that the person concerned agrees to provide their email address and postal contact information to the publisher.

Article 7.2 - Processing of data by the Client

The Client agrees to carry out all necessary steps with the relevant authorities, notably the National Commission on Informatics and Liberties, to comply with the provisions related to the law of January 6, 1978, as well as the law of June 21, 2004.

The Client is exclusively responsible for the collection and processing of personal data carried out via the Services and Products:

• Declaration if necessary of the file and processing of personal data,

• Information of third parties about their rights of access, modification, rectification, or deletion,

• Obtaining explicit consent from third parties in the case of commercial solicitation,

• Obtaining explicit authorization from the concerned third party in the case of the Client's use of an element of Content.

Article 8 – Miscellaneous

Article 8.1 – Partner contracts of the publisher

For the proper management of your subscription, the publisher may need to open a user account with a partner. This is particularly the case concerning:

• the management of payment for your subscription delegated by the publisher to S.A STRIPE INC, a U.S. corporation, whose headquarters is located at 3180 18th Street - Ca 94110 San Francisco.

• the hosting of your databases delegated by the publisher to the company AMAZON (service AWS), a U.S. corporation, whose French headquarters is located at 67 67 Boulevard du Général Leclerc 92110 Clichy France.

Acceptance of these GTC implies acceptance of any general conditions of use of the publisher’s partners.

Termination of these GTC implies termination of any general conditions of use of the publisher’s partners.

Article 8.2 - Various provisions

Regarding commercial promotion or internal communication within VESUV, the Client authorizes the publisher, at no cost, throughout the duration of the Contract, to use the Trade Name, Social Name, and/or the testimonial of the Client.

The Client may oppose in writing any or all of the use by VESUV of this commercial relationship, with VESUV then committing for the future not to refer to this relationship. 

The Client expressly recognizes that the so-called "checkbox" technique constitutes an electronic signature which has, between the parties, the same value as a handwritten signature.

{VESUV reserves the right to modify the characteristics, functionalities or conditions of the Services and Products covered by this contract, provided that the Client is informed of it in accordance with Article 5.2.

The parties will communicate through all appropriate means according to the information indicated on the VESUV site (telephone, email, postal mail, in particular).

Notifications sent by VESUV to the Client will be presumed to have been received and read by the Client, unless return of the postal mail or email sent to the Client by VESUV.

Notifications sent by the Client to VESUV will be presumed to have been received by VESUV, upon receipt by the Client of the acknowledgment of receipt of the sending of mail by digital or postal means.

The processing by VESUV of the Client's notifications will be carried out in compliance with the service commitments as specified in Article 6.4.

Article 9 - Waiver

The fact that either party does not claim the application of any clause of the Contract or acquiesces to its non-performance, whether permanently or temporarily, shall not be interpreted as a waiver by that party of the rights arising for it from that clause.

Article 10 - Dispute resolution

The present terms of sale are subject to French law. In case of dispute, jurisdiction is attributed to the competent courts of Paris.