SUBSCRIPTION TERMS AND CONDITIONS MOZZAIK365
These general subscription terms and conditions ("GTC") are proposed by the company Mozzaik365, a simplified joint stock company with a capital of €131,808, whose registered office is located at 5, rue de Logelbach in Paris (75017), registered in the Paris Trade and Companies Register under the number 897 837 118 (the "Company") taken in the person of its legal representative.
The Company is a software company specializing in the provision of online leased enterprise applications, for the operation of the Mozzaik365 solution in the context of using the Microsoft 365 solution published by a third party.
The purpose of these GTC is to define the terms and conditions for the provision of the tools supplied by the Company to the Client in the frame of a subscription subscribed by the Client.
ARTICLE 1. DEFINITIONS
Capitalized terms defined below shall have the meaning ascribed to them in this paragraph.
Contract: means (i) these General Terms and Conditions and its Annexes and (ii) the Special Terms and Conditions, if applicable.
Data: means the information, publications and, in general, the data in the Client database, the use of which is the subject of this Contract, which may be consulted only by Users.
Internet: means the set of interconnected networks located in all regions of the world.
Intranet: refers to a company's or organization's own computer network.
Microsoft 365: means the productivity and collaboration suite published by Microsoft, which serves as the basis for Mozzaik365.
Application Service: means the service offered as a webapp by the Company, allowing the use of the Solution by the Client.
SharePoint Online: means the Microsoft 365 subpart, published by Microsoft, which serves as the basis for Mozzaik365.
Solution: means the MODA solution published by Mozzaik365, allowing the creation of dashboards with Microsoft Teams App.
Tenant: means the instance provided to the Client by Microsoft under the Microsoft 365 contract.
User: means the person under the responsibility of the Client (employee, employee, representative, etc.) and/or under his control, and benefiting from access to the Application Service on his computer under a user license granted to the Client.
ARTICLE 2. PURPOSE
The purpose of these GTCs is to define the conditions under which the Company provides the Client with:
● A right to final use of the Solution ;
● A set of services, including installation and support of the Solution, as defined in a purchase order between the Parties.
ARTICLE 3. DESCRIPTION
The Solution designates an extension of SharePoint Online that allows the Client to create collaborative and engaging intranets.
ARTICLE 4. EFFECTIVE DATE - DURATION
The Contract shall take effect on the date of entry into force indicated on the purchase order for a period of three (3) years (hereinafter referred to as the "Initial Period").
At the end of the Initial Period, the Contract shall be renewed by tacit agreement, for successive periods of three (3) years, unless terminated by either Party by registered letter with acknowledgement of receipt notified at least ninety (90) days before the expiry date of the current renewal period.
Without prejudice of the foregoing, the Parties may agree to implement a so-called “Proof of Concept” phase as a first step. This phase would be limited according to the quote accepted by the Client.
ARTICLE 5. PARTIE'S OBLIGATIONS
5.1 Company’s obligations
The Company declares that it has no conflict of interest either with the Client or as a result of providing the Solution to the Client and declares that it is able to provide the Solution in compliance with the applicable regulations and in the best interest of the Client.
The Company is bound by an obligation of means with respect to the time required to make the Solution available, subject to the cases of force majeure provided for elsewhere.
The Company undertakes to take all the care customary in the profession to provide the Solution, which is the subject hereof. In this regard, the Company undertakes to :
- collaborate with the Client by alerting it of any fact or event likely to impact the proper execution of the present contract;
- to comply with all legal and regulatory provisions applicable in the context of the present contract;
- respond to any request for information from the Client insofar as possible;
- use the information provided to it by the Client solely for the purpose of providing the Solution;
5.2. Client’s obligations
The proper functioning of the Solution and the proper execution of its installation services implies that the Client is obliged to comply with the prerequisites defined by the Company and communicated by it in annex and in the general terms and conditions of license of use.
The Client agrees that Users accessing the Application Service shall not use it:
● in violation of a law, regulation or decision or decree of the public authorities;
● in violation of the rights of others;
● to attempt to gain unauthorized access to or disrupt services, data, accounts or networks;
● to deliberately send spam or distribute malware;
● in a manner that may harm or disrupt its use by another user;
Any violation of the above rules of good use may result in immediate suspension of the Application Service.
ARTICLE 6. FINANCIAL CONDITIONS
The price is determined in the order form accepted and signed by the Client.
Unless otherwise provided, the prices for the supply of the Solution and the Application Services are firm and final, expressed and payable in euros and are exclusive of VAT and other taxes payable by the Company, and are the only amounts to which the Company may claim.
In the event of a rate increase, the new prices must be communicated at least 90 days prior to the renewal date and will be applied at the time of contract renewal.
Prices are deemed to include all costs incurred by the Company in the performance of the present contract.
Payment of invoices by the Client shall be made by bank transfer within thirty (30) days end of month following the date of issue of the invoice.
In the event of a dispute relating to invoicing, the Parties undertake to make every effort to find a solution that will enable the payment deadlines stipulated above to be met.
The Parties agree that any delay in payment shall result in the immediate payment of all sums due plus interest equal to three (3) times the legal interest rate, calculated per calendar day until the date of full payment. Late payment penalties are payable without the need for a reminder.
In addition, from the first day of late payment, the Client shall be liable to pay the Company a fixed penalty for collection costs of forty euros (EUR 40) per invoice.
ARTICLE 7. PERSONAL DATA
The Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
Each of the Parties warrants to the other Party compliance with its legal and regulatory obligations under the protection of personal data, without prejudice to any obligations they may have to each other and their liability to the persons concerned.
The Company does not store any personal data of the Client. However, if the performance of the Contract requires the Company to process the Client's personal data, the Parties shall enter into a specific agreement to that effect.
ARTICLE 8. GUARANTEE
8.1 Guarantee of conformity
The Company warrants that the equipment and/or software complies with the contractual documents, as well as with the applicable rules of the trade and standards.
8.2 Specific warranty for Application Services
The Company warrants that, throughout the term of the Contract:
(i) it will provide the Application Services in accordance with applicable industry standards,
(ii) the Application Services will operate in accordance with the accompanying documentation ;
(iii) the Application Services will continue to comply with existing standards and security criteria agreed with the Client;
(iv) the Application Services will not contain or transmit any malicious code to the Client;
(v) the Company holds the intellectual property rights to grant the Client the right to use the Application Services in accordance with this Contract.
The Company further warrants the accuracy of the information provided to the Client in the evaluation questionnaire provided to the Client and completed by the Client.
8.3 Infringement action - Warranty of eviction
The Company declares and guarantees that it holds all the necessary intellectual property rights on the Solution necessary for its operation.
The Company guarantees the Client the peaceful enjoyment of the intellectual property rights granted in the context of the use of the Solution.
The Company guarantees that, to its knowledge, the Solution does not infringe any law, regulation or contractual provision of any kind whatsoever and that the production, marketing and operation of the Solution does not infringe the rights of third parties. and in particular does not constitute any infringement or act of unfair competition.
ARTICLE 9. FORCE MAJEURE
Neither Party shall be liable in the event of a force majeure event as defined by Article 1218 of the French Civil Code, case law and the French courts (it being understood that an internal strike shall not be considered as a force majeure event) and its obligations affected by the force majeure event shall be suspended for as long as such Party continues to use its best efforts to resume performance of its obligations.
The Parties agree that in the event of the occurrence of an event of force majeure, the Party invoking the event of force majeure (hereinafter referred to as the "Prevented Party") shall notify the other Party (hereinafter referred to as the "Victimized Party") as soon as possible by registered letter with acknowledgement of receipt, describing precisely the event invoked and communicating to the Victimized Party all evidence and all elements of appreciation concerning this event, its impact on the performance of the contractual obligations and its anticipated date of termination.
The other Party shall have the right to verify and check the reality of the alleged facts.
The Parties shall then endeavour to take the appropriate measures to mitigate and/or limit the consequences of the force majeure event and to seek alternatives that will enable the same contractual objectives to be achieved. However, in the event of persistence of the force majeure event beyond one (1) month from its notification by the Prevented Party, the Victim Party may automatically terminate the Contract in advance, without compensation or notice, by sending a registered letter with acknowledgement of receipt.
The Company shall not be entitled to any additional payment (over and above the price of the Contract) for the performance of the Services that it will be able to continue to provide during the occurrence of an event of force majeure or because of the performance of its obligations under the Contract.
ARTICLE 10. TERMINATION AND SUSPENSION
In the absence of payment of the contractual fees, the Company reserves the right to suspend access to the Solution.
The access should be resumed upon payment of the contractual fees.
10.2.Termination for breach
In the event of a breach by either Party of any of its obligations under the Contract, which breach is not remedied within ninety (90) days following receipt of a registered letter with acknowledgement of receipt notifying said breach the other Party may exclusively either (a) request compulsory performance of the defaulting Party's obligations, or (b) terminate the Contract by operation of law and without legal formalities, without prejudice to any damages to which either Party may be entitled. The effective termination of the Contract shall then take place as from the day following receipt by the defaulting Party of a new registered letter with acknowledgement of receipt sent by the other Party.
10.3 Termination for insolvency of the Client
The Company may terminate the Contract by operation of law, without notice or compensation, by registered letter with acknowledgement of receipt, in the event of suspension of payments, insolvency, dissolution, total or partial cessation of activity of the Client, or in the event of the initiation of safeguard, receivership or liquidation proceedings against the Client, subject to Articles L. 622-13, L. 631-14 and L. 641-10 of the French Commercial Code.
Upon termination (or expiration) of the Contract, the Company shall uninstall or disable access to the Solution from the Client’s Tenant. The functionalities deployed during the installation of the Solution or during its updates are removed from the Client’s Tenant.
The content of the digital workplace portal, as structured in the Solution, is still available and accessible via the standard SharePoint Online features. However, the user experience is significantly changed.
ARTICLE 11. CONFIDENTIALITY
Both during the term of the Contract and for a period of one (1) year after the termination of the Contract, for whatever reason, each Party shall treat as confidential all documents, programs and information communicated to it in connection with the Contract.
Each Party agrees not to disclose such documents, programs and information to any third party other than its employees, its insurance broker, its advisors or its auditors, unless it has obtained the prior written consent of the issuing Party, and to take all necessary steps to ensure that its personnel, or any authorized third parties, respect the confidentiality of such documents, programs and information.
As an exception, this confidentiality obligation shall not apply to documents, programs or information:
● the disclosure of which is made compulsory by a law, a regulation, by reason of a court decision or by reason of an express request from the social or tax authorities,
● publicly available on the date of their communication by the transmitting Party to the other Party, or which would become so after this date and without fault of the receiving Party
● already known to the Receiving Party at the time of their communication by the Sending Party
● transmitted to the Receiving Party with an express waiver of the obligation of confidentiality,
● provided to the Receiving Party without an obligation of confidentiality by a third party legitimately holding it,
● obtained by the Receiving Party through internal developments undertaken in good faith by members of its staff who did not have access to the information.
ARTICLE 12. APPLICABLE LAW AND JURISDICTION
These terms and conditions are governed by French law.
Any dispute that may arise between the Parties concerning the formation, execution or interpretation of the present contract shall be under the exclusive jurisdiction of the courts of Paris.
This clause of jurisdiction, by express agreement between the Parties, will apply even in the event of plurality of defendants, appeal in guarantee and for the conservatory procedures, inter partes or ex parte.