02 53 35 83 35 suricate@mrsuricate.com

FFBV (Mr Suricate) - General conditions of services - Updated on 14/03/22

Preamble The purpose of the present general terms and conditions of service is to define the conditions under which FFBV, whose trade name is "MRSURICATE", offers its professional customers various services in connection with a "Web Testing" software developed by FFBV, allowing automated testing of the operation of an internet, intranet or mobile site. FFBV is a simplified joint stock company with a capital of 2,878.09 euros, whose registered office is located at 7 rue Mathurin Brissonneau, 44100 NANTES, registered in the NANTES Trade and Companies Register under number 814 768 321. 1. Definitions The terms and expressions used in these General Conditions with a capital letter shall have the following meaning

Client Back-Office" means the back-office space dedicated to the Client on the Website, where the reports issued by FFBV on the results of the tests performed are accessible.

Test Case" means the document containing the information necessary for FFBV to perform the Services, referred to in Article 4. The "Test Cases" are established by FFBV and validated jointly with the Customer upon signature of the Contract.

Acceptance Book" means the document containing all the detailed information necessary for FFBV to perform the Services, as referred to in Article 4. The "Acceptance Book" is established by FFBV following the "Test Case", the Customer having two weeks to validate it jointly with FFBV before the start of the "Setup".

Customer" means the legal entity signing the Special Conditions that uses the Services offered by FFBV.

User" means the natural persons entrusted by the Customer with the operation of the Software on its behalf.

General Conditions" means these general conditions of service, applicable exclusively to the relationship between FFBV and the Customer in the context of the use of the Software on the Customer's Production or Pre-Production/Release Platform.

Special Conditions" means the special conditions concluded between FFBV and the Customer and whose purpose is to supplement these General Conditions, in particular by specifying the nature and pricing conditions of the Services provided to the Customer. The Special Conditions are embodied in a quotation, drawn up at the request of the Customer, accepted and signed by the Customer.

Contract" refers to all the General Conditions and the Special Conditions. The conclusion of the Contract is materialized by the confirmation of the Special Conditions by the Customer, implying his full and unreserved adherence to the General Conditions.

Software" refers to the "Web Testing" software developed by FFBV in SaaS mode ("Software as a Service"), accessible on the Internet Site, allowing the FFBV team to carry out automated tests of the Customer's Internet, intranet or mobile site. Only the reporting part (results and KPI) of the software is accessible by the customer.

Offer" means the specific services provided to the Customer by FFBV. The offers are chosen between "Production" and/or "Reception" with a maximum number of scenarios per offer. The Customer may add scenarios to its offer on a monthly basis by simply sending an e-mail to FFBV.

Setup" refers to the period from the creation of the first scenario to the finalization of the last scenario created by the "Test Cases" previously validated by the customer.

Scenarios" means the navigation scenarios created by FFBV to test the elements and functionalities of the Customer's Internet site, intranet site and/or mobile site or the services used by the Customer (in particular the pages, buttons, forms, images, adding to the basket, connection, ajax and payment) and, if necessary, to identify malfunctions ("bugs").

Maintenance / minor modification" means 1. updating the scenarios in case of identified false malfunctions or evolution of the Customer's internet, intranet or mobile site,

 

2. the services used by the Customer,

3. Reproducibility and feedback of errors by email, telephone or via the Customer's information system,

 

4. the various email and telephone exchanges with the Customer's Users concerning the services subscribed to. This is carried out by FFBV's operational service within a maximum of forty-eight (48) hours, on FFBV's working days and hours, following the identification of the action to be taken. The maintenance of a scenario only concerns the updating of the scenario, not modifying its customer path, which is initially established in the "Test cases". FFBV will not be able to ensure this if the customer has modified one or more scenarios via the software. The duration of monthly maintenance performed by the teams of Mr Suricate teams is limited to a fixed price defined in the Special Conditions, beyond which an additional estimate will be proposed to the customer.

Redesign / major modification" means a modification of one or more "scenarios", this modification applies to the customer journey initially established in the "Test cases" and requires work equivalent to a second "Setup".

Services" means the services offered by FFBV in connection with the Software, as presented in Article 3 hereof. Details of the Services provided to the Customer by FFBV are set out in the Special Conditions.

Website" means the website hosted at the following address: www.mrsuricate.com .

2. Acceptance of the General Terms and Conditions The General Terms and Conditions determine the contractual conditions applicable to the relationship between FFBV and the Customer. The Customer is obliged to read the General Terms and Conditions carefully before using the Services offered by FFBV. The General Terms and Conditions contain important information about the Customer's rights and obligations, as well as the limitations and exclusions of FFBV's liability. By using the Services, the Customer confirms that he/she has fully and unreservedly accepted the General Terms and Conditions, which the Customer expressly acknowledges and, in particular, waives the right to rely on any other document that is not enforceable against FFBV. If the Customer does not accept the General Terms and Conditions, the Customer is requested not to use the Services offered by FFBV. The old versions of the General Conditions of Services are available by simple request to suricate@mrsuricate.com. 3. Definition of the Services FFBV proposes, on a principal basis, the following Services, via the "Production" and/or "Recipe" offer, proposed in the form of monthly subscriptions:

(i) The provision of the Software by means of a limited use license granted to the Customer ;

(ii) Personalized remote training of Customer's Users in the use of the Results and KPI part of the Software;

(iii) The realization of the Test Cases by FFBV ;

(iv) The realization of a Recipe Book by FFBV 

(v) The creation by FFBV of specific scenarios for Internet, Extranet and Mobile sites;

(vi) Automated and/or manual email alert on identified malfunctions;

(vii) Issuance of reports on the results of the tests performed by FFBV;

(viii) "Maintenance";

(ix) A dedicated account manager The Services provided to the Customer by FFBV are specified in Article 14 via offers. 4. Test Cases and Acceptance Booklet The Customer is responsible for identifying and defining its needs accurately before using the Services offered by FFBV. FFBV shall be responsible for asking all questions necessary to determine the Customer's needs and the proper performance of the Services, and to determine the suitability of the Software and the Scenarios for the Customer's needs. Test Cases, including the information necessary for FFBV to perform the Services, will be established in advance by FFBV in collaboration with the Customer. An Acceptance Booklet, including all the detailed information necessary for FFBV to perform the Services, will be established beforehand, as the case may be, by the Customer, by FFBV or in collaboration between the Customer and FFBV, using the Test Cases as a basis. If the Customer has only validated the Test cases, they will be valid for the duration of the contract. The Scenarios are created by FFBV in consideration of the information contained in the Test Cases, which are limited to the number of scenarios provided for in the special conditions.

5. Ordering Services

5.1. Ordering process The Customer who wishes to subscribe to the Services offered by FFBV must first send a request using the contact form accessible on the Website or by e-mail to suricate@mrsuricate.com. FFBV will respond to the Customer's request as soon as possible in order to determine, with the Customer, the Services (Offers and number of scenarios) corresponding to the Customer's needs. The Customer must carefully check, before using the Services, that they correspond to his needs. The Customer may rely on FFBV's advice in the performance of the Agreement, in particular for the deployment and configuration of the Software, which FFBV understands and accepts. FFBV shall not be held liable for any failure by the Customer to determine its needs or for any errors by the Customer in the ordering process. The Contract shall be concluded upon the Customer's acceptance and signature of the quotation (special conditions) drawn up by FFBV at the Customer's request. The order is considered final only after validation by Mr Suricate of the quotation ("Special Conditions"). The Parties have agreed together on a possible evolution during the execution of the Services. The latter, if they remain at constant scope (constant number of simultaneous scenarios) and that the modifications of the itinerary are minor, will not give rise to additional billing. In the event that the agreed scope of a Customer's request is exceeded, FFBV will alert the Customer and send him an estimate that the Customer may accept or refuse. The Customer may request a quotation, additional scenarios or a redesign of the scenarios in place by email to his dedicated account manager. This request will be the subject of a new quotation submitted to the Customer, which the Customer may accept or refuse without calling into question the initial contract.

5.2. Processing of the order and creation of a Customer Back-Office After FFBV has received the "Special Conditions" signed by the Customer, the Customer will receive an e-mail confirming the registration of his order at the beginning of the "Setup". This e-mail will include the identifier and password allowing the Customer to access his Customer Back-Office on the Website. The Customer Back-Office is strictly reserved for the use of the User in whose name it was created. The Customer is solely responsible for the content of the information entered at the time of the conclusion of the Contract and for the confidentiality of the login and password provided to him to access his Customer Back-Office. In the absence of proof to the contrary, the data recorded in FFBV's computer system shall constitute proof of all transactions concluded with the Customer. FFBV offers the creation of one or more personalized Scenarios. They will be created progressively from the effective date of the contract and after validation of the test cases and/or the recipe book by the Customer. Financial conditions

5.3. Prices of the Services The Services are offered at the prices in effect on the date the Agreement is entered into between FFBV and the Customer as specified in the Special Conditions. Prices are in Euros, exclusive of tax. Any change in the VAT rate shall be reflected in the price of the Services. FFBV shall have the option of revising the price of the Services within a period of one month prior to the anniversary date of the renewal of the Agreement. In such a case, FFBV will inform the Customer by email. If the Customer does not accept the price change of the Services, the Customer will be deemed to have refused the price change. In this case, the Parties may meet to negotiate a potential price increase or may terminate the Agreement as provided herein. In the absence of termination, the previous prices in effect will continue to apply.

5.4. Terms of payment Subject to the stipulations in the Special Conditions, the payment of the price of the Services is made at the beginning of each contractual period, by bank transfer or direct debit within 30 days after the invoice is issued.

5.5. In the event of non-payment by the Customer of any amount due to FFBV on the due date, and in application of Article L441-10, I of the French Commercial Code, the amount of the late payment penalties shall be set at three times the legal interest rate in force on the day of the Customer's default.

In the event that the Customer fails to make any payment, in whole or in part, on any due date, FFBV may, at its discretion, suspend with immediate effect the performance of the Services until full payment has been made, without prejudice to any claim for damages and/or the application of the resolutory clause provided for in Article 7.2 (i).

5.6 Fixed compensation for collection costs Pursuant to Article D 441-5 of the French Commercial Code, the amount of the fixed compensation for collection costs is set at 40 euros. This indemnity, which is separate from late payment penalties, is automatically due by the defaulting Customer, without prejudice to FFBV's right to request additional compensation in the event that FFBV should justify collection costs in excess of this amount.

5.7. Refusal of an order by FFBV FFBV reserves the right to refuse a Customer's order for any legitimate reason in the event of incorrect entry of payment data or rejection of the payment method used. The Customer shall bear any costs necessary to resolve the problem, in particular in the event of a refusal of payment by his or her banking institution.

6. Terms and conditions of use

6.1. Customer's obligations The Customer shall refrain from any use of the Software and the Customer Back-Office other than that expressly provided for in the Agreement. The Customer undertakes to use the Software in accordance with these General Terms and Conditions, in particular with regard to FFBV's intellectual property rights, with the express recommendations of FFBV or its partners and in a manner that is not abusive or fraudulent. The Customer undertakes to make regular backups of its data, so as to minimize the consequences of potential accidental destruction.

6.2. FFBV's obligations FFBV guarantees the security of its servers, in particular by installing anti-malware and firewall software. FFBV creates, maintains and executes the scenarios with a recurrence rate stipulated in the "Special Conditions". Anomalies detected during execution are manually analyzed by the acceptance managers who qualify them and confirm their reproducibility before transmitting the results to the Customer. FFBV shall not be held responsible for undetected anomalies that occur outside the recurrence periods of the scenarios.

6.3. Availability and rules of Internet use FFBV shall endeavor to provide access to the Website and the Software 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond FFBV's control, and subject to any breakdowns and maintenance operations necessary for their proper operation and that of the associated services. Consequently, FFBV cannot guarantee the availability of the Website and the Software, the reliability of transmissions and performance in terms of response time or quality higher than that which has been agreed between the Parties. The Customer declares that he/she accepts the characteristics and limitations of the Internet, and acknowledges in particular that: (i) FFBV assumes no responsibility for the services; (ii) The Software Mr Suricate (ii) The Software requires Internet availability to function and FFBV cannot be held responsible for the general unavailability of the Internet. (iii) Data circulating on the Internet is not protected during its circulation, in particular against possible misappropriation. The presence of the FFBV logo establishes a simple presumption of validity. The communication of any information deemed by the Customer to be of a sensitive or confidential nature is done at the Customer's own risk; (iv) Data circulating on the Internet may be regulated in terms of use or be protected by property rights; (v) The Customer is solely responsible for the use of the data that he/she consults, interrogates and transfers on the Internet; FFBV has no control over the content of third party services accessible on the Internet; FFBV will endeavor to limit the duration of interruptions to access to the Website and the Software and to schedule them, as far as possible, outside of working hours. In the event of scheduled maintenance, FFBV undertakes, if possible, to notify the Customer of the maintenance at least 1 week in advance.

FFBV shall not be held liable for the foregoing, unless it can be shown that it has committed a serious breach of contract. FFBV shall not be liable for any malfunction of the Software where such malfunction is due to misuse by the Customer. The Customer may be barred from accessing the Software or the Customer Back-Office, temporarily or permanently, in the event of failure to comply with the conditions of use set forth in Article 6 and, more generally, with these General Terms and Conditions.

6.4. Technical support Technical support, enabling Users to contact FFBV in order to report any anomalies affecting the Software or the Services or for any question relating to their use, is available by contacting FFBV at the following address: support@mrsuricate.com. FFBV will provide the Customer with a physical person who will be its dedicated contact person. FFBV undertakes to ensure that the response time does not exceed 4 hours during the time slots indicated. In the event of the absence of the dedicated contact person, FFBV shall notify the Customer of his unavailability and ensure that he is replaced by a contact person of identical qualification.

7. Term of the Contract - Early Termination

7.1. Duration of the Contract The initial duration of the Contract between FFBV and the Customer is specified in the Special Conditions. Subject to the provisions of the Special Conditions, at the end of the initial period, the Contract shall be renewed by tacit agreement for periods of the same duration as the initial period, unless one of the Parties gives written notice of termination to the other Party at least one (1) month prior to the end of the current contractual period.

7.2. Early Termination Either party may terminate the Agreement early, at any time by written notice, in the following cases: (i) Failure of the other party to fulfill its obligations, subject to prior formal notice to remedy said failure remaining without effect for a period of one (1) month (ii) Occurrence of a case of force majeure, as defined by French law and courts, making the performance of the Contract definitively impossible or the duration of the effects of which is greater than 30 (thirty) calendar days; Placement in receivership or judicial liquidation of the other party

7.3. Consequences of Termination Termination of this Agreement, for whatever reason, shall not affect: (i) any accrued rights, liabilities or remedies of the parties, including payments due as of the effective date of termination; or (ii) the effectiveness or continued effectiveness of any provision of this Agreement expressly or impliedly intended to be effective or remain in effect as of the termination. Any subscription to the Services purchased by Customer and the license to use the Software granted to Customer by FFBV shall immediately cease on the effective date of termination of the Agreement. Upon the effective date of termination of the Agreement, each Party agrees to immediately cease all use of the name, trademark, logo or other intellectual property of the other Party. No compensation shall be due by either Party to the other Party in the event of termination of the Agreement.

8. License to use the Software In consideration of the payment of the price of the Services by the Customer as set forth in Article 0 hereof and subject to the Customer's compliance with all of its obligations under the Agreement, FFBV hereby grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Services and the Software for the sole duration of the Agreement. This license does not grant the Customer any intellectual property rights to the Software or the Scenarios, which shall remain the full and exclusive property of FFBV. The Customer agrees to respect the proprietary notices appearing on the Software, the media or the documentation of FFBV.

 

FFBV guarantees that it is the owner of the intellectual property rights allowing it to enter into this license and that this license is not likely to infringe the rights of third parties. 

The Customer may not make the Services or the Software available to a third party and may not assign all or part of the rights and obligations hereunder, whether under a temporary assignment, a sublicense or any other agreement providing for the transfer of such rights and obligations. Customer shall use the Software and the results obtained from its use under its sole responsibility. FFBV shall not be liable for any actions taken by the Customer following the results obtained. 

9. Intellectual Property

9.1. FFBV's Intellectual Property Rights Ownership of and intellectual property rights in the name, trademark, logo or other intellectual property of each Party shall remain the exclusive property of that Party. In particular, the general structure of the Website, as well as the texts, questionnaires, graphics, images, sounds and videos composing it and those composing the Software and the Scenarios, are the exclusive property of FFBV or its partners. Any representation, reproduction and/or exploitation of the contents and services offered by the Website, the Software and the Scenarios, in whole or in part, by any process whatsoever, without the prior written authorization of FFBV and/or its partners is strictly prohibited and would be likely to constitute an infringement within the meaning of the Intellectual Property Code. The data, website structures, sales routes and content to which FFBV will have access for the performance of the Services shall remain the exclusive property of the Customer. FFBV shall not reproduce, imitate or transmit any element to which it has access to third parties.

9.2. However, the Customer expressly authorizes FFBV, for the duration of the Agreement and for the purposes strictly necessary for the performance of the Services, to use and reproduce the intellectual property elements belonging to it.

9.3. Ownership of the Deliverables FFBV shall retain sole ownership of the property rights and all intellectual property rights pertaining to all documents, notes, reports, works and, more generally, any element of any nature whatsoever, produced, created or carried out by FFBV on behalf of the Customer in the context of the performance of its Services (the "Deliverables"), regardless of the medium, form or mode of writing. In consideration of the payment of the price of the Services, FFBV grants the Customer a personal, non-exclusive and non-transferable right to use the Deliverables for the duration of the Agreement.

9.4. Confidentiality In the context of this article, the term "Confidential Information" covers all information and data of any nature (financial, technical, organizational, commercial...), whatever the form, transmitted to the other Party or brought to the knowledge of the other Party, in writing or orally or by any other means, by or concerning it. Each Party will transmit to the other Party, to the extent it is authorized to do so, only such Confidential Information as it deems relevant to the subject matter hereof. The Parties warrant that the transmission of Confidential Information by and between them does not violate the laws and regulations of their respective countries. Each Party agrees that for a period of three (3) years after the end of their contractual relationship, the Confidential Information: (a) will be protected and kept strictly confidential and in particular will be treated with the same degree of care and protection as the other Party accords to its own Confidential Information of equal importance, and at a minimum with a reasonable degree of care and protection; and (b) will be disclosed internally only to those members of its staff or management who have a need to know and will be used by them only for the purpose set out in the preamble to this Agreement ; and (c) not be used, in whole or in part, for any purpose other than as set forth herein, without the prior written consent of the other Party; and (d) not be disclosed or likely to be disclosed, either directly or indirectly, to any third party or persons other than those referred to in subparagraph (b) above, except its

(e) not be copied, reproduced or duplicated in whole or in part where such copying, reproduction or duplication has not been specifically authorized by the other Party in writing.

3. All Confidential Information and reproductions thereof shall remain the property of each Party and shall be returned to it immediately upon request and in any event upon termination of their contractual relationship. This provision shall not apply where a Party is required to retain any such Confidential Information by applicable law or regulation, or by any judicial, administrative, or regulatory authority having jurisdiction.

4. Each Party recognizes that its confidentiality obligations are essential and that failure to comply with them would cause harm to the other Party. Each Party reserves the right to claim damages from the other Party in the event of a breach of its obligations

5. Without prejudice to the foregoing, each Party shall have no obligation and shall not be subject to any restriction with respect to any Confidential Information that it can prove:

(a) the information entered the public domain either prior to or after disclosure, but in this case without any fault on the part of the person; or

(b) the information was already known to the person, as evidenced by the existence of appropriate documentation in the person's files; or

(c) it was lawfully received from a third party without restriction or violation of this Agreement; or

(d) it is the result of internal work performed in good faith by its personnel who did not have access to the Confidential Information; or

(e) they have been published without violating the provisions of this Agreement; or

(f) it was used or disclosed only with the written consent of the other Party; or

(g) required by law, applicable regulation or court order to disclose. In such case and to the extent permitted by law, the disclosing Party shall immediately notify the other Party in writing, specifying the circumstances of such disclosure.

10. Warranties FFBV warrants that the Software is developed in accordance with the rules of the art and is capable of enabling the performance of the Services agreed with the Customer. In particular, FFBV warrants that the Software is subject to regular security updates and continuous protection against malicious software in accordance with the rules of the art. FFBV guarantees the peaceful enjoyment of the Software. In this context, FFBV declares that it has acquired all rights and authorizations relating to the Software and guarantees to the Customer the peaceful enjoyment of the rights granted to it against any disturbance, claims or evictions whatsoever. FFBV undertakes to fully compensate the Customer in the event of a claim by an injured third party. This indemnification shall cover all sums payable by the Customer in respect of damages and interest, as well as all related procedural costs and professional fees (lawyers, experts, etc.).

11. Liability - Insurance

11.1. Liability FFBV undertakes to perform the Services in accordance with the commitments made under the Agreement and in compliance with applicable laws and regulations. FFBV shall only be liable to the Customer for the performance of the Services on a best effort basis. FFBV shall be responsible for the proper performance of its obligations under the Agreement, in particular in the event of failure, default or negligence in

the performance of the Services resulting in direct damage to the Customer. FFBV's liability shall be excluded or reduced if the improper performance of the Services results from the Customer's failure to comply with this Agreement, including in particular its obligation to provide FFBV in a timely manner with the actual and complete information necessary for the proper performance of the Services, in particular the Acceptance Book when it is to be drawn up by the Customer. FFBV understands and accepts that it has an obligation to advise the Customer in its capacity as an IT professional and an expert in the operation of its software, and that the limitation provided for in this paragraph shall only apply if it demonstrates that it has fully performed this obligation. These terms and conditions shall apply to FFBV's subcontractors, which shall be responsible for the selection and supervision of such subcontractors and shall guarantee their compliance with the provisions hereof.

11.2. Insurance FFBV declares that it is insured for professional civil liability with a reputable and solvent company for all material and immaterial damages resulting from the performance by FFBV of its obligations under the Contract.

12. Processing of personal data In accordance with Regulation (EU) 2016/679 (referred to as the "General Data Protection Regulation" or "GDPR") and Law No. 78-17 of January 6, 1978, as amended, relating to information technology, files and freedoms, FFBV shall, in the context of the performance of the Contract, collect from the Distributor personal data concerning the latter. This data shall be processed by FFBV, as necessary

(i) the performance of the Contract and, where applicable, the execution of pre-contractual measures taken at the request of the Distributor

(ii) compliance with the legal and regulatory obligations of FFBV and/or

(iii) for the purposes of FFBV's legitimate interests. Such data shall not be transferred outside the European Union. Any natural person whose personal data is processed by FFBV has the right to access, rectify, delete, portability, limit and oppose the processing of such data. Any request for additional information or for exercising the aforementioned rights must be sent by e-mail to suricate@mrsuricate.com or by post to the address given in the Preamble. Any request for additional information or exercise of the aforementioned rights must be addressed by e-mail to dpo@mrsuricate.com .

13. General Provisions

13.1. Partial invalidity The invalidity of a contractual clause does not entail the invalidity of the General Terms and Conditions, with the exception of an impulsive and determining clause that led one of the parties to contract.

13.2. Applicable law - Mediation - Jurisdiction The General Terms and Conditions and more generally the Contract are subject to French law. For any dispute relating to the conclusion or performance of the Contract, the Customer must, prior to any other step, contact FFBV in order to seek an amicable solution. The Customer may send a written complaint by e-mail to suricate@mrsuricate.com or by post to the address given in the Preamble to these Conditions. Without prejudice to the foregoing, any dispute that may arise in connection with the formation, performance or interpretation of this Agreement shall be submitted to the competent court in the jurisdiction of the plaintiff .

Nantes | Paris

GTC