Preamble
These general terms and conditions of service define the terms under which the company « MR SURICATE », hereinafter referred to as « the Provider », offers its professional clients various services related to a « Web Testing » software developed by MR SURICATE, enabling the execution of automated functional tests for a website, intranet, API, or mobile application. MR SURICATE is a simplified joint-stock company with a capital of 3,810.35 euros, with its registered office at 7 rue Mathurin Brissonneau, 44100 NANTES, registered with the NANTES Trade and Companies Register under number 814 768 321.
To download these general terms and conditions of service in PDF format, click here.
1. Definitions
The terms and expressions used in these General Terms and Conditions with a capital letter shall have the following meaning:
« Client Back-Office » refers to the back-office space dedicated to the Client on the Website, where reports issued by the Provider on the results of tests performed, the list of scenarios, their executions, and the list of detected anomalies are accessible.
« Test Case » refers to the information necessary for the Provider to perform the Services, as referred to in Article 4.
The « test cases » are established by the Provider and validated jointly with the client upon contract signing. « Acceptance Document » refers to the document containing all detailed information necessary for the Provider to perform the Services, as referred to in Article 4.
The « Acceptance Document » is established by the Provider following the « Test Case », the client having two weeks to validate it jointly with the Provider before the start of the « Setup ».
« Client » refers to the legal entity signing the Specific Terms and Conditions that utilizes the Services offered by the Provider.
« User » refers to the natural persons designated by the Client to operate the Software on its behalf. « General Terms and Conditions » refers to these general terms and conditions of service, applicable exclusively to the relationship between the Provider and the Client in the context of using the Software on the Client's Production or Pre-Production/Acceptance Platform.
« Specific Terms and Conditions » refers to the specific terms and conditions concluded between the Provider and the Client, intended to supplement these General Terms and Conditions, particularly by specifying the nature and pricing conditions of the services provided to the Client. The Specific Terms and Conditions are formalized by a quote, established at the Client's request, accepted and signed by the Client.
« Contract » refers to the entirety of the General Terms and Conditions and the Specific Terms and Conditions. The conclusion of the Contract is formalized by the Client's confirmation of the Specific Terms and Conditions, implying their full and unreserved adherence to the General Terms and Conditions.
« Deliverables » refers to all works, creations, conclusions, studies, analyses, results, mock-ups, elements, and more generally all materials in any format resulting from the execution of the customized Services, taking into account the Client's needs, and delivered by the Provider to the Client within the framework of the Contract's execution. Deliverables communicated by the Provider to the Client include, but are not limited to:
- Email alerts when the Provider's Solution robots detect anomalies, - Detailed reports of errors detected by the Solution.
- The weekly report detailing the results of executed scenarios.
« Software » refers to the "Web Testing" software developed by the Provider in SaaS mode ("Software as a Service"), accessible via the Website, enabling the Provider's team to conduct automated tests on the Client's website, intranet, or mobile application.
« Offer » refers to the specific services provided to the Client by the Provider, the details of which are set forth in Article 3 herein.
« Setup » refers to the period from the creation of the first scenario to the finalization of the last scenario created and specified in the « Acceptance Test Plan » previously validated by the Client.
« Scenario » designates a sequence of steps designed to verify the proper functioning of a web application, mobile application, or API by replicating user interactions and navigation. These scenarios are utilized to test elements and functionalities, as well as the services to which the Client subscribes. This notably includes pages, buttons, forms, images, adding items to a cart, login processes, asynchronous requests (AJAX), and payment procedures. Test scenarios also facilitate the identification of malfunctions, commonly referred to as "bugs," where applicable. Scenarios are created either by the Client or by the Provider, depending on the chosen Offer.
« Maintenance / Minor Modification » refers to
(1) the updating of scenarios in the event of identified false malfunctions or evolution of the Client's website, intranet, API, or mobile application,
(2) the manual reproduction of Scenarios and the reporting of errors to the Client,
(3) the various email and telephone exchanges with the Client's Users regarding the subscribed services.
The maintenance of a scenario only concerns its update, without modifying the customer journey which is
initially established in the « Test Cases ». The Provider will not be able to ensure this if the Client has independently modified one or more scenarios via the software.
« Redesign / Major Modification » refers to a modification of one or more « scenarios », this modification applying to the customer journey initially established in the « Test Cases » and equivalent to a new « Setup » of the concerned scenario.
« Services » refers to the services offered by the Provider in connection with the Software, as presented in Article 3 herein.
« Website » refers to the website hosted at the following address: www.mrsuricate.com.
2. Acceptance of the General Terms and Conditions
The General Terms and Conditions define the contractual terms applicable to the relationship between the Provider and the Client.
The Client is required to carefully read the General Terms and Conditions before utilizing the Services offered by the Provider. The General Terms and Conditions contain important information regarding the Client's rights and obligations, as well as the Provider's limitations and exclusions of liability.
By utilizing the Services, the Client confirms their full and unreserved adherence to the General Terms and Conditions, which is expressly acknowledged by the Client, who specifically waives the right to invoke any other document that would be unenforceable against the Provider. If the Client does not accept the General Terms and Conditions, they are requested not to utilize the Services offered by the Provider.
Previous versions of the general terms and conditions for services are available upon simple request to suricate@mrsuricate.com.
3. Definition of Offers
The Provider primarily offers the following Services, in the form of subscriptions: The SaaS Offer
The Client is granted access to the Mr Suricate tool, which enables the creation, maintenance of their scenarios, and the detection of anomalies, up to a limit of forty (40) scenarios, unless otherwise stipulated in the special conditions. The Provider ensures:
(1) The provision of the Software by means of a limited use license granted to the Client; (2) Remote training for the Client's Users on the full utilization of the Software;
(3) Automated email alerts for identified malfunctions;
(4) Mr Suricate's customer support is available Monday to Friday, from 9:00 AM to 6:00 PM (CET), via email, live chat, and telephone. Our team is committed to responding to all support requests within 24 business hours. This support covers assistance and advice for the use of our automated testing, monitoring, and alerting services, but does not extend to resolving issues specific to the client's code or infrastructure, or to a complete review of test scenarios (cf. Service Center Offer, point 5). Any support required outside normal service hours or for issues not covered by this clause may incur additional charges. In the event of questions not resolved by our first-level support, an escalation process is in place to ensure prompt and effective resolution.
The Full Service Offer
Subject to the availability of the SaaS offering, the Provider ensures:
(5) The provision of the Software via a limited use license granted to the Client; (6) Remote training for the Client's Users on the utilization of the Software's Results and KPI section; (7) The execution of Test Cases;
(8) The preparation of an Acceptance Test Plan;
(9) The creation of Scenarios tailored for Internet, Extranet, and Mobile sites;
(10) The issuance of reports detailing the outcomes of the executed tests;
(11) A dedicated account manager
(12) "Maintenance";
Maintenance is performed by the Provider's operational department within a maximum period of forty-eight (48) hours, during the Provider's business days and working hours, following the identification of the required action. The Provider cannot guarantee this service if the client has independently modified one or more scenarios via the software.
Test Cases and Acceptance Test Plan
The Client is responsible for precisely identifying and defining their requirements before engaging the Services offered by the Provider.
Should the Client entrust the Provider with the execution of test cases and/or the acceptance test plan, the Provider commits to assisting the Client in identifying relevant test cases to best align with the previously defined requirements and undertakes to ensure the proper execution of the Services.
The Test Cases, which include all information necessary for the Provider to perform the Services, will be established by the Provider in collaboration with the Client.
An Acceptance Test Plan, detailing all necessary information for the Provider to perform the Services, will be established beforehand, as appropriate, by the Client, by the Provider, or collaboratively between the Client and the Provider, using the Test Cases as a foundation.
If the client has only validated the Test Cases, these will serve as authoritative for the duration of the contract. Scenarios are created by the Provider based on the information contained within the Test Cases, and their number is limited as specified in the special conditions.
The Service Center Offering
The client has access to the Mr Suricate tool for creating and maintaining their scenarios, detecting anomalies, and providing access to the solution for their own clients. The Provider ensures:
(1) The provision to the client of a user license for up to 5 automation engineers, limited to a maximum of 20 parallel executions;
(2) Access for an unlimited number of users to the platform, excluding editor and maintenance modes;
(3) On-site or remote training for the Client's automation engineer Users on the comprehensive use of the software;
(4) Automated email alerts regarding identified malfunctions;
(5) Quality control monitoring. This service is available Monday to Friday, from 9:00 AM to 6:00 PM (CET), via email, live chat, and telephone. It encompasses a thorough examination, limited to twenty (20) active scenarios (those in a failed state for a period not exceeding thirty (30) days) per calendar month, accompanied by the sharing of best practices and recommendations for improvement. This verification will apply to the first four (4) scenario creation instances for each new team member, to proactive scenario analysis by the aforementioned quality control department, or to any scenario review initiated at the explicit request of the client.
(6) A dedicated account manager and support during business hours.
Use of our contact, demo and document download forms
4. Service Order
4.1. Ordering Process
Clients wishing to subscribe to the Services offered by the Provider must first submit a request via the contact form available on the Website or by email to suricate@mrsuricate.com. The Provider will respond to the Client's request as soon as possible to determine, in collaboration with the Client, the Services (Offerings and number of scenarios) that align with their needs. The Client must carefully verify, before engaging the Services, that they indeed correspond to their requirements. Within the framework of the Contract's execution, the Client may rely on the Provider's advice, particularly for the deployment and configuration of the Software, which the Provider understands and accepts. The Provider cannot be held responsible for the Client's failures in determining their needs or for the Client's errors during the ordering process.
The Contract will be concluded upon the Client's acceptance and signature of the quotation ("Special Conditions"), prepared by the Provider at the Client's request.
The order is considered definitive only after Mr Suricate's validation of the quotation ("Special Conditions"). The Parties have mutually agreed upon potential evolutions during the performance of the Services. These evolutions, provided they remain within a constant scope (constant number of simultaneous scenarios) and involve minor path modifications, will not incur additional billing. Should a Client request exceed the agreed scope, the Provider will alert the Client and submit a new quotation for the Client's acceptance or
refusal.
The Client may request an offer, additional scenarios, or a redesign of existing scenarios via email to their dedicated account manager. This request will result in a new quotation submitted to the Client, which the Client may accept or refuse without invalidating the initial contract.
4.2. Order Processing and Client Back-Office Creation
Upon the Provider's receipt of the "Special Conditions" signed by the Client, the Client will receive an email at the commencement of the "Setup" confirming the registration of their order. This email will include the username and password enabling the Client to access their Client Back-Office on the Website. The Client Back-Office is strictly reserved for the use of the User in whose name it was created.
The Client is solely responsible for the content of the information provided at the time of Contract conclusion, as well as for the confidentiality of their username and password communicated for accessing their Client Back-Office.
Unless proven otherwise, the data recorded in the Provider's IT system constitutes proof of all transactions concluded with the Client.
The Provider offers the creation of one or more customized scenarios. These will be developed progressively from the contract's effective date and after the client's validation of the test cases and/or the acceptance test plan.
5. Financial Conditions
5.1. Price of Services
The Services are offered at the prices in effect on the day of the Contract's conclusion between the Provider and the Client, as specified in the Special Conditions.
Prices are in euros, exclusive of taxes. Any change in the VAT rate will be reflected in the price of the Services.
The Provider reserves the right, subject to one month's notice prior to the Contract's renewal anniversary date, to revise the price of the Services. Price adjustments will follow the increase in the Syntec index; specifically, if the Syntec index increases by x% in the year following the contract signature date, the new price will be the initial price + x%. The calculation will therefore be: P1 = P0 x I1 / I0; where P1 represents the updated price, P0 the initial price before adjustment, I1 the Syntec index at the time of adjustment, and I0 the Syntec index 12 months prior to index I1.
In such an event, the Provider will inform the Client via email. Should the Client not accept the modification of the Services' price, the Client will be deemed to have refused the price modification. In this scenario, the Parties may engage in negotiations for a potential price increase or may terminate the Contract under the conditions stipulated herein. Failing termination, the previously applicable prices will continue to apply.
5.2. Payment Terms
Subject to the stipulations outlined in the Special Conditions, payment for the Services is due at the beginning of each contractual period, via bank transfer or direct debit within 30 days following invoice issuance.
5.3. Payment Default – Late Payment Penalties
In the event of the Client's failure to pay any sum due to the Provider by the due date, and in application of Article L441-10, II of the French Commercial Code, the amount of late payment penalties is set at an annual rate of ten percent (10%) of the invoice amount, unless the legal interest rate exceeds 3.33%, in which case the late payment interest will be three times the legal interest rate, with interest being due solely by virtue of the contractual term's expiry. Interest is calculated pro rata temporis over a one-month period.
In the event of total or partial payment default by the Client on a due date, the Provider may, at its discretion, immediately suspend the performance of the Services until full payment is received, without prejudice to any claim for damages and/or the application of the termination clause stipulated in Article 8.2 (1).
5.4. Fixed Compensation for Collection Costs
Pursuant to Article D 441-5 of the Commercial Code, the fixed compensation for collection costs is set at 40 euros.
This compensation, distinct from late payment penalties, is automatically due from the defaulting Client, without prejudice to the Provider's right to claim additional compensation should the Provider demonstrate collection costs exceeding this amount.
5.5. Order Refusal by the Provider
The Provider reserves the right to refuse a Client's order for any legitimate reason in the event of seizure
incorrect payment data or rejection of the payment method used.
The Client shall bear all potential costs required to resolve the issue, particularly in the event of payment refusal by their banking institution.
6. Terms and conditions of use
6.1. Software Use License
In consideration of the Client's payment for the Services as stipulated in Article 6 herein, and subject to the Client's fulfillment of all obligations under the Contract, the Provider grants the Client a personal, non-exclusive, non-assignable, and non-transferable right to use the Services and the Software solely for the duration of the Contract.
6.2. Client Obligations
This license does not confer upon the Client any intellectual property rights over the Software or the Scenarios, which remain the full and exclusive property of the Provider. The Client undertakes to respect the proprietary notices appearing on the Software, the Provider's media, or documentation.
The Client shall under no circumstances make the Services or the Software available to a third party and shall not assign all or part of the rights and obligations resulting from these terms, whether through a temporary assignment, a sublicense, or any other contract providing for the transfer of said rights and obligations.
The Client uses the Software and the results obtained from its use under their sole responsibility. Actions undertaken by the Client subsequent to obtaining the results shall not engage the Provider's liability.
The Client is prohibited from using the Software and the Client Back-Office for any purpose other than that expressly stipulated in the Contract.
The Client undertakes to use the Software in accordance with these General Terms and Conditions, particularly with respect to the Provider's intellectual property rights, its explicit recommendations or those of its partners, and in a non-abusive or non-fraudulent manner.
The Client undertakes to perform regular backups of their data to minimize the consequences of potential accidental destruction.
The Provider is not responsible for any Software malfunction resulting from improper use by the Client. The Client may be temporarily or permanently denied access to the Software or the Client Back-Office in the event of non-compliance with the terms of use stipulated in the contract.
6.3. Provider Obligations
The Provider guarantees that it holds the intellectual property rights enabling it to conclude this license and that this license is not likely to infringe upon the rights of third parties.
The Provider shall ensure access to the Website and the Software 24 hours a day, 7 days a week, except in cases of force majeure or events beyond the Provider's control, and subject to potential outages and maintenance operations necessary for their proper functioning and that of associated services.
The Provider guarantees the security of its servers, notably through the implementation of anti-malware and firewall software.
The Provider will endeavor to limit the duration of interruptions to access the Website and the Software and to schedule them, where possible, outside business hours. The Provider's liability shall not be engaged in respect of the foregoing.
In compliance with current standards and professional best practices, the Provider undertakes to back up data daily (including weekends and public holidays) and to retain these backups for 30 days on storage media distinct from the hosting platform.
Furthermore, the Provider will perform a monthly backup of this data, which will also be retained on storage media distinct from the hosting platform for one year.
In the event of data loss or deterioration, the Provider undertakes to restore said data within four working hours.
The Provider executes the scenarios with a recurrence stipulated in the “Special Conditions”.
In the case of the Full Service offering, the Provider cannot be held responsible for undetected anomalies occurring outside the scheduled recurrence intervals for scenario execution.
6.4. Availability and Internet Usage Rules
The Provider endeavors to enable access to the Website and the Software 24 hours a day, 7 days a week, except in cases of force majeure or events beyond the Provider's control, and subject to potential outages and maintenance operations necessary for their proper functioning and that of associated services. Consequently, the Provider cannot guarantee availability of the Website and the Software, transmission reliability, or performance in terms of response time or quality beyond what has been agreed upon between the Parties.
The Client declares acceptance of the characteristics and limitations of the internet, and acknowledges in particular that: (1) The Provider assumes no responsibility for internet services.
(2) The Mr Suricate Software requires internet availability to function, and the Provider cannot be held responsible for widespread internet unavailability.
(3) Data transmitted over the internet may be subject to usage regulations or protected by proprietary rights;
(4) The Client bears sole responsibility for the use of data accessed, queried, and transferred over the Internet;
(5) The Provider has no means of control over the content of third-party services accessible via the internet;
(6) The Provider will endeavor to limit the duration of interruptions to access the Website and Software and to schedule them, whenever feasible, outside of business hours.
(7) In the event of scheduled maintenance, the Provider undertakes, where possible, to notify the Client at least one week in advance.
The Provider's liability shall not be engaged for the foregoing, except in the event of proven gross non-performance on its part.
The Provider is not liable for Software malfunctions resulting from improper use by the Client. The Client may be temporarily or permanently denied access to the Software or the Client Back-Office in the event of non-compliance with the terms of use stipulated in Article 7 and, more generally, with these General Terms and Conditions.
6.5. Technical Support
Technical support, enabling Users to contact the Provider to report anomalies affecting the Software or Services or for any questions regarding their use, is available by contacting the Provider at support@mrsuricate.com
The Provider will assign a dedicated point of contact to the Client. This contact will be available on all business days from 9 AM to 12 PM and 2 PM to 5 PM. The Provider commits to ensuring that response times do not exceed 4 hours within the specified timeframes. In the event of the dedicated contact's absence, the Provider must notify the Client of the unavailability and ensure their replacement by a similarly qualified contact.
7. Term of the Contract - Early Termination
7.1. Contract Duration
The initial term of the Contract concluded between the Provider and the Client is specified in the Special Conditions. Subject to the provisions of the Special Conditions, the Contract will, upon expiration of the initial period, be tacitly renewed for periods of the same duration as the initial term, unless terminated by either Party with written notification to the other Party at least one (1) month prior to the expiry of the current contractual period.
7.2. Early Termination
Either Party may terminate the Contract early, at any time by written notification, in the following cases:
(1) Failure by the other Party to fulfill its obligations, provided that a prior formal notice to remedy said failure has remained without effect for a period of one (1) month
(2) Occurrence of a force majeure event, as defined by Article 1218 of the Civil Code, rendering the performance of the Contract permanently impossible or whose effects last longer than 30 (thirty) calendar days;
(3) Commencement of insolvency proceedings (redressement judiciaire) or judicial liquidation of the other Party.
7.3. Consequences of Termination
The termination of this Contract, for any reason whatsoever, shall not affect:
(1) The accrued rights, liabilities, or remedies of the parties, including payments due as of the effective date of termination
(2) The coming into force or continued effectiveness of any provision of this Contract expressly or implicitly intended to come into or remain in force from the date of termination.
Any subscription to the Services entered into by the Client, as well as the Software usage license granted to the Client by the Provider, shall cease immediately upon the effective termination date of the Contract.
As of the effective termination date of the Contract, each Party undertakes to immediately cease all use of the other Party's name, brand, logo, or any other intellectual property element. No indemnity shall be due from one Party to the other Party upon termination of the Contract.
8. Intellectual Property
8.1. Provider's Intellectual Property Rights
The ownership and intellectual property rights attached to the name, brand, logo, or any other intellectual property element of each party shall remain the exclusive property of that Party. Specifically, the general structure of the Website, as well as the texts, questionnaires, graphics, images, sounds, and videos comprising it, and those comprising the Software and the Scenarios, are the exclusive property of the Provider or its partners. Any representation, reproduction, and/or partial or total exploitation of the content and services offered by the Website, the Software, and the Scenarios, by any means whatsoever, without the prior written authorization of the Provider and/or its partners, is strictly prohibited and may constitute an infringement within the meaning of the Intellectual Property Code.
The data, website structures, sales funnels, and content to which the Provider will have access for the execution of the Services remain the exclusive property of the Client. The Provider is prohibited from reproducing, imitating, or transmitting any element to which it has access to third parties.
8.2. Right of Use and Reproduction
However, the Client expressly authorizes the Provider, for the duration of the Contract and for the purposes strictly necessary for the performance of the Services, to use and reproduce the intellectual property elements belonging to the Client.
8.3. Ownership of the Tool
The Provider remains the sole owner of the property rights and all intellectual property rights pertaining to the Mr Suricate scenario creation tool. In consideration of the payment for the Services, the Provider grants the Client a personal, non-exclusive, and non-transferable right to use the tool for the duration of the Contract.
8.4. Confidentiality
Within the scope of this article, the terms « Confidential Information » encompass all information and data of any nature (financial, technical, organizational, commercial, etc.), regardless of its form, transmitted to the other Party or brought to the knowledge of the other Party, in writing, orally, or by any other means, by or concerning it.
Each Party shall transmit to the other Party, to the extent it is authorized to do so, only the Confidential Information it deems relevant to the purpose of this Agreement.
The Parties guarantee that the transmission of Confidential Information by and between them does not contravene the laws and regulations of their respective countries.
Each Party undertakes for three (3) years from the end of their contractual relationship that the Confidential Information:
(a) be protected and kept strictly confidential, and in particular be treated with the same degree of caution and protection that the other Party affords to its own Confidential Information of similar
importance, and at a minimum with a reasonable degree of caution and protection; and
(b) shall be disclosed internally only to those members of its personnel or its executives who need to know it and shall be used by them solely for the purpose defined in the preamble of this Agreement; and
(c) not be used, in whole or in part, for any purpose other than that defined herein, without the prior written consent of the other Party; and
(d) shall not be disclosed or be liable to be disclosed, either directly or indirectly, to any third party or to any persons other than those mentioned in sub-paragraph (b) above, with the exception of its external consultants subject to a professional obligation of confidentiality and its statutory auditors; and
(e) shall not be copied, reproduced, or duplicated, in whole or in part, when such copies, reproductions, or duplications have not been specifically authorized in writing by the other Party.
All Confidential Information and its reproductions shall remain the property of each Party and must be returned immediately upon its request and, in any event, at the termination of their contractual relationship. This provision shall not apply when a Party is compelled to retain any of this Confidential Information by virtue of applicable laws or regulations, or by any competent judicial, administrative, or regulatory authority.
Each Party acknowledges that its confidentiality obligations are essential and that their non-compliance would cause harm to the other Party.
Each Party reserves the right to claim compensation for any damages from the other Party in the event of the latter's breach of its obligations, without prejudice to the foregoing, each Party shall have no obligation and shall not be subject to any restriction with regard to any Confidential Information for which it can provide proof:
(a) that it entered the public domain prior to its disclosure or thereafter, but in the latter case, without any fault attributable to it; or
(b) that it was already known to it, which can be demonstrated by the existence of appropriate documents in its records; or
(c) that 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) it has 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.
9. Warranties
The Provider guarantees that the Software is developed according to industry best practices and is capable of enabling the performance of the Services agreed upon with the Client.
It notably guarantees that the Software is regularly subjected to security updates and continuous protection against malicious software, in accordance with industry best practices.
It guarantees the undisturbed use of the Software.
In this context, the Provider declares having acquired all rights and authorizations pertaining to the Software and guarantees the Client peaceful enjoyment of the rights granted to them against all disturbances, claims, or evictions whatsoever. The Provider undertakes to fully indemnify the Client in the event of a claim by an injured third party. This indemnification will cover all sums charged to the Client for damages and interest, as well as all procedural costs and professional fees (lawyers, experts, etc.) related thereto.
10. Liability - Insurance
10.1. Liability
The Provider undertakes to perform the Services in compliance with the commitments made under the Contract and in accordance with applicable laws and regulations.
The Provider is bound only by an obligation of means towards the Client regarding the performance of the Services. The Provider shall be responsible for the proper execution of its obligations under the Contract, particularly in the event of breach, default, or negligence in the performance of the Services resulting in direct harm to the Client.
The Provider's liability shall be excluded or reduced if the improper performance of the Services results from a breach by the Client under this Contract, including, in particular, its obligation to provide the Provider with timely, accurate, and comprehensive information necessary for the proper execution of the Services, notably the Acceptance Test Plan when it is to be established by the Client. The Provider understands and accepts that it has a duty to advise the Client in its capacity as an IT professional and expert in the operation of its software, and that the limitation provided in this paragraph shall only apply if it demonstrates having perfectly fulfilled this obligation.
These provisions shall apply to the Provider's subcontractors, who shall be responsible for their selection and supervision and guarantee their compliance with the stipulations herein.
10.2. Insurance
The Provider certifies that it is insured under its professional civil liability by a reputable and solvent company for all tangible and intangible damages resulting from the Provider's performance of its obligations under the Contract.
11. Processing of Personal Data
In accordance with Regulation (EU) 2016/679 (referred to as the "General Data Protection Regulation" or "GDPR") and amended Law No. 78-17 of January 6, 1978, pertaining to data processing, files, and freedoms, the Provider is required, within the scope of executing the Contract, to collect personal data concerning the User. This data is processed by the Provider, as necessary
- for the execution of the Contract and, where applicable, for the execution of pre-contractual measures taken at the User's request,
- for compliance with the legal and regulatory obligations incumbent upon the Provider and/or
- for the legitimate interests of the Provider.
This data is not transferred outside the European Union.
Any natural person whose personal data is processed by the Provider benefits from a right of access, rectification, erasure, and data portability concerning this data, as well as a right to restriction of processing and a right to object to the processing performed on this data.
Any request for additional information or for the exercise of the aforementioned rights must be sent by email to suricate@mrsuricate.com or by postal mail to the address specified in the Preamble. Any request for additional information or for the exercise of the aforementioned rights must be sent by email to dpo@mrsuricate.com.
12. Independence of the Parties
The Provider acts in its own name and on its own behalf. Consequently, the Provider has neither the power nor the authorization to bind the Client in any way whatsoever without its prior express written consent. No provision of the contractual documents shall be interpreted as creating between the Provider and the Client a mandate, any joint entity, or an agent-employer or employee-employer relationship.
The Provider and the Client acknowledge that they are and shall remain, throughout the duration of the Contract, independent commercial and professional partners, each bearing the risks of its own activity.
13. Ethics and Compliance
The Provider undertakes to comply with the applicable legal and regulatory provisions concerning the fight against corruption and influence peddling, as well as related international principles. The Provider commits to identifying and avoiding situations and risks of conflicts of interest, and to inform the Client of any such situation or risk.
The Provider also undertakes to remain vigilant regarding the integrity of its business relationships to detect any risk of money laundering and terrorist financing (ML/TF), in compliance with applicable regulations. Any violation by the Provider or the Client of the provisions of this Ethics and Compliance clause constitutes a contractual breach, entitling the other party to proceed with the suspension and/or termination of the contract under the terms and conditions set forth in Article 7.
14. Audit
Throughout the term of the Contract, the Service Provider shall authorize the Client to conduct, either independently or at the Client's expense, audits performed by independent auditors, provided these auditors are bound by a confidentiality agreement and their activities are not directly competitive
with those of the Service Provider. These tests and audits may cover all or part of the Services, including those performed by subcontractors, to ensure compliance with its contractual obligations, specifically: the conformity of the Services with the Contract's provisions, and particularly with the Service Level Requirements. The Client must notify the Service Provider in writing of its intent to conduct such an audit, observing a fifteen (15) calendar day notice period.
The audit duration shall not exceed two (2) business days, and a period of twelve (12) months must be observed between each audit.
All data collected during the audit will only be accessible to authorized personnel who are bound by a confidentiality agreement. All audit evidence will be destroyed after the report is submitted, with one copy provided to the Service Provider.
The Service Provider undertakes to grant the Client, or the entities designated by the Client to conduct the audit, access to the information necessary for the fulfillment of their mission and access to the sites where the Services are provided. Specifically, the Service Provider shall fully cooperate with this audit by providing access to knowledgeable personnel, premises, physical and technical environments, documentation, infrastructure, application software related to the Services, and all relevant information reasonably required for the audit's execution. It is explicitly agreed that the Service Provider's source code will not be made available to the auditor; however, authorized Service Provider personnel may demonstrate specific sections during the audit to address questions raised. Security audits must adhere to the state of the art. Therefore, any access to sensitive information or the source code of applications developed by the Service Provider must not result in any information leakage.
An audit report must be prepared and delivered in its entirety and identically to both the Client and the Service Provider. The audit costs shall be borne by the Service Provider if deficiencies are identified during the audit.
15. General Provisions
15.1. 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 prompted one of the parties to enter into the contract.
15.2. Applicable Law - Mediation - Jurisdiction
The General Terms and Conditions, and more broadly the Contract, are governed by French law.
For any dispute related to the conclusion or execution of the Contract, the Client must, prior to any other action, contact the Service Provider to seek an amicable resolution. The Client may submit a written complaint via email to suricate@mrsuricate.com or by postal mail to the address specified in the Preamble hereto.
Without prejudice to the foregoing, any dispute arising from the formation, execution, or interpretation of this Contract shall be subject to the jurisdiction of the Nantes Court.
