Preamble
The purpose of these general terms and conditions of service is to define the conditions under which the company " MR SURICATE "and hereinafter referred to as "the Service Provider", offers its professional customers various services in connection with "Web Testing" software developed by MR SURICATE which enables automated testing of an internet or intranet site, API or mobile application. MR SURICATE is a société par actions simplifiée (simplified joint-stock company) with capital of 3,810.35 euros, headquartered at 7 rue Mathurin Brissonneau, 44100 NANTES, registered in the NANTES Trade and Companies Register under number 814 768 321.
To download these terms and conditions in PDF format, click here.
1. Definitions
Capitalized terms and expressions used in these General Terms and Conditions shall have the following meanings:
" Customer Back-Office "means the back-office area dedicated to the Customer on the Website, where the reports issued by the Service Provider on the results of the tests carried out, the list of scenarios, their executions and the list of anomalies detected are accessible.
"Test Case" means means the information required by the Service Provider to perform the Services, as referred to in Article 4.
The "test cases" are established by the Service Provider and validated jointly with the customer when the contract is signed. " Acceptance Book "means the document containing all the detailed information required by the Service Provider to perform the Services, as referred to in Article 4.
The "Acceptance Book" is drawn up by the Service Provider following the "Test Case", and the customer has two weeks to validate it jointly with the Service Provider before the start of the "Setup".
" Customer "means the legal entity signatory to the Special Terms and Conditions who uses the Services offered by the Provider.
" User "means the natural persons entrusted by the Customer with the operation of the Software on its behalf. " General Terms and Conditions "means the present general terms and conditions of service, applicable exclusively to the relationship between the Service Provider and the Customer in connection with the use of the Software on the Customer's Production or Pre-Production/Release Platform.
" Special Conditions "means the special terms and conditions agreed between the Service Provider and the Customer, the purpose of which is to supplement these General Terms and Conditions, in particular by specifying the nature and pricing terms of the services provided to the Customer. The Special Conditions are embodied in a quotation drawn up at the Customer's request, accepted and signed by the Customer.
" Contract "refers to all the General Terms and Conditions and the Special Terms and Conditions. The conclusion of the Contract is evidenced by the Customer's confirmation of the Special Conditions, which implies his full and unreserved acceptance of the General Conditions.
" Deliverables "means all work, creations, conclusions, studies, analyses, results, models, elements and, more generally, all media in any format resulting from the performance of the Customized Services in accordance with the Customer's requirements and delivered by the Service Provider to the Customer as part of the performance of the Agreement. In particular, the following are deliverables communicated by the Service Provider to the Customer:
- Email alerts in the event that the Service Provider's Solution robots detect anomalies, - Detailed reports on errors detected by the Solution.
- The weekly report with the results of the scenarios executed.
" Software means the "Web Testing" software developed by the Service Provider in SaaS ("Software as a Service") mode.Software as a Service")accessible on the Internet Site, enabling automated tests to be carried out by the Service Provider's team on the Customer's Internet, intranet or mobile site.
"Offer" means refers to the specific services provided to the Customer by the Service Provider, details of which appear in Article 3 hereof.
" 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 Book" previously validated by the customer.
" Scenario "means a sequence of steps designed to verify the correct operation of a web application, mobile application or API by reproducing a user's interactions and navigation. These scenarios are used to test the elements and functionalities as well as the services to which the Customer subscribes. These include pages, buttons, forms, images, add-to-cart, login, asynchronous requests (ajax) and payment. Test scenarios are also used to identify any malfunctions, also known as "bugs". The scenarios are created by the Customer or by the Service Provider, depending on the Offer chosen.
"Maintenance / minor modification means
(1) updating scenarios in the event of identified false malfunctions or changes to the customer's internet, intranet, API or mobile site,
(2) manual reproduction of Scenarios and feedback of errors to the Customer,
(3) the various e-mail and telephone exchanges with the Customer's Users concerning the services subscribed to.
Scenario maintenance only involves updating the scenario, and does not modify the customer journey, which is the responsibility of the customer.
initially established in the "Test cases". The Service Provider will not be able to ensure this if the customer has 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 scenario concerned.
" Services "means the services offered by the Service Provider in connection with the Software, as presented in Article 3 hereof.
" Website "means the website hosted at the following address: www.mrsuricate.com.
2. Acceptance of General Conditions
The General Terms and Conditions determine the contractual conditions applicable to the relationship between the Service Provider and the Customer.
The Customer is obliged to read the General Terms and Conditions carefully before using the Services offered by the Service Provider. The General Terms and Conditions contain important information about the Customer's rights and obligations, as well as the limitations and exclusions of the Service Provider's liability.
By using the Services, the Customer confirms his full and unreserved acceptance of the General Terms and Conditions, which is expressly acknowledged by the Customer, who waives, in particular, the right to rely on any other document that may be unenforceable against the Service Provider. If the Customer does not accept the General Terms and Conditions, the Customer is requested not to use the Services offered by the Service Provider.
Older versions of the terms and conditions are available on request from suricate@mrsuricate.com.
3. Definition of Offers
The Service Provider mainly offers the following Services in the form of subscriptions: SaaS Offer
The Customer is granted access to the tool. Mr SuricateThe Customer is granted access to the tool, which enables the creation and maintenance of scenarios and the detection of anomalies, up to a limit of forty (40) scenarios, unless otherwise stipulated in the special conditions:
(1) Provision of the Software by means of a limited user license granted to the Customer; (2) Remote training of the Customer's Users in the full use of the Software;
(3) Automated email alert on identified malfunctions;
(4) Customer support for Mr Suricate customer support is available Monday to Friday, 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 working hours. This support covers assistance and advice on the use of our automated testing, monitoring and alerting services, but does not extend to the resolution of problems specific to the customer's code or infrastructure, or to the complete review of test scenarios (see 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 issues not resolved by our first-level support, an escalation process is in place to ensure rapid and efficient resolution.
Full Service Offer
Subject to availability of the SaaS offer, the Service Provider provides :
(5) Provision of the Software by means of a limited user license granted to the Customer; (6) Remote training of the Customer's Users in the use of the Results and KPI part of the Software; (7) Execution of Test Cases ;
(8) Creating a Recipe Book ;
(9) Creation of specific scenarios for Internet, Extranet and Mobile sites;
(10) Issuing reports on test results;
(11) A dedicated account manager
(12) Maintenance;
Maintenance is carried out by the Service Provider's operational department within a maximum of forty-eight (48) hours, on working days and during the Service Provider's working hours, following identification of the action to be taken. The Service Provider will not be able to carry out maintenance if the customer has modified one or more scenarios via the software.
Test Cases and Recipe Books
It is the Customer's responsibility to identify and precisely define its needs before using the Services offered by the Service Provider.
In the event that the Customer entrusts the Service Provider with the creation of test cases and/or acceptance specifications, the Service Provider undertakes to assist the Customer in identifying the relevant test cases in order to best meet the pre-defined requirements, and undertakes to ensure that the Services are carried out correctly.
The Test Cases, including the information necessary for the Service Provider to perform the Services, will be drawn up by the Service Provider in collaboration with the Customer.
An Acceptance Booklet, including all the detailed information required by the Service Provider to perform the Services, will be drawn up in advance, as the case may be, by the Customer, by the Service Provider or in collaboration between the Customer and the Service Provider, based on the Test cases.
If the customer has only validated the Test Cases, these will be valid for the duration of the contract. Scenarios are created by the Service Provider on the basis of the information contained in the Test Cases, which are limited to the number of scenarios specified in the special conditions.
Service Center Offer
The customer has access to the tool Mr Suricate for the creation and maintenance of its scenarios, the detection of anomalies and access to the solution for its customers. The Service Provider ensures :
(1) A user license for up to 5 automaticians, limited to a maximum of 20 parallel executions;
(2) Access to an unlimited number of users with access to the platform excluding editor and maintenance mode;
(3) Face-to-face or remote training of the customer's automation users in the full use of the software;
(4) Automated email alerts on identified malfunctions;
(5) Quality control follow-up. It is available from Monday to Friday, from 9:00 am to 6:00 pm (CET), via email, live chat and telephone. It consists of an in-depth review, up to a limit of twenty (20) active scenarios (having been in a state of failure 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) instances of scenario creation for each new team member, and to the proactive analysis of scenarios by the aforementioned quality control department, or to any scenario review initiated at the explicit request of the customer.
(6) A dedicated account manager and assistance during business hours.
Use of our contact, demo and document download forms
4. Ordering services
4.1. Ordering process
Customers wishing to subscribe to the Services offered by the Service Provider must first send a request using the contact form available on the Website or by e-mail to suricate@mrsuricate.com. The Service Provider 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 that the Services correspond to the Customer's needs before using them. In the performance of the Contract, the Customer may rely on the advice of the Service Provider, in particular for the deployment and parameterization of the Software, which the Service Provider understands and accepts. The Service Provider shall not be held liable for any failure on the part of the Customer to determine its requirements or for any errors made by the Customer in the ordering process.
The Contract will be concluded upon acceptance and signature by the Customer of the quotation ("Special Conditions") drawn up by the Service Provider 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 that the Services may change during the course of their performance. Provided that the scope of the Services remains constant (constant number of simultaneous scenarios) and that changes to the itinerary are minor, no additional invoicing will be required. If a Customer request exceeds the agreed scope, the Service Provider will alert the Customer and send a quotation, which the Customer may accept or reject.
refuse.
The customer may request a quotation, additional scenarios or a revision of existing scenarios by e-mail to his dedicated account manager. This request will be the subject of a new quotation submitted to the Customer, who may accept or refuse without calling the initial contract into question.
4.2 Order processing and creation of a Customer Back-Office
Once the Service Provider has received the "Special Terms and Conditions" signed by the Customer, the Customer will receive an e-mail confirming the registration of the order at the beginning of the "Setup". This e-mail includes the login and password enabling the Customer to access the Customer Back-Office on the Website. The Customer Back-Office is strictly reserved for use by the User in whose name it was created.
The Customer is solely responsible for the content of the information provided at the time the Contract is concluded, and for the confidentiality of the login and password provided to access the Customer Back-Office.
In the absence of proof to the contrary, the data recorded in the Service Provider's computer system constitutes proof of all transactions concluded with the Customer.
The Service Provider proposes the creation of one or more customized scenarios. These will be created progressively from the contract's effective date, after the customer has validated the test cases and/or the recipe book.
5. Financial terms and conditions
5.1. Prices for Services
The Services are offered at the prices in force on the day the Contract is concluded between the Service Provider and the Customer, as specified in the Special Conditions.
Prices are in euros, exclusive of tax. Any change in the VAT rate will be reflected in the price of the Services.
The Service Provider 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 Contract. Price updating will follow the increase in the Syntec index, i.e. 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; P1 representing the discounted price, P0 the initial price before discounting, I1 the Syntec index at the time of discounting and I0 the Syntec index preceding the I1 index by 12 months.
In such a case, the Service Provider will inform the Customer by e-mail. If the Customer does not accept the change in the price 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 Contract as provided herein. In the absence of termination, the previous prices in force will continue to apply.
5.2. Terms of payment
Subject to the stipulations in the Special Conditions, payment of the price of the Services shall be made at the beginning of each contractual period, by bank transfer or direct debit within 30 days of issue of the invoice.
5.3. Default of payment - Late payment penalties
In the event of non-payment on the due date by the Customer of any sum due to the Service Provider, and in application of II. of article L441-10, II of the French Commercial Code, the amount of the late payment penalties is set at an annual rate of ten percent.is set at an annual rate of ten percent ten percent (10%) of the invoice amount, unless the legal interest rate is higher than 3.33%, in which case the late payment interest is three times the legal interest rate. is three times the legal interest rate, interest being due by the sole fact that the contractual term has expired. Interest is calculated prorata temporis over the period of one month.
In the event of total or partial non-payment by the Customer of any instalment, the Service Provider may, at its discretion, immediately suspend the performance of the Services until full payment has been made.nce, the Service Provider may, at its discretion, immediately suspend 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 8.2 (1).
5.4 Flat-rate compensation for collection costs
In application of article D 441-5 of the French Commercial Code, the amount of the fixed indemnity for collection costs is set at 40 euros.
This indemnity, which is separate from late payment penalties, is automatically payable by the defaulting Customer, without prejudice to the Service Provider's right to request additional compensation in the event that the Service Provider is able to justify collection costs in excess of this amount.
5.5. Refusal of an order by the Service Provider
The Service Provider reserves the right to refuse a Customer's order for any legitimate reason in the event of the following being entered
incorrect payment data or rejection of the payment method used.
The Customer shall bear any costs incurred in resolving the problem, in particular in the event of a refusal of payment by the Customer's bank.
6. Terms and conditions of use
6.1. Software license
In consideration of payment of the price of the Services by the Customer as provided in Article 6 hereof, and subject to the Customer's compliance with all of its obligations under the Agreement, the Service Provider grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Services and the Software for the duration of the Agreement only.
6.2. Customer's obligations
This license does not grant the Customer any intellectual property rights over the Software or the Scenarios, which remain the full and exclusive property of the Service Provider. The Customer undertakes to respect the proprietary notices appearing on the Software, the media or the documentation of the Service Provider.
Under no circumstances may the Customer make the Services or the Software available to a third party, nor may the Customer assign all or part of the rights and obligations arising hereunder, whether as part of a temporary assignment, a sub-license or any other contract providing for the transfer of said rights and obligations.
The Customer uses the Software and the results obtained from its use under its sole responsibility. The Service Provider shall not be held liable for any actions taken by the Customer after obtaining the results.
The Customer agrees not to use the Software or the Customer Back-Office for any purpose other than that expressly provided for in the Contract.
The Customer undertakes to use the Software in accordance with these General Terms and Conditions, in particular with regard to the Service Provider's intellectual property rights, with the express recommendations of the Service Provider or its partners and in a manner that is not abusive or fraudulent.
The customer undertakes to make regular back-ups of its data, so as to minimize the consequences of any accidental destruction.
The Service Provider is not liable for any malfunction of the Software where such malfunction is due to misuse by the Customer. The Customer may be temporarily or permanently barred from accessing the Software or the Customer Back-Office in the event of non-compliance with the conditions of use stipulated in the contract.
6.3. Obligations of the Service Provider
The Service Provider warrants that it is the owner of the intellectual property rights enabling it to enter into this license and that this license is not likely to infringe the rights of third parties.
The Service Provider will 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 the Service Provider's control, and subject to any breakdowns and maintenance operations necessary for their proper operation and that of the associated services.
The Service Provider guarantees the security of its servers, in particular by installing anti-malware and firewall software.
The Service Provider will endeavor to limit the duration of any interruptions to access to the Website and the Software and to schedule them, as far as possible, outside working hours. The Service Provider shall not be held liable for any of the foregoing.
In compliance with current standards and industry best practice, the Service Provider undertakes to back up data on a daily basis (including weekends and public holidays) and to store these back-ups for 30 days on computer media other than the hosting platform.
In addition, the Service Provider will make a monthly backup of this data, which will also be stored on different computer media from the hosting platform for a period of one year.
In the event of data loss or damage, the Service Provider undertakes to restore said data within four hours on working days.
The Service Provider executes the scenarios with a recurrence schedule stipulated in the "Special Conditions".
In the case of the Full Service offer, we cannot be held responsible for undetected anomalies occurring outside the scenario launch recurrence periods.
6.4. Internet availability and usage rules
The Service Provider endeavours to provide access to the Website and Software 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the Service Provider's control, and subject to any breakdowns and maintenance operations necessary for their proper operation and that of the associated services. Consequently, the Service Provider cannot guarantee the availability of the Website and the Software, the reliability of transmissions or performance in terms of response time or quality in excess of what has been agreed between the Parties.
The Customer accepts the characteristics and limitations of the Internet, and acknowledges in particular that: (1) The Service Provider assumes no responsibility for Internet services.
(2) The Software Mr Suricate requires Internet availability in order to function and the Service Provider cannot be held responsible for the general unavailability of the Internet.
(3) Data circulating on the Internet may be regulated in terms of use or protected by property rights;
(4) The Customer is solely responsible for the use of the data he consults, queries and transfers on the Internet;
(5) The Service Provider has no control over the content of third-party services accessible on the Internet;
(6) The Service Provider shall endeavour to limit the duration of interruptions to access to the Website and the Software and to schedule them, as far as possible, outside business hours.
(7) In the event of scheduled maintenance, the Service Provider undertakes, if possible, to notify the Customer of the maintenance at least 1 week in advance.
The Service Provider shall not be held liable for any of the foregoing, unless it can be shown that the Service Provider has committed a serious breach of contract.
The Service Provider is not liable for any malfunction of the Software where such malfunction is due to misuse by the Customer. The Customer may be temporarily or permanently barred from accessing the Software or the Customer Back-Office in the event of non-compliance with the conditions of use set out in Article 7 and, more generally, with these General Terms and Conditions.
6.5. Technical assistance
Technical support, enabling Users to contact the Service Provider in order, in particular, to report anomalies affecting the Software or the Services or for any question relating to their use, is available by contacting the Service Provider at the following address on support@mrsuricate.com.
The Service Provider will provide the Customer with a dedicated contact person. This contact person will be available every working day during the hours 9-12/14h-17h. The Service Provider undertakes to ensure that response times do not exceed 4 hours during the time slots indicated. In the event of the dedicated contact person's absence, the Service Provider must notify the Customer of his unavailability, and ensure that he is replaced by an identically qualified contact person.
7. Term of the Contract - Early Termination
7.1. Contract duration
The initial term of the Contract between the Service Provider and the Customer is specified in the Special Terms and Conditions. Subject to the stipulations of the Special Terms and Conditions, at the end of the initial period, the Contract will be renewed by tacit agreement for periods of the same duration as the initial period, unless terminated by one of the Parties by written notice 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 notice, in the following cases:
(1) Failure by the other party to meet its obligations, subject to prior formal notice to remedy said failure remaining without effect for a period of one (1) month.
(2) Occurrence of a case of force majeure, as defined by article 1218 of the French Civil Code, making it definitively impossible to perform the Contract, or whose duration exceeds 30 (thirty) calendar days;
(3) Insolvency or liquidation of the other party.
7.3. Consequences of termination
Termination of this Agreement for any reason whatsoever shall be without prejudice to :
(1) To the accrued rights, liabilities or remedies of the parties, including payments due to the effective date of termination
(2) Upon the coming into force or continuance in force of any provision of this Agreement expressly or impliedly intended to come into force or remain in force upon termination.
Any subscription to the Services taken out by the Customer and the license to use the Software granted to the Customer by the Service Provider shall cease immediately on the effective date of termination of the Agreement.
On the effective date of termination of the Contract, each Party undertakes to immediately cease all use of the name, trademark, logo or any other intellectual property of the other Party. No compensation will be due by one Party to the other in the event of termination of the Contract.
8. Intellectual property
8.1. The Service Provider's intellectual property rights
The property and intellectual property rights attached to the name, brand, logo or any other intellectual property element of each of the Parties 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 the Service Provider or its partners. Any representation, reproduction and/or partial or total exploitation of the contents and services offered by the Website, the Software and the Scenarios, by any process 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 French Intellectual Property Code.
The data, website structures, sales paths and content to which the Service Provider has access for the performance of the Services remain the exclusive property of the Customer. The Service Provider shall not reproduce, imitate or transmit to third parties any element to which it may have access.
8.2. Right of use and reproduction
However, the Customer expressly authorizes the Service 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 belonging to the Customer.
8.3. Property of the tool
The Service Provider remains the sole owner of the property rights and all intellectual property rights relating to the script production tool. Mr Suricate. In return for payment of the price of the Services, the Service Provider grants the Customer a personal, non-exclusive and non-transferable right to use the tool for the duration of the Contract.
8.4. Privacy
In the context of this article, the term "Confidential Information(s)" covers all information and data of any kind (financial, technical, organizational, commercial, etc.), in whatever 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 the other Party.
Each Party will transmit to the other Party, within the limits of what it is authorized to do, 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 contravene the laws and regulations of their respective countries.
Each Party undertakes for a period of three (3) years from the end of their contractual relationship that the Confidential Information :
(a) are protected and kept strictly confidential and in particular are treated with the same degree of care and protection as the other Party accords to its own Confidential Information, and
importance, and at least with a reasonable degree of precaution and protection; and
(b) is disclosed internally only to those of its employees or officers who have a need to know and is used by them only for the purposes set out in the preamble to this Agreement; and
(c) are not 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) not be disclosed or likely to be disclosed, either directly or indirectly, to any third party or persons other than those referred to in paragraph (b) above, with the exception of its external consultants subject to a professional obligation of confidentiality and its statutory auditors; and
(e) not be copied, reproduced or duplicated in whole or in part unless such copying, reproduction or duplication has been specifically authorized in writing by the other Party.
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 at the end 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 competent judicial, administrative or regulatory authority.
Each Party recognizes that its confidentiality obligations are essential and that failure to comply with them would cause prejudice 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 what is provided above, each Party will have no obligation and will not be subject to any restriction with regard to any Confidential Information of which it can provide proof:
(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.
9. Warranties
The Service Provider guarantees that the Software has been developed in accordance with the state of the art and is capable of performing the Services agreed with the Customer.
In particular, it guarantees that the Software is subject to regular security updates and continuous protection against malicious software, in accordance with the state of the art.
It guarantees the peaceful enjoyment of the Software.
In this context, the Service Provider declares that it has acquired all rights and authorizations pertaining to the Software and guarantees the Customer peaceful enjoyment of the rights granted to it against any disturbances, claims or evictions whatsoever. The Service Provider undertakes to fully indemnify 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.).
10. Liability - Insurance
10.1. Liability
The Service Provider undertakes to perform the Services in compliance with the commitments made under the Contract and in accordance with the applicable laws and regulations.
The Service Provider's obligation to the Customer is limited to the performance of the Services. The Service Provider shall be liable for the proper performance of its obligations under the Contract, in particular in the event of failure, defect or negligence in the performance of the Services resulting in direct prejudice to the Customer.
The Service Provider's liability shall be excluded or reduced if the improper performance of the Services results from a breach by the Customer of this Agreement, including in particular its obligation to provide the Service Provider in a timely manner with the actual and complete information required for the proper performance of the Services, in particular the Acceptance Book when this is to be drawn up by the Customer. The Service Provider understands and accepts that it has an obligation to advise the Customer in its capacity as an IT professional and expert in the operation of its software, and that the limitation provided for in the present paragraph shall only apply if it demonstrates that it has perfectly fulfilled this obligation.
These terms and conditions shall apply to subcontractors of the Service Provider, who shall be responsible for the selection and supervision of such subcontractors and shall guarantee their compliance with the provisions hereof.
10.2. Insurance
The Service Provider declares that it is insured for professional civil liability with a reputable and solvent company for all material and consequential damages resulting from the Service 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 Law No. 78- 17 of January 6, 1978, as amended, relating to information technology, files and freedoms, the Service Provider is required, in the context of the performance of the Contract, to collect personal data concerning the User from the User. This data is processed by the Service Provider for the following purposes
- the performance of the Contract and, where applicable, the execution of pre-contractual measures taken at the User's request,
- compliance with the legal and regulatory obligations incumbent on the Service Provider and/or
- for the purposes of the Service Provider's legitimate interests.
This data is not transferred outside the European Union.
Any individual whose personal data is processed by the Service Provider has a right of access, rectification, deletion, portability, limitation and opposition to the processing of such data.
Any request for further information or to exercise 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 further information or to exercise the aforementioned rights should be sent by e-mail to dpo@mrsuricate.com.
12. Independence of the parties
The Service Provider acts in its own name and for its own account. Consequently, the Service Provider has neither the power nor the authorization to bind the Customer in any way whatsoever without the Customer's prior express written consent. Nothing in the contractual documents shall be construed as creating between the Service Provider and the Customer any agency, common entity or employee-employer relationship.
The Service Provider and the Customer acknowledge that they are and remain, for the duration of the Contract, independent commercial and professional partners, each insuring the risks of its own activity.
13. Ethics and Compliance
The Service Provider undertakes to comply with the legal and regulatory provisions applicable to it with regard to the fight against corruption and influence peddling, as well as with the relevant international principles. The Service Provider undertakes to identify and avoid situations and risks of conflict of interest and to inform the Customer of any situation or risk of conflict of interest.
The Service Provider also undertakes to remain attentive to the integrity of its business relationships in order to detect any risk of money laundering and financing of terrorism (BC-FT), in compliance with applicable regulations. Any breach by the Service Provider or the Customer of the provisions of this Ethics and Compliance clause constitutes a breach of contract conferring the right on the other party to suspend and/or terminate the contract under the terms and conditions set out in article 7.
14. Audit
For the entire duration of the Contract, the Service Provider authorizes the Customer to carry out itself or, at its own expense, to have carried out by independent auditors who are subject to a confidentiality agreement and whose activity is not in direct competition with that of the Service Provider.
from the Service Provider, tests and audits of all or part of the Services, including those performed by subcontractors, in order to ensure compliance with its contractual obligations, and in particular: compliance of the Services with the provisions of the Contract, and in particular with the Service level requirements. The Customer shall notify the Service Provider in writing of its intention to have such an audit carried out, subject to a deadline of fifteen (15) calendar days.
The duration of the audit may not exceed two (2) working days, and a period of twelve (12) months must elapse between each audit.
All data collected during the audit will be accessible only to authorized persons and subject to a confidentiality agreement. All audit evidence will be destroyed once the report has been returned, and a copy will be given to the Service Provider.
The Service Provider undertakes to authorize the Customer, or the companies appointed by the Customer to which the audit is entrusted, to access the information necessary for the performance of their mission and to access the sites where the Services are provided. In particular, the Service Provider will cooperate fully in this audit by providing access to knowledgeable personnel, premises, physical and technical environment, documentation, infrastructure, application software relating to the Services and any useful information reasonably required to carry out the audit. It is explicitly agreed that the Service Provider's source code will not be made available to the auditor, but that sections may be shown by an authorized member of the Service Provider's staff as part of the audit to answer questions raised during the audit. Security audits must comply with the state of the art. Thus, any access to sensitive information or to the source code of applications developed by the Service Provider must not cause any leakage of information.
An audit report must be drawn up and sent to the Service Provider in full and in the same form. The costs of the audit shall be borne by the Service Provider in the event of any shortcomings identified during the audit.
15. General provisions
15.1 Partial invalidity
The nullity of a contractual clause does not entail the nullity of the General Terms and Conditions, with the exception of an impulsive and determining clause that led one of the parties to enter into the contract.
15.2. Applicable law - Mediation - Jurisdiction
The General Terms and Conditions and more generally the Contract are governed by French law.
For any dispute relating to the conclusion or performance of the Contract, the Customer must, before taking any other action, contact the Service Provider 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 terms and conditions.
Without prejudice to the foregoing, any dispute which may arise in connection with the formation, performance or interpretation of this Contract shall be submitted to the jurisdiction of the Court of Nantes.
