The GIDE SARL, established in 1995, whose registered office is at 17 rue Lanoue Bras de Fer, 44200 Nantes, France, registered with the RCS under the SIREN number 400 076 436, website owner of "www.my-nps.com" and software " my-NPS.com ", represented by Anne Cousin, in her capacity as Manager, legal representative, hereinafter " GIDE SARL",
ON THE ONE HAND, AND
The client, ie any person or entity who subscribes to one of the services available on the website "www.my-nps.com", hereinafter referred to as "CLIENT"
ON THE OTHER HAND
individually called "Party" and together referred to as "Parties".
IT HAS BEEN PREVIOUSLY SET FORTH THAT:
This text has been translated from the French version of this website. Nevertheless, if the translation is not entirely accurate or misunderstood, it is the contract written in French which will prevail in case of a dispute.
GIDE SARL is an agency specialised in market research surveys and online polls. It officiates as SaaS provider. A SaaS provider supplies enterprise applications leased online. GIDE SARL offers to its clients the use and availability via the Internet of the Software "my-NPS.com" in SaaS mode under the Licensing framework subscribed by the Client.
GIDE SARL reserves the right to modify at any time these Terms and Conditions, available online on the website "www.my-nps.com". The new Terms and Conditions are retroactive and are valid in the way of an amendment to this contract, at each new billing cycle for clients. Clients will be notified at least 15 days before the next billing cycle of the new Terms and Conditions so that they can unsubscribe from the service if they wish.
This Agreement is intended to define the rights and obligations between the Parties within the framework of the provision of licences and other provisions by GIDE SARL to the Client. Only the French law is applicable to our Terms for the sale of goods or services.
The client agrees to pay the price set to GIDE SARL, at the time of subscription for a licence. GIDE SARL is committed to providing the means for using the licence chosen by the Client and under the Terms and Conditions, after payment of the Licence Subscription.
Licences have on the software: "my-NPS.com". The choice of Licences get back to the Client according to the options that are proposed on the website "www.my-nps.com".
Client agrees to the terms of this contract, the Terms and Conditions and Terms of Service without reservation. The Parties agree that their interactions will be governed exclusively by these Terms and Terms of Usage. The Agreement is indivisible. GIDE SARL may at any time break the contract and without any possible compensation to the Client when using the Licensing and Services outside the framework set by the Terms and Conditions.
4.1 - Fees for the use of the Services
The Client agrees to pay GIDE SARL the corresponding fees for each service or licence purchased or used (including the overruns) in accordance with the pricing which was presented on the website "www.my-nps.com" in the "Features" or "Rates" page. The client is then billed according to the billing method chosen on the page (monthly or annual).
4.2 - Subscriptions
Some of the Services are charged as a Subscription. The subscription will be automatically renewed at the end of each billing cycle, unless you request the cancellation of the automatic renewal, which can be done online or by mail to the customer service at least 15 days before the end of a cycle . You may cancel your auto-renewal at anytime. A started cycle is due in its entirety and it's non refundable.
4.3 - Method of Payment
The fee is payable when placing the order. Payments are made in accordance with the method put forward on the website "www.my-nps.com". At the request of the Client, a paper invoice showing VAT will be sent.
4.4 - Taxes
Unless otherwise stated, taxes related to the sale of the Services, including any associated penalties or interest, are the Client's responsibility. If GIDE SARL is obligated to collect or pay taxes, these will be charged to the Client, unless you provide Gide SARL with a VAT number issued by the competent tax authorities or any other official document of exemption from taxes.
4.5 - Modification of price
GIDE SARL may, at any time, change the prices charged for the use of the Services, provided that the change will take effect only at the end of the billing cycle of the current Subscription. GIDE SARL will inform the Client by email and on its website well in advance of this possible change to allow for a cancellation.
4.6 - Payment Default
Without prejudice of any damages and interests, if there is a default in payment of a Subscription by the Client, GIDE SARL reserves the right to suspend, limit or terminate the Service and/or Contract.
This Agreement shall take effect from the time the client has validated reading this Agreement and has ticked the box "I accept the Terms and Conditions".
The length of the Agreement is concluded and indicated according to the subscription chosen by the Client.
By default, the Agreement and therefore the Subscription that composes it, are automatically renewed by tacit agreement by the Parties, under the same conditions until the next period.
6.1 - Software Description "my-NPS.com"
GIDE SARL provides the client by a remote access, in mode SaaS and using the Internet, the software "my-NPS.com" and its Applications according to the Options that the Client has selected.
The software allows the client to create, send questionnaires NPS and analyse the data. The associated features are described in the Options.
GIDE SARL provides the hosting of the data on its servers.
GIDE SARL maintains, updates and makes the software available to the Client.
GIDE SARL performs backups of the data under the legal requirements of French law.
6.2 - Network
In case of Internet network problems, GIDE SARL can not be held responsible for the unavailability of the Internet network, slowdowns and outages.
The Client must use a sufficient configuration to be able to access the Services, especially in terms of updating the browsers and bandwidth.
6.3 - Access to the Software
The Client will be able to access the software at any time, except at periods of maintenance.
The access is made from the Clients' computers using usernames and passwords chosen by the client and authorised by GIDE SARL. The client agrees to use the personal username and password every time he connects to the GIDE SARL Services.
Usernames and passwords are strictly personal and confidential. The Client agrees to keep the usernames and passwords secret in order to keep the access to the service, to protect data confidentiality and availability of the software, in particular from copying and hacking.
If lost or stolen, the Client will follow the online procedure indicated.
The licence agreement is granted under this contract and for its duration. It allows the client to use the Licenced Software for the number of authorised users in accordance with the intended use and for its own needs. In no case this licence agreement grants an intellectual property right to the Client.
With this licence, the Client is authorised to:
Apart from these rights in this article above and without prejudice to them, the Client is not authorised hereunder to:
The software resorts to certain Applications or functionalities from Third party applications available for free to users and GIDE SARL offers them. If the gratuity of such third party Applications were to come to an end and became payable, GIDE SARL reserves the right to change prices and to pass on the price to the current subscription.This replacement requirement is an obligation which can not justify a termination of the Agreement.
9.1 - Property over the data
The Client is solely responsible for the quality, legality, appropriateness of data and content that he collects for the use of the Application Service. The Client warrants also to hold intellectual property rights to use the data and content. Accordingly GIDE SARL frees itself of all liability for non-compliance data and/or content, to laws and regulations, to public order or to the Client's needs.
f the transmitted data for the use of the Application Service include personal data, the Client guarantees GIDE SARL, he undertook all obligations in terms of the Act of 6 January 1978 (Computer & Freedom), and that he informed the individuals concerned of the use made of this personal data. The Client, as responsible for the data collection will ensure to obtain the proper authorisation from the CNIL, if the specific nature of the data demands it.
Consequently, the Client agrees to indemnify GIDE SARL for all the financial and legal consequences that GIDE SARL may have to bear because of a failure on the Client's part with respect to its obligations concerning the data.
The Client authorises GIDE SARL to consult their results of the surveys NPS, so as to establish an average of the NPS results of all its clients and sector. GIDE SARL will not pass on in any case the name of the client or his personal results to third parties or other Clients.
More generally, the Client is solely responsible for the content and messages broadcasted and or downloaded via the Services.
9.2 - Accessibility and Data Security
Each Party shall commit to implement the appropriate technical resources to ensure data security. Subject to section "Liability" GIDE SARL by its security systems, preserves the integrity and confidentiality of data.
The Client acknowledges that GIDE SARL has no control over the transfer of data via public telecommunications networks used by the client to access the Application modules and in particular the Internet. The Client acknowledges and agrees that GIDE SARL can not guarantee the confidentiality of data when transferring them on the so-called public networks.
The Client is responsible for the creation, design, usage of data by the Users under the use of Application modules and Software. The Client is also solely responsible for the collection and processing of personal data and sensitive data by users. Where the law requires the consent of the person whose data is collected, it is up to the client and its users to request permission to the person concerned.
GIDE SARL is and remains the owner of the property rights regarding all elements of the Application Services, Software and Licences available to the Client.
The temporary provision of the Software and its applications in accordance with the Agreement can not be regarded as the transfer of any intellectual property right to the Client under the French Code of Intellectual Property.
The Agreement does not grant the Client any property rights of the Software.
11.1 – Non-liability
Except as expressly provided herein and to the extent permitted by the applicable law, the services are provided "as is" and GIDE SARL makes no guarantees of any kind, whether intentionally, implied or regulatory, in particular merchantability, fitness for a particular purpose or concerning the availability, reliability or accuracy of the services.
11.2 - Exclusion of certain responsibilities.
To the extent permitted by the applicable law, GIDE SARL, its affiliates, directors, employees, authorised representatives, suppliers and licence lessors shall not be liable for any damages, indirect, insubstantial, specifics, incidental or compensation, including loss of income, loss of use, loss of data, arising from the services and these conditions or in connection with them, regardless of the merits of the claim (contract, tort, strict liability), even if GIDE SARL has been advised of the possibility of such damages and even if the essential objective of an appeal has failed.
To the extent permitted by the applicable law, GIDE SARL's liability held concurrently with its affiliates, directors, employees, authorised representatives, suppliers and licence lessors related to the services and these conditions or resulting from, will not exceed the greater of the following amount: the total the Client has paid GIDE SARL for the use of the services in question for one month.
For indirect damages: Besides, and in case of a proven fault by the Client, GIDE SARL will not be bound to anything other than the compensation of the financial consequences of the direct and foreseeable damages from the Services. Accordingly, GIDE SARL shall in no circumstances incur any liability for loss of indirect or unpredictable damages of the Client or third parties, which includes in particular any loss of profit, loss, inaccuracy or file or data corruption, commercial prejudice, loss of revenue or profit, loss of customers, loss of opportunity, cost of obtaining a product, service or alternative technology, relating or originating from the non-performance or the improper performance of the provision.
11.3 - Force Majeure
GIDE SARL will in no way be held responsible for any damages for harm caused by an interruption or decrease in service of the telecommunications carrier, the electricity supplier, government decisions, hacking or in case of force majeure. Besides, GIDE SARL can not be made liable for the accidental destruction of data by the Client or a third party having accessed the Application services using the log in details given to the Client.
Upon termination of the contract, for whatever reason, GIDE SARL will return the Data to the Client, provided that the latter requests it.
If the Client does not make a request application within 15 days of the termination of the contract, the data will be considered abandoned and will be erased by GIDE SARL.
GIDE SARL makes customer assistance available to Clients and the provision available is detailed in the Options chosen.
This contract and these Terms and Conditions are governed by French law.
The Existing Conditions were originally written in French. In the case of a discrepancy between the translation and the French version, the French version shall prevail.
The Parties undertake to seek a favourable outcome to their possible disputes before all judicial actions.
Failing an amicable solution, disputes will be brought before the competent courts in accordance with ordinary rules.
If the Client is a professional trader, the disputes come under the competent courts in Nantes.
The invalidity of one of the obligations under the Agreement or the Terms and Conditions for any reason whatsoever, shall not affect the validity of other obligations. The parties agree to negotiate in good faith alternative arrangements.