These are the general terms and conditions for use of the EUDONET Software as a Service (“SaaS”) services (hereinafter the “TOU”) between:
Eudonet is a French SAS incorporated company with a share capital of 12,100,000 € having its head office at 11 avenue Dubonnet COURBEVOIE (92400) France, registered with the Trade and Companies Register of Nanterre under number 531 852 580.
The natural or legal person who has signed this Agreement
(hereinafter, the “Client”)
(individually, a “Party”; together, the “Parties”)
Eudonet CRM, Eudonet Contacts and Eudonet Presse are Services offered by EUDONET.
The Client, having been made aware of the potential, purpose, functions, standard features and operating procedures of the SaaS service identified in the quote, and having had the opportunity (and the necessary time) to request that EUDONET present the Software in detail, has decided to make use of it thereof. The Client acknowledges receipt of all the necessary information and advice to enable it to assess EUDONET’s proposal and confirm that the Software meets its needs.
It is for the Client to ensure that:
It is for the Client to verify, in accordance with standard professional practices, the results obtained using the Software.
The purpose of these TOU is to set forth the Parties’ rights and obligations in relation to accessing the Services and/or using the Software. Access to the Services and/or use of the Software implies knowledge of these TOU and constitutes irrevocable and unreserved acceptance hereof.
"Administrator" means a person with authorised access to administrative functions who is appointed by the Client from among its Users to be responsible for authorisation and access management in connection with the Software.
"Anomaly" means, according to the maintenance service subscription, a software malfunction that EUDONET can reproduce and that prevents the Software from being used as provided in the Documentation.
"Client" means a natural or legal person who enters into an Agreement with EUDONET to access the Services and/or use the Software.
"Agreement" means these TOU, the quote, any future supplements thereto, and the purchase order.
"Purpose" means the purpose for which the Software was designed.
"Documentation" means the user manuals, features guide, and operating instructions for the Software. The Documentation is available in electronic form in the English language. All other documentation, including any commercial documentation and training materials, is excluded from the scope of this Agreement.
"Eudo Touch" means the Eudonet mobile application produced and provided by Eudonet, which enables the Software to be accessed via an Android or iOS smartphone. The application can be downloaded for free from the “Apple Store” and the “Google Play Store” and can only be used with a subscription.
"Login" means the username and password of each User.
"Malfunction" means any difficulty in accessing the Operating Platform that EUDONET detects.
"Operating Platform" means the hardware, Software, operating system, database, and environment provided by EUDONET for use of the Software.
"Software" means all the features of one or more programs and the corresponding Documentation, designed to be made available to multiple users for the same use.
For the purposes of these TOU, Software means:
"Services" means the services provided by EUDONET in relation to the Agreement.
"User" means a user authorised by the Administrator to access the Software in accordance with this Agreement.
The purpose of these TOU is to set forth the terms and conditions of accessing the Services, as well as those relating to corrective maintenance of the Software during the subscription term and to Administrator phone support.
The Agreement will be in effect for a period of one (1) year from the date of the first invoice provided to the Client, unless otherwise provided herein. The Agreement will automatically be renewed for successive twelve (12) month periods on each anniversary date, unless one of the Parties terminates it by sending a registered letter with proof of delivery no less than three (3) months before expiry of the term in progress (hereinafter, the "Term").
4.1 Early termination by the Client
Should the Client wish to terminate all or part of the Services during the Agreement Term, EUDONET reserves the right to charge the Client for costs relating to interruption of the Services, migration, and/or data recovery. The fee schedule of such costs, as amended from time to time at EUDONET’s discretion, is available on the EUDONET website and upon request. The Client acknowledges having read the applicable fee schedule and agrees to be bound by the terms set forth in the latest version thereof.
In the event that the Client wishes to terminate part of the Services during the term, EUDONET will use the price list available on the EUDONET website and upon request to calculate the new applicable fee that will apply from the date of this change.
4.2. Termination for breach
In the event that a Party breaches a material obligation of this Agreement and does not remedy it within thirty (30) calendar days from the date on which the first notice of the breach and the associated risk of termination was sent by registered mail with proof of delivery to the address indicated by that Party, the other Party may terminate the Agreement by sending a registered letter with proof of delivery, without prejudice to the damages that the non-breaching Party may claim under the Agreement (hereinafter, the "Notice of Termination").
Termination will take effect on the date when the Notice of Termination is received, at which time all Client access to the Services will be suspended immediately.
Termination or the end of this Agreement for any reason whatsoever will not give rise to reimbursement of any amounts received by EUDONET.
5.1. The Software can be accessed through the internet only and requires the Client to connect to the internet at the address provided.
5.2. The Client shall be solely responsible for their internet connection and liable for any charges associated therewith, including telecommunications fees.
5.3. The Client acknowledges that EUDONET is not responsible for the secure functioning of the internet telecommunications network and that EUDONET may not be held liable for any consequences resulting from transmission problems, inability to access the Services, operator errors, or third-party interference with the Client’s data as it travels across internet networks.
5.4. The number of Authorised Users will be equal to the number of subscribers identified on the purchase order. Each User will have his or her own user name and password. The Administrator shall be responsible for access management, including:
5.5. The Client undertakes to request a supplementary quote from EUDONET if they need to create more User accounts than the number provided in the Agreement. Should EUDONET discover that the maximum number of Users as provided in the Agreement has been exceeded, the Client shall automatically become liable to EUDONET for an extra charge at the rate in effect at such time.
6.1. EUDONET undertakes to ensure the perennity, continuity, and quality of the Services in keeping with the provisions of this Agreement.
6.2. EUDONET reserves the right to temporarily interrupt all or part of the Services for technical reasons by providing four (4) calendar days’ notice thereof. Where possible, scheduled interruptions will be programmed to take place outside business hours (9:00 am to 6:00 pm, Paris time). In no case may an interruption exceed four (4) consecutive hours during business hours. Routine operations and maintenance procedures (backups, software updates) generally do not require any interruption of the Services. The EUDONET equipment is designed to operate twenty-four hours a day, seven days a week (24/7).
6.3. In the event of any interruption of Services caused by failure of equipment belonging to EUDONET, EUDONET undertakes to use all available means to restore the Services as soon as possible. The Client acknowledges that EUDONET is not responsible for the secure functioning of the internet telecommunications network and that EUDONET may not be held liable for any consequences resulting from transmission problems, inability to access the Services, operator errors, or third-party interference with the Client’s data as it travels across internet networks.
6.4. EUDONET reserves the right to change the Software features at any time.
6.5. In keeping with the rules of physical and logical security in effect on the date on which the quote was signed, EUDONET shall ensure protection of the entirety of the Operating Platform, including output data, processing operations, transmissions, and backups carried out on the Operating Platform. The aforementioned security rules are available from EUDONET upon request and EUDONET reserves the right to change such rules at its discretion. The Client acknowledges having read the security rules and agrees to be bound by the terms of the most recent version thereof.
6.6. EUDONET shall allocate the Client up to 1 GB of disk space for every 25 Users. Beyond this amount, supplementary billing will be carried out at the current rate.
EUDONET shall also allocate the Client up to 20 MB per month for sending email. Beyond this amount, supplementary billing will be carried out at the current rate.
7.1. EUDONET grants the Client the right to use the Software throughout the Agreement Term.
7.2. Because the Client determines who may access the Software, EUDONET may not be held liable for any loss or damage resulting from access to the Software by a User or a by a third party not designated by the Client.
7.3. The Client undertakes to protect and maintain the confidentiality and privacy of the user names and all other information that would enable access to the Software. The Client acknowledges and agrees that such information must remain confidential and must not be disclosed to third parties in any circumstances whatsoever. The Users are solely responsible for the information provided to them by the Administrator to enable them to access the Software. The Client assumes liability for any operation carried out using such information. The Client acknowledges its responsibility to safeguard, conserve, and refrain from disclosing such information, and its liability for the consequences of disclosure and third-party use of the confidential information.
7.4. The Client undertakes, in its own name and in the name of and on behalf of the Users it will designate, to notify EUDONET immediately of any use of the Software access codes that it considers fraudulent.
7.5 The Client acknowledges that it is solely liable for all access to the Software, including for any User violation of the TOU. The Client agrees to comply with the provisions of this Agreement, the provisions of the other documents that the Client must read in order to use the Software, and with any applicable law. The Client further acknowledges that the Users shall comply with same.
7.6. The Client agrees to use the Software in accordance with the provisions of this Agreement and with the requirements and instructions for use, security, and operation set forth in the Documentation provided to the Client. The Client shall use the Software for its intended purpose, solely for the Client’s own needs, and in keeping with the indicated number of Users.
7.7. If it uses Eudo Touch, the Client authorises EUDONET to access:
The Eudo Touch application is available for iOS 9 and Android 4.4.4 (KitKat) or later versions thereof. No action will be performed without the consent of the user. EUDONET also uses analytics which enable it to better understand how Eudo Touch is used in order to improve user experience. These analytics record information such as the number of connections, events that occur while the application is in use (crashes, bugs, etc.), performance, where the application was downloaded or the OS version running on the smartphone. This information is for the exclusive use of EUDONET and is not provided to third parties.
7.8. The Client agrees to protect EUDONET, its affiliates, and its agents with respect to liability and costs arising in connection with a breach of this Agreement by the Client, a User, or any person using the Software.
7.9. The Client acknowledges that it is prohibited: (i) to post, transmit, or distribute in any other manner whatsoever, information that constitutes a criminal offence or that could encourage behaviour that would constitute a criminal offence, or that could give rise to civil liability proceedings, and to use the Software in an illegal manner or in a manner that could prevent, in any way whatsoever, other Users from accessing or using the Software; (ii) to send spam, including: unsolicited electronic mail, inappropriate messages to news groups, misleading commercial messages, mass e.mails, or any other misuse of mail or news servers; (iii) to post or transmit information that contains a virus, cancelbot, Trojan horse, worm, or any other harmful or disruptive element; (iv) to upload, download, post, publish, extract, transmit, reproduce, or distribute, in any way whatsoever, information that (a) is confidential or protected by copyright or another intellectual property right, without the prior authorisation of the right holder; (b) is defamatory, obscene, or contains child pornography, hate literature, or otherwise illegal content; or (c) that constitutes an invasion of privacy or identity fraud or unauthorised linking or framing.
7.10. The Software is the property of EUDONET, its affiliates or the providers of its software components and it is protected by the provisions of the Intellectual Property Code on copyright as well as international treaties on the subject. The Client acknowledges that it must handle the Software as it would any other item subject to copyright.
7.11. In particular, it is prohibited for the Client:
8.1. EUDONET declares that it holds all the necessary intellectual property rights for entering into this Agreement.
8.2. The Client acknowledges that the Software (including the source code, structure, and organisation thereof) constitute valuable and confidential trade secrets for EUDONET and/or its suppliers and that all content libraries, source code, executables, bytecode, and other EUDONET files (hereinafter, the “Files”) shall remain the exclusive property of EUDONET and/or its licensed third-party vendors, which are usually identified. Therefore, the Client also undertakes to refrain from modifying the Software or attempting to decompile, disassemble, or reverse engineer the Software or otherwise attempt to discover its source code. The Client acknowledges that it may not distribute any files whatsoever (including source code and other non-executable files belonging to EUDONET).
8.3. No provision of this Agreement allows the Client to derive the source code of any files provided to it in executable form only, or to reproduce, modify, adapt, translate, use, or distribute such files’ source code.
8.4. This Agreement does not confer any intellectual property rights with respect to the Software or to any third-party components that EUDONET is licensed to provide with the Software. The usage rights that EUDONET grants the Client under this Agreement do not include any transfer of intellectual property to the Client.
9.1. In the event of any claim that the Software infringes upon an intellectual property right in France, EUDONET may, at its choice and expense, replace or modify all or any part of the Software or obtain a licence to enable the Client to use the Software, provided that the Client has complied with the following conditions:
9.2. If none of these measures would be reasonably possible, EUDONET may unilaterally decide to terminate the Agreement and, in that case, shall compensate the Client by reimbursing the payments made over the last twelve (12) months preceding the Notice of Termination.
9.3. For greater clarity, EUDONET’s undertaking to compensate the Client is in connection with the Software content only and does not extend to any intellectual property infringement arising from the way the Software is used or from anything developed using the Software, including the workflow process work that the Client used the Software features to develop.
9.4. The Client hereby undertakes to indemnify EUDONET and its officers, directors, employees, representatives, and agents against any claim or legal action whatsoever instituted by a third party, and for all damages, fees, and expenses, including reasonable legal fees, that are related to failure to comply with this Section namely any intellectual property infringement arising from the Client’s use of the Software or from anything that the Client uses the Software to develop.
9.5. THIS SECTION sets forth THE ENTIRETY OF THE LIABILITY ASSUMED BY EUDONET IN RESPECT OF INFRINGEMENT BY THE SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY EUDONET.
10.1. Throughout the Agreement Term, corrective and technical updates to the Operating Platform will be provided and installed for the Client. EUDONET shall also provide the Client with phone support and maintenance services for the Software (hereinafter, the “Services”).
10.2. As part of this Agreement, EUDONET shall make a team of support consultants available to the Client to provide technical and operational support for the Software.
With the exception of holidays and exceptional days of closure for EUDONET, and excluding cases of force majeur as defined herein, the support team’s hours are from 9:00 am to 6:00 pm (Paris time) Monday to Friday. EUDONET reserves the right to vary these times and shall notify the Client of any new support hours by the means of its choice.
10.3. The Services are limited to:
10.4. The following is expressly excluded from the Services provided by EUDONET under this Agreement:
This Agreement does not cover any additional services recommended by EUDONET or requested by the Client to meet its specific needs. As such, advisory services, training, and consulting, for example, will be subject to a separate Agreement between the Client and EUDONET.
Likewise, phone support for users other than the administrator will be subject to a separate agreement between the Client and EUDONET.
To enable provision of the Services, the Client agrees, inter alia:
13.1. The initial fee that the Client will pay to access the Services will be determined in the quote on the basis of the number of Users that the Client designates and the options chosen mutually as part of this Agreement.
13.2. Upon each renewal of the Agreement, EUDONET shall review the amount of the annual fee by applying the rate of inflation of the SYNTEC index (Chambres syndicale des SSII et éditeurs de logiciels [French association of software and computing services companies] published on the website http://www.syntec-informatique.fr) plus 3 percentage points, with the understanding that the inflation rate applied will be the one observed over the entire period since EUDONET last reviewed its prices. In the event that said inflation rate is negative, the fee increase will be limited to 3%.
13.3. Prices may also vary with changing economic circumstances. EUDONET shall notify the Client of any pricing change by post or email not less than four (4) weeks prior to application thereof.
14.1. Invoices will be issued annually and will be payable within thirty (30) days by cheque or bank transfer.
14.2. By way of derogation from Article 1342-10 of the Civil Code, it is expressly agreed that, in the event that multiple invoices are payable and the Client makes a partial payment, EUDONET will be free to allocate that payment as it sees fit, notwithstanding any indication by the Client to the contrary.
14.3. In the event that invoices are not paid by the due date, any overdue payments will give rise, without notice, to the billing of late payment interest, calculated per day of delay using the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, in accordance with Article L441-6 of the Commercial Code. This interest will run from the day following the payment due date until the day that payment is made.
14.4. Furthermore, in the event of late payment by the Client, a lump sum of forty euros excluding VAT (40 €) for recovery costs will be payable, ipso jure, by the Client. Additional compensation will be sought by EUDONET, in the event that the recovery costs actually incurred are higher than the amount of the aforementioned lump sum.
14.5. The license fee and all other payment amounts herein are indicated excluding VAT, customs duties, withholding taxes, or any other applicable taxes, which are at the Client’s expense. If any withholding tax, customs duties, or import taxes apply, the Client shall pay these taxes to the appropriate tax authorities and shall voluntarily provide EUDONET with proof thereof.
14.6. In addition, and without prejudice to EUDONET’s right to seek damages by any means offered by law or to terminate the Agreement, if the outstanding payment has not been made within thirty (30) days of the due date and where a notice to remedy has remained without effect, EUDONET reserves the right to suspend its obligations under this Agreement, including by suspending access to the Software, until full payment of the principal, penalties, Service restoration charges, and interest charges has been received.
14.7. The Client will be charged Service restoration fees calculated on the basis of the rate in effect at the time of such restoration. As a guide, the Service restoration fees are currently in the form of a flat fee of nine hundred and fifty euros (950€) excluding VAT. Suspension of the Services does not affect the monthly fees owed for that period. The Services will resume as soon as the reason for suspension thereof has been remedied, with no extension to the period underway at that time.
14.8. No compensation may be made without EUDONET’s prior written agreement.
In the event of EUDONET’s bankruptcy or insolvency, the Client reserves the right to request access to the source code for the programs that EUDONET owns, which are filed with the APP (Association pour la Protection des Programmes) in France.
16.1. In the event that the Client or EUDONET terminate this Agreement for any reason whatsoever, the Client may request that its data be backed up on a storage device of EUDONET’s choosing or sent by email. The backup will be carried out within the time limits and at the rates in effect for this service, except if the Agreement is terminated due solely to EUDONET’s failure to ensure the proper functioning of the Services.
16.2. At the Client’s express request, EUDONET undertakes to clear and remove from its system all data belonging to the Client. Such removal will take place within 10 days of the Client’s request.
16.3. If the Client does not make an express request to this effect within one month of termination, EUDONET will be free to erase the data if and when it chooses, without notice to the Client.
17.1. Client’s Liability
17.1.1. The Client and the User undertake to abide by the regulations on intellectual property, protection of personal information, and privacy and to comply with all regulations in force.
17.1.2. The Parties acknowledge that the Client alone has the ability to control and see the information transmitted over the Operating Platform.
17.1.3. The Client warrants that it holds all usage and distribution rights in the territory for all information and data to be hosted by EUDONET and that it is solely liable for the consequences of making such information and data publicly available.
17.1.4. The Client may not include any illegal items in the data hosted by EUDONET, including, for example, any defamatory or racist content, or any undisclosed personal information.
17.1.5. In the event that a judicial authority finds a breach or issues an injunction to remove objectionable content, EUDONET may take any necessary measures to remove such content or to prevent access thereto without the Client’s prior consent. In such case, EUDONET must simply inform the Client, before or after. EUDONET shall inform the Client immediately if it receives any informal complaint or formal notice from a third party that the content is illegal or causing it harm.
17.1.6 If it appears to EUDONET that data hosted on behalf of the Client is clearly illegal, EUDONET may take all necessary measures to remove access or prevent access to the contentious content and will inform the Client thereof.
The suspension or interruption of access to the content for the above reasons will not entitle the Client to any compensation from EUDONET.
Furthermore, the Client will be liable to EUDONET for full payment of the agreed-upon fees throughout the suspension or interruption period.
In all cases, the Client absolves EUDONET of any financial or other consequences of any remedy, legal action, and, a fortiori, any conviction to which EUDONET may be exposed for hosting illegal data for the Client as part of this Agreement.
17.2. EUDONET’s liability
17.2.1. Within the limits of the applicable law and regardless of the cause, EUDONET may not be held liable for any direct or indirect damage whatsoever (including commercial or financial harm or operating losses that could affect the Client or User, or any loss of data) that arises from an inability to access the Services or a use made of the Services. EUDONET’s liability cannot be engaged in the event of Force majeure or other events beyond its control.
17.2.2. EUDONET nonetheless undertakes to take all reasonable measures to ensure data integrity, including through:
17.2.3. EUDONET may not be held liable for any legal action brought against the Client or the User due to illegal use of the Software.
17.2.4. EUDONET is subject under this Agreement to an obligation of means and will not be held liable for any delay in the performance of the Services.
17.2.5. Furthermore, EUDONET’s liability may not be engaged in the event of a misapplication of operating advice provided by the support team, a failure to apply such advice, or an application of advice from a source other than EUDONET.
17.2.6. In no case may EUDONET be held liable toward third parties for any indirect harm, including operating losses, commercial losses, loss of goodwill, loss of orders, business disturbances of any kind, loss of profit, or damage to brand image.
17.2.7. Other than infringement actions, any legal action brought against the Client by a third party constitutes an indirect loss, and as such cannot give rise to compensation.
17.2.8. If a final decision of a competent court should find that EUDONET’s liability has been engaged in connection with this Agreement, any compensation that could be claimed against EUDONET would be expressly limited to the amount of the fees collected by EUDONET for provision of the Services for the six (6) month period that is underway at the time when the harm occurred.
17.2.9. The Parties expressly agree and the Client accepts that the provisions of this Section will continue to apply even in the event of termination of this Agreement as evidenced by a final court decision.
17.3. These provisions establish the sharing of risk between EUDONET and the Client. The price reflects this risk sharing and the aforementioned limitation of liability.
The Client declares that it understands the nature and limitations of the internet, and acknowledges:
The Client understands and expressly agrees, subject to the applicable legal provisions, that:
Either Party will be fully released from liability if its partial or complete failure to perform the obligations to which it is bound is the result of a force majeure.
In cases of force majeure, performance of the Agreement will first be suspended and the Parties shall meet to determine the terms of the potential continuation of their relationship.
If the event of force majeure lasts for more than one (1) month, the Agreement will be terminated automatically unless otherwise agreed by the Parties.
In addition to those usually upheld by the common law of the French courts and tribunals, the following are expressly deemed to be cases of force majeure or fortuitous events: interruption, disruption or congestion of the telecommunications network, poor quality electric current, transport or supply disruption for any reason, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory changes to business practices.
21.1. Changes to the TOU
EUDONET reserves the right to amend the TOU at any time. Any amendments will enter into force and apply to all Clients and Users as of the date on which EUDONET notifies the Administrator thereof.
All data belonging to the Client and managed by the Services is and remains the property of the Client. EUDONET undertakes to keep such data confidential and to refrain from making any copy thereof other than as technically required for backup purposes. EUDONET undertakes to refrain from using the data in any way other than for statistical purposes or to perform its obligations under this Agreement.
The Client undertakes to keep all documents, data, and information concerning the services provided by EUDONET under this Agreement strictly confidential.
The failure of either Party to prosecute a breach of any obligation of this Agreement may not be construed thereafter as a waiver of such obligation.
The Client may in no way assign, sub-license, sell, or transfer in any other way its rights under this Agreement without EUDONET’s prior written consent.
21.5. Whole agreement
This Agreement expresses the full obligations of both Parties.
In the event of a difference of interpretation between a heading and the clause to which it refers, the headings will be deemed to be non-existent.
No general or specific term or condition contained in the documents provided by the Client forms a part of this Agreement, nor may it contravene or change the scope hereof, with the exception of any additional Client orders accepted by EUDONET.
Except as specifically stipulated herein, the Agreement may only be modified by way of a written amendment duly signed by the persons authorized or mandated by the Client and EUDONET.
If one or more provisions of this Agreement are held or declared to be invalid under a law or regulation or following a final decision of a competent court, the other provisions will retain their full scope and effect and the Parties agree that they will cooperate to draft a similar provision that removes the invalid aspect of the previous one.
21.7. Commercial use
EUDONET may use the Client’s name and logo to promote the Software.
Eudonet CRM, Eudonet Contacts, and Eudonet Presse are registered trademarks belonging to EUDONET. The Client and the User agree not use or distribute them in any way whatsoever without EUDONET’s express authorisation.
To be valid, all notice must be given by registered mail with proof of delivery to the address indicated in this Agreement.
Without prejudice to any damages, the Client undertakes to refrain from hiring any EUDONET contributor during the Agreement Term and for a period of two (2) years from expiry of the final agreement.
21.11. Data protection and freedom
All personal information regarding the Client or the User that is gathered in the context of this Agreement is subject to the provisions of the update to French Data Protection law on 31st January 2017, modifying law n° 78-17, dated 6th January 1978. The Client may also request that such information not be provided to third parties by sending EUDONET an email to this effect.
21.12. Applicable law and jurisdiction
This Agreement is governed by French Law.
In the event of a dispute and following an attempt to reach an amicable settlement, jurisdiction is expressly assigned to the Tribunal de commerce de Nanterre (Hauts de Seine) [Nanterre Commercial Court] notwithstanding concurrent defendants or third-party complaint, including for ex parte or urgent proceedings, and proceedings for payment orders and subsequent actions.