Terms of service

Alcméon Software Solutions
Terms of Service

(Version of December 2023)

Preamble

These Terms of Service constitute a binding agreement (the “Agreement”) between you or the entity you represent (“you” or the “Client”) and Alcméon (the “Service Provider”) and together shall be defined as the Agreement. They set out the basis upon which you subscribe to and use the software-as-a-service platform solutions developed and operated by Alcméon (the « Software Solutions »). 

The Service Provider is a reputable online software applications publisher, especially known for its management of business-to-customer conversations on social media networks and digital instant messaging applications.

The Client, which is a renowned brand, wishes to use the Software Solutions in order to interact with its customers on social media networks and digital instant messaging applications.

The Client and the Service Provider are hereinafter individually referred to as the “Party” and jointly as the “Parties”.

  1. INTELLECTUAL PROPERTY 
    1. Software Solutions user licence

The Service Provider shall grant the Client a personal, non-exclusive and transferable right to use the Software Solutions throughout the term of the Agreement and for the whole world.

The right of use means the right to represent and implement the Software Solutions according to their purpose, in SaaS mode via a connection of an electronic communications network.

The transfer of the right of use of the Software Solutions may only take place in the context of the implementation of the Agreement if the Client wishes to involve a third party together with it in the performance hereof.

In the event of the transfer of this Software Solutions licence, the Client undertakes to inform the third party of the Agreement’s provisions which the third party shall be deemed to be aware of, the Client being responsible for the respect by the third party of the Agreement’s provisions.

The Client undertakes to only use the Software Solutions in accordance with its requirements and their documentation. In particular, the Software Solutions user licence is only granted with the aim of allowing the Client to use the Software Solutions, to the exclusion of any other purpose.

The Client shall be prohibited to adapt, modify, translate, arrange, distribute, decompile, as well as reproduce elements of the Software Solutions.

    1. Client’s Intellectual Property 

The Contract does not bestow upon the Service Provider any total or partial right of any nature whatsoever to the trademark, name or logo of the Client or any of its related or associated companies. Nevertheless, the Service Provider may publicly mention its collaboration with the Client, after the Client’s prior approval and without giving details on the terms and conditions of this collaboration.

  1. CLIENT’S DATA
    1. Data

The Service Provider acknowledges that the Client’s data (the “Data”) is and remains the exclusive property of the Client, and that the Service Provider does not acquire any right to the said Data, with the exception of a right of use strictly limited to the requirements of the performance of contractual obligations.

The Service Provider undertakes to:  

  1. Only process Data for the exclusive purpose of carrying out acts strictly necessary for the smooth performance of the Agreement;
  2. Maintain, and have maintained by its employees in the strictest secrecy, at all times and in good faith, the Data and to process it in such a way as to preserve at all times the confidential and private nature thereof;
  3. Not to communicate to third parties, free of charge or against payment, all or part of the Data, and irrespective of the form of this communication (including in particular the written, oral, digital or manual form), and irrespective of the capacity of the third party (including in particular, any public or private person, natural person or legal person, whether having any financial link to the Service Provider or not);
  4. Not to make a copy of all or part of the Data or create or exploit a database of Data, except for the requirements and strictly within the limits required for the performance of the Agreement;
  5. Set up and maintain technical and organisational measures in order to prevent any access or fraudulent use of Data and to prevent any loss, alterations and destruction of Data in accordance with high security standards;
  6. Immediately inform the Client after having acquired knowledge of any accidental destruction, loss, alteration, disclosure or unauthorised access to the Data and its recommendations for recovering the affected Data; 
  7. Respond as soon as possible to any written request by the Client to evaluate the security measures introduced to preserve the security, integrity and confidentiality of the Data, whether personal or not.
    1. Personal Data

In the performance of the Agreement, the Parties undertake to respect the regulations in force, applicable to personal data (the “Personal Data”) processing and, in particular, the regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 applicable as of 25 May 2018 as well as the French Data Protection Act 78-17 of 6 January 1978 (hereinafter the “Applicable Legislation”).

In performing its services, the Service Provider is likely to process Personal Data relating either to employees, representatives or subcontractors of the Client, or to the Client’s customers.

The Parties agree that the Client shall remain the “data controller”, in the meaning of the Applicable Legislation, of the Personal Data of the Client’s employees and customers, and that the Service Provider shall act as “data processor”, in the meaning of the Applicable Legislation.

Please review our Platform privacy policy (published at https://www.alcmeon.com/privacy-policy-2-2/) for more information on how we collect and use Personal Data.

  1. WARRANTIES 
    1. Compliance warranty

The Service Provider warrants to the Client that the Software Solutions comply with their description in the Agreement and comply with the most rigorous of standards, laws in force, applicable regulations, rules of the art and customary professional practice.

    1. Contractual warranty

Furthermore the Service Provider warrants the Client against any programming fault from the date of access to the Software Solutions, any defect detected then being the subject of maintenance services. This warranty shall no longer be valid in the event of any inappropriate use of or intervention in the Software Solutions by the Client or by any third party at the Client’s request.

    1. Compatibility warranty

The Service Provider warrants the compatibility of the Software Solutions with the following browsers: Firefox, Chrome and Safari for versions of less than 12 months, Internet Explorer version 10 and higher.

    1. Guarantee of peaceful enjoyment

The Service Provider represents that is has the intellectual property rights to enter into the Agreement and in this regard, it warrants that the Software Solutions that it has undertaken to provide do not constitute a counterfeit of a pre-existing work, of any nature whatsoever, such that it is not likely to infringe the rights of third parties. 

In this regard, the Service Provider shall be liable for all damages and court costs to which the Client may be sentenced in terms of a court ruling based on counterfeiting within the limits specified by Clause 4 below. 

  1. LIABILITY

The Service Provider shall be fully liable to the Client for any damage resulting from:

The Service Provider undertakes to hold the Client harmless against any damage caused to goods or persons resulting from or linked in any manner whatsoever to an error, omission, fault and/or negligence by the Service Provider or its agents in the performance of the Agreement, suffered by the Client and its employees as well as any damages, charges or expenses incurred, including but not limited to all fees and legal, court or other costs.

It is nevertheless expressly agreed between the Parties that the Service Provider’s liability in terms of this Agreement shall be limited to the amount of sums that it shall have received under the Agreement within the 12 months prior to the occurrence of the damages.

  1. RESTRICTIONS OF USE

You shall not access, store, distribute or transmit any viruses, data or any material during the course of your use of the Software Solutions that:

     a) is unlawful, harmful, threatening, defamatory, obscene, abusive, infringing, harassing or racially or ethnically offensive;

     b) invades another person’s privacy or is in breach of applicable privacy laws; 

     c) facilitates illegal activity;

     d) depicts sexually explicit images;

     e) promotes unlawful violence;

     f) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or

     g) causes distress, damage or injury to any person or property.

  1. CONFIDENTIALITY

Each Party may be given access to confidential information (the “Confidential Information”) from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:

     a) is or becomes publicly known other than through any act or omission of the receiving party;

     b) was in the other party’s lawful possession before the disclosure;

     c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

     d) is independently developed by the receiving party, which independent development can be shown by written evidence; or 

     e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform this Agreement.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms and conditions.

  1. DURATION

The Agreement shall commence on the start date detailed on the order form and shall continue for the minimum term, except in the case of early termination in accordance with the terms hereof. 

Beyond this anniversary date, the Agreement shall be extended for an indeterminate period, and may be terminated at any time by either of the Parties whilst respecting a prior notice period of three months from the written notification of the termination.

  1. TERMINATION

Without prejudice to the exercising of any other actions and rights that might be held by each one of the Parties, the Contract may be terminated rightfully, on simple written notification and without carrying out any other formality, as follows:

  1. by the Client, immediately in the event of a serious breach of one of its substantive contractual obligations; 
  1. by either one of the Parties, in all cases of non-performance by one of the Parties of any one of its obligations in terms of the Contract, other than the above mentioned case of non-performance, following official written notification to remedy this non-performance and/or violation, which has remained wholly or partially without effect for thirty (30) days.
  1. PAYMENT
    1. The Client undertakes to pay the sums specified in the financial conditions agreed upon with the Service Provider for the smooth performance of the Software Solutions.

The Service Provider shall send detailed invoices to the Client and shall include therein, over and above the legal and regulatory information, the order number issued by the Client.

    1. The invoices issued for the Contract shall be settled within a maximum period of thirty (30) days as of month end from the date of issue of the invoice. 
    1. Any invoice not settled on its due date and not contested before the due date of the invoice, shall give rise to the payment of late payment penalties of three times the legal interest rate from the day following the due date of the invoice, on all the outstanding sums owed. Furthermore, from the first day of late payment the defaulting Party shall owe the other Party a lump sum payment for recovery costs of forty (40) euros.
  1. GOVERNING LAW – ASSIGNMENT OF JURISDICTION

The Contract is concluded in accordance with French law and shall be governed by and interpreted according to French law. 

ANY DISPUTE WHICH MAY ARISE ON THE OCCASION AND AS A RESULT HEREOF SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS.