Article 1.Parties to the contract
The parties to the contract are:
- On the one hand: “CORYMBUS”
CORYMBUS, a simplified joint-stock company with a capital of €10,000, having its registered office at 76 Avenue du Général Leclerc, 94100 SAINT-MAUR-DES-FOSSES, registered with the CRETEIL Trade and Companies Register under number B 912 387 628
- On the other hand: “the Customer”
The Customer is the natural or legal person placing an order on the corymb.us site (hereinafter “the Site“) BY ACCEPTING THESE GENERAL CONDITIONS, YOU DECLARE THAT YOU ARE A PROFESSIONAL WITHIN THE MEANING OF THE CONSUMER CODE, THAT IS TO SAY THAT BY ORDERING ON THIS SITE (either for you or on behalf of your company), YOU ACT FOR PURPOSES WITHIN THE SCOPE OF YOUR COMMERCIAL ACTIVITY, INDUSTRIAL, ARTISANAL, LIBERAL OR AGRICULTURAL. YOU THEREFORE ACKNOWLEDGE THAT YOU DO NOT BENEFIT FROM THE RULES PROTECTING CONSUMERS.
In this document, words or expressions beginning with a capital letter shall have the following meaning: “Administrator(s)” means the natural person (s), designated by the Customer at the time of the order, having the most extensive rights to manage the Application. “Application” means the Corymbus software package, developed and published by CORYMBUS, and chosen by the Customer, at the time of conclusion of the Contract. It is specified that the term “software package” refers to a computer program designed to be marketed to several users, offering them the same functionalities as standard. The Application is made available to the Customer by a connection to the Platform via the Internet. The Application is described on the Site. “Authentication” means the procedure by which the User of the Application provides and confirms his identity, by communicating his Username and password. “Database” means the set of data, organized for use by the Application, whose structure is the property of CORYMBUS and the content the property of the Customer. “User Account” means open access to a User. A User Account corresponds to a unique User and a unique Identifier. “Contract” means the contractual set constituted by this document. “Username” means a unique access code assigned to a User and which, associated with a password, allows the User to proceed with his Authentication to access the Application. “Administration Interface” means the computer tool, accessible from the menu of the Application. Changes made via the Administration Interface may modify the amount of the fee due by the Customer, according to the pricing conditions then in force, available on the Site, which will be indicated to the Administrator before the validation of any modification. “Platform ” means the set of servers made accessible to the Client and Users by CORYMBUS, on which the Application runs and on which the Database is hosted, providing an interactive online electronic service in “SaaS” mode, accessible at the address provided by CORYMBUS. “Third Party Programs” means computer programs (including open source software) that do not belong to CORYMBUS and that are or will be integrated into the Application. “SaaS” (Software as a Service) refers to the remote provision of the functionalities of the Application, using Internet technologies and accessible via the Internet, the Application and the Database it processes remaining on the CORYMBUS Platform. “User” means a natural person authorized by the Customer, via the Administration Interface, to use the Application.
The purpose of this Agreement is to define the conditions under which:
- CORYMBUS grants the Client, who accepts it, a right of remote use in SaaS mode of the Application;
- CORYMBUS provides the Customer with associated services;
- The Customer undertakes to pay the contractual fee.
Article 4.Contract documents
Any order on the Site is final and implies the prior consultation and unreserved acceptance by the Customer of these General Conditions, regardless of the clauses appearing on the documents emanating from the Customer. These General Terms and Conditions apply to all contractual relations between the Parties. The contractual information is confirmed by e-mail or, failing that, by post to the address indicated by the Customer. The General Terms and Conditions and all orders, including any annexes thereto, constitute the “Contract” binding the Parties.Any derogation from these General Terms and Conditions must be the subject of a written agreement, signed by a duly authorized representative of CORYMBUS. These General Terms and Conditions prevail over any other previous contractual document, notwithstanding any clause to the contrary. They will also prevail, in case of contradiction, over orders or contractual documents concurrent or posterior, unless the Parties expressly stipulate by a clear and unequivocal clause that they intend to derogate from one or more provisions of the General Conditions.
This Contract enters into force on the date of its acceptance by the Customer, this acceptance being manifested by the “click” of final validation of the order by the Customer, which has the same value between the parties as a signature. It is concluded an initial duration of 15 days (freelance version) or 1 month (Enterprise version) corresponding to the duration of the free trial period, mentioned in Article 6. At the end of this initial term, as well as at the end of each subsequent annual period, if the Customer announces its decision to continue using the Application by making the online payment of the fee, the Contract will continue for a period of one (1) year. In the event of termination by the Customer, the Customer assumes full responsibility for the consequences of the termination of the Contract, in particular in terms of continuity of its internal management.
Article 6.Trial period
CORYMBUS allows the Client to become aware of the operation and functionalities of the Application during the initial free period, the duration of which is 15 days for the “Freelance” version and one month for the “Enterprise” version. The Customer may therefore freely verify, under his responsibility, before continuing the Contract by proceeding to payment, that the Application, its user interface, its ergonomics, the architecture of its Database and the technologies implemented by the Application or required for its use, are perfectly in line with its expectations and compatible with its IT environment. No claim or request for refund may be made by the Customer on the grounds that one of these elements is not satisfactory or poses any problem.
Article 7.Content of the Site
CORYMBUS presents on its Site the services offered, with their main characteristics. The Site includes:
- the price of the services in euros including VAT;
- payment terms;
- the steps to follow to place an order;
- the means for the Customer to check the details of his order and its price before confirmation, as well as to correct any errors.
This information is presented in French. The Customer declares to have read this information. He also declares to have the legal capacity and powers allowing him to commit himself or to engage the company for which he contracts under these general conditions. CORYMBUS reserves the right to modify these general conditions, accessible on the Site at any time and without notice. The general conditions thus modified will be posted on the Site and applicable to any subsequent order. It is therefore the Customer’s responsibility to consult the general conditions before each order and each renewal.
CORYMBUS provides the Customer with the service of access to the Application in SaaS mode 24 hours a day, 7 days a week, subject to interruptions due to maintenance, breakdown or failure external to CORYMBUS. These temporary interruptions may in no case give rise to compensation for the benefit of the Customer. The Application remains on the CORYMBUS Platform and CORYMBUS therefore does not under any circumstances provide a copy of the Application, in any form or on any medium whatsoever, to the Customer. It is the Client’s responsibility to ensure that the data transmitted by him on the CORYMBUS Platform is error-free. When concluding the Agreement, the Customer provides the name and contact details of one or more natural persons designated as Administrator. The license to use the Application granted under this Agreement is granted for a limited number of Users, as set at the time of payment of the fee. Upon written request to CORYMBUS, the Customer will then have the possibility to create additional User Accounts, for each of the Users that the Customer authorizes, under his responsibility, to use the Application. The annual cost of an additional User is mentioned on the Site. Any increase in the maximum number of Authorized Users is made for the entire current annual period, and will result in the payment of a fee on a pro rata temporis basis. It is expressly agreed that if, after increase, the Administrator further reduces the number of Users authorized during the annual period, the fee paid will remain with CORYMBUS. The Identifiers and passwords provided by the Customer to Users are confidential, unique and personal to each Users. The Application may only be used by the Customer, the Users authorized by it, its service providers or third-party suppliers bound by an obligation of confidentiality, solely for the benefit of the Customer, to process the Customer’s data and for the Customer’s internal needs. Customer shall ensure that each person authorized to use the Software in accordance with the Agreement is informed of the Customer’s obligations and undertakes to comply with them. The Client undertakes to ensure the confidentiality and security of the access device so as to allow the use of the Application and access to the CORYMBUS Platform only to Users, to the exclusion of any third party. The Customer undertakes in this respect to ensure that Users do not disclose their Username or password. In case of accidental disclosure (loss, theft, etc.) or voluntary, the Customer undertakes to inform CORYMBUS as soon as he becomes aware of it, by telephone and by registered letter with acknowledgment of receipt. The Authentication of a User by means of an Identifier and a password irrefutably entails imputability, to the holder of the Identifier used, of the operations carried out by means of this Identifier. The contractual fee for the use of the Application includes the provision of disk space allocated to the Customer, on the Platform, when ordering, for the storage of his data. The volume of this space, sufficient for normal use of the Application, is specified on the Site. The Customer has the option of storing on the Platform a larger volume of data than that initially allocated. This excess will be invoiced in addition to the rate mentioned on the Site at the rate then in force.
Article 9.Obligations of CORYMBUS
CORYMBUS undertakes to implement all human and technical means to provide the services subject to this Contract. CORYMBUS undertakes to respect the confidentiality of the personal data communicated by the Customer for the execution of the Contract. CORYMBUS undertakes to comply with the obligations provided for in Article 15 relating to the protection of personal data. CORYMBUS undertakes to have the Application and the Database hosted by OVH and BeeFree (with regard to the images contained in the e-mail campaigns, as subcontracting hosts, or by any other host of its choice) and to ensure their security. Any service not expressly provided for by the Contract, such as training, data migration, etc. must be the subject of a separate contract, on the basis of an estimate established according to CORYMBUS’ current rates.
Article 10.Obligations of the Client
The Customer declares to have been able to ensure the adequacy of the Application to his needs and to have the prerequisites described on the Site. The Customer undertakes:
- to transmit accurately, under its full responsibility, all the information necessary for the execution of the Contract, and guarantees the accuracy of this information. As such, he undertakes to notify CORYMBUS of any modification of this information;
- to pay the contractual fee under the conditions set out in the article “Financial conditions”;
- to respect CORYMBUS’ intellectual property rights;
- not to use the Application under conditions likely to affect the proper functioning or security of the Platform;
- to ensure that all Users are trained in the use of the Application and basic Internet technologies;
- to ensure that the data transferred to the Platform does not interfere with the proper functioning of this Platform or the Application. In particular, it undertakes not to store, on the Platform, data:
- contains or may contain viruses; or
- is unlawful, contrary to morality or infringing the rights of third parties, in particular intellectual property rights.
Consequently, the Client is responsible for the damage that this data or himself may cause to CORYMBUS, a third party, the Platform or the Application and guarantees CORYMBUS against any recourse that may be exercised against it by a third party because of this data. The Customer declares to accept that CORYMBUS sends him e-mails or letters of information, of a technical and / or commercial nature, during the duration of the Contract and for three years after its termination.
Article 11.Intellectual property
CORYMBUS guarantees that it has the intellectual property rights on the Application, as well as on the structure of the Database specific to the Application, in accordance with the provisions of the Intellectual Property Code. There is no transfer of ownership rights over the aforementioned elements to the Customer under the Contract. In particular, the Agreement does not confer any rights on the Customer on the source code of the Application. CORYMBUS is the owner of the intellectual property rights on computer programs that may be automatically downloaded to Users’ machines when using the Application. These programs, although they are not executed on the CORYMBUS Platform, are an integral part of the Application and are protected in the same way. As a result of the foregoing, the Customer shall refrain from any act or behavior that may directly or indirectly infringe the intellectual property rights on the Application, as well as on the associated trademarks. In particular, it is prohibited from infringing CORYMBUS’ intellectual property rights on the computer programs referred to in the preceding paragraph. The Customer remains the owner of all data and information concerning him integrated into the Database as part of the execution of this Contract. Under the Contract, CORYMBUS grants the Client, who accepts it, a non-exclusive and non-transferable right to use the Application for the duration of the Contract, and for the sole needs of the Client. This right of use is exercised by remote access, via the Internet, from the connection from the Customer’s premises to the CORYMBUS Platform, and exclusively for the use of the functionalities of the Application as described on the Site. The use is only authorized to the Administrator and only to Users to whom the Customer has opened a User Account under the conditions described in the article “Services”. The right of use granted to the Customer is subject to full payment of the full fee provided for in the article “Financial Conditions”. The Customer undertakes to read and comply with all the conditions of use of the Application communicated to him, regardless of their medium. Use not expressly authorized by CORYMBUS hereunder is unlawful, in accordance with the provisions of Article L.122-6 of the Intellectual Property Code. The Customer is therefore prohibited in particular from proceeding:
- any reproduction, representation, distribution or distribution of all or part of the Application, whether for a fee or free of charge;
- any form of use of the Application, in any way whatsoever, for the purpose of designing, making, distributing or marketing similar, equivalent or substitute products or services;
- adapting, modifying, transforming, arranging the Application, for any reason whatsoever, including to correct errors;
- any transcription, direct or indirect, any translation into other languages of the Application;
- any decompilation of the Application, except in cases expressly provided for by law;
- any use for processing not authorised by CORYMBUS;
- any modification or circumvention of protection codes such as, in particular, Identifiers and passwords;
- any unauthorized intrusion attempt on the Platform.
The Customer is prohibited from developing software likely to compete directly or indirectly with the Application. The Customer declares to inform himself that the Application may integrate Third Party Programs.
Article 12.Financial conditions
The provisions of this Article shall apply unless otherwise provided. CORYMBUS will issue the invoice corresponding to the annual fee for using the Application and accessing the Platform, at the end of the trial period and, if applicable, at the beginning of each annual renewal period. The amount of any additional costs (specific services requested by the Customer, Additional Users, disk space used beyond the allocated space, backup of data on physical media, etc.) will be invoiced in addition, at the time of the corresponding orders. Any travel expenses of CORYMBUS consultants will be invoiced in addition to the actual on the basis of supporting documents that will be provided to the Client. Payment will be made online, at the time of the order and at each annual renewal, by credit card, via the online payment platform Stripe.com. The Customer guarantees that he has the necessary authorizations to pay by credit card, during the validation of the order. CORYMBUS reserves the right to suspend any order management in case of refusal of authorization of payment by credit card from accredited organizations or in case of non-payment. In particular, CORYMBUS reserves the right to refuse to honor an order from a Customer with whom a payment dispute is in progress. The prices indicated in the Application are in euros and include T.V.Has. at the prevailing rate. They are only valid on the date of the order. They do not include any additional order processing costs as indicated before the validation of the order. The payment requested from the Customer corresponds to the total amount of the order. Any change in the guideline rate of T.V.Has. will be immediately applied to sales after its entry into force. CORYMBUS reserves the right to modify its prices at any time and without notice. Each order will be invoiced on the basis of the rates in force at the time of its validation. The computerized records, kept in CORYMBUS’ computer systems under reasonable security conditions, are considered as proof of exchanges, orders and payments between the parties. The archiving of electronic purchase orders and invoices is carried out on a reliable and durable medium that can be produced as proof. In the event of a dispute over the amount or nature of the services invoiced, the Customer must notify this dispute and its explanations by registered letter with acknowledgment of receipt, before the 10th of the month of issue of the invoice. Any subsequent dispute will be inadmissible. In accordance with Article L. 441-10 of the French Commercial Code, the Customer shall automatically be liable, on sums not paid on their due date, for late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as a lump sum compensation of 40 euros for recovery costs (provided for in Article D. 441-5 of the Commercial Code). If the recovery costs incurred are higher than the amount of this lump sum compensation, CORYMBUS may request additional compensation, upon justification. In the event of non-payment, even partial, of an invoice, whatever it is, on its due date, CORYMBUS reserves the right to suspend all access to the Application until receipt of full payment of the sums due, without refund or compensation, and without this suspension being considered as a termination of the contract, but without prejudice to the right for CORYMBUS to terminate the Contract in accordance with the article “Termination”.
Article 13.Access and telecommunications
The Customer is personally responsible, under his sole responsibility, for the acquisition of hardware and software, as well as the subscription of telecommunication subscriptions (Internet access) necessary for the remote use of the Application. The Customer is informed that access to the Application assumes that Users have previously connected to the Internet. The Customer declares to be aware that the transmission of data on the Internet network is subject to hazards totally independent of CORYMBUS, in particular in terms of transfer speed, reliability of connections, security and integrity of the data transmitted. CORYMBUS can therefore in no way be held responsible for any difficulty originating in a problem of data transmission by the Internet. The Customer is solely responsible for the data he transmits or receives as part of the execution of this Contract and undertakes to indemnify CORYMBUS for any damage that may cause such data.
The Client has been able to assess, before concluding this Agreement, the conformity of the Application and the associated services offered by CORYMBUS with regard to its needs, both in terms of functionalities and purpose. Consequently, CORYMBUS does not provide any guarantee of conformity of the Application to the Customer’s own needs. CORYMBUS does not guarantee that the Application will operate without interruption, or that it will be free of anomalies or errors, or that such anomalies or errors can be corrected. CORYMBUS undertakes to ensure, at its own expense, the defense of the Customer against any allegation relating to infringement in France of copyright due to the use of the Application made available to it under the Contract. As such, CORYMBUS will bear all damages to which the Customer may be condemned by a court decision that has become final and having as its exclusive basis the demonstration of an infringement. This guarantee will only be acquired by the Customer on the condition:
- that the Customer has promptly notified, in writing, the infringement action or the declaration preceding this action; and
- that CORYMBUS has been able to defend its own interests and those of the Client, and to do so, that the Client has cooperated loyally in said defence by providing all the elements, information and assistance necessary to carry out such a defence.
In the event that the prohibition of use is pronounced as a result of an action for infringement or results from a transaction signed with the plaintiff of the action for infringement, CORYMBUS will endeavor, at its option and at its expense, either:
- to obtain the right for the Customer to continue the use,
- replace the infringing item with an equivalent item that is not the subject of an infringement action, or
- to modify the Application in such a way as to avoid such infringement.
The above provisions set the limits of CORYMBUS’ liability for counterfeiting as a result of the use of the Application.
Article 15.Personal data
The Customer is informed and undertakes to inform natural persons (employee, manager, etc.) from which personal data are collected, for the purposes of CORYMBUS’ prospect and customer management processing, that:
- these persons have a right of information, opposition, access, rectification, limitation, portability and deletion of information concerning them;
- they have the right to define guidelines relating to the fate of their personal data after their death;
- these rights are exercised by mail addressed in his capacity as controller to CORYMBUS, at the postal address mentioned in Article 1;
- the processing of this personal data is implemented in the context of the execution of the Contract or the execution of pre-contractual measures taken at the request of the Customer: the Customer acknowledges that this processing is necessary for the performance of the Contract or these measures;
- the data is intended for CORYMBUS and its subcontractors as well as for any authority legally authorized to access this data;
- the data is kept for 3 years, after the end of the contractual relationship, this period may be increased due to a legal or regulatory obligation;
- the data of prospects who do not respond to solicitations are kept for three years;
- the persons concerned have the right to lodge a complaint about the use of their personal data with the Commission Nationale de l’Informatique et des Libertés, 3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07 – Phone: 01.53.73.22.22;
- The information requested when ordering is necessary for the establishment of the invoice and the provision of the services.
The Parties undertake to respect, each as far as it is concerned, all the provisions applicable to them under the regulations relating to the protection of personal data, in particular the provisions of Law No. 78-17 relating to data processing, files and freedoms and those of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing personal data and the free movement of such data. As part of the use of the access service to the Application provided by CORYMBUS, the Customer may be required to process personal data. This processing of personal data, the purpose and means of which are determined by the Client, is carried out by CORYMBUS on behalf and exclusively on the instructions of the Client, who therefore declares to have the status of “data controller” within the meaning of the regulations relating to personal data. The Customer declares to be aware of the obligations incumbent on him in his capacity as data controller, in particular his possible obligations to keep a record of his processing activities and to appoint a data protection officer, or his obligations to notify in the event of a data breach, to carry out impact assessments relating to the protection of privacy, or prior consultation with the supervisory authority, it being specified that this list is not exhaustive and that it is up to the Customer to inquire and do what is necessary to comply with the aforementioned regulations. The Customer undertakes to comply with these obligations. CORYMBUS can in no way be held responsible for any breach by the Customer of its obligations. In particular, the Customer declares to be aware that personal data may only be collected or processed in compliance with the regulations relating to the protection of personal data, in particular the provisions of Law No. 78-17 and Regulation (EU) 2016/679 referred to above. Consequently, the Customer must inform the persons concerned of the processing of their data and must ensure, under his responsibility, that the processing of such data is based on a legal basis and that the persons concerned have, where applicable, given their consent to the collection and processing of their data as well as to their transfer to third parties. It is the Customer’s responsibility to inform the persons concerned of their rights over their data and how to exercise these rights. The Customer therefore guarantees CORYMBUS against any recourse by third parties regarding the processing, in the context of the use of hosted services provided by CORYMBUS, of personal data. The computer processing of personal data, carried out by CORYMBUS as a “subcontractor” within the meaning of the regulations relating to the protection of personal data, on behalf of and on the instructions of the Client, is described in the Appendix hereto, which is an integral part of the General Conditions. The Customer declares to have read it before concluding this Contract and declares that the processing described is in accordance with the purposes and means of the processing that he has determined as “controller” within the meaning of the aforementioned regulations. The description shall include the subject, duration, nature and purpose of the processing, the type of personal data and the categories of data subjects. CORYMBUS undertakes to respect the confidentiality of personal data processed under the Contract. In its capacity as a “subcontractor” within the meaning of Law No. 78-17 and Regulation (EU) 2016/679, CORYMBUS also undertakes to:
- a) process, within the framework of this Agreement, personal data only on documented instructions from the Client, the controller, including with regard to transfers of personal data to a third country or an international organisation, unless it is required to do so under Union or French law; in this case, CORYMBUS informs the Client of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest;
- b) ensure that persons authorised to process personal data under the Agreement undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
- (c) take all measures required under Article 32 of Regulation (EU) 2016/679, including:
– implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; – take measures to ensure that any natural person acting under his authority, who has access to personal data, does not process them, except on instructions from the Customer, unless obliged to do so by French law or European Union law;
- (d) in the case of recourse to one or more subcontractors:
– not to recruit a subcontractor without the prior written authorization, specific or general, of the Customer. In the case of a general written authorization, CORYMBUS informs the Client of any planned changes concerning the addition or replacement of other subcontractors, thus giving the Client the opportunity to object to these changes; – when a subcontractor is hired by CORYMBUS to carry out specific processing activities on behalf of the Client, impose on this subcontractor the same data protection obligations as those stipulated in this Article, in particular with regard to presenting sufficient guarantees as to the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the relevant regulations. the protection of personal data;
- e) to assist the Customer as far as possible in fulfilling its obligation to respond to requests from data subjects in order to exercise their rights (right of access, rectification, erasure and opposition, right to restriction of processing, right to data portability, right not to be subject to automated individual decision-making, including profiling). In the event that a person concerned by the processing of personal data contacts CORYMBUS directly to exercise his rights, CORYMBUS will transmit this request to the Customer, upon receipt, by email to the address indicated by the Customer;
- f) help the Client to ensure compliance with the regulations relating to the protection of personal data, and in particular the obligations provided for in Articles 32 to 36 of Regulation (EU) 2016/679, taking into account the nature of the processing and the information available to CORYMBUS, in particular to assist the Client, if necessary and upon request, to ensure compliance with its obligations arising from the carrying out of impact assessments relating to data protection and prior consultation with the Commission nationale de l’informatique et des libertés (CNIL);
- g) at the Customer’s choice, delete all personal data upon termination of the Agreement, or return them to the Customer and destroy existing copies, unless French or European Union law requires the retention of personal data;
- h) make available to the Client all information necessary to demonstrate compliance with the obligations set out in this Article and to enable audits, including inspections, to be carried out by the Client or another auditor commissioned by the Client, and to contribute to such audits. As such, CORYMBUS immediately informs the Customer that an instruction from the latter would constitute, in its opinion, a violation of the regulations relating to the protection of personal data.
In the event that CORYMBUS becomes aware, within the framework of the Contract, of a personal data breach, it undertakes to notify this data breach to the Customer as soon as possible and to provide the Customer with all information that will allow it to comply with its own obligations. CORYMBUS undertakes to ensure that persons authorized to participate, within the framework of the Contract, in personal data processing operations are made aware and receive appropriate training in the protection of personal data. CORYMBUS declares to keep a register of all categories of processing activities carried out on behalf of the Client, including: – the name and contact details of the subcontractor(s) as well as, where applicable, the names and contact details of the Client’s representative or subcontractor and those of their possible data protection officer; – the categories of processing carried out on behalf of the Customer; – where applicable, transfers of personal data to a third country or international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in the second subparagraph of Article 49(1) of Regulation (EU) 2016/679, documents attesting to the existence of appropriate safeguards; – where possible, a general description of the technical and organisational security measures referred to in Article 32(1) of Regulation (EU) 2016/679.
Article 16.Database Security Management
It is expressly agreed between the Parties that the Database and the processing will be hosted by CORYMBUS, by OVH, its current subcontractor, or by any other subcontractor of its choice. CORYMBUS undertakes not to transfer, disclose or use the data contained in this Database hosted on behalf of the Client except for the strict needs of the execution of the Contract or at the request of a judicial authority. The Customer undertakes, in his name and on behalf of the persons working on his behalf, not to circumvent or attempt to circumvent the protection system integrated into the Database.
The Parties agree that under the Contract, CORYMBUS is subject to a general obligation of means, taking into account in particular the hazards inherent in Internet technologies. The services provided by CORYMBUS cannot be assimilated to a consulting service, of any nature whatsoever, nor to an interference of CORYMBUS in the management of the Client. CORYMBUS’ role is to provide the Application, the use of which is left to the discretion and responsibility of the Customer. The Customer is solely responsible for the use and processing of data, CORYMBUS’ responsibility being limited to hosting, securing and backing up data. Consequently, CORYMBUS incurs no liability as a result of this data and is in particular not responsible for the harmful consequences of any errors in the data or in the results of the processing. The Parties agree that CORYMBUS cannot be held liable in the event of damages suffered by the Client consisting in or resulting in a loss of profits. The Customer undertakes for its part to take all necessary precautions to reduce the damage that may result for him from the execution of this Contract and the use of the Application, and in particular to make very regular complete backups of his data and to use up-to-date anti-virus software. In any case, if CORYMBUS should nevertheless be held liable, the amount of damages that could be charged to it may not exceed, all damages combined, the sums actually received by CORYMBUS, for the execution of this Contract, during the year preceding the questioning of its liability. This limitation of liability results from the allocation of risks, as freely negotiated between the Parties, and the prices, agreed between them, which reflect it. It is expressly agreed that this article shall survive the termination or termination of the Agreement for any reason whatsoever.
Article 18.Legal and administrative authorizations
The Client guarantees CORYMBUS that it has all the legal and administrative authorizations required for the use and realization of the treatments carried out by the Application. The Parties agree that the Customer is solely responsible for the choice of processing of personal data and the means to be implemented to obtain them. The Customer undertakes to comply with all legal and regulatory rules in force concerning the areas covered by the Application.
Section 19.Data backup and archiving
CORYMBUS will perform a daily backup of the Database. The Customer has the right to ask CORYMBUS at any time to send him a backup of his data in CSV format on physical media. This service will be invoiced at the current rate.
All documents and information of any nature whatsoever, to which the Parties will have access during the execution of the Contract, will be considered by them as strictly confidential. The Customer shall refrain from communicating to anyone, directly or indirectly, all or part of the information communicated to him by CORYMBUS or of which he would have become aware during the execution of the Contract. The obligations provided for in this Article apply throughout the duration of the Contract and will remain in force for ten years after its termination, it being specified that this limitation of duration does not apply to information constituting a trade secret, within the meaning of Article L.151-1 of the French Commercial Code, for which confidentiality obligations will remain applicable throughout the duration of protection of this secret.
Section 21.Commercial reference
The Customer authorizes CORYMBUS to use its name, acronym, logo, trade name and company name, on any document, as a commercial reference.
The Contract may be terminated automatically in the event of non-compliance by the Client with any of its obligations, in particular in the event of infringement of intellectual property rights or non-payment of all or part of the sums due to CORYMBUS. This termination will take effect upon notification by CORYMBUS by registered letter with acknowledgment of receipt, without prior notice. The sums paid in advance by the Customer will remain acquired by CORYMBUS as penalties, without prejudice to CORYMBUS’ right to seek legal compensation for the entire damage caused by the Customer’s failure.
Section 23.Data retrieval
In the event of termination of contractual relations, for any reason whatsoever, the right to use the Application will end. For a period of two months from the termination of the Contract, CORYMBUS will keep the Client’s data. The Customer will have the right to ask CORYMBUS to send him a copy of this data in CSV format on physical media. This service will be invoiced at the current rate. Beyond this period, the data may be destroyed without the Customer being able to claim any compensation whatsoever.
Section 24.Non-solicitation of personnel
The Client undertakes not to solicit, solicit or hire, directly or indirectly, CORYMBUS personnel during the execution of the Contract and for a period of twelve months from its expiry. Any breach of this obligation will result in the payment of damages fixed at a flat rate at the amount of the employee’s gross annual salary.
Section 25.Assignment of the Contract
The Customer is prohibited from assigning this Agreement to a third party. CORYMBUS may freely assign the Contract to any third party of its choice, without any other formality than informing the Customer by registered letter with acknowledgment of receipt, subject to the commitment of this third party to ensure the performance of the obligations incumbent on CORYMBUS.
The Parties agree that CORYMBUS may freely entrust the performance of all or part of the services at its expense under the Contract to a third party subcontractor.
Section 27.General provisions
The Contract contains all the obligations of the Parties. It cancels and replaces all previous agreements between the Parties, written or oral, having the same object. Only a written amendment duly signed by both Parties may validly modify the provisions of this Agreement. Unless expressly provided for in the Contract, no modification of the Contract may result from an exchange, even in writing, between the Parties, or be deduced from the conduct or words of a Party, without the signature of such an amendment. In the event of invalidity of any provision of the Agreement, the other provisions shall remain in force. The Parties shall then agree to adopt a new provision to replace the provision concerned. Each Party shall act in its own name and on its own behalf as an independent contractor. It has neither the power nor the authorization to bind the other Party in any way. Nothing in the Agreement shall be construed as creating, between the Parties, a mandate, a subsidiary, an agent’s or employee-to-employer relationship. The fact that one of the Parties has not required the application of a provision of this Agreement shall in no way be considered as a waiver of the rights that Party derives from this provision.
Section 28.Applicable law and jurisdiction
The Contract is governed by French law. In the event of a dispute, the Customer undertakes to seek an amicable solution with CORYMBUS before any legal action. THE PARTIES CONFER JURISDICTION ON THE COMMERCIAL COURT OF PARIS, WHICH WILL HAVE SOLE JURISDICTION, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS, WARRANTY CLAIMS OR INTERIM MEASURES, FOR ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION OR EXECUTION OF THIS CONTRACT. IN ADDITION, ANY ACTION AGAINST CORYMBUS UNDER THIS CONTRACT WILL BE PRESCRIBED BY ONE YEAR FROM THE EVENT THAT GAVE RISE TO IT.
APPENDIX: Description of the processing of personal data carried out on behalf of and on instructions from the Client
After conclusion of the Contract, CORYMBUS acts as a “Processor”, within the meaning of the Regulations on the protection of personal data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (known as “GDPR”), hereinafter the “Data Protection Regulations” or the “Regulations”). The processing carried out by CORYMBUS as a subcontractor has the following characteristics: 1) Management of Users of the Application – Purpose of the processing: management of access and use of the Application; – Duration of processing: duration of performance of the Contract; – Nature and purpose of the processing: computerized processing consisting in the management of Users’ access and their use of the Application, computerized processing consisting in the sending of information by e-mail for the use of the Application; – Type of personal data: identification data of Users, IP address, e-mail address, name and surname(s), telephone number; – Categories of data subjects: Users of the Application. 2) Customer relationship management and prospects – Object of processing: Customer relationship management and prospects of the Customer; – Duration of processing: duration of performance of the Contract; – Nature and purpose of the processing: computerized processing consisting in the hosting and management of information relating to the Customer’s customers and prospects; if enabled: synchronization of contacts between the App and Users’ Google contacts; – Type of personal data: personal identification data of customers and prospects, e-mail address, surname and first name(s), gender, telephone number; data to track interactions with these individuals; – Categories of persons concerned: persons in contact with the Customer (in particular its customers, prospects, partners, suppliers, etc.)