June 26th, 2023
Zelros is a French limited liability company (société par actions simplifiée), registered with the Nanterre Trade and Companies Register under number No. 815123765 and having its registered address at 73 rue du Château, 92100 Boulogne Billancourt, France.
|“Administrator Credentials”||means the master credentials granted to the Client that enable the creation of User accounts;|
|“Client” or “You” or “Your”||means the professional or company purchasing Zelros’ Services;|
|“Client Personal Data”||means the personal data that is processed by Zelros on behalf of the Client as part of the Services and SaaS Services;|
|“Services”||means the services provided in article 3;|
|“SaaS Services”||means the Services provided under the form of Software as a Service as provided in article 3;|
|“Term”||means the duration provided in article 8;|
|“User”||means the person or the Client’s employees that have been authorized by the Client to use the Services;|
|“Zelros” or “We”||means Zelros, the legal entity referenced in the preamble;|
- under the form of Software as a Service (“SaaS Services”):
- ‘insurance prevention and protection engine
- implementation, customization and training services relating to the provision of the SaaS Services.
4. ACCESS TO THE SAAS SERVICES
5. YOUR AND USER’S OBLIGATIONS
You shall, and will procure that the Users shall:
(b) be responsible for maintaining the confidentiality of the Administrator Credentials and User accounts, and for notifying without delay Zelros of any unauthorized use or loss of any credentials giving access to SaaS Services;
(c) be solely responsible for all activities carried out under the Administrator Credentials and the User account;
(d) not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services;
(e) not reverse engineer or access, not copy, reproduce, republish, upload, post, transmit or distribute SaaS Services or any portion thereof, or facilitate or permit a third party to do so;
(f) not alter or attempt to alter SaaS Services, creating derivative works from SaaS Services, decompiling or disassembling SaaS Services;
(g) not interfere or attempt to interfere with the proper operation of the Services;
(h) not delete or in any manner alter any logos, notices, disclaimers or other legends contained in Zelros’ materials, documents, reports, digital results or any other materials obtained by You through the SaaS Services.
6. INTELLECTUAL PROPERTY AND LICENSE
6.1. Retained rights
Zelros retains full ownership of its copyrights, registered designs, patents, trademarks, logos, design rights (whether registered or unregistered), database rights, trade secrets and software (either in code source or code object).
6.2. Rights granted to the Client
Zelros grants the Client a personal, worldwide, non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to access and use the Services, as well as print out and make electronic copies of the reports or other information generated under the Services.
In particular, the Client is aware that the license granted to the Client here above is granted solely for internal-use purposes and does not authorize the use of the Services for the benefit of other entities (e.g. the license does not authorize Client’s group companies to use the Services).
6.3. Rights granted to Zelros
The Client hereby grants to Zelros a non-exclusive, limited, non-transferable and revocable right, during the Term, to store, host, maintain and reproduce (for backup purposes only), any data, material and information submitted or disclosed by the Client and its Users while using the Services.
7. FINANCIAL CONDITIONS
Flat fee for fixed term subscription, as defined in the applicable purchase order, depending on the use case(s) selected by the Client.
7.2. Assistance services
Services other than SaaS Services including implementation, customization and assistance services will be charged on a time and materials basis, unless otherwise agreed in the applicable purchase order.
7.3. Invoicing and payment
Invoicing for the fees will be on an annual basis in advance for license subscription, and for the assistance services.
The invoice shall include the price of the Services and any applicable taxes shall be added to the total price in the invoice. Invoices are to be paid by the Client by bank transfer no later than thirty (30) days as from the invoice date.
Pursuant to Article L. 441-6 of the French Commercial Code, in the case of late payment the €40 fixed fee for recovery costs shall be borne by the Client. When said recovery costs exceed the €40 fixed fee, Zelros may request an additional fee, upon provision of supporting documents.
8. TERM AND TERMINATION
Services other than SaaS Services shall be provided until completion.
The subscription for the SaaS Services will be for an initial terms of 12 months as from the Effective Date.
Thereafter, the subscription shall be automatically renewed for subsequent 12-month terms, unless either Party sends a notice of non-renewal with 60-day prior notice before the end of the then-current term, or a termination notice, to the other Party in accordance with article 8.3.
For security purposes, where Zelros may have a reasonable belief that the Administrator Credentials or the User account are being misused or used by an unauthorized user, Zelros may suspend the Administrator Credentials or the identified User account at any time for the time necessary to investigate and clarify the issue related to the Administrator Credentials’ or User account’s activity.
- article 5 “Your and User’s obligations”;
- article 6.1 “Retained rights”
- article 6.2 “Rights granted to the Client” ;
- article 7.3 “Invoicing and payment”.
Termination notices shall be sent in accordance with article 14.
8.4. Effect of termination
On the date termination becomes effective, Your access to the Services will be disabled as follows:
- Your rights of access to SaaS Services shall immediately cease, and
- User accounts shall be deleted within forty (40) days from the date of termination.
9. DATA PROTECTION
9.1. Zelros’ processing of personal data as a data controller
So as to provide You and Your Users with an access to SaaS Services and to the Services, Zelros processes the personal data of its Clients and, where the Client is not a natural person, of its Clients’ Users.
9.2. Zelros’ processing of personal data as a data processor
As part of the Services, Zelros processes, as a data processor, Client Personal Data and solely for the purposes required for the performance of the Services.
Zelros shall ensure that access to Client Personal Data on behalf of the Client is restricted to (i) members of its own personnel requiring access to said data in order to perform the Services and (ii) the portion of the personal data strictly necessary for the execution of said personnel’s assignments relating to the performance of the Services.
Zelros shall ensure that the members of its personnel authorized to process Client Personal Data have personally undertaken to keep such data confidential, or that they are subject to an appropriate statutory non-disclosure obligation.
Zelros shall implement appropriate technical and organizational measures in order to ensure a level of security appropriate to the risk and protect the personal data from accidental or unlawful alteration, loss, destruction, unauthorized disclosure and/or unauthorized access.
Zelros undertakes to notify the Client, without undue delay, of any security incident leading to a breach of Client Personal Data, as soon as it becomes aware thereof. Such notification shall state the nature of the breach, the estimated number of data subjects affected by the breach, the categories and approximate number of Client Personal Data concerned, the likely consequences of the breach and the measures taken, or proposed to be taken by Zelros, to mitigate its possible adverse effects and the details of the contact person able to provide information with regard to the breach). Similarly, Zelros undertakes to notify the Client of any claim of a data subject relating to the processing of his/her personal data for the purposes of performing the Services and any injunction or order issued by a regulatory, administrative and/or judicial authority relating to the processing of Client Personal Data for the purposes of performing the Services.
Zelros agrees to assist the Client in ensuring with the latter’s obligations in terms of personal data security, notification of a personal data breach, communication of such breach to the data subjects affected, implementation of a data protection impact assessment and, where applicable, of prior consultation of the competent supervisory authority. In addition, Zelros undertakes to make available to the Client the information necessary to demonstrate compliance with the latter’s obligations laid down in this article 9.2 and cooperate in the implementation of an audit by the Client, or by an auditor appointed by the Client, within the limit of one (1) audit per year and subject to notification by the Client with a fifteen (15) days’ prior notice, except in the case of an audit requested by a supervisory authority.
Zelros further undertakes to make its best efforts to assist the Client in ensuring compliance with its obligations to respond to requests for access, rectification, deletion, limitation of processing or opposition to processing received by the Client in connection with the performance of the Services.
In any event, where Zelros uses the services of a sub-processor, the latter shall be, by way of contract, bound to comply with the same obligations to which Zelros is bound in terms of personal data processing under this article 9.2.
IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT ZELROS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, ZELROS SHALL NOT BE LIABLE FOR THE COMMERCIAL DAMAGES, LOSS OF ORDERS, LOSS OF CLIENTS, LOST OPPORTUNITIES, BUSINESS DISRUPTION OF ANY KIND, LOST PROFITS, DAMAGE TO THE CLIENT’S BRAND IMAGE AND, IN PARTICULAR, ANY LEGAL ACTION TAKEN AGAINST THE CLIENT BY A THIRD PARTY.
11. FORCE MAJEURE
ZELROS SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF PERFORMANCE RESULTING FROM ANY UNFORESEEABLE CIRCUMSTANCES OR FORCE MAJEURE EVENT, OR ANY EVENT CAUSED BY A THIRD PARTY OR ANY OTHER EXTERNAL OR INDEPENDENT CAUSE TO ZELROS, DIRECTLY OR INDIRECTLY PREVENTING IT FROM FULFILLING ITS OBLIGATIONS.
12. ZELROS REPRESENTATIONS AND WARRANTIES
HOWEVER, GIVEN THE OPERATION AND AVAILABILITY OF THE PUBLIC NETWORK USED BY THE CLIENT TO TRANSMIT INFORMATION OR FOR ACCESSING AND INTERACTING WITH THE SAAS SERVICES (SUCH AS THE PUBLIC TELEPHONE, COMPUTER NETWORKS AND THE INTERNET, WHETHER OR NOT SUPPLIED BY YOU), ZELROS IS NOT IN ANY WAY RESPONSIBLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS AND/OR USE OF SERVICES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
ZELROS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ZELROS AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Termination notices shall be sent by registered letter with acknowledgement or receipt to 73 rue du Château, 92100 Boulogne Billancourt, France.
14. GENERAL PROVISIONS
14.1. Entire agreement
14.3.Assignment and sub-contracting – no third-party beneficiary
14.4. Severability and waiver
14.5. Applicable law