General Terms and Conditions of Sale For SaaS Services
Effective as of 27 May 2020
I. About Aitenders
The Services are provided by Aitenders, a société par actions simplifiée (simplified joint stock company) with capital of €2,000, registered with the Saint Etienne Trade and Companies Register under the number B 844 748 251, which is headquartered at 20 rue Professeur Benoit Lauras, France (“Aitenders”).
II. Scope of the General Terms and Conditions of Sale and Use
These general terms and conditions of sale and use (“GTCSU”) are applicable to all use of and access to the Software. They shall be accepted electronically by the Client at the time of Subscription and upon each amendment of the GTCSU. In any event, the GTCSU are always available to Users on the Website.
The GTCSU shall prevail over all contractual documents issued by the Client.
The Client, the Administrators and the Employees acknowledge that they have read and understood the GTCSU and agree to be bound by such terms.
Aitenders reserves the right to amend the GTCSU at any time by notifying the Clients and the Users of any new version. The latter, in turn, undertake to take note of such changes.
Activation of a supplementary optional service in the course of provision of the Service will not modify the Term
The terms beginning with a capital letter in the GTCSU shall have the following meanings:
Agreement: Means either:
– a set of documents including or incorporating by reference the “Description of Items Ordered”, the “Order Form” and the “SEPA Mandate” (if applicable and issued), these Terms and Conditions for SaaS Services, as well as the Terms of Service and the Technical Prerequisites and any other general terms and conditions applicable to ordered elements referred to in the “Description of Items Orders”; or
– an order placed online that is validated by an authorized signatory of the Client and that includes or incorporates by reference the “Description of Items Ordered” (indicating the quantity and price of such items), the “SEPA Mandate” (if applicable), these terms and conditions, as well as the Terms of Service and the Technical Prerequisites and any other general terms and conditions applicable to ordered elements referred to in the “Description of Items Orders”.
Account: means a valid account giving access to the Software and to the Services subscribed to by the Client;
Account Creator: means the natural person authorized by the Client to carry out the Subscription and define the Administrators’ and Employee’s accounts;
Administrator(s): means the status authorizing the creation of an Employee account and granting all administrative privileges (access, consultation, modification and export of Content), as well as configuring an Account;
API (Application Programming Interface): means the programming interface allowing Clients to interconnect the Software to third-party Functionalities (web or desktop application) under their sole responsibility;
Client: means the legal or natural person subscribing to the Aitenders Software or the additional services (Services) for professional purposes only, which are part of their commercial, industrial, craft, self-employment or agricultural activity, including when he or she acts on behalf of another professional;
Content: means any content that Users may download and file from the Functionalities, including but not limited to Clients’ and prospects’ contact information, commercial documents, invoices, accounting journals, and Personal Data;
Employee(s): means the natural persons employed by the Client and authorized to use the Software for professional purposes: they have access to an Account configured by the Account Creator, but do not have administration rights on the different Functionalities;
Extended Service Period: means the Service will automatically extend for twelve (12) months;
License: means the non-exclusive license to use the Software granted by Aitenders to the Client and the Users;
Initial Service Period: means the Services is concluded for an initial service period of twelve (12) months, commencing on date of activation of the Services.
Operation: means the phase of which the Project has been awarded by the main authorities to our Client. Operation can be initiated either from a Tender or from a new Operation Project.
Operation Project: means any new project created in the Software in Operation and benefiting from Operation functionalities.
Operation Term: means the firm number of months during which the Client is authorized to access and use the Software for the Operation Functionalities.
Party/Parties: mean Aitenders and/or the Client;
Partners: mean any partners (JV, consortium, Stakeholder, Consultants etc..) declared by the Client in a specific Project for the purpose of sharing the platform and related information to increase the collaboration between Partners.
Personal Data: means any personal data relating to a physical person who is or could be identified, according to EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR);
Price: means the prices of the Functionalities and Services selected by the Client;
Project Administrators: means the status authorizing the creation of a new Project granting all administrative privileges (access, consultation, modification and export of Content), sharing the platform with Partners, as well as configuring an Account;
Services: means the additional services that may be provided by Aitenders, at the Client’s request, including configuration, assistance, integration or training, as defined in Article 4.2;
Software: is the Software offer named Aitenders and offering several tender and contract management Functionalities (Document control, Requirement Management, risks management, knowledge management), developed by Aitenders that can be accessed by “software as a service” (SaaS), a mobile application or via an application programming interface (API) and to which the Client may subscribe;
Subscription: means the contractual commitment binding the Client of Contractual functionalities to Aitenders to use the Software.
Term: means the firm number of months (12) during which the Client is authorized to access and use the Software;
Tender: means the phase of which the Project is initiated by the Client to process tender document up to the award of the contract.
Tender Project: means any new project created in the Software in Tender and benefiting from Tender functionalities.
Tender Term: means the duration of a Tender Project, from initiation to its award during which the Client is authorized to access and use the Software for the Operation Functionalities.
Transaction: means the contractual commitment binding the Client of Tenders functionalities to use of Software.
Trial Account: means the test account made available, free of charge, to a Third Party to evaluate the Functionalities under the conditions of Article 4.4;
Users: means the Account Creator, Administrators, Employees and, where applicable, the third-party clients of the Client to whom it shall give specific and strictly limited access, as well as any third party who has obtained access to the services on a Trial basis.
Website: means the Aitenders website accessible at https://go.Aitenders.com/en/ and presenting the Software and the Services.
IV. Description of the Software Offer & Services provided by Aitenders
4.1. Description of the Software
Aitenders is a software that offers several tender and contract management Functionalities (Document control, Requirement Management, risks management, knowledge management), included on smartphones and tablets, with features allowing its Users to manage tender management and contract management process.
The Software is made available under the conditions provided for in these Terms of Sale and Use. The Users can contact the support Team by email to obtain information about access to the Software.
4.2. Description of the Services
At the Client’s request, and for a fee, Aitenders may, through its dedicated Consulting (i), Deployment (ii), Training and Integration (iv) Department, assist the Client for an optimal use of the Software.
The additional Services offered by Aitenders at the Client’s request are subject to an estimate, to:
(i) help the Client to identify his needs and recommend technical and functional solutions ;
(ii) configure the Software according to the needs expressed by the Client in the estimate ;
(iii) train Administrators and Employees to discover or optimize the use of the various features of the Software;
(iv) analyze and import the data, create connectors with third-party Functionalities, according to qualified specifications validated with the Client.
(v) Set up dedicated machine learning models based on the client requirements
User Accounts are defined according to their privilege levels.
When the Client subscribes to Employee Accounts for one or more Employees, they have access to the Software as “Staff members” under the conditions defined by the Administrators.
Administrators have access to all the Employees’ Content. Administrators may, under their sole responsibility, offer dedicated aid access to declared Partners only, who is a contracting partner of the Client, and who may register and consult the Content defined by the Administrators and, if necessary, download it.
By default, the Account configured by Aitenders is an Account for the Creator.
Users may share Content, including with third-party customers of the Client.
4.4. Trial Account
Aitenders offers to create a free account for a Third Party wishing to evaluate the Software.
The Trial Account is made available for a period of one month, thirty days (30) from the date of access, or on case to case basis for a number of tenders and contracts, and in the following conditions:
– It is possible to create only one (1) Trial Account per company ( per Siret , Business Unit), as a non-renewable offer;
– Aitenders may, at the Third Party’s request, and without being obliged to, grant them the benefit of an additional days period;
– The User authorized to use a Trial Account acknowledges that they will access the Software for the sole purpose of testing the features before a paid Subscription, if any. In this respect, the User is prohibited from using their Trial Account for any other purpose, such as performing any processing or services for any third party.
– Aitenders shall not be held liable for the use of the Software on a Trial basis, without warranty of any kind, in the event of malfunctions or temporary interruption, during the entire Trial period.
– Aitenders reserves the right to delete without notice any Trial Account that does not comply with the foregoing provisions, or any provision of the GTCU.
In the event that the Trial period is not followed by the subscription of a paid Account, Aitenders will delete the Trial Account and data associated, within twelve (12) months of its termination.
4.5. Client information
The Client acknowledges having verified the suitability of the Services to its needs and having received all the information and advice necessary to subscribe.
In addition to an access to the online resource centre (FAQ), a documentation containing the precise description of the Software and features is available online on https://www.Aitenders.com/en/faq.
To verify the suitability of the Functionalities to their needs, the Client may :
· receive a personalised demonstration by a Sales Representative
· obtain access to the Software on a Trial basis (“Trial”), in order to test the various features themselves, according to Article 4.4 of the GTCSU.
The Client acknowledges having been fully informed by Aitenders of the extent of its contractual obligations under the GTCSU.
4.6 Service activation
Service Activation is effective when Aitenders notifies the Client of the first Service access codes.
V. Access to the Software & creation of an Account
5.1. Account Creator
In order to access and use the Software and its features, the Client and the Users must be legally able to enter into a contract and must comply with all applicable laws. The use of the Software and Services must be dedicated to professional purposes only.
At the Client’s request, Aitenders shall create an Account Creator, using the following information that the Client has provided:
– The name of the company.
– First and last name of the Account Creator;
– An email address, which must remain valid for as long as the Account remains active;
– A phone number.
The Account Creator undertakes to inform Aitenders of any change in the information the Client has provided when creating the Accounts (Creator or Administrator). In the event of a change of the Account Creator, he or she must notify Aitenders immediately in writing, by email or by sending a request to the support Team, informing them of the new information – including legal – relevant to the modification of the Account and the update of the Account.
5.2. Client User Accounts
The Account Creator, the Administrators and the Employees declare that they are authorized to use the Software and have accepted the GTCSU on behalf of the Client.
The Account Creator, the Administrator(s) set the configuration for the Employee Accounts (Staff members). The Account Creator, the Administrator also assume responsibility with Project Administrator for determining, as the case may be, the access limited to the Client’s Partners, who can access the functionalities based on the delegation decided by them.
From their Account, Users access a dashboard allowing them to use the Software and have storage space for their Content.
Third Parties who have been granted access to the Software on a Trial basis declare that they are authorized to use the Software, and that they have accepted the GTCSU in all their provisions.
5.3. Partners User Accounts
The password associated with the Account is strictly personal and confidential and should not be shared with third parties. Users are responsible for the loss or theft of their password.
Aitenders recommends that Users change their passwords regularly and that they choose complex passwords that include specific letters, numbers and characters.
To increase the security measures, Password would be automatically reset and asked to be changed every ninety (90) days, except in case the sign in is automated by a SSO system.
The User undertakes to inform Aitenders immediately by email in the event of theft or loss of their identifiers or password.
5.4. The Mobile Application Published by Aitenders
Aitenders provides a Software accessible from most smartphones and tablets. The Client acknowledges that the mobile application may not offer all the features of the Functionalities.
VI. Aitenders’s Obligations
6.1. Aitenders’s Obligations
Aitenders grants the Client and the Users on behalf of the Client a non-exclusive right to access and use the Software in accordance with the GTCSU.
Aitenders undertakes to exercise caution and diligence in providing a quality service, in accordance with the usual practices and the rules of the art.
Aitenders shall endeavor to provide continuous access to the Functionalities, 24 hours a day/7 days a week, except in the case of scheduled maintenance as defined in Article 10.1.1 of the GTCSU, suspension of access or in the case of Force Majeure, as defined in article 15.5 of the GTCSU.
6.2. Obligations Associated with Client’s Content
Aitenders undertakes to:
· take the necessary measures to ensure the security and confidentiality of the Content throughout the Term;
· not use the Content for any purpose other than for providing the Functionalities (including the associated technical support);
· not alter, or transfer the Content;
· take reasonable precautions to ensure the physical protection of the User Content.
Backups are performed by Aitenders under the conditions presented on the Website at the following address https://go.Aitenders.com/en/legacy-information/
VII. Client and User Obligations
7.1. Access to the Functionalities by the Users
Users must use the Software in accordance with the GTCSU. They agree to be bound by the License for the entire Term.
The Client has a personal right to use the Software under the conditions provided for at the time of Subscription. The Client undertakes to inform Aitenders immediately of any overrun of the number of Users provided for.
The Client shall ensure that Users comply with the GTCSU.
To access the Software, Users must have access to a terminal connected to the Internet.
All costs necessary for the equipment and connection of Users to the Internet and their access to and use of the Software are the sole responsibility of the Client on behalf of whom the Functionalities are used.
Aitenders recommends that the Client subscribes to the paid Services for configuring the Functionalities provided by Aitenders’s Consulting, Deployment, Training and Integration Department. Failing this, Users shall assume sole responsibility for configuring the Functionalities and they alone shall verify their compatibility with their terminals.
7.2. Use of the Software
To use and access the Software, the Client and the Users agree to:
· always provide sincere and truthful Personal Data and update such data if necessary, so that it remains complete and accurate;
· use the Software according to their purpose and according to the terms of the GTCSU and cooperate in good faith with Aitenders;
- follow Aitenders’s technical requirements or recommendations;
- never share Software access, which is a personal right;
- respect the rights of third parties and, more generally, all laws and regulations in force relating to the use of the Software;
- not to harm Aitenders’s reputation, to denigrate the Software or Services or to slander Aitenders, especially on the Internet, including social networks, and agrees to use caution and discretion with respect to Aitenders, its employees and/or its offers and Services that they would like to put online;
- not to engage in any conduct that may interrupt, destroy, limit or otherwise harm Aitenders or permit Clients and Users to access and use the Software without authorization, including using viruses, malicious code, programs or files;
- not to copy or sell any part of the Software, whether in whole or in part.
In the event of failure to comply with the foregoing, Aitenders reserves the right to suspend access to the Client’s Accounts without compensation, notwithstanding the provisions of Article 9.5.2 of the GTCSU.
7.3. Content belonging to the Client and accessible via the Software
The Client is fully and solely responsible for the Content downloaded, stored or posted by Users through the Software. They are informed that the use of the Functionalities does not exempt them from making such back-up copies.
The Client grants to Aitenders a non-exclusive right to use the Users’ Content in order to operate, feed, secure the Software, and to store Content.
The Client acknowledges that Aitenders has no control over their Content and undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data.
The Client undertakes to respect and ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, designs and trademarks.
The Client is solely responsible for any Content stored by their own clients, to whom they have given access to the Software.
The Client agrees to make the payments to Aitenders in accordance with article VIII of the GTCSU.
7.5. Recovery of Content at the end of the Term
The Client acknowledges that Aitenders does not store their Content indefinitely. The Client therefore undertakes to export their own data from the Functionalities at the end of the Term, regardless of the cause.
The Client shall consequently notify Users by any means that they must download their Content from the Functionalities.
Failing this, the Client may request from Aitenders a new access to the Software to recover its Content within ninety (90) days, under the conditions of Article 9.3.1 (Access to the Software and data recovery by the Customer) of the GTCSU.
The models specifically created for a Client and tune to it’s own data would be provided back to the Client within ninety (90) days.
8.1. Price of the Software offer
The Prices are indicated on the Aitenders Website https://www.Aitenders.com/en/pricing/ , or communicated to the Client by any means chosen by Aitenders, at the Client’s request and before the Subscription.
The Prices may differ in consideration of the number of Transactions, Projects, Users, chosen Functionalities, applicable currencies, and the possible application of taxes.
Service Activation will be invoiced upon completion.
Throughout the Term, the Client shall be committed to the Functionalities they chose at the beginning of the Tender and/or Operation Subscription. During the Term, the Client may increase the number of Functionalities and Users, but may not in any case exchange one Tool for another, or decrease the subscribed number of Functionalities.
Aitenders reserves the right to make promotional offers that may differ from the Price policy communicated to the Client.
All Prices due for the Tender Subscription are payable at the end of each month based on the volume of pages that have been uploaded in the Tender Project and the consumption of the token associated with the Functionalities.
All Prices due for the Knowledge Management Subscription are payable in advance (at the beginning of the Subscription, or at the time of the renewal period).
All Prices due for the Operation Subscription are payable in advance (at the beginning of the Subscription, or at the time of the renewal period).
The payments are made by the Client through direct debit from the credit card number or SEPA direct debit they provided at first payment.
The Client may choose to pay monthly for their Subscription, granted by Aitenders under the following conditions:
– mandatory commitment for a minimum of twelve (12) months and all Prices due under the GTCSU are payable in advance, by debit or credit card upon order.
The Client guarantees to have the necessary funds and authorizations to use the payment method they choose.
The Client agrees to maintain an active bank account in the event of an automatic debit and to inform Aitenders as soon as possible of any change in bank details, in order to enable Aitenders to take account of the modifications and to continue the withdrawals.
In case of late payment, the Client shall be subject to payment of a flat sum of forty (40) euros. Any delay in payment shall give rise to the payment of interest by the Client on the remaining amount due on the due date. The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euros, plus ten (10) percentage points.
The Client shall reimburse Aitenders for all costs (including any attorney fees) associated with the collection of payments not honored by the Client.
In the event of non-payment by the Client of one of its invoices, or in case of violation of a provision contained in the GTCSU, Aitenders reserves the right to suspend access to the Software, until payment in full is received.
Unless otherwise stated in the Terms of Service, the Software will be invoiced:
– monthly, in advance, for subscription fees; or
– monthly in arrears for fees based on usage.
Invoices shall be established only by electronic means, which the Client expressly accepts. The list of invoices is available to the Client online via a link provided to said Client by Aitenders. The Client agrees not to disseminate this link which can be activated or deactivated by the Client under its responsibility.
The Client agrees to inform Aitenders of any change in its postal and bank address or any other information necessary for payment. Any dispute concerning an invoice must be expressed in a letter or email sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice (or pro forma invoice). In the absence of such letter or email, the Client shall be deemed to have accepted the invoice.
The first invoice for subscription Services shall be sent on the date that Aitenders notifies the Client of the Service access codes (effective Service Activation), or on the first day of the following month. Aitenders will invoice Services on the basis of calendar periods (months, quarters, years) and not anniversary periods. If applicable, the first and/or the last invoice will be prorated for partial calendar periods. Notwithstanding anything to the contrary in the Order Forms and the Terms of Service, Aitenders reserves the right to invoice the service annually in advance if the amount of services ordered by the Client is less than one thousand five hundred Euro (1,500) per annum (exclusive of taxes). Moreover, if the Client has subscribed to services from Aitenders under several agreements, Aitenders also reserves the right to invoice the Clients for all services ordered under the Agreement, as well as for Services ordered under other agreements in a single invoice, which may be issued annually if the cumulative amount of such invoices is less than one thousand five hundred Euro (1,500) per annum (exclusive of taxes).
In cases where a Client has entered into multiple contracts with Aitenders and two or more of the contracts have different invoice periods, Aitenders reserves the right to invoice the Services under all of the contracts together with a uniform invoicing period, with the understanding that the uniform invoicing period must correspond with the invoicing period of the contract with the highest Pound Sterling payment amount. If the Client consumes more of a Service than the access threshold specified in “Description of Items Ordered” or in the online order form, Aitenders may invoice the Client for the overage at the rates then-currently in effect, combined with an adjustment invoice covering all periods since the threshold was exceeded.
8.4. Changes in the Price Policy
Aitenders reserves the right to update its Price policy at any time subject to the following provisions.
The Prices applicable to Clients when creating their Account are guaranteed until the renewal of the Project Tender Term, Project Operation Terms and the new Price Policy shall also apply after the renewal of the Term.
During the Initial Service Period, Price is fixed as per the Terms and conditions. During any relevant Extended Service Period, Aitenders may increase the fees payable for the Services under this Agreement once per calendar year. If a Client refuses a price increase, such Client shall have the right to terminate the Agreement by sending notice to Aitenders via registered mail within forty-five (45) days following the date that the invoice containing the new price is issued. If the Client duly exercises such right, the Services continue to be provided to the Client according to the previous price until the end of the sixth (6th) month following the date on which the invoice containing the price increase was issued before it ends.
IX. Term & Termination
9.1. Term of agreement
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
9.2. Amendment to the Terms of Service and GTCSU.
Aitenders may amend the Terms of Service and GTCSU on one (1) month’s prior notice to Client by mail or email to its SaaS administrators or by posting information on the Portal and/or any other appropriate means. At the end of one (1) month notice period, if the Client has not terminated the Agreement as permitted by Clause “Termination of the Agreement by the Client pursuant to Clause Amendment of Terms of Service”, the Client will be deemed to have accepted the amended Terms of Service. The latest version of the Terms of Service shall be permanently accessible on the Aitenders website http://www.Aitenders.com/en/terms-and-conditions/ or any other website address notified by Aitenders. Notwithstanding the foregoing, Aitenders may amend the Terms of Service to comply with any law or regulation. In such case, Aitenders will make every effort to notify the Client of the amendment within a reasonable timeframe.
The Client acknowledges that legislative or regulatory changes may, at any time, render the standard application functionalities accessible as part of the Service out of date. Aitenders, as part of the Service, will update the standard application functionalities accessible as part of the Service so it satisfies the new legal provisions provided the updates do not require re-writing a significant proportion of the existing standard application functionalities. The Client also acknowledges that advances in technology, changes in legislation and changes in the requests of clientele may result in Aitenders updating the Service, which may result in upgrading the Technical Prerequisites, for which Aitenders disclaims all liability.
9.4. Term of Purchased Subscriptions.
Subscription will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Aitenders’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Each Party undertakes to fulfil their obligation and to comply with the GTCSU during the Term. In the event that the Client wishes to terminate the Subscription before the Term, the Client acknowledges that the entire initially chosen Term shall be invoiced despite the termination during Subscription in progress, and that they will pay the agreed Price. No refund or credit can be issued for partial use of the Software.
9.5.2 Negligent breach
The Subscription may be terminated early by either Party in the case of failure to comply with the GTCSU and negligent breach of any of the obligations set out therein. Early termination shall take place thirty (30) days after formal notice has been given by registered letter with acknowledgement of receipt to the defaulting Party, stating the intention to apply this explicit termination clause, which has remained without effect.
In Particular :
· In the event of late payment by more than thirty (30) days, Aitenders may consider that the GTCSU have been terminated on the date on which payment is due;
· Aitenders reserves the right to unilaterally terminate a Client’s Subscription if the Content stored, posted and/or exchanged by the Users creates operational or server-related problems.
The termination must be notified to the defaulting Party by registered letter with acknowledgement of receipt.
9.6. Data recovery at the end of the Term
9.6.1 Access to the Software and data recovery by the Client
Notwithstanding the provisions of Article 7.5 of the GTCSU, the Client may, within ninety (90) days of the end of the Term, for whatever reason, make one (1) request to Aitenders in order to allow Users to access their Accounts.
Access is granted for seven (7) days, under the conditions of access to a Trial Account, to consult and export their Content in a structured format, commonly used and readable by any terminal (CSV and/or PDF):
- Documents: all documents uploaded in the platform;
- List of requirements and positions of reviewers;
- Requirements classified by PBS;
- Risks cards;
- Reports: all Reports;
9.6.2 Aitenders Return of Content
The Client may, within ninety (90) days after the end of the Term, for whatever reason, request from Aitenders, for a fee, a copy of their Content, which Aitenders shall return to the Client in a structured format, commonly used and readable by any terminal.
To the extent that the Client’s request relates to matters not provided for in article 9.3.1, or requires Aitenders to implement complex recovery processes, the total cost of recovery of the items listed as follows, external support and secure shipment shall be provided in a quote and shall be borne by the Client.
To the extent that such recovery is technically possible, these items are as follows :
- History of login by employees;
- History of creation and modification
- Machine Learning models created specifically for a client
Aitenders shall remove the Client’s Content from its servers one (1) year after the end of his or her subscription, except for any Content required by law or regulation to be stored for a longer period or a legitimate reason.
X. Liability & Exclusion of Warranties
10.1 Responsibilities and Warranties of Aitenders
Aitenders provides the Software and the Services on the basis of an obligation of means.
Aitenders does not warrant that the Functionalities shall operate without interruption or malfunction, or are free of any defects or errors that may be corrected, or that they are compatible with hardware or a configuration other than those expressly approved by Aitenders.
Aitenders reserves the right to temporarily interrupt at any time, any access to the Functionalities:
- to carry out technical maintenance, updates, or improvements to the Services which shall contribute to their proper functioning or to repair a breakdown. Aitenders shall do its utmost to notify the Client of such interruptions;
- in the event of unavailability of the servers for any reason whatsoever;
- in the event of unpaid invoices, breaches of the GTCSU, violations by a third party of the security of the Software and the Content hosted by Aitenders.
No temporary interruption of the Services shall give rise, in these circumstances, to any payment of compensation to the Client.
The additional services that may be provided by Aitenders at the Client’s request, including configuration, assistance or training, can never substitute for the administrative and management functions and the obligations of the Clients.
Subject to Subscription to the Services concerned, Aitenders’s assistance is provided only for use of the Functionalities, never for the organization or management of the Clients’ activities.
Failing Subscription to the Support Services, Clients may consult the Frequently Asked Questions page available on the Website.
Aitenders does not guarantee that Subscription to the Software and the Services shall improve the performance of the Client’s business.
This clause is essential for Aitenders and forms part of the agreement between the Parties.
In no event shall Aitenders be directly or indirectly liable for any damage caused to Clients, Users or any third party by reason of their fault.
Aitenders reserves the right to terminate the sale of a Tool or of a feature without compensation after a two (2) months’ notice period, and the right to modify and develop the Software’s features at its sole discretion.
10.1.2 Hosting and storage of Client Content
The Software is hosted on Aitenders’s dedicated and secured platform, in a data center located in France. Aitenders’s servers are managed by a professional web hosting provider: MICROSOFT FRANCE.
The Client’s Content, whether stored, uploaded or downloaded by Users, is stored on dedicated external servers belonging to Aitenders.
The Client’s Content shall be stored on Aitenders’s servers for one (1) year after the end of his or her Subscription, except for any Content that may be required by law or regulation to be stored for a longer period.
Aitenders only allows access to the Software and the Content to the persons specifically authorized by Aitenders and the Client.
Aitenders implements the technical measures and means necessary to ensure the security of the connections, the Clients’ Content and their Personal Data. To this end, Aitenders uses the TLS-SSL protocol, which makes it possible to encrypt any information, including billing. This encryption process protects the data by systematic interference of the information before it is transferred to Aitenders.
10.2 Aitenders’s Limited Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Aitenders’s SERVICES (INCLUDING FOR THE FUNCTIONALITIES OFFERED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS IS. Aitenders DOES NOT WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
Throughout the Term and regardless of the cause, Aitenders’s total aggregate liability shall never exceed the amount actually received by Aitenders from a Client as compensation for the Subscription.
However, this liability limit does not apply to liability due to:
- death or personal injury ;
- gross negligence, willful misconduct or fraud ;
- any other basis that cannot be excluded or limited under the applicable regulations.
Aitenders can only be held liable for the damage which Aitenders has directly and exclusively caused, without any joint or in solidum agreement with third parties having contributed to the damage.
10.3 Responsibility and Warranty of the Client
10.3.1 Access and Use of the Software
The Client acknowledges that the Software constitutes a particularly complex platform, particularly in terms of computer technology. Aitenders uses state of the art techniques, but nevertheless, the current state of knowledge, tests and experiments cannot cover all possible uses. The Client therefore undertakes to bear the risks of inadequacy or unavailability of the Functionalities.
The Client acts as an independent entity and, therefore, assumes all risks of its business. It is solely responsible for the Subscription, information on the Content and files sent, distributed or collected, as well as for their operation and updating.
The Client is responsible for:
- their access to and use of the Software by all their Users;
- obtaining and maintaining all necessary equipment to access the Software ;
- Ensuring that such equipment is compatible with the Software.
The Client may, at their own risk, give their clients access to their Account. The Client’s insurance must cover such risks.
The Client must present any claims against Aitenders within forty-eight (48) hours following the event.
10.3.2 The Client and the Users’ Equipment
To use and improve the Software, Aitenders may recommend technical requirements or certain configurations. The Client and the Users are responsible for following these technical requirements or recommendations.
The Client and the Users are solely responsible for their connection to the Internet and all related costs. Access to the Functionalities may be gained by means of software downloaded onto the Clients’ and Users’ terminals. The Client and the Users agree that Aitenders may automatically update such software, and the GTCSU shall apply to such updates.
The Client and the Users declare that they understand that Aitenders cannot be held responsible in the event of an interruption of the Internet connection, for viruses affecting their data and/or software, the possible misuse of Account passwords and, more generally, any damage caused by third parties.
The Client is solely responsible for the use and implementation of means to ensure the security, protection and backup of their equipment, their Content and software. As such, the Client undertakes to take all appropriate measures to protect their Content.
The User undertakes not to commit any act which could jeopardize the security of the Software platform.
10.3.3 Client’s Warranties
The Client guarantees Aitenders (as well as their affiliates, subsidiaries, their officers, directors, employees and agents) against any claim or lawsuit, including reasonable attorney’s fees, made by a third party as a result of the breach of the GTCSU, their misuse of the Functionalities (including by the Users) or the violation of any law or the rights of a third party.
The Client agrees to use the Software in accordance with applicable laws and regulations. In the event that Aitenders is held jointly and severally liable in any administrative or judicial proceedings, due to the irregular use of the Software by the Client and/or the Users, the Client undertakes to indemnify Aitenders for the entire amount that may be claimed from it.
XI. Intellectual Property
11.1 Intellectual Property of Aitenders
The Software, the Website and the Services full belong to Aitenders without limitation. The Client and Users are authorized to use the Software in accordance with the License. All rights not expressly granted by the GTCSU are reserved.
The Aitenders websites and the Software developed by Aitenders are original works protected by intellectual property rights and international conventions.
The Client and the Users warrant that they shall not modify, rent, borrow, sell or distribute such works or create derivative works based in whole or in part on them. They agree not to carry out any reverse engineering, except under the legal conditions.
No use of the Aitenders name or trademark may be made without the prior written consent of Aitenders.
The Client and the Users acknowledge that Aitenders is the sole owner of its intellectual property rights, and in particular the Software, and shall not at any time contest this ownership or the validity of the intellectual property of Aitenders or the rights attached thereto.
The materials available through the Functionalities or on the Website, such as software, databases, Functionalities, platform, web pages, text, photographs, images, icons, sounds, videos and, more generally, all the information available for the Clients and Users, are the sole and exclusive property of Aitenders.
11.2 Intellectual Property of the Clients
Neither Party acquires any intellectual property rights in the other’s databases, nor on its trademarks, drawings, graphics, screens or software.
Thus, the Content belongs to the Clients, who specifically authorizes Aitenders to use the Content, exclusively under the conditions and within the limits provided for in these GTCSU, and in particular in articles 6.2 and XII.
No use of the Client’s name or trademark may be made without the prior written consent of the Client, except for the use of the logo of our clients on the Website and pitch deck to display who are our Client.
XII. Protection of Personal and Client Data
12.1 Description and purposes of the Processing, collected data
The Parties involved in the processing are: the Client, the Client’s employees. Partners and suppliers of the Client, etc.
Aitenders collects the personal data of Users such as – surname, first name, email, address, phone number, photograph, Company Name, Business Unit, job description, the name of their customers or prospects, logins, IP address, etc.
The purposes of the processing are:
· Creation of Accounts (Aitenders Account, Trial Account);
· Management of the security of the Website and the Software;
· Management of commercial relationship (subscriptions, orders, complaints, support);
· Management of prospects and requests for information (sending commercial offers, newsletters, white papers, etc.);
· Management of requests to exercise the rights of Users: rights of access to their Personal Data, rights of rectification, deletion, opposition, portability and processing limitations.
If the Client uses the services to process other Data or categories of Personal Data (such as sensitive Data as defined by the GDPR) or for other processing or purposes, the Client does so at their own risk, and Aitenders cannot be held responsible for any breach of regulations.
12.2 Obligations of the Parties: General
The Parties acknowledge that Aitenders, as the Publisher, will have access to and process the Personal Data entered by the Client into the Software for the sole purpose of fulfilling their obligations under these GTCSU.
As the controller, the Client is responsible for complying with their own legal and regulatory obligations regarding the processing of Personal Data. The Client acknowledges that the resources implemented by Aitenders within the framework of these GTCSU constitute sufficient guarantees of compliance with regulations, and the Client undertakes to comply at all times with the laws and regulations in force in this regard.
As a processor, Aitenders is limited to following the Client’s documented instructions for processing, subject to alerting the Client if instructions are given that do not comply with the regulations.
The Parties acknowledge that the fulfilment of the purpose of these GTCSU and the use of the Services constitute the documented instructions of the Client. It is specified that any instruction not documented in writing or not in compliance with the regulations shall not be taken into account by Aitenders.
Aitenders shall immediately inform the Client if, in their opinion, an instruction constitutes a breach of this regulation or other provisions of EU law or the law of the Member States relating to the protection of Personal Data.
It is understood that Aitenders cannot be held responsible for decisions made by the Client as controller and that the purpose of these GTCSU is not the provision of legal advice.
The Client undertakes to alert Aitenders without delay if the services requested by the Client change, leading to or threatening to change Aitenders’s status in the light of the regulations.
12.3 Obligations of the Processor
12.3.1 Cooperation and Assistance
The Client acknowledges that the following due diligence measures satisfy Aitenders’s obligation of cooperation and assistance to enable them to ensure compliance with the regulations, in particular:
- notifications of personal data breach, which will be transmitted to them by Aitenders as soon as possible after becoming aware of the said breach (12.3.2 Security and confidentiality);
- requests to exercise the rights of the Client’s customers (access, rectification, object, portability). As a processor, Aitenders is limited to assisting the Client in fulfilling their own obligations. Thus, Aitenders never responds to requests to exercise such rights that are addressed directly: in the event that Aitenders comes to be recipient of such a request, it will be sent to the Client as soon as possible so that the Client can manage the consequences;
- documents and information necessary for the satisfaction of the controller of their Accountability obligations.
12.3.2 Security and confidentiality
The Client acknowledges that the following procedures satisfy the obligation of security and confidentiality necessary for compliance of the processing with the regulations:
- The Client’s Data and the Functionalities are hosted on Aitenders’s own servers, hosted in the infrastructure of Microsoft France located in France (ISO 27001 certified, PCI-DSS security, ISO 9001: 2008), one of the top European professional hosts;
- Server security and Aitenders operating software updates are checked in real time;
- Aitenders uses the TLS-SSL protocol to encrypt data transfers. This encryption method protects the data by systematic scrambling of the information before it is transferred to Aitenders ;
- Aitenders only allows access to the Functionalities and the Client’s Data to those specifically authorized by Aitenders and the Client ;
- No employee of Aitenders has access to the Client’s Data unless access to such information is necessary for the Subscription or for the implementation of the Services. At the request of the Client or the Users and subject to Subscription to the Support Services, Aitenders may connect remotely to their Accounts, after formalization of the User’s agreement in a support ticket, to assist them in the configuration or use of the Functionalities ;
- Each employee of Aitenders is bound by a commitment regarding the protection of Personal Data;
- Aitenders will inform the Client of any Personal Data breach, as soon as possible after learning of it in view of the notification period given to the data controller by Articles 33 and 34 of the GDPR.
- Aitenders will promptly investigate any breach of Personal Data in order to remedy such breach.
- Aitenders will inform the Client promptly of the corrective measures and the measures put in place to remedy them.
- Aitenders undertakes to assist the Client in its implementation of a data protection impact assessment, within the limits of the provision of subcontracting and information available to Aitenders, and may not be considered liable because of this.
The Client authorises Aitenders to use subprocessors acting in their name and on their behalf to assist in the processing of the Client’s Personal Data. Thus, Aitenders uses the following subprocessors:
- Microsoft France (hosting)
- Jira (Ticketing system)
Aitenders takes all necessary precautions to the choice of their sub processors to whom their Client’s Personal Data are entrusted, and shall inform the Client of any planned changes regarding the addition or replacement of a sub processor by any written notification at their earliest convenience.
The Client may object to such an addition or replacement by notifying Aitenders in writing within ten (10) days of receipt of the Aitenders’s addition or replacement notification. The Client acknowledges and agrees that the absence of an objection within the aforementioned period shall constitute an acceptance on its part of a new processor. In the event that the Client objects to the appointment of a subprocessor, for a legitimate reason, the Parties agree that either Party may terminate the Subscription.
Contracts entered into by Aitenders with any subprocessor contain the same obligations as set out in these GTCSU, including requiring the subprocessor to process the Client’s Personal Data only in accordance with Aitenders’s written instructions.
Aitenders remains fully liable towards the Client for any processing carried out by the subprocessor in violation of the obligations of these GTCSU.
On request, Aitenders will send to the Client any document reasonably necessary to demonstrate Aitenders’s compliance with its obligations as a processor under the Agreement by e-mail. Any other method for sending these documents will be at the Client’s expense. The Client may request additional verification from Aitenders if the documents provided do not enable it to verify Aitenders’s compliance with its obligations as a processor under the Agreement. In such case, the Client should make a written request to Aitenders, by registered letter with acknowledgement of receipt, in which Client justifies its request for further information. Aitenders shall answer the Client as soon as possible.
If, despite Aitenders’s answer, the Client questions the veracity or completeness of the information provided or, in the event of imminent risks to the security of Personal Data, the Client may carry out an on-site audit subject to compliance with the following conditions (“Audit”): (i) the Client makes a written request for an on-site Audit to Aitenders, by registered letter with acknowledgement of receipt, by justifying and documenting its request; (ii) Aitenders shall provide a response to the Client specifying the scope and conditions of the on-site Audit. Since the security of Aitenders’s information system and data centers is subject to restricted access, the scope of an onsite Audit will be limited to the operations and systems Aitenders uses for the processing of Personal Data entrusted to Aitenders by the Client under the Agreement; (iii) The Audit shall not exceed two (2) business days which will be invoiced by Aitenders to the Client at the rates in effect at the time the Audit is carried out; (iv) This Audit may be carried out by the Client’s internal auditors or may be entrusted to any service provider chosen by the Client, that is not a competitor of Aitenders; (v) Auditors must make a formal commitment not to disclose information collected at Aitenders regardless of how it is obtained. A non-disclosure agreement must be signed by the auditors and communicated to Aitenders before the Audit takes place. As part of the Audit, Aitenders will provide access to its premises, and to the documents and persons reasonably necessary for the auditors to conduct the Audit in satisfactory conditions. The Client and/or the Auditors (as the case may be) must make reasonable endeavors to minimize any disruption to Aitenders’s business operations including the operation of the Service. The Audit report must be made available to Aitenders by the auditors before being finalized, so that Aitenders can submit any comments, and the final report must take into account and respond to these comments. The Audit report will then be sent to Aitenders and discussed at a meeting between the Parties. In the event that the final Audit report reveals any breach of the commitments made in relation to the Service, Aitenders shall propose a corrective action plan within twenty (20) business days of the meeting between the Parties. For the purposes of this clause, “business day” means a day between Monday and Friday which is not a public holiday in metropolitan France. Subject to material changes of circumstances and events which justify the implementation of an Audit at shorter notice, Audits may be carried out by the Client on Aitenders’s site only once during the initial period of the Agreement, and subsequently only once per renewal period.
12.3.5 Location – Data Transfers
Personal Data of Users are stored in France on Aitenders servers, hosted by MICROSOFT France.
Transfers to the United States with appropriate guarantees may be considered, for certain IT services, only for the purposes described in Article 12.1.
For their service providers established in the United States, Aitenders verifies, prior to the transfer, that they have joined the EU-US Privacy Shield, which ensures an adequate level of data protection (Decision (EU) 2016/1250 of 12 July 2016).
If Aitenders were to transfer the Personal Data to other non-EU providers, Aitenders would first ensure they are bound by the standard contractual clauses approved by the European Commission.
12.3.6 Restitution, destruction of Personal Data
At the end of this Agreement, at the Client’s option and within 30 days of the Client’s request to Aitenders for this purpose, Aitenders will immediately return to the Client all Personal Data and all copies thereof or will delete or destroy the Personal Data in a secure manner.
12.4 Non-use of Client Data
The Client remains the owner of the Client Data. Excluding the use described in Clause “Use of Statistical Information,” Aitenders shall refrain from using, modifying, assigning or transferring to a third party, in whole or in part, whether or not for consideration, the Client Data which may have been communicated to Aitenders by the Client for implementation of the Service, for purposes other than purposes of the Agreement. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Client Data.
12.5 use of Statistical information
Notwithstanding Clause “Non-use of Client Data,” Aitenders may use Client Data as and to the extent necessary to prepare its invoices, develop usage statistics and to provide support to the Client Aitenders may also compile and publish anonymized aggregate statistics, provided they do not identify the Client’s Confidential Information and do not include any Personal Data. Aitenders shall retain all intellectual property rights over the results of such statistical analysis
XIII. Interoperability And Subcontracting
In accordance with article L.122-6-1 of the French Intellectual Property Code, the Client may obtain information from Aitenders on the interoperability of the Software by sending its request by registered mail to our Head office adress.
Aitenders shall have a period of two (2) months to send the requested information to the Client. The information shall be disclosed for the sole purpose of fulfilling its legal obligations.
Under no circumstances shall this information be provided by the Client to a third party, even free of charge.
Notwithstanding the provisions of Article 12.3.3, Aitenders reserves the right to subcontract all services, to assist it in achieving the purpose of the GTCSU.
XIV. Security of the Services
Aitenders shall implement state of the art technical measures to ensure physical and logical security of the servers and networks under its responsibility and control. Each Party will promptly notify the other Party on becoming aware of any fact likely to constitute an attack on the physical or logical security of the environment of the other Party (e.g. attempted intrusion).
14.2 Secure access to premises
Unless otherwise provided in the Terms of Service, Aitenders shall establish an access control system at the premises where the Services are performed, so that only persons authorized by Aitenders or accompanied by authorized members of Aitenders personnel can access them. It shall adopt all provisions to avoid any unlawful entry.
14.3 Security of standard application functionalities
Aitenders shall implement the measures necessary to prevent access to the Service and Client Data, except to persons authorized by Aitenders and persons authorized by the Client.
14.4 Security of connections
To ensure confidentiality of data transiting between the user workstation and the Service access point, all connections are secure. The flow of data, using non-secure telecommunications network uses acknowledged security protocols, for example HTTPS or SFTP (based on Secure Shell – SSH).
14.5 Security of Client Data
Aitenders shall implement state of the art measures to preserve the security of Client Data and prevent unauthorized modification, loss or disclosure, including by:
– adopting all useful measures according to state of the art to avoid any fraudulent use or misappropriation of Client Data;
– refraining from making copies of documents and media containing Client Data entrusted to it, except those strictly necessary for provision of the Service;
– respecting confidentiality and refraining from disclosing Client Data to other persons, whether private or public, legal or natural, except to the extent disclosure is required by law or a competent administrative or judicial authority, or is necessary in connection with a judicial action pursuant to Clauses “Amicable Disputes Resolution” and “Applicable Law and Jurisdiction”.
Aitenders shall ensure logical separation between Client Data and the data of other clients. Provisions pertaining to security of Personal Data are inserted in Annex “Protection of Personal Data Policy”.
XV. Miscellaneous provisions
15.1 Non-Solicitation of Personnel
The Client undertakes not to hire or solicit the hiring or the services (in any form whatsoever) for themself or for a third party, directly or indirectly, of any employee of Aitenders (i.e. any employee of Aitenders on the day of the conclusion of the Subscription, or who concludes an employment contract with Aitenders during the Term, regardless of whether said person left Aitenders during the said Term) or to encourage one of Aitenders’s employees to quit the job that he or she performs or shall perform within Aitenders.
This obligation shall terminate twelve (12) months after termination of the Subscription for any reason whatsoever.
In the event of breach of this article, the Client agrees to pay Aitenders, as a penalty clause, an amount equal to twelve (12) months of the monthly salary (net of employer and employee social contributions) paid by Aitenders to the employee concerned, on the date on which the breach of the obligation is established. This penalty shall be due for each Aitenders employee who is hired by the Client or whose services are solicited by the Client in any form whatsoever.
In accordance with Article 1228 of the French Civil Code, Aitenders may pursue the enforced execution of this obligation instead of claiming payment of this penalty clause.
“Confidential Information” means, without limitation, all information and data communicated –in writing and/or orally– by one Party to the other Party in connection with implementing the Subscription, in particular graphs, drawings, plans, reports, client lists, price lists, results, meeting minutes, instructions and other items of any kind.
Each Party undertakes on its behalf (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep the Confidential Information strictly confidential, using the same means and procedures as those used for their own confidential information.
This confidentiality obligation does not cover Confidential Information:
- that is in the public domain at the time of its communication or information which has fallen into the public domain after this date (without this being the result of a violation of the GTCSU);
- that has been disclosed to a Party on a non-confidential basis by a source other than the other Party, provided that it is not in violation of a confidentiality agreement or the GTCSU;
- and that any law or regulation or any court decision or authority would require to be disclosed.
15.3 Lack of Right of Withdrawal
In accordance with the French Consumer Code, the right of withdrawal is not applicable to the services provided by Aitenders insofar as they are exclusively intended for professional Clients and necessarily fall within their main field of activity, whether it is commercial, industrial, craft, self-employment or agricultural, including when acting in the name or on behalf of another professional.
For any request, Clients and Users can write to Aitenders at: 20 rue Professeur Benoit Lauras 42 000 Saint Etienne.
Clients and Users may report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending a notification to Aitenders with the following information:
· Date of the notification ;
· First and last name, employment, address, nationality, date and place of birth (and for a company: type of company, name, address and name of its representative);
· A description of the facts and their location;
· The reason for the notification (with a legal explanation);
· A copy of the letter sent to the author of the content or justification that the author cannot be contacted.
15.5 Force Majeure
No party will be responsible for any fault or delay in performance caused by a factor constituting a case of force majeure in application of Article 1218 of the French Civil Code, such as, but not limited to, fires, floods, natural disasters, earthquake, Internet connection interruptions by the ISP, cyber-attacks, strikes, or lockouts (“Force Majeure”).
In such a case, the obligations of the Parties shall be suspended from the notification of this cause for exemption by one of the Parties to the other Party until the problem is resolved.
Should such circumstances continue for more than fifteen (15) days, the Parties agree to enter into discussions to modify the terms of their respective commitments.
If no agreement or alternative is possible, these commitments can then be revoked without damages, by simple written notification by registered letter with acknowledgement of receipt, without any compensation or notice.
15.6 Severability, Waiver, Disability
No waiver by Aitenders of any of their obligations shall be considered or construed as a waiver of their benefit.
If one or more clauses of the GTCSU are declared invalid, the rest of the clauses shall retain their full force and effect. In this case, the Parties shall, if possible, replace the canceled clause with a valid clause in line with the spirit and purpose of the GTCSU.
15.7 Relationship Between the Parties
Under no circumstances shall the GTCSU be considered as establishing a de facto or joint-stock company between the Parties or any other situation entailing any mutual or joint representation between them with regard to third parties. The GTCSU shall not create any relationship of subordination between the Parties, who retain their full autonomy with respect to each other.
15.8 Intuitu personae
The Clients and Users are strictly prohibited from assigning all or part of their rights and obligations under the GTCSU.
15.9 Survival of articles
Articles IX, X, XI, XII, XIII and XV shall survive the expiration or termination of the Subscription for any reason whatsoever.
15.10 Ethics and Sustainable Development
The Parties declare that they abide by the principles advocated by the International Labor Organization and their existing labor law legislation, participate in occupational safety risk prevention and, more generally, comply with the legislation in force with respect to the health and safety of workers, adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.
The Client warrants that it will use the Service provided by Aitenders in compliance with the applicable laws and regulations, notably concerning tax. Should Aitenders be held jointly and severally liable by the tax administration for payment of backdated tax issued following irregular use by the Client of the Services, the Client shall indemnify Aitenders against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Aitenders arising out of or in connection with the claim of the tax administration against Aitenders.
15.11. Social Regulations
Aitenders undertakes to apply all legal and regulatory provisions incumbent on it concerning labor law and social security legislation, and in particular to provide the Client, upon request, with all certificates the Client is entitled to request. Aitenders’s employees shall remain Aitenders’s employees at all times. Aitenders’s employees fulfill their functions, under the management, supervision and responsibility of Aitenders, which shall be responsible throughout the term of the Agreement, for their administrative, accounting and social management.
The Client represents that it shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents, to engage in any activity, practice or conduct which would constitute an offence under ethics, anti-bribery and anti-corruption applicable laws and regulations including without limitation the OECD Convention, the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010 (Bribery Act). The Client notably represents that it shall not use any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. Should the Client become aware of a breach of this Clause, the Client shall notify Aitenders within twenty four (24) hours on becoming aware of such breach.
The Client undertakes to comply strictly with export control laws and regulations applicable, including without limitation in France, in United-Kingdom, in European Union and in the United States.
XVI. Applicable Law
The GTCSU are governed by French law.
The effective date of the GTCSU is May 28, 2020. In the event that a translated version of the GTCSU conflicts with the French version, the French version shall prevail.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LITIGATION WITH RESPECT TO ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBJECT TO THE EXCLUSIVE AUTHORITY OF THE COURTS HAVING JURISDICTION OVER AITENDERS’S REGISTERED OFFICE, DESPITE MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.