General Terms and Conditions of Sale and Use

As of September 1, 2018

Version française

 
  1. About Qucit

    Thank you for choosing to use our Services. The Services are provided by Qucit, a simplified joint-stock company with capital of €192,617.88, registered in the Bordeaux Trade and Companies Register under number 802 524 512, whose registered office is located at 213, cours Victor Hugo, Parc Newton 33130 Bègles, France ("Qucit").

  2. 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 Services. They shall be accepted by the Client at the time of Subscription and upon each amendment of the GTCSU.

    In any case, 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. Qucit reserves the right to modify the GTCSU at any time by notifying Clients and Users by e-mail or when connecting to the Services of any new version, and agree to be bound by such terms.

  3. Definitions

    The terms beginning with a capital letter in the GTCSU shall have the following meanings:

    ● Administrator(s) means the Client or the natural persons employed by the Client and authorized to use the Applications for professional purposes: they have access to an Account allowing them to configure the Applications and to configure or perform actions on the Employees' Accounts;

    ● API (Application Programming Interface) refers to the programming interface allowing Clients to interconnect the Qucit Solution to third-party tools (web or desktop application) under their sole responsibility;

    ● Applications refer to predictive applications and/or urban service management applications developed by Qucit and accessible in "software as a service" (SaaS), mobile application or via an API and to which the Client can subscribe;

    ● Client refers to the legal or natural person subscribing for professional purposes to the Services, which fall within the scope of its commercial or industrial activity, including when acting in the name or on behalf of another professional

    ● Employee(s) refers to the natural persons employed by the Client and authorized to use the Applications for professional purposes: they have access to an Account configured by the Administrator without administrative rights on the Applications;

    ● Account refers to a valid account giving access to the Applications and, more generally, to the Services subscribed to by the Client;

    ● Content refers to any content that Users can file, download or connect from the Applications, including Personal Data;

    ● Quotation refers to the written document proposed by Qucit to the Client containing its offer of Services and Prices. In the event of any contradiction between the GTCSU and the Quotation, the Quotation shall prevail;

    ● Personal Data refers to any personal data relating to a physical person who is or could be identified;

    ● Term refers to the firm number of months (twelve (12), twenty-four (24), thirty-six (36) or any other number agreed between Qucit and the Client) chosen by the Client during which he is authorized to access and use the Services;

    ● Plan refers to the type of offer subscribed by the Client (Basic, Standard, Advanced,...) defining in particular the functionalities available in the Applications;

    ● License refers to the non-exclusive license to use the Applications granted by Qucit to the Client and Users;

    ● Party(ies) refers to Qucit and/or the Client;

    ● Privacy Policy refers to the document established by Qucit presenting its processing of Personal Data of the Client and Users and defining their corresponding rights https://qucit.com/privacy-policy

    ● Price refers the prices of the Services selected by the Client;

    ● Services/Solution refers to the supply of the Applications and the additional services that may be provided by Qucit, at the Client's request, including configuration, assistance or training, etc.;

    ● Website refers to the Qucit website accessible at https://qucit.com/ and presenting the Services;

    ● Subscription refers to the contractual commitment binding the Client to Qucit to benefit from the Services.

    ● Users refers to the Administrators and, where applicable, the Employees and 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.

  4. Description of the Services provided by Qucit

    4.1. Description of the Services

    Qucit offers Online Applications (including for smartphones and tablets) allowing it to provide predictive information and manage systems such as shared vehicles, on and off street parking, roads and highways or other urban services allowing to store Content.

    At the Client’s request and for a fee, Qucit may help and assist the Client with identifying its needs with regard to the Applications and train the Administrators and the Employees to optimize the use of the Applications. The Users can contact the support team by email to obtain information about access to the Applications.

    4.2. Users

    User Accounts have several levels of access: Administrator and different levels of Employees that may differ depending on the Applications.

    By default, the Account configured by Qucit is an Administrator Account.When the Client subscribes to Employee Accounts for one or more of the Employees, they have access to the Services under the conditions defined by the Administrators.

    Administrators may, under their sole responsibility, offer dedicated free access to third parties who are exclusively contracting partners of the Client, who may consult the Content defined by the Administrators and, if necessary, download it.

    Administrators have access to all the Employees’ Content.

  5. Access to Services on Registration

    5.1. Registering and creating the Administrator Account

    In order to access and use the Services, the Client and the Users must be legally able to enter into a contract and must comply with all applicable laws (French and/or foreign). The Services must be used for professional purposes only. At the Client’s request, Qucit shall create the Administrator Account, using the following information provided by the Client:

    ●The name of the company;

    ● First and last name of the Administrator,

    ● An e-mail address;

    ● A phone number;

    ● The country.

    The email address must remain valid for as long as the Account remains active. In the event of a change of the Account Administrator, the Client or the Administrator concerned must notify Qucit in writing, by e-mail or by request to the support team, providing it with the new information relevant for the modification of the Account and the update of the Account for the new Administrator.

    5.2. User Accounts

    The Administrators and the Employees declare that they are authorized to use the Services and have accepted the GTCSU on behalf of the Client.

    The Administrator sets the configuration for the Employee Accounts.

    The Administrator also sets, where applicable, under its sole responsibility, the access limits to the Client's third-party clients.

    From their Account, Users access a dashboard allowing them to use the Applications and have storage space for their Content.

    Third parties who have been granted access to the Services on a Trial basis declare that they are authorised to use the services and that they have accepted the GTCSU in all their provisions.

    5.3. Password

    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 the theft of their password.

    Qucit recommends that Users change their passwords regularly and that they choose complex passwords that include specific letters, numbers and characters.

    Qucit invites Users to consult the “CNIL”website, which offers a list of tips for managing passwords in complete security.

    5.4. The Mobile Application Published by Qucit

    For some Applications, Qucit provides mobile applications giving access to the Services with a touch interface accessible from most smartphones and tablets. Mobile applications can then offer additional and different Service functionalities in their presentation and content from those accessible via the dashboard.

  6. Qucit’s Obligations

    6.1. Qucit’s Obligations

    Qucit grants the Client and the Users on behalf of the Client a non-exclusive right to access and use the Services in accordance with the GTCSU.

    Qucit undertakes to exercise caution and diligence in providing a quality service, in accordance with the usual practices and the rules of the art.

    Qucit shall endeavor to provide continuous access to the Applications, 24 hours a day/7 days a week, except in the case of scheduled maintenance as defined in Article 10.1.3 of the GTCSU, suspension of access to the Applications for one of the causes provided for in this article or of force majeure, as defined in article 15.5 of the GTCSU.

    6.2. Obligations Associated With Client's Content

    Qucit 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 the provision of the Applications (including associated technical support and continuous improvement of mathematical models);

    ● not modify or change the Content;

    ● take reasonable precautions to ensure the physical protection of the User Content. Qucit performs daily backups of Client Content. These backups are maintained for up to 3 months. All communication between Qucit and the Client is encrypted using TLS encryption.

  7. Client and User Obligations

    7.1. Access to the applications by the Users

    Users must use the Applications in accordance with the GTCSU. They agree to be bound by the License for the entire Term.

    The Client shall ensure that Users comply with the GTCSU.

    To access the Applications, Users must have access to a terminal connected to the Internet and must use a recent browser configured for accepting cookies. Qucit also recommends the use of Chrome, Firefox or Safari browsers. All costs necessary for the equipment and connection of Users to the Internet and their access to and use of the Applications are the sole responsibility of the Client on behalf of whom the Services are used.

    Qucit offers the Client paid User Training Services. By default, Users will configure, under their sole responsibility, the Applications and will check their compatibility with their terminals.

    7.2. Use of the services

    To use and access the Services, 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 Applications according to their purpose and according to the terms of the GTCSU and cooperate in good faith with Qucit;

    ● use the API in accordance with the online documentation at https://qucit.com/documentation-api_en/ ;

    ● respect the rights of third parties and, more generally, all laws and regulations in force relating to the use of the Services;

    ● not to harm Qucit’s reputation, to denigrate the Services or to slander Qucit, especially on the Internet, including social networks, and agrees to use caution and discretion with respect to Qucit, its employees and/or its Services that they would like to put online;

    ● not engage in any conduct that may interrupt, destroy, limit or otherwise harm Qucit or permit Clients and Users to access and use the Services without authorization, including using viruses, malicious code, programs or files;

    ● not copy or sell any part of the Applications and the Website, whether in whole or in part.

    In the event of a violation of the foregoing, Qucit reserves the right to suspend access to the Client's Accounts without compensation.

    The Client acknowledges having:

    ● verified the suitability of the Services to its needs and having received all the information and advice necessary to subscribe to the Services.

    ● been fully informed by Qucit of the extent of its contractual obligations under the GTCSU.

    7.3. Contenu appartenant au Client et accessible via les Applications

    The Client is fully and solely responsible for the Content downloaded, stored or posted by Users through the Applications. They are informed that the use of the Applications does not exempt them from making such back-up copies.

    The Client grants to Qucit a non-exclusive right to use the Users’ Content in order to operate, feed and improve the Applications and to store their Content.

    With respect to the Content, the Client undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data, including filing any declaration required by the local data protection authority.

    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.

    At the end of the Term, the Client shall notify Users by any means that they must download their Content from the Applications if this has not already been done. They acknowledge that Qucit does not host their Content indefinitely and that it is their responsibility to ensure that upon termination or termination of the Subscription, they export the last backup of their Content in accordance with article 9.2.3 of the GTCSU.

    7.4. Payment

    The Client agrees to make the payments to Qucit in accordance with article VIII of the GTCSU.

  8. Price

    8.1. Price of the Services

    Before the Subscription and at the Client’s request, the Prices applicable for the Services shall be communicated to the Client by any means chosen by Qucit.

    Prices may differ depending on the type and number of Applications, the particular characteristics of the Client's system(s) for which Applications are used, the number and type of Users and taking into account applicable currencies and the possible application of taxes.

    Throughout the Term, the Client shall be committed to the Applications it chose at the beginning of the Subscription. The list of the Client’s Applications is indicated in the Quotation validated by said Client.

    During the Term, the Client may increase the number of Applications, modify the characteristics of the system (e.g. increase in the number of shared vehicle docking stations, managed parking spaces, etc.) and subscribe to a Plan of a higher amount, but may not in any case exchange one Applications for another Application or decrease the subscribed number of Applications or subscribe to a Plan of a lower amount.

    Qucit reserves the right to make promotional offers that may differ from the Price policy communicated to the Client.

    8.2. Payment

    All Prices due under the GTCSU are payable annually at the beginning of the period. In the event of a change in the characteristics of the Client's system(s) during the Term or in the event of subscriptions for new Applications, an adjustment invoice is issued during the term.

    The Client makes payments by bank transfer.

    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 Qucit 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, Qucit reserves the right to suspend access to the Services until the payment in full is received.

    8.3. Invoices

    Invoices shall be established only by electronic means, which the Client expressly accepts.

    The Client agrees to inform Qucit 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 e-mail 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 e-mail, the Client shall be deemed to have accepted the invoice

    8.4. Changes in the Price Policy

    Qucit reserves the right to update its Price policy at any time subject to the following provisions.

    The new Price policy shall be immediately applicable (i) for new Clients and (ii) for the new Applications, regardless of whether the Clients are new or existing.

    ● For existing Clients, the new Price Policy for existing Services shall apply after renewal of the Term.

    The Prices applicable to Clients when creating their Account are guaranteed until the renewal of the Term.

    ● For renewals for a Multi-Year Term, the Prices will remain unchanged from the first year of Subscription.

  9. Term & Termination

    9.1. Term

    The Subscription is for a Term of twelve (12), twenty-four (24), thirty-six (36) or any other number of months agreed between Qucit and the Client , and may be renewed at the request of the Client for the Term and the Applications of his choice.

    In the case where the Client does not request renewal, the Subscription shall end on the last day of the Term.

    9.2. Termination

    9.2.1 Termination by the Client

    The Client may terminate the Subscription by informing Qucit by any written means that provides proof of receipt.

    Any termination shall be effective at the end of the Term initially chosen: the entire initially chosen Term shall be invoiced despite the termination during Subscription.

    No refund or credit can be issued for partial use of the Services.

    9.2.2 Termination by Qucit

    Qucit reserves the right to terminate a Client’s Subscription at any time in the event of failure to comply with the GTCSU by the said Client or by the Users of the Account through which the Services are used. In the event of late payment by more than thirty (30) days, Qucit may consider that the GTCSU have been terminated on the date on which payment is due. Qucit 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 Client concerned shall be notified by registered letter and the Users shall have access to the Applications for a period not exceeding one (1) month.

    The prices paid by the Client corresponding to the Term remaining to run beyond the said notice period shall be reimbursed.

    9.2.3 Access to data / Recovery of data / Deletion of data

    After the Term or Termination of the Subscription, for any reason, Clients may, within three (3) months of the end of their subscription, make a request to Qucit to allow Users to access the Applications for a period of 48 hours under the terms of a trial access to the Services to view and export their data.

    Under the same conditions and for the same period, the Client may request from Qucit a copy of the last backup of his or her Content, that Qucit shall return to the Client in a structured format, commonly used and readable by any terminal. This return will be made in the form of a download or, if the volume is too large, by sending an external medium.

    In the latter case, all costs (external medium and secure shipment) shall be borne by the Client.

    Qucit shall remove the Client’s Content from its servers twelve (12) months after the end of his or her subscription, except for any Content required by law or regulation to be stored for a longer period.

  10. Liability & Exclusion of Warranties

    10.1 Responsibilities and Warranties of Qucit

    10.1.1 General

    Qucit provides the Services on the basis of an obligation of means.

    The Services can never substitute for the administrative and management functions and the obligations of the Clients. Subject to Subscription to the Services concerned, Qucit's assistance is given only for the use of the Applications, but not for the organization or management of the Clients' activities.

    The information provided by Qucit, regardless of its nature, does not constitute advice.

    Qucit does not guarantee that the Services and Applications will enable the Client to achieve the expected results or achieve the desired objectives. More generally, Qucit does not guarantee that Subscription to Services and Applications shall improve the performance of the Client's business.

    This clause is essential for Qucit and forms part of the agreement between the Parties.

    In no event shall Qucit be directly or indirectly liable for any damage caused to Clients, Users or any third party by reason of their fault. Qucit reserves the right to terminate the sale of the Services without compensation after a two (2) months’ notice period, and the right to modify the Services at its sole discretion, including the functionality of the Applications.

    10.1.2 Hosting of Client Content, Archiving and Security

    The Applications are hosted by Qucit's cloud providers in data centers located in France and Ireland. Qucit's servers are managed by web hosting professionals: OVH and Amazon Web Services (AWS).

    Client Content is stored on Qucit's servers for archiving for a maximum of twelve (12) months after the end of its subscription, except for any Content whose longer retention would be required by law or regulation.

    Qucit only allows access to the Services and the Content to the persons specifically authorized by Qucit and the Client.

    Qucit implements the technical measures and means necessary to ensure the security of the connections, the Clients’ Content and their Personal Data. To this end, Qucit uses the TLS-SSL protocol, which allows any information to be encrypted. This encryption process protects the data by systematic interference of the information before it is transferred to Qucit

    10.1.3 Services

    Qucit does not warrant that the Services are free of any defects or errors that may be corrected or that the Applications shall operate without interruption or malfunction, or that they are compatible with equipment or configuration other than those expressly approved by Qucit.

    Applications updates may be made at any time and may cause a temporary interruption of the Services. Qucit reserves the right to temporarily interrupt access to the Applications and, more generally, to the Services:

    ● to carry out technical maintenance or improvements to the Services that will contribute to their proper functioning or to repair a breakdown. Qucit will make its best efforts 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 Applications and the Content hosted by Qucit.

    No temporary interruption of the Services shall give rise to any payment of compensation to the Client. The Services may be modified according to improvements and updates made without notice to the Client and Users. The Services may be modified, amended and/or otherwise changed at any time and at Qucit's sole discretion.

    10.2 Qucit’s Limited Warranty

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, QUCIT’S SERVICES ARE PROVIDED AND LICENSED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. QUCIT DOES NOT GUARANTEE THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

    Whatever the cause, Qucit's total aggregate liability shall never exceed the amount of the sums actually received from a Client by Qucit as compensation for the Services for the Term. Qucit may only be held liable for the damage directly and exclusively caused by Qucit, without any joint and several liability or in solidum with third parties having contributed to the damage.

    10.3 Responsibility and Warranty of the Client

    10.3.1 Access and Use of the Services

    The Client acknowledges that the Applications constitute a particularly complex platform, particularly in terms of computer technology.

    In 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 Applications.

    The Client acts as an independent entity and, therefore, assumes all risks 14 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:

    ● its access to and use of the Services, including by its Users;

    ● obtaining and maintaining all necessary equipment to access the Applications;

    ● ensuring that such equipment is compatible with the Applications. The Client must present any claims against Qucit within forty-eight (48) hours following the event.

    10.3.2 Client Content

    The Client and the Users agree that Qucit has no control over their Content. The Client and the Users warrant that they are fully and solely responsible for the Content and that they own all rights, or have obtained all necessary authorizations to use the Content.

    The Client and the Users are responsible for any publication of Content on their Account. They shall not provide Content that may be found to be illegal, indecent, or otherwise damaging in any way or form, including, without limitation, Content that violates the rights of third parties.

    The Client is responsible for compliance with the legal and regulatory obligations regarding the processing of Personal Data.

    The Client undertakes to comply at all times with the laws and regulations in force and to respond to any request from Qucit for information to verify the conformity of the processing and the security of the Personal Data that the Client processes directly or indirectly.

    The Customer and Users must take, during such a period, all measures to back up their Content regularly and more particularly after the Term.

    10.3.3 The Client and the Users’ Equipment

    To use and improve the Services, Qucit 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 Services may be achieved by downloading software from Customer and User terminals.

    The Client and the Users agree that Qucit may update such software, and the GTCSU shall apply to such updates.

    The Client and the Users declare that they understand that Qucit cannot be held liable 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, for 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 its equipment, its Content and software.

    As such, the Client undertakes to take all appropriate measures to protect its Content. The User undertakes not to commit any act which could jeopardize the security of the Services

    10.3.4 Client’s Warranties

    The Client guarantees Qucit (and its affiliates and subsidiaries and their directors, administrators, employees and agents) against any claim or lawsuit, including reasonable attorney's fees, made by a third party as a result of the violation of the GTCSU, their misuse of the Services (including by Users) or the violation of any law or the rights of a third party.

    The Client agrees to use the Services in accordance with applicable laws and regulations in force. In the event that Qucit is held jointly and severally liable by the tax authorities due to the irregular use of the Services by the Client and/or the Users, the Client undertakes to compensate Qucit for all sums that may be claimed from it.

  11. Intellectual Property

    11.1 Intellectual Property of Qucit

    The Applications, the Website and the Services full belong to Qucit without limitation.

    The Client and Users are authorized to use the Services in accordance with the License. All rights not expressly granted by the GTCSU are reserved. Qucit's websites and the software developed by Qucit 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 undertake not to implement a reverse engineering process (reverse engineering).

    No use of Qucit's name or trademark may be made without its prior written consent.

    The Client and the Users acknowledge that Qucit is the sole owner of its intellectual property rights, and in particular the Applications, and shall not at any time contest this ownership or the validity of the intellectual property of Qucit or the rights attached thereto.

    The materials available through the Services or on the Website, such as software, databases, tools, platform, web pages, text, photographs, images, icons, sounds, videos and, more generally, all information available for the Clients and Users, are the sole and exclusive property of Qucit.

    Neither Party acquires any intellectual property rights in the other's databases, nor on its trademarks, drawings, graphics, screens or software. The Client and the Users are authorized to use the Applications only under the terms of the License.

    11.2 Intellectual Property of the Clients

    The Content belongs to the Clients, who specifically authorises Qucit 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.

  12. Protection of Personal Data

    European Regulation 2016/679 of 27 April 2016 (GDPR), which entered into force on 25 May 2018, provides for a new system for the protection of Personal Data. In particular, article 28 of the GDPR specifies that the controller and the processor must contractually provide a certain number of specific statements relating to the processing of Personal Data, which are set out in this Article.

    12.1 Description of the Processing

    Qucit collects and processes the data that Users voluntarily provide in order to access the Solution and to use the Solution in accordance with these GTCSU, as well as User preferences and traffic data:

    - surname, first name, email, address, logins, IP address, etc.

    If the Client uses the services to process other Data or categories of Personal Data or for other processing or purposes, the Client does so at its own risk, and Qucit cannot be held liable for any failure to comply with the regulations.

    The parties concerned by the processing are: the Client, the Client's employees. clients, prospects and the clients of the Client, etc.

    12.2 Obligations of the Parties: General

    The Parties acknowledge that Qucit, in order to fulfil its obligations under these GTCSU, will have access to and process the Personal Data provided by the Client as a processor within the meaning of the regulations.

    The Client acknowledges that the resources implemented by Qucit under these GTCSU constitute sufficient guarantees of compliance with the regulations.

    Qucit undertakes to process the Personal Data defined in Article 12.1 hereof for the sole purpose of, and under the conditions agreed in the GTCSU, in order to provide the services and fulfil its obligations under these GTCSU.

    As the controller, the Client is responsible for complying with its own legal and regulatory obligations regarding the processing of Personal Data. The Client undertakes to comply at all times with the laws and regulations in force in this regard.

    As a Processor, Qucit limits itself to following the Client's documented processing instructions, subject to alerting the Client in the event of instructions given that do not comply with regulations.

    The Parties acknowledge that the achievement of the purpose of these GTCSU and the use of the Services constitute the Client's documented instructions. It is specified that 18 any instruction not documented in writing or not in compliance with the regulations shall not be taken into account by Qucit. Qucit shall immediately inform the Client if, in its opinion, an instruction constitutes a violation 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 Qucit cannot be held responsible for decisions made by the Client as controller and that the purpose of these GTCSU is not to provide legal advice.

    The Client undertakes to notify Qucit without delay in the event of any change in the services requested by the Client that results in, or is likely to result in, a change in Qucit's status under the regulations.

    12.3 Obligations of the Processor

    12.3.1 Cooperation and assistance

    The Client acknowledges that the following due diligence measures satisfy Qucit's obligation of cooperation and assistance to enable it to ensure compliance with the regulations, in particular with regard to:

    ● notifications of violations, which will be transmitted to the Client by Qucit as soon as possible after becoming aware of the said violation (12.3.2 Security and confidentiality);

    ● requests to exercise the rights of the Client's clients (access, rectification, object, portability). As a processor, Qucit is limited to assisting the Client to fulfil its own obligations. Thus, Qucit never responds to requests to exercise such rights that are addressed directly: in the event that Qucit receives such a request, it will be sent to the Client as soon as possible so that the Client can manage the follow-up to be given to it;

    ● documents and information necessary for the controller to fulfil his accountability obligations.

    12.3.2 Security and confidentiality

    The Client acknowledges that the following procedures satisfy the obligation of security and confidentiality necessary to ensure that the processing complies with the regulations:

    ● The Client's Data and Services are hosted by Qucit's cloud providers in data centers located in France and Ireland. Qucit's servers are managed by web hosting professionals: OVH and AWS;

    ● The security control of the servers and the update of Qucit's operating systems is performed in real time;

    ● Qucit uses the TLS-SSL protocol to encrypt data transfers. This encryption method protects the data by systematically scrambling information before it is transferred to Qucit.

    ● Qucit only allows access to the Services and the Client's Data to those specifically authorised by Qucit and the Client.

    ● No employee of Qucit 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 Users and subject to Subscription to the Support Services, Qucit may remotely connect to their Accounts, after formalizing the User's agreement in a support ticket, to assist them in setting up or using the Applications.

    ● Each employee of Qucit is bound by a commitment regarding the protection of Personal Data;

    ● Qucit will notify the Client of any violation of the Personal Data entrusted to Qucit by the Client, as soon as possible after becoming aware of it, taking into account the notification period given to the controller by Articles 33 and 34 of the GDPR.

    ● Qucit will promptly investigate any violation of Personal Data in order to remedy such violation.

    ● Qucit will inform the Client promptly of the corrective measures and the measures put in place to remedy them.

    ● Qucit undertakes to assist the Client in its efforts to carry out a privacy impact study, within the limits of the provision of subcontracting and information available to Qucit, and may not be considered liable because of this.

    12.3.3 Subprocessing

    The Client authorises Qucit to use subprocessors acting in its name and on its behalf to assist in the processing of the Client's Personal Data.

    Thus, Qucit uses the following subprocessors:

    ● OVH (France hosting)

    ● Amazon Web Services (Ireland hosting)

    ● Mailchimp (emailing campaigns)

    ● Google Drive (dematerialization service)

    Qucit shall inform the Client of any planned changes regarding the addition or replacement of a subprocessor by any written notification at its convenience. The Client may object to such an addition or replacement by notifying Qucit in writing within ten (10) days of receipt of the Qucit’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 subprocessor. In the event that the Client objects to the appointment of a subprocessor, the Parties agree that either Party may terminate the Subscription.

    Qucit enters into an agreement with any subsequent subprocessor containing the same obligations as those set out in these GTCSU, in particular by requiring the subsequent subprocessor to process the Client's Personal Data only in accordance with Qucit's written instructions.

    Qucit remains fully liable towards the Client for any processing carried out by the subprocessor in violation of the obligations of these GTCSU.

    12.3.4 Audits

    If the Client deems it necessary to carry out an audit in accordance with the regulations to verify the compliance of the Services provided with the regulations and the contract, Qucit agrees to comply under the following conditions:

    ● Qucit makes available to the Client, at its request and by e-mail, the necessary documentation to demonstrate Qucit's compliance with its obligations as a processor. If the Client considers that this documentation does not allow it to demonstrate compliance of the Services with the regulations, the Client issue an on-site audit request, justified and documented, by registered letter with acknowledgement of receipt.

    ● the audit must be performed by an independent auditor of known reputation, who does not compete with Qucit's business activities. This independent auditor is chosen by the Client and accepted by Qucit.

    The auditor must have the required professional qualifications and be subject to a confidentiality agreement.

    The Parties acknowledge that all reports and information obtained as part of this audit are confidential information.

    The start date of the audit, the duration and scope of the audit shall be defined between the Parties with a minimum of 30 working days' notice.

    The frequency of audits is limited to one audit per year and must not disrupt Qucit's business.

    The audit can only be carried out during Qucit's business hours. The audit does not include access to information not related to processing carried out in accordance with these GTCSU, nor physical access to the servers on which the Solution is stored.

    The Client shall bear all costs and expenses incurred by the audit and reimburse Qucit for all costs incurred for this purpose, in particular the time spent on the audit on the basis of the average hourly rate of Qucit staff who collaborated in the audit.

    12.3.5 Location - Data Transfers

    Personal Data of Users are stored in France and Ireland on Qucit's servers hosted by OVH and AWS.

    Qucit undertakes not to transfer Personal Data processed within the framework of the GTCSU outside the European Union without the Client's prior consent.

    Qucit shall ensure that appropriate safeguards are provided to control any potential transfer of Personal Data.

    12.3.6 Return, Deletion of Personal Data

    At the end of this Agreement, at the Client's option and within 30 days of the Client's request to Qucit for this purpose, Qucit 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.

  13. Interoperability

    In accordance with article L.122-6-1 of the French Intellectual Property Code, the Client may obtain information from Qucit on the interoperability of the Services by sending its request by registered mail to: Qucit SAS, 213, cours Victor Hugo, Parc Newton 33130 Bègles, France.

    Qucit 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 should this information be provided by the Client to a third party, even free of charge.

  14. Sub-contracting

    Notwithstanding the provisions of Article 12.3.3, Qucit reserves the right to subcontract all or part of the Services

  15. 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 itself or for a third party, directly or indirectly, of any employee of Qucit (i.e. any employee of Qucit on the day of the conclusion of the Subscription, or who concludes an employment contract with Qucit during the Term, regardless of whether they left Qucit during this Term) or to encourage one of Qucit’s employees to quit the job that he or she performs or shall perform within Qucit.

    This obligation shall terminate twenty-four (24) months after termination of the Subscription for any reason whatsoever.

    In the event of violation of this article, the Client agrees to pay Qucit, as a penalty clause, an amount equal to twenty-four (24) months of the monthly salary (net of employer and employee social contributions) paid by Qucit to the employee concerned, on the date on which the violation of the obligation is established.

    This penalty shall be due for each Qucit 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, Qucit may pursue the enforced execution of this obligation instead of claiming payment of this penalty clause.

    15.2 Confidentiality

    “Confidential Information” means, but is not limited to, all information and data communicated by one Party to the other Party in connection with the execution of the Subscription, in writing and/or orally, in the form of graphs, drawings, plans, reports, 23 client lists, price lists, results, minutes of meetings, instructions and other elements of any form whatsoever.

    Each Party undertakes in its own name (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep strictly confidential, using the same means and procedures as those used for its own confidential information, the 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 communicated 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 Qucit insofar as they are exclusively intended for professional Clients and are part of their commercial or industrial activity, including when acting in the name or on behalf of another professional.

    15.4 Contact

    For any request, Clients and Users can write to Qucit at : Qucit SAS, 213, cours Victor Hugo, Parc Newton 33130 Bègles, France or send email to contact@qucit.com

    15.5 Major force

    No party shall be liable for any failure 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 this 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 its termination.

    To the extent that such circumstances continue for a period of more than fifteen (15) days, the Parties agree to enter into discussions with a view to amending the terms of their respective commitments.

    If no agreement or alternative is possible, these commitments these commitments may be terminated without compensation, upon simple written notification by registered letter with acknowledgement of receipt, without compensation or notice.

    15.6 Severability, Waiver, Disability

    The GTCSU and the Privacy Policy https://qucit.com/privacy-policy constitute the entire agreement between the Clients and Qucit regarding the Services.

    No waiver by Qucit of any of its obligations shall be considered or interpreted as a waiver of its 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 generate any subordinate relationship between the Parties, which shall retain their full and complete autonomy from 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 Communication

    Unless otherwise stipulated in writing, Qucit is authorized by the Clients to name them on any document, electronic or otherwise, as a reference.

    15.10 Survival of articles

    Articles IX, X, XI, XII, XIII and XV shall survive the expiration or termination of the Subscription for any reason whatsoever.

    15.11 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, that they participate in risk prevention focused on occupational safety and, more generally, comply with the legislation in force with respect to the health and safety of workers, that they adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.

  16. Applicable Law

    The GTCSU are governed by French law. The effective date of the GTCSU is 1st September 2018. 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 JURISDICTION OF THE COURT OF APPEAL OF QUICT REGISTERED OFFICE, DESPITE MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.