Preamble
These Terms and Conditions (hereinafter the “T&Cs” or the “Agreement”) constitute, in accordance with Article L.441-6 of the French Commercial Code, the sole basis for the commercial relationship between the Parties.
Their purpose is to define the terms under which the company YIDAKI, a simplified joint-stock company with a capital of 1,000 euros, whose registered office is located at 16 boulevard Maréchal Lyautey, 38000 Grenoble, registered in the Trade and Companies Register under number 930411814 RCS GRENOBLE, (hereinafter “YIDAKI”) provides to businesses (hereinafter individually the “Client” or collectively the “Clients”) an IT tool called Cocoom designed to improve information sharing within the company (hereinafter the “Service,” “Cocoom Service,” the “Services,” or the “Cocoom Services”).
These Terms apply, without restriction or reservation, to the Services provided by YIDAKI to Clients, regardless of any clauses that may appear in the Client’s documents, including its general terms and conditions of purchase.
In accordance with applicable regulations, these Terms and Conditions are systematically provided to any Client who requests them, to enable the Client to place an order with YIDAKI. They are also provided to any Client prior to the conclusion of a single agreement as referred to in Article L441-7 of the Commercial Code, within the statutory time limits.
Any order for a Service implies, on the part of the Customer, acceptance of these T&Cs.
In accordance with applicable regulations, YIDAKI reserves the right to deviate from certain clauses of these T&Cs, depending on negotiations conducted with the Customer, by establishing specific terms of sale.
YIDAKI may, furthermore, establish category-specific Terms and Conditions that deviate from these Terms and Conditions, depending on the type of Customer in question, determined based on objective criteria. In this case, the category-specific Terms and Conditions apply to all Customers meeting these criteria.
YIDAKI reserves the right to unilaterally amend these T&Cs. Such amendments shall be binding on the Customer upon publication by any written means. Any substantial amendment to the terms and conditions shall be communicated to the Customer within thirty (30) calendar days prior to their effective date. In the event of refusal of the new T&Cs, the Customer remains free to terminate their Contract by any written means.
Article 1 — Definitions
“Application(s)”: refers to any downloadable application, regardless of its form, dedicated to the use of the Platform;
“User Account(s)”: Personal account(s) for accessing Cocoom Services. A User Account is associated, on the one hand, with a User Profile, and on the other hand, with one or more Platforms;
“Active User Account(s)”: User Account(s) that has been logged into the Platform at least once (1) since its creation;
“SaaS Agreement”: refers to the agreement to be entered into between YIDAKI and a Customer under which YIDAKI makes the Platform’s features—namely, the Services—available to the Customer via the internet on a SaaS (“Software as a Service”) basis, with the application remaining installed on the Provider’s server for a fixed or indefinite term and for a price to be agreed upon by the Parties;
“Platform”: refers to the online platform accessible on the Website or via an Application, through which Cocoom Services are made available to Clients and Users;
“Profile” or “User Profile”: refers to a set of rights and permissions associated with a User Account. There are three profiles: “Administrator” (which provides access to all Service features), “Contributor” (which provides access to functions for publishing information, viewing information—including content export—and interacting (commenting, participating in polls)), and “Reader” (which provides access only to functions for viewing information—including content export—and interacting (commenting, participating in polls));
“Uploaded Resources”: any computer file (image, text document, audio, video, or any other type of file) uploaded by the Client to the Platform for storage, with the aim of making it available for download by Users via the Platform;
“Site”: refers to any website affiliated with the domain name “cocoom.com”;
“User”: refers to any member of the Client’s staff authorized to log in to the Platform via their personal User Account to use the Services.
Article 2 — Orders
To initiate the process of ordering Services, the Client must accept these Terms and Conditions. Sales of Services are only finalized after the conclusion of the relevant SaaS Agreement, with a minimum term of one month, automatically renewable under the conditions defined therein.
The Customer is informed and agrees that the information contained on the Website and/or in the Applications does not constitute a contractual offer or the beginning of a commercial relationship with YIDAKI, and that compliance with the conditions established for the conclusion of a SaaS Agreement in these T&Cs in accordance with applicable regulations will be required in all cases.
If the Customer does not accept these Terms and Conditions and does not enter into a SaaS Agreement with YIDAKI, they will not be able to use the Services.
Any changes to the order requested by the Customer will be taken into account, within the limits of YIDAKI’s capabilities, only if they are notified in writing at least ten (10) days prior to the scheduled date for the provision of the ordered Services, following the Customer’s signature of a specific purchase order and any necessary price adjustment.
2.1. Right of Withdrawal
The Customer is informed that, in accordance with Article L221-3 of the French Consumer Code, they may have a right of withdrawal provided that the following three conditions are met:
The SaaS Agreement was concluded off-premises;
The subject matter of the SaaS Agreement does not fall within the scope of the Customer’s principal business activity;
The Customer employs five or fewer Employees.
Consequently, in the event that the cumulative conditions set forth in the aforementioned article are met by the Customer, the Customer may notify YIDAKI, by registered letter with acknowledgment of receipt, of their intention to exercise their right of withdrawal within fourteen (14) days from the date of conclusion of the Agreement.
Article 3 – Rates
The SaaS Agreement specifies the applicable price for the commitment period in exchange for YIDAKI’s provision of the Services to the Client. The applicable price generally consists of a flat fee and an amount based on the number of Active User Accounts during said period and the disk space used for storing Uploaded Resources.
Prices are net and exclude VAT.
An invoice for the flat-rate portion of the applicable price is issued at the beginning of each period by the Service Provider to the Client for the entire duration of the SaaS Agreement.
An invoice for the variable portion of the applicable price is issued monthly at the end of the period by the Service Provider to the Customer for the entire duration of the SaaS Agreement.
In the event that the SaaS Agreement is renewed for a new period, a single invoice combines the fixed portion of the applicable price for the new period and the variable portion of the applicable price from the previous period.
The conditions for determining the variable prices of the services, which cannot be known in advance or specified with exactness, as well as the method for calculating the price to verify it, will be communicated to the Client upon request, in accordance with the provisions of Article L 441-6, II of the French Commercial Code.
Article 4 — Payment Terms
4.1. Payment Terms
Unless otherwise specified in the SaaS Agreement, the price of the Services is payable for the commitment period defined in the SaaS Agreement, by direct debit or credit card.
YIDAKI uses the Stripe secure payment service.
The Customer shall review the terms of use for the Stripe service available at https://stripe.com/fr-FR/privacy, which they expressly agree to. Each automatic bank debit via Stripe will be processed on the invoice issuance date.
4.2. Invoices
YIDAKI will send the Customer an invoice for the flat-rate amount applicable for the commitment period via email no later than ten (10) days from the start of said period.
In the event of renewal of the SaaS Agreement for a new term, YIDAKI will send the Customer an invoice for the variable portion of the price applicable to the previous term and the fixed amount for the new commitment period via email no later than ten (10) days from the start of said new term.
In the event of termination or non-renewal of the SaaS Agreement, YIDAKI shall send the Customer an invoice for the variable portion of the price applicable to the final commitment period no later than ten (10) days from the end of said final period.
Paper copies of these invoices may be sent to the Customer upon request.
4.3. Payment Terms
Unless otherwise specified in the SaaS Agreement, the price is payable in full upon receipt of the invoice by the Customer.
Any amount not paid by the due date, for any reason whatsoever, including, where applicable, insufficient funds in the account from which direct debit was authorized, shall automatically result in the application of late payment penalties calculated at three (3) times the statutory interest rate.
The parties agree that this rate is calculated pro rata temporis per calendar month and that each month commenced is counted as a full month.
Furthermore, and in accordance with the provisions of Article L441-6 of the Commercial Code, the Client shall also be automatically liable for a fixed indemnity for collection costs in the amount of forty euros (€40).
YIDAKI may automatically suspend all ongoing services, regardless of their nature or stage of completion, as any delay in payment is considered, by mutual agreement between the parties, to be a breach of contract. Such suspension shall not be deemed a termination of the Contract by YIDAKI, nor shall it give rise to any right to compensation for the Client.
Article 5 — Terms of Service Provision
YIDAKI’s provision of the Platform may be preceded by one or more in-person or video conference meetings with the Client, intended to identify the Client’s communication objectives and expectations and then determine the actions necessary to achieve them.
Following these meetings, YIDAKI’s teams may create and customize a Platform based on the objectives established with the Client, which will be accessible via a URL built on a custom domain name in the format “subdomain chosen by the client”.cocoom.com.
Once the SaaS Agreement is concluded, YIDAKI will send the Client an email invitation to create an initial User Account associated with the “Administrator” Profile. The Client may then modify, add, and delete new access accounts for its Users.
Alternatively, the Client may unconditionally accept these Terms of Service, enter into a SaaS Agreement, and then create a Platform in their name and an initial User Account associated with the “Administrator” Profile via the website accessible at https://start.cocoom.com.
The Services are made available to the Client on the Platform and include the following main features:
The creation of content consisting of formatted text, images, photographs, videos, and interactive elements (including anonymous surveys);
The distribution of said content within the Customer’s Platform and the ability to also distribute it on third-party services, as well as the collection of User feedback on this content (via comments);
The selection, organization, categorization, and search of this content (including through the use of topic-based feeds and tags customizable by the Client);
The export of content to PDF format by Users;
Depending on the subscription type specified in the SaaS Agreement, the networking of multiple Client Platforms;
The storage and distribution of Uploaded Resources.
Users have a personal account on the Platform, the creation of which is subject to each User’s acceptance of the Terms of Use available on the Site, which allows them, depending on the nature of their User Profile, to administer the Platform, create posts, view them, comment on them, search for information on the Platform, and participate in surveys.
Users access the Platform via the Internet using a secure SSL connection (https) and a dedicated URL from a web browser or through a third-party application such as Microsoft Teams.
Article 6 — Liability - Warranty - Exemptions
YIDAKI warrants to the Client, in accordance with legal provisions, against any lack of conformity of the Services and any latent defect arising from a design or supply defect in said Services, excluding any negligence or fault on the part of the Client and/or a User.
YIDAKI’s liability may only be incurred in the event of proven fault or negligence and is limited to direct damages, excluding any indirect damages of any kind.
In order to assert their rights, the Customer must, under penalty of forfeiting any related claim, notify YIDAKI in writing of the existence of such defects within a maximum of ten (10) days from their discovery.
In any event, should YIDAKI be held liable, YIDAKI’s liability shall be limited to the amount (excluding tax) paid by the Customer for the provision of the Services during the term of the contractual relationship, up to a maximum of one (1) year.
The terms and conditions under which YIDAKI provides corrective and evolutionary maintenance services for its Services will be specified in the SaaS Agreement to be agreed upon with the Customer.
Article 7 — Intellectual Property
The structure, features, codes, work methods, information systems, development tools, know-how, methodologies, processes, technologies, or algorithms, and other elements of intellectual property used in the context of YIDAKI’s provision of Services to the benefit of the Clients (hereinafter the “IP Rights”) are the property of YIDAKI or its suppliers, having been, in the latter case, subject to a license or assignment, and are protected by French or international intellectual and industrial property laws, and may not be subsequently modified, copied, altered, reproduced, adapted, or translated by the Client without the express, prior written authorization of YIDAKI.
All user manuals, texts, graphic designs, databases, videos, or audio materials and related content on the Site and the Applications (hereinafter the “Content”) are also the property of YIDAKI or its content providers, and may not be subsequently modified, copied, altered, reproduced, adapted, or translated by the Customer without the express, prior written authorization of YIDAKI.
Consequently, any use by the Customer of the IP Rights or the Content without YIDAKI’s authorization is strictly prohibited, including their exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication, or total or partial representation, all of which, if they were to occur, would constitute infringements of YIDAKI’s intellectual or industrial property rights, punishable under applicable law.
Article 8 — Confidentiality
8.1. In connection with the performance of these GTC and more specifically in connection with any negotiations that may take place between the parties with the aim of concluding a SaaS Agreement, regardless of the outcome of such negotiations, the following obligations rest with the party receiving information (the “Recipient”) from the other party (the “Discloser”).
8.2. The Recipient:
shall not use any information provided by the Discloser for any purpose other than the performance of the obligations arising from these T&Cs or the SaaS Agreement to be agreed upon;
shall not disclose any information provided by the Discloser to any third party without the Discloser’s prior written consent; and
shall use all reasonable efforts to prevent any unauthorized use or disclosure of any information provided by the Discloser.
8.3. The confidentiality obligation set forth in this section does not apply to information:
that is in the Recipient’s possession and freely available to the Recipient, or has been published or is in the public domain at the time of its disclosure to the Recipient;
that is or becomes publicly available through means other than the Recipient’s act or negligence;
the disclosure of which is required for the enforcement of applicable laws and regulations; or
which has been received by the Recipient in good faith from a third party who assures the Recipient that they are not subject to any confidentiality obligation with respect to the Issuer and who imposes no confidentiality obligation on the Recipient.
8.4. The parties warrant, within the meaning of Article 1204 of the Civil Code, that their duly authorized employees, agents, hosting providers, or subcontractors will comply with the confidentiality obligation set forth in this Article.
8.5. Without prejudice to the Issuer’s rights, the Recipient acknowledges and agrees that in the event of a breach of this Article, the Issuer may, without the need to prove the existence of specific damages, take all measures to remedy the breach, in addition to any damages to which it may be entitled. In the event of a dispute, the Issuer shall be entitled to claim reimbursement of its legal costs and related attorneys’ fees, up to a reasonable amount for the latter.
8.6. In the event of a conflict between these Terms and Conditions and a pre-existing confidentiality agreement between the parties, the provisions of this section shall prevail, unless otherwise stipulated.
8.7. This confidentiality obligation is agreed upon for the entire duration of the business relationship between YIDAKI and the Customer and shall remain in effect until the information enters the public domain. It shall survive any cancellation or termination of these Terms and Conditions for any reason whatsoever.
Article 9 — Force Majeure
YIDAKI shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a force majeure event, as defined in Article 1218 of the Civil Code and the case law of French courts.
By express agreement, the unavailability of the Website for reasons beyond YIDAKI’s control shall constitute a case of force majeure.
The suspension of YIDAKI’s obligations following an event identified as a case of force majeure shall in no event give rise to liability for non-performance of the obligation in question, nor shall it result in the payment of damages or late payment penalties.
Performance of the obligation is suspended for the entire duration of the force majeure event if it is temporary and does not exceed a period of thirty (30) days.
If the impediment is permanent or exceeds a period of thirty (30) days, this Agreement shall be terminated outright without notice or formality.
Article 10 — General Provisions
10.1. Entire Agreement
The invalidity or ineffectiveness of one or more clauses of this Agreement shall not affect its other provisions, which shall continue to have full and complete effect provided that the general structure of the agreement can be preserved.
10.2. Governing Law
By express agreement between the parties, these Terms and Conditions and the transactions arising therefrom are governed by French law.
They are drafted in the French language. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
10.3. Competent Jurisdiction
The Parties shall endeavor to settle their dispute amicably within thirty (30) days of its occurrence. Any dispute between the Customer and YIDAKI regarding the validity, performance, or interpretation of these T&Cs shall fall within the exclusive jurisdiction of the courts of Grenoble, including in cases of summary proceedings, motions, or multiple defendants.
Article 11 — Customer Acceptance
These Terms and Conditions are expressly approved and accepted by the Customer, who declares and acknowledges having full knowledge of them and thereby waives the right to rely on any conflicting document, and in particular, their own general terms and conditions of purchase, which shall be unenforceable against YIDAKI, even if YIDAKI has been made aware of them.