These general terms and conditions apply between Cocoom, a simplified joint stock company with a capital of 6,473.00 euros, registered with the Lyon Trade and Companies Register under number 825 135 882, having its registered office at 92 cours Lafayette 69003 LYON, represented by Anne-Laure Plessier as Chairman (hereinafter referred to as “Cocoom”) and the customer (hereinafter referred to as the “Customer”), having entered into a contract for the provision of services (hereinafter referred to as the “Subscription Contract”). Cocoom and the Customer are together hereinafter referred to as the “Parties”.
Cocoom offers on its website accessible at https://cocoom.com services for professionals, including a software application that can be used as a service, on subscription, allowing:
– The sharing of information
– The use of model
– The curation of these contents
Cocoom markets application solutions accessible online designed and developed in SaaS mode.
The Customer wishes to use some of the SaaS services offered by Cocoom for the exercise of its professional activity.
As part of Cocoom’s duty to provide information and advice, Cocoom’s services have been presented in detail to the Customer, in particular during a demonstration and/or through a documented commercial presentation. Consequently, the Customer acknowledges and declares :
– that it has received all the prerequisites necessary for the installation and functional and technical use of the Services;
– having had the time to consult the documentation sent to it and having understood the presentation made to it of the Cocoom solutions in such a way that it makes a fully informed commitment;
– have taken the necessary time and have the skills required to assess the relevance of using Cocoom Services in accordance with their needs.
Up-to-date documentation presenting the Services is available at any time upon request by the Customer to Cocoom via the “CONTACT US” section accessible from an Administrator Account.
The Customer acknowledges that the degree of pre-contractual information provided by Cocoom is understood to be within the limits of its knowledge of the Customer’s projects and needs as stated by the Customer and within the limits of the Customer’s IT infrastructure.
After having ensured that the services offered by Cocoom are appropriate to its needs and constraints, the Customer has decided to subscribe to the Services in accordance with the terms and conditions of the Contract, consisting of a Subscription Contract specifying the Scope of Services as well as these general terms and conditions.
The Customer has the option of saving and printing these general terms and conditions using the standard functionalities of his browser or computer.
Administrator: A member of the Customer’s Staff or a third party expressly authorised by the Customer to access and modify the Contents via an Administrator Account that is specific to him/her and that is likely, by virtue of his/her function, to manage the threads and the addition of the Customer’s account.
Account(s): Personal account(s) for access to the Application Solutions by an Administrator or a User for the use of the Services.
Administrator Account(s): Account(s) allowing an Administrator(s) to access the Application Solutions in order to benefit from the Services.
User Account(s): Personal Account(s) allowing a User(s) to access the Application Solutions.
Contents: Data (including personal data), information, texts, images, photographs, audio content, video content, photographs and any other content, document and component, regardless of format, provided by the Customer or any other Administrator or User in the context of setting up his Account and/or using the Services provided to the Customer by Cocoom. The following are thus considered to be Content, without this list being exhaustive:
– Files shared on Cocoom
– Photos shared on Cocoom
Contract: Contractual package consisting of the Subscription Contract and these general terms and conditions according to the hierarchy specified in the following article.
Subscription Contract: Special Conditions of the Contract detailing the specific contractual terms of the Services subscribed to by the Customer.
Working Days and Hours: Monday to Friday, excluding public holidays, from 9:30 am to 5:30 pm.
Commissioning: Effective delivery of the Customer Account at the end of Parameterisation.
Commissioning Date: Date of delivery of the Customer’s Account at the end of the Parameterization mentioned in the Subscription Contract for information purposes.
Staff Member(s) or Collaborator(s): Employees, trainees, alternates and any other person working on behalf of the Client and likely to receive a pay slip from the Client and/or to benefit from an Employee Account and/or an Administrator Account.
Migration or Setup or Installation: Integration by Cocoom of data relating to the Client and its Staff Members and any other Content transmitted by the Client in order to set up the associated Accounts prior to the use of the Services by the Client.
Commissioning: Effective delivery of the Client Account at the end of the Configuration process.
Scope of the Services: Services subscribed to by the Customer under the terms of the Contract. The Services Perimeter is specified in the Subscription Contract.
Subscription Price or Invoiced Price: Monthly price invoiced or billable, taking into account any changes in the number of Personal Members and template pack, additional Services and options subscribed to, and Service Prices during the month invoiced.
Price of the Service or Price of the Services: Price of the Services on the day of the conclusion of the Contract taking into account the prices of the Services, the number of entities (SIRET) and the number of Personal Members concerned on this date.
Customer Service: Service made available to the Customer in order to enlighten him/her on the functionalities of the Services and the use of the Application Solutions.
Services: Set of Application Solutions and services made available to the Customer by Cocoom within the framework of the Agreement in accordance with the Scope of Services.
Application Solutions: Refers to the software published by Cocoom as well as the functionalities and associated documents enabling the Services to be provided.
Applicable Tariffs: The most recent tariffs applicable to the Services, available on request via the “CONTACT US” section accessible from any Administrator Account.
User(s): Members of the Staff (with or without the status of employee) and external persons likely to be involved in payroll and personnel management (accountants, corporate officers, lawyers or any other external person likely to be involved in payroll and personnel management) holding an Account.
Contractual Hierarchy, Strength of the Contract
The Contract formed between Cocoom and the Customer consists of these general terms and conditions.
The Parties agree that no handwritten annotation added by the Customer will have any value unless expressly accepted by Cocoom.
It is specified that the Contract constitutes the entire agreement of the Parties with regard to its subject matter and prevails over any other general terms and conditions of purchase, sale or service of either Party, or over any commitment, declaration or any other previous agreement between the Parties having the same subject matter.
Execution of the Contract implies that the Customer has necessarily adhered without reservation to these general terms and conditions.
Acceptance and evolution of the present general conditions
The Customer is deemed to have read the entire Agreement and to have duly accepted its terms, without reservation, when signing it.
The Parties acknowledge that acceptance of the Agreement by electronic means has the same evidential value between the Parties as an agreement on paper.
Cocoom reserves the right to unilaterally modify these general terms and conditions. These modifications will be enforceable against the Customer after having been published by any means whatsoever.
Any substantial modification of the general conditions will be communicated to the Customer within thirty (30) calendar days before they take effect. In the event of refusal of the new general terms and conditions, the Customer remains free to terminate the Agreement.
The Contract shall take effect as of its signature by both Parties for the Term specified in the Subscription Contract.
The Customer is informed that in accordance with Article L221-3 of the French Consumer Code, he may have a right of withdrawal provided that the following three conditions are met:
– the contract has been concluded off-premises;
– the subject of the contract does not fall within the scope of the Customer’s main activity;
– the Customer hires a number of Employees less than or equal to five.
Consequently, in the event that the cumulative conditions provided for in the aforementioned article are met by the Customer, the Customer may notify Cocoom, by registered letter with acknowledgement of receipt, of its wish to exercise its right of withdrawal within fourteen (14) days from the date of conclusion of the Contract.
The Customer must have a high-speed Internet connection (ADSL or Fibre).
The Customer acknowledges that it is aware of the fact that the Application Solution is only accessible and only works with the Google Chrome browser (version 64.0.3282 and later) and the following operating systems: Microsoft Windows (Windows 8 and later), Android (4.1 and later), Mac OS (10.10 and later), Apple iOS (9 and later), or Linux.
The Customer acknowledges that it will have to update this browser and these operating systems in order to be able to fully use the Application Solutions.
Prerequisites relating to the accuracy of the Contents
The Client acknowledges that the Application Solutions have been developed and are updated taking into account the various collective agreements and social obligations in order to provide, on the basis of the Content communicated and/or completed by the Client, an efficient and up-to-date service for sharing knowledge and/or internal communication and/or for drafting and formatting internal information according to the Scope of Services subscribed to by the Client.
Likewise, Assistance Services are provided on the basis of the Content communicated and/or completed on the Application Solutions by the Client. Consequently, the Client acknowledges that the Application Solutions do not make it possible to verify the accuracy of the Content communicated and/or completed by the Client and that the Assistance Services will be provided on the basis of this Content.
Consequently, the Client undertakes to enter and update the Application Solutions with accurate, up-to-date and complete Content. The Customer acknowledges that, in the event of one or more errors in the Services provided by Cocoom under the Contract due to an inaccuracy or incompleteness of the Content, the Customer shall be solely responsible and that Cocoom cannot be held liable in this respect.
In the latter case, the Customer acknowledges that the regularisation of its situation would require special investments, that such regularisation will not be included in the Scope of Services and may therefore be the subject of an additional service by Cocoom, billable in addition to the price on the basis of an estimate previously accepted by the Customer.
Prerequisites for access and identification
The Client and Users will be required to take the necessary steps to ensure the security of access to their Account, in particular by means of unique, personal, strong passwords that are kept strictly confidential.
The Client shall ensure that each User ensures the security of his User Account, which implies that he imposes rules regarding access and identification, in particular with regard to the use of unique, personal, robust and strictly confidential passwords.
The Customer acknowledges that Cocoom cannot be held liable in the event of fraudulent access to the Application Solutions and Services due to a defect or security breach resulting from imprudence, error or omission on the part of Users or the Customer itself.
The Migration allows the Customer to benefit from a configuration of his Account before the first use of the Services.
The Customer acknowledges that Account Migration is carried out by Cocoom with the assistance of the Customer, who undertakes to provide Cocoom with all of the Content requested by Cocoom and in accordance with the deadlines indicated to it, it being specified that such Content must be accurate, up-to-date and complete.
Consequently, the Customer acknowledges that the Date of Activation is provided for information purposes only and that Cocoom will not be liable if the Date of Activation is reasonably exceeded or in any case where the Customer is responsible for the delay.
This Parameterization will be invoiced according to the price and invoicing conditions specified in the Subscription Contract.
Setting into operation
Account Activation begins when the Customer is informed by Cocoom, by any means, of the finalization of the Parameterization.
Consequently, the Customer acknowledges and accepts that he will only be able to use the Services from the effective date of the Activation.
The Application Solutions provided by Cocoom for value-added information sharing are accessible via Internet via a secure SSL (https) connection and a dedicated url.
Cocoom will endeavour to provide permanent access to the Application Solutions 24 hours a day and 7 days a week, except during periods of unavailability for maintenance, in the event of suspension of the Services or in the event of unavailability caused by circumstances beyond Cocoom’s control, including, in particular, cases of Force Majeure or cases of failure or delay on the part of Internet service providers.
Cocoom grants the Customer a right to use the Application Solutions in accordance with the Scope of Services and under the conditions set out below. The Scope of Services selected by the Customer is detailed in the Subscription Contract.
Cocoom provides data hosting, maintenance and security for the Application Solutions.
As part of the Services provided by Cocoom under the Agreement, the Customer will benefit from:
– the services of the media and its content curation and publisher;
– assistance by the Customer Service.
In addition to the provision of the Services, the Customer will benefit from Account Settings prior to the use of the Services.
In consideration of payment of the Subscription Price, Cocoom grants the Customer a personal, non-exclusive, non-transferable and non-assignable right to use the Application Solutions throughout the duration of the Subscription Contract, depending on the number of the Customer’s Staff Members.
The Client may only use the Application Solutions within the limits of the Scope of Services and for its own internal professional needs, to the exclusion of any other purpose.
The right of use means the right to represent and implement the Application Solutions in accordance with their purpose, in Saas mode via a connection to an electronic communications network. The Customer may under no circumstances make the Application Solutions available to a third party who is not a User or Administrator and strictly refrains from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
The Customer undertakes not to modify, decompile, disassemble, identify the source code, merge or combine said code with any other software, copy, reproduce, transcode, adapt or modify any of the software, except as expressly authorized by article L122-6-1 of the Intellectual Property Code.
The Customer acknowledges that the licence of rights granted in this article does not confer any ownership rights on the Application Solutions and the elements that make it up, which are and will remain the exclusive property of Cocoom.
Hosting, maintenance and security
The Application Solutions and the data they contain are hosted by Cocoom on OVH’s servers.
As part of the continuous improvement of the Application Solutions and subject to prior notification of the Customer, Cocoom may install updates or new versions.
The Customer also acknowledges that the Application Solutions work with operating systems and Internet browsers.
Cocoom will make its best efforts to make the Application Solutions compatible with any new browser or any changes to the latter. In the event that changes in browsers in the present document lead to the limitation of certain functionalities of the Application Solutions, Cocoom may offer the Customer the use of a workaround and/or the use of another operating system while awaiting the publication of a new version or an update of the Application Solutions and/or a correction of the browser or operating system concerned.
During the term of the Contract, Cocoom undertakes to pay for corrective and upgrade maintenance of the Application Solutions at no additional cost. The Customer acknowledges being informed by these general terms and conditions that the Services may be temporarily unavailable, in particular for maintenance reasons. Cocoom will make its best efforts to carry out maintenance activities outside Working Days and Hours that result in a service interruption.
Cocoom undertakes to ensure that scheduled periods of unavailability of more than one (1) hour that occur on Working Days and Hours will only take place after a notice period of one (1) calendar week.
Cocoom guarantees that upgrades and new software versions resulting from maintenance activities will not subsequently lead to any regression of the Services in terms of performance and functionality.
Cocoom strives to secure access to and use of the Application Solutions in accordance with the practices in this area as detailed on its website. At the Customer’s request, Cocoom can provide further details on the security measures implemented to secure access to and use of the Application Solutions.
Customer Service is available on Business Days and Hours in writing via the “CONTACT US” tab accessible within any Administrator Account.
Before requesting assistance from Customer Service, the Customer agrees to check that the “Online Help” section, accessible within his Administrator Account, enriched as the contractual relationship develops, does not allow him to answer his question or on the cocoom.com website.
It is expressly agreed between the parties that the tasks related to the day-to-day administration of the Accounts (in particular the creation of new users or the updating of the Contents and all data related to payroll) do not fall within the scope of competence of the Customer Service but must be carried out by the Customer himself. The Customer Service Department processes Customer requests within a reasonable period of time on Working Days and Hours.
The Parties agree that Cocoom will not provide any assistance by Customer Service in the event of a request outside its field of competence, in particular in the event of a request :
– not relating to the content and use of the Application Solutions and their functionalities;
– relating to tasks related to the day-to-day administration of Employee and Administrator Accounts that do not originate from the holder of an Administrator Account;
– contrary to the legal provisions in force or to the Agreement.
The Client acknowledges and accepts that the Client Service does not exempt it from its obligation to provide correct and up-to-date Content when setting up its Account and undertakes to complete and update according to its situation and that of its personnel all of the Content used in the context of the use of the Application Solutions, this obligation being at its sole expense.
Evolution of Services
Cocoom reserves the right to freely develop the Services, in particular for legal or technological reasons at its sole discretion, in order to create new features or improve existing features. Any modification of the Services already subscribed to by the Customer can be invoked against the Customer without prior notice from the time it is put into production and/or communicated by Cocoom. The Customer acknowledges that the conclusion of the Contract is not conditional on the provision of new functionalities and/or new services in the future.
Evolution of prices
The Customer acknowledges that Cocoom reserves the right to change all or part of the components of the Price of Services during the course of the contractual relationship, in particular due to changes in functionality.
In this case, the new pricing policy will be notified to the Customer by any means and will apply to the Services provided as of the calendar month following the notification. In the event of refusal of the new Service Prices, the Customer remains free to terminate the Agreement under the conditions of the article below. The Applicable Prices are available on request via the “CONTACT US” section accessible via any Administrator Account.
All prices are established exclusive of VAT and other taxes, duties or services payable by the Customer pursuant to the regulations in force on the date of issue of Cocoom’s invoice, which will remain the sole responsibility of the Customer.
The Price of the Services mentioned in the Subscription Contract corresponds to a price calculated on the basis of the rates in force and the number of Staff Members declared at the time the Contract is concluded.
The Price of the Services mentioned in the Subscription Contract corresponds to a price calculated on the basis of the rates in force and the number of Staff Members declared at the time the Contract is concluded.
The Customer acknowledges that this price may increase or decrease depending on the variables below:
– the subscription to new modules and/or options or the renunciation of these modules and/or options ;
– the increase or decrease in the number of entities and/or Staff Members and/or pay slips per Staff Member in relation to the number declared at the time of signing the Agreement;
– any increase in the price of the Services;
The Price Invoiced to the Client will take into account these possible evolutions and will correspond to the price that the Client will have to pay for the Services provided for the month in question, which the Client acknowledges and accepts.
The price of the Setup is indicated in the Subscription Contract.
The Billing Price and the Parameterization Price are invoiced under the conditions detailed in the Subscription Contract.
Each invoice must be paid within a period not exceeding thirty (30) days from the date of issue of the invoice.
Invoices are paid by direct debit. Cocoom uses the Stripe secure direct debit service. Unless there is a clause to the contrary in the Subscription contract, the Customer will be informed of the terms and conditions of use of the Stripe service accessible at https://stripe.com/fr-FR/privacy, which he expressly accepts. Each direct debit via Stripe will be made on the date of issue of the invoice.
The Customer acknowledges and expressly accepts that Cocoom reserves the right to send invoices in electronic format (PDF) to the e-mail address indicated by the Customer as the contact address in the Subscription Contract.
The Customer will also be able to access his previous invoices from his Administrator Account.
The Customer acknowledges that at the end of this period or in the event of termination of the Contract, the invoices will no longer be accessible on his Account and that it is therefore up to the Customer to archive the invoices by his own means during the course of his contractual relationship with Cocoom in accordance with the legal requirements.
The Customer may, upon written request sent by email to the address email@example.com request to receive his invoices in paper format.
Failure to pay
In the event of non-payment on the due date, in particular in the event that it is impossible to deduct the amount invoiced in whole or in part, late payment interest of three (3) times the legal interest rate per day of late payment shall be due automatically by the Customer as of the day following the due date for payment.
The legal interest rate used shall be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points in force on the day following the due date for payment.
In addition, a flat-rate compensation of forty (40) euros (not subject to VAT) will also be due to Cocoom for recovery costs in the event of any delay in payment, without prejudice to any damages and other costs that Cocoom reserves the right to claim, including through legal proceedings.
Interest and penalties for late payment will be payable by operation of law, and Cocoom will not be required to send a registered letter in order to benefit from its right to collect them.
Furthermore, in the event of non-payment by the Customer of amounts due on the due date after a formal notice to pay has remained without effect beyond a period of sixty (60) days, Cocoom reserves the right to suspend the Customer’s access to its Accounts and Services with immediate effect after having notified the Customer by any means. The Parties agree that the suspension of Services will result in all amounts invoiced by Cocoom to the Customer becoming immediately payable. Only full payment of the amounts due by the Customer to Cocoom will enable the Customer to regain use of his Accounts and to benefit from the Services once again.
The Client is and remains the owner of all the Content that he downloads or fills in on the Application Solutions within the framework of the Contract.
The Client acknowledges that this Content may be transmitted to an administrative or judicial authority upon request.
The Customer grants Cocoom the right to host, use, display or process its Content in order to provide the Services in accordance with the Contractual stipulations.
The Customer acknowledges that it is solely responsible :
– The accuracy, integrity, quality, legality, reliability and appropriateness of the Content;
– for obtaining all rights inherent in the Content and necessary for Cocoom to provide the Services.
Cocoom is and remains the owner of all of propriété́’s intellectual property rights relating to the Services made available to the Customer or declares that it has obtained the intellectual property rights necessary to exploit them.
Consequently, all of the elements that make up the Services, whether in terms of their structure, appearance or content (in particular databases, texts, graphic texts, animated or non-animated images, sounds, drawings, graphics, logos, names, trademarks, designations, tabs, functionalities, signs, etc.) belong to Cocoom or are the subject of a concession/licence of intellectual property rights to Cocoom. They are subject to the provisions of the Code of the propriété́ intellectual property and as such are protected against any use not authorized by law or the Contract. Consequently, any use of these elements by the Customer and Users is subject to the prior written consent of Cocoom.
The Customer undertakes to use the Services only in the context of his professional activities. In this respect, the Customer is prohibited and acknowledges that it is not authorized to allow a third party, without this list being exhaustive, to :
– modify, create derivative works from, disassemble, decompile, reverse engineer, reproduce, republish, download or copy all or part of the Services and their associated documentation (including data structures or similar components);
– access or use the Services in order to build or provide support, directly or indirectly, for products or services competing with Cocoom ;
– license, sell, transfer, assign, distribute, outsource, permit time-sharing or service bureau use, or otherwise commercially exploit or make the Services available, to any third party, other than as expressly authorized under the terms of the Agreement.
The Customer guarantees Cocoom that Users and Staff Members will respect Cocoom’s intellectual property rights.
Cocoom declares that it has, without restriction or reservation, all the legal authorisations and intellectual property rights granted under the Contract and guarantees the Customer in this respect.
The Parties agree that Cocoom may not be held liable for the Content provided by the Customer or for any non-conforming use by the Customer of elements of the Services and Application Solutions protected by an intellectual property right.
The Customer undertakes to inform Cocoom without delay of the existence of a potential infringement of an intellectual property right by an element of the Services or Application Solutions and to communicate without delay any information it may hold on this subject.
In the event that an infringement action is brought by a third party against a Party on the grounds that one or more of the information, concepts, characteristics, instructions, software, data, materials or components provided by the other Party infringes the intellectual property rights of a third party, the latter will defend the other Party at its own expense and will indemnify it against all damages, prejudice, costs and expenses of all kinds awarded to the third party according to an enforceable court decision or negotiated amicably by the other Party in the context of a possible transaction.
Cocoom shall not be liable to indemnify the Customer in the event that an infringement action has been brought on the grounds of :
– Non-compliant use of the Services by the Customer or Users;
– use of the Services in a modified form by the Customer or Users;
– the use of an element not provided in full by Cocoom.
The Parties acknowledge that the provisions of this article constitute their exclusive recourse in the event of an infringement action by a third party.
Cocoom undertakes to carry out the contractual obligations at its expense with all possible care customary in its profession in accordance with an obligation of means as soon as the Services are provided with the assistance of the Customer.
More specifically, in the context of the performance of the Contract, Cocoom is bound by the following obligations:
– to provide Services that are up to date with legislative and regulatory obligations in terms of payroll and personnel management ;
– to provide the Services in accordance with its commercial proposal and the needs explicitly stated by the Customer in accordance with the existing standards, laws and regulations in force at the time the Agreement is concluded;
– to make, where applicable, the Client’s Social Declarations within the legal deadlines when the Client has subscribed to this possibility;
– guarantee the regularity of the situation of the Client’s personnel with regard to the Social Declarations;
– to request from the Client any information useful for the performance of its Services which is not yet in its possession;
– coordinate the activity of its various subcontractors;
– to check the proper availability of the Services and to warn the Client in good time against
– any difficulties in the execution of the Services of which it is aware;
– to take all precautions in accordance with the rules of the current state of the art which are necessary in the light of any
– with regard to the services entrusted for the protection of personal data ;
– take adequate measures to secure the Application Solutions
In return, the Customer undertakes :
– to use the Services and Application Solutions only within the framework of his professional activity and in accordance with his professional needs and not for illicit, prohibited and/or illegal purposes, to harm third parties or Cocoom or under conditions not provided for in the Contract and, more generally, not to disrupt the proper functioning of the Services ;
– not to access in an unauthorized manner the Services and Application Solutions or the systems and networks associated with them;
– to designate a privileged contact to communicate with Cocoom;
– to provide Cocoom with the information necessary for the performance of the Services and the Parameterization and, more generally, to provide Cocoom with all necessary assistance in the performance of the Services.
In this respect, the Customer undertakes to perform the following general obligations:
– to collaborate in the performance of the Contract by being bound during the performance of the Contract to an obligation of updating, accuracy and completeness in accordance with the article herein with respect to any Content that it must provide as part of the Services,
– to put in place, at its own initiative, the qualified personnel necessary to ensure that
– the performance of its obligations for the proper performance of the Contract,
– provide sufficiently qualified and documented information so that it can be used by Cocoom in the context of its Services,
– Verify the accuracy, completeness and integrity of the Content before any communication to Cocoom and update it in real time,
– respect the agreed deadlines and ensure that the applicable deadlines are respected for any supply of Content at its expense or that of its subcontractors, according to the deadlines agreed between the Parties,
– after Commissioning, to set up his account in real time according to the evolution of his situation and that of his staff members during the Contract ;
– to pay to Cocoom the Price of the Account Setup and the Price of the Services under the mentioned conditions;
– to make it his business to access the Services by all required telecommunications channels;
– not to make the Application Solutions available to third parties other than its Users;
– not to download Content that contains or is likely to contain viruses or programs that destroy data, nor Content that is illegal or likely to undermine public order and morality.
– The Customer acknowledges that Content considered to be in breach of the laws or regulations in force may be handed over by Cocoom to the authorities responsible for enforcing the law and/or may be subject to immediate deletion by Cocoom ;
The Customer undertakes to ensure that each User complies with this Contract and the conditions of use of the Application Solutions mentioned in the Contract and undertakes to ensure that the use that it makes and that Users make of the Content and Application Solutions comply with the legal and regulatory provisions in force.
In the event of non-compliance with its obligations by the Customer or its Users, Cocoom reserves the right to suspend access to the Services by operation of law and without notice and to terminate the Contract under the detailed conditions, without any compensation being due to the Customer.
Responsibility of Cocoom
Cocoom executes the contractual obligations at its charge mentioned with all possible care in use in its profession according to an obligation of means, as long as the Services are provided with the assistance of the Customer.
Cocoom assumes responsibility for the consequences resulting from its faults, errors or omissions, except in the case of direct or indirect damage caused by the Customer itself or by a user or an authorised third party, as well as in cases of force majeure.
In particular, Cocoom cannot be held liable :
– the accidental destruction of the Contents by the Customer or the destruction, downloading or consultation of the Contents by a third party having accessed the Application Solutions using the Customer’s Identifiers and passwords;
– the consequences of the delay or failure by the Customer to send all the information required to set up the Customer’s Account and to provide the Services;
– the consequences of providing inaccurate and/or incomplete Content when setting up the Customer’s Account and/or providing the Services;
– difficulties or impossibilities of access to the Application Solutions and Services by the Client because of his hardware and computer equipment or because of a difficulty in connecting to the Internet network of the latter, it being specified that the hardware, computer equipment as well as the connection to the Internet network or telecommunication costs are exclusively the responsibility of the Client, which the Client accepts and acknowledges;
– the accidental destruction of data relating to the Customer by the Customer or a third party having accédé́ to the Services without authorization, without any fault being imputed to Cocoom.
In addition, and in the event of fault proven by the Customer, Cocoom shall only be liable for compensation for the financial consequences of direct and foreseeable damage resulting from the execution of the Services. Consequently, Cocoom may under no circumstances be held liable for indirect or unforeseeable losses or damages of the Customer or third parties, including in particular any lost profits, loss, inaccuracy or corruption of files or data, commercial prejudice, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining a substitute product, service or technology, in relation to or resulting from the non-performance or faulty performance of the Services.
In any event and regardless of the basis of Cocoom’s liability, the damages and interest and any compensation due by Cocoom to the Customer, for any reason whatsoever, may not exceed the sums paid to Cocoom by the Customer in respect of the last twelve (12) months preceding the incident.
The Parties acknowledge that the price of the Contract reflects the distribution of risks arising from the Contract, as well as the economic balance desired by the Parties, and that the Contract would not have been entered into under these conditions without the limitations of liability defined in the Contract. The Parties agree that the limitations of liability shall continue to apply even in the event of termination or cancellation of the Agreement, for any reason whatsoever.
Responsibility of the Client
The Customer will use the Services under its control, direction and sole responsibility. The Client guarantees that Users will respect the Contract. The Client therefore acknowledges that the following are under its responsibility:
– the implementation of all procedures and measures to protect the Users’ computer equipment, in particular against any virus and external intrusions;
– the downloading of the latest updated version of the Application Solutions;
– the choice of the access provider or the telecommunication support, the Customer must take care of the related administrative tasks and take out the necessary subscriptions, the cost of which will be borne by the Customer alone;
– the appointment of a privileged contact to communicate with Cocoom and the updating of this contact;
– the use of secure identifiers and passwords by Users and the protection and confidentiality of these identifiers and passwords;
– the impossibility of access to the Services by members of staff or third parties not authorised by Cocoom;
– errors made by Users when using the Services and connecting to the Services;
– the quality and electronic transmission of the Content when using the telecommunications networks and more generally the quality and reliability of the telecommunications links between the Client’s computer equipment and the point of access to the Services;
– the preservation of the Content and other data and information specific to it and which originate from the Services, their preservation on the Application Solutions not being legal archiving and meeting only the need for online consultation and/or downloading.
In particular, the Customer acknowledges that it is its sole responsibility to fill in all of the Content within the Application Solutions that is specific to it or that is specific to Staff Members, to set up its Account in real time according to any change in its situation or that of Staff Members and to update it in real time, Cocoom being not responsible for verifying this Content since the processing of this Content by the Application Solutions is done automatically.
Consequently, the Customer acknowledges that any incompleteness, inaccuracy or omission may lead to errors in the documents and data resulting from the Services provided by Cocoom without Cocoom being liable in this respect.
The Customer is solely responsible for the consequences resulting from its actions, faults, errors or omissions as well as those of Users, which may engage its liability.
Termination at the initiative of the Client
The Customer may request to terminate his Contract by sending his request via the “Appstore” sub-heading of the “Termination” section accessible on his Administrator Account no later than fifteen (15) days before the end of the current contractual period or by indicating the date on which he wishes to terminate the Contract if this is later than the end of the current contractual period.
In the event of a request for termination according to the above-mentioned procedure, the termination will take effect at the end of the current contractual period or on the effective date of termination indicated by the Customer if this is later.
The Customer acknowledges that one or more payroll generation(s) and/or Social Declarations may take place between the termination request and the effective date of termination and will give rise to invoicing under the conditions mentioned in the Contract for the month(s) concerned.
The Customer further expressly acknowledges that no payroll and/or Social Declaration may be generated by Cocoom or via the Services after the effective date of termination of the Contract.
In the absence of termination under the above-mentioned conditions, the Contract will be tacitly renewed for contractual periods corresponding to the Term specified in the Subscription Contract.
Termination for default
In the event of failure by one of the Parties to comply with any of its obligations under the Contract, the other Party may give it formal notice to comply with its obligations. If it fails to perform its obligations within fifteen (15) days of receipt of the formal notice, the other Party may automatically terminate the Contract with immediate effect, without the need for it to complete any legal formality and without prejudice to any damages that it may claim.
In the event of serious and/or repeated breaches by the Customer of its obligations, Cocoom may, at its sole initiative, without prejudice to any damages, terminate the Agreement by operation of law and at any time by simple written notice.
Effect of termination
In the event of termination of the Agreement, regardless of the cause, all sums owed by the Customer to Cocoom on the effective date of termination must be paid to Cocoom and termination will not give rise to any reimbursement of the sums paid to Cocoom by the Customer in the performance of the Agreement.
On the effective date of termination, the provision of the Services and access to the Application Solutions will be interrupted.
In the event of termination of the Contract, Cocoom undertakes to implement the return of the Customer’s data in accordance with the present terms and conditions and the appendix RGPD signed with the Customer as part of the relationship between the data controller and the subcontractor that binds them.
In the event of termination during the course of a calendar year, Cocoom shall not be held to any obligation under any Social Declarations to administrative and social bodies for the current year that should be made before the end of the current year and the Customer shall be solely responsible, where applicable, for the completion of these formalities.
The Parties undertake to comply with the provisions of the regulations in force relating to the protection of personal data and, in particular, the French Data Protection Act in its version of 20 June 2018 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data (the “DPA”).
The Parties agree as follows: – In the context of the use of the Services and Application Solutions by the Customer and Users and in the context of their Parameterization, the Customer acts as data controller and Cocoom acts as a subcontractor.
In this context, the Parties undertake to comply with the appendix relating to the processing of personal data of the Subscription Contract if the Contract has been concluded as from May 2018 or, for Customers having concluded a Contract before 25 May 2018, the amendment relating to the processing of personal data that the Parties have concluded or are preparing to conclude.
The Parties agree that the presentation of the Customer’s needs in the pre-contractual and contractual phase constitutes instructions from the Customer relating to the processing of personal data on its behalf by Cocoom. In its capacity as data controller, the Customer is responsible for complying with its own legal and regulatory obligations regarding the processing of personal data and undertakes to comply at all times with the laws and regulations in force in this area.
As part of the contractual relationship with the Customer, Cocoom may process the Customer’s personal data in its capacity as data controller for the following purposes:
– carry out operations relating to the management of customers concerning: contracts, orders, deliveries, invoices, accounting and in particular the management of customer accounts ;
– to carry out operations relating to the provision of our services: to enable the Customer to create and use its administrator account on Cocoom services; to provide it with its Services and ensure their proper functioning; to ensure the follow-up of the Services via the various support services;
– to carry out operations relating to its commercial relationship with the Customer: to offer and invite the Customer to participate in webinars and other training sessions; to put the Customer in contact with other customers; to communicate about its offers and changes to the Services; to improve the Customer’s use of the Services; to improve the Services; to carry out satisfaction surveys, manage complaints; to carry out opinions, studies, surveys and product tests; to put customers and prospects in contact with other customers to discuss Cocoom’s services;
– to carry out commercial statistics;
– manage unpaid invoices and litigation;
– respond to any requests from public authorities;
– fight against money laundering or terrorist financing;
– enable the Customer to exercise the rights described below.
Cocoom undertakes to keep the personal data thus collected for the period of time strictly necessary to carry out the finalité́ processing in accordance with the legal provisions in force.
The information collected and processed by Cocoom under these general terms and conditions may be communicated to Cocoom’s subsidiaries and its subcontractors.
The persons concerned by the processing operations benefit from various rights in terms of the protection of personal data (in particular the right to access and rectify information concerning them), which may be exercised by e-mail sent to firstname.lastname@example.org or by post to the attention of : COCOOM, 92 COURS LAFAYETTE 69003 LYON accompanied by a photocopy of an identity card.
Cocoom undertakes to keep an up-to-date record of the processing of the Customer’s personal data that it carries out as data controller.
The Customer acknowledges that the Agreement is concluded intuitu personae. Consequently, the Customer may not assign all or part of the rights and obligations arising from the Contract without the prior written consent of Cocoom, whether in the context of a partial or full assignment, a sub-licence or any other Contract providing for the transfer of said rights and obligations.
Cocoom shall remain free to assign all or part of the Agreement, without the prior consent of the Customer and after having notified the Customer, to any affiliated company or any third party of its choice, whether in the context of a partial or full assignment, a sub-licence or any other Agreement providing for the transfer of such rights and obligations.
In the event of termination of the contractual relationship for any reason whatsoever, Cocoom may, at the Customer’s request, return all data and information relating to the Customer. Cocoom will make its best efforts to restore the data and information as soon as possible.
The Customer’s request must be made within a period not exceeding thirty (30) calendar days from the end of the Contract for any reason whatsoever. All of the Customer’s data and information will be made available to the Customer in the form of a download or, if the volume is too large, by sending an external medium.
Cocoom may prepare a quotation in the event of a special request by the Customer that results in additional costs for the transferability of the Customer’s data and information (e.g. conversion to a complex format).
In the absence of a request for return within sixty (60) days following the end of the Contract or its termination for any reason whatsoever, the Customer’s Content will undergo an erasure process intended to render it unusable, unless European Union law or French law requires the retention of certain personal data.
Subject to the stipulations, the Parties agree to the confidential nature of the Contract and, more specifically, the Subscription Contract, and consequently refrain from disclosing its terms to anyone.
The Parties furthermore agree not to disclose information of a confidential nature exchanged between them in the performance of the Contract, it being specified that all documents, information and data communicated by one Party to the other Party in the performance of the Contract in writing and/or orally, on any medium whatsoever and in any form whatsoever, in particular graphs, drawings, plans, reports, customer lists, price lists, results, meeting minutes, instructions and other items, are considered to be information of a confidential nature.
The obligation of confidentiality under this Article shall not cover documents, information and data :
– which are in the public domain on the date of their communication or which have fallen into the public domain after that date ;
– having been communicated to a Party on a non-confidential basis by a third party;
– which a Party would be required to provide under a legislative or regulatory obligation,
– of a court decision or at the request of a public authority.
– Information of a confidential nature may also be communicated with the prior written consent of the other Party.
The Parties agree that, unless otherwise stipulated in the Subscription Contract, the existence of their contractual relationship does not constitute confidential information and may be subject to public disclosure.
Each Party undertakes to disclose information of a confidential nature only to its employees, agents, subcontractors and authorised recipients and undertakes to impose on them an obligation to protect them against any unauthorised disclosure in a manner at least equivalent to that agreed under this Contract and guarantees the other Party against any disclosure by the latter.
The Parties undertake to ensure that the confidential nature of the information and data of all kinds exchanged between them within the framework of the Contract by their subcontractors, members of staff and other third parties is respected.
Any violation by a Party of the commitments made in this Article shall constitute a serious breach of its obligations, shall incur its liability and shall give rise to a right to compensation for the damage thus suffered by the other Party;
The Parties undertake to comply with the obligations resulting from this article for the entire duration of the Contract and for five (5) years following the expiry or termination of the Contract.
The Services may allow the Customer to link and transfer Content or third party content to websites and other third party products and services. The Customer acknowledges that Cocoom does not control and is in no way responsible for these third party services and the use made of them by the Customer or its Users, unless otherwise stipulated in the Subscription Contract or any amendments or appendices thereto.
Any third party content that Cocoom makes available to the Customer is provided “as is” without any guarantee or control, which the Customer accepts and acknowledges.
Furthermore, the Customer acknowledges that the nature and content of the services and third party content provided from the Services may change at any time during the performance of the Contract.
As part of the performance of the Contract, the Parties agree that Cocoom may mention the corporate and/or commercial name of the Customer and reproduce the Customer’s trademarks and logos as a reference on all communication media, in particular on its websites.
Consequently, the Customer grants Cocoom a non-exclusive licence to use its trademarks, logos, corporate name and commercial name for the purposes of public referencing of its customers.
Cocoom, in order to create statistical analyses and conduct research for development purposes, may (i) compile statistical data and other information related to the execution, operation and use of the Services, and (ii) use data from the Services in aggregate form for security and operations management, which the Customer accepts and acknowledges.
Cocoom is likely to make these analyses of the Services public, it being specified that they will not incorporate Content, Personal Data and confidential information in a form that could be used to identify the Customer or Members of its Staff, or any other natural person, which the Customer accepts and acknowledges.
The Customer acknowledges and accepts that Cocoom will retain all intellectual property rights to these Service analyses.
The Parties shall not be liable for any loss, damage, delay, non-execution or partial execution resulting directly or indirectly from a case of Force Majeure, such as those retained by the usual case law of the Court of Cassation (hereinafter a “Force Majeure Case”).
Each Party shall notify the other Party as soon as possible, in writing, of the occurrence of any Force Majeure Event. The obligations of the Party which is the victim of the Force Majeure, and in particular the time limits required for the performance of its obligations, shall be suspended without it incurring any liability whatsoever. The Parties shall endeavour, as far as possible, to mitigate the effects of Force Majeure.
Correlatively, each of the Parties shall bear the burden of all the costs incumbent upon it and resulting from the occurrence of the Force Majeure Event.
If an Event of Force Majeure prevents one of the Parties from performing an essential obligation under the Contract for a period of more than thirty (30) days, each of the Parties may terminate the Contract by registered letter with acknowledgement of receipt, without compensation for either Party.
Termination shall take place on the date of receipt of the registered letter.
If one of the stipulations of the Contract proves to be null and void with regard to a rule of law in force or a court decision that has become final, it will then be deemed to be unwritten, without entailing the nullity of the Contract or of any other stipulation of the Contract.
The fact that one of the Parties does not avail itself of a right that it holds under the General Terms and Conditions shall not be interpreted for the future as a renunciation of this right.
The Agreement contains all of the Parties’ obligations.
Provisions of the Articles of the Contract
The provisions of the Contract supersede and replace any proposals, agreements or protocols and prevail over any other communication between the Parties that may relate to the Contract.
No indication or document may give rise to obligations that are not included in the Contract unless they have been the subject of an amendment signed by the Parties.
The Parties agree that the annexes and any subsequent amendments form an integral part of the Contract.
Title of the Articles of the Contract
The headings of the Articles of the Contract are inserted for ease of reference only and may not be used to interpret or affect the meaning of these Articles.
Consequently, in the event of any difficulty of interpretation between any of the titles and any of the clauses constituting the Contract, the content of the clause shall prevail.
Obligations au terme du Contrat
At the end of the Contract, all the provisions of these general terms and conditions which, by their nature, are intended to survive it, in particular those relating to guarantees and limitations of liability, payment obligations and confidentiality, will continue to apply.
This is notably the case for the articles “PRICES AND PAYMENT TERMS”, “CONFIDENTIALITY”, “LIABILITY”.
Cocoom undertakes to apply all legal and regulatory provisions that it is responsible for complying with in terms of employment and social legislation and in particular to provide the Customer, at its request, with any certificates that the Customer may require. Cocoom’s staff remains in any case an employee of the said company. They carry out their duties under the direction, control and responsibility of Cocoom, which ensures their administrative, accounting and social management throughout the performance of the Contract.
Independence of the Parties
Each Party shall be a legally and financially independent legal person, acting in its own name and under its sole responsibility. The Contract does not constitute an association or a mandate given by one of the Parties to the other. Consequently, each Party shall refrain from making any commitment in the name and on behalf of the other Party, for which it may not under any circumstances substitute itself.
Law and allocation of powers
The Contract is subject to French law, to the exclusion of any other legislation. Any difficulty relating to the interpretation or performance of the Contract shall fall within the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal, including in the case of an appeal in warranty, a plurality of defendants or summary proceedings.