GENERAL TERMS AND CONDITIONS OF SALES
SALIENCE a simplified joint stock company (SAS) with a share capital of €33,300.00 registered in the Trade and Corporate Register of TROYES under number 531258291, located at Technopole de l'Aube - 2 rue Gustave Eiffel, 10430 ROSIÈRES-PRÈS-TROYES, with the intracommunity VAT number FR89531258291, represented by its Chairman duly authorized for the purposes hereof.
Hereinafter referred to as “SALIENCE” AND
Any natural person or legal entity who/which opens a Client’s Account on the Site and registered on it for the purpose of subscribing to one or more Services or Products provided by SALIENCE.
Hereinafter referred to as the "Client",
Hereinafter individually referred to as “Party”, or together as the “Parties”.
ARTICLE 1 - DEFINITIONS
The terms and expressions, beginning with a capital letter, in the General Terms and Conditions of Sales (herein after referred as the “GTCS”), have the meaning indicated below, whether used in the singular or in the plural:
“Client”: means any natural person or legal entity who/which opens a Client’s Account on the Site and registered on it for the purpose of subscribing to one or more Services or Products provided by SALIENCE.
“Client’s Account”: means the Client’s personal account which allows her/him to use the Products and Services available without payment and to order and pay her/his Order.
“Data”: means any files and information of all kinds (texts, images, sounds, videos, etc...) filled in the Client’s Account, under the Client’s liability, and on the servers managed by SALIENCE.
“General Terms and Conditions of Use”: mean all the terms and conditions under which SALIENCE provides Clients with the access to the Site and terms and conditions of use of the Services by the Client (hereinafter referred as the “GTCU”).
“New major version”: means each new version of the Products or the Service including adaptations, improvements and/or new substantial modification of existing functionalities, and/or new functionalities that do not enter in the Maintenance services scope, with the exception of mandatory compliance with regulation. The New Major Version can be commercialized separately by SALIENCE.
“Order”: means each request of Products and Services placed by the Client with SALIENCE and specifying the nature and quantity of the Products and Services.
“Premium Client”: means any Client who already subscribed to a paid Service provided by SALIENCE or is part of a paid subscription of FIVE (5) or more Clients.
“Premium Services”: mean all services provided by SALIENCE to the Premium Client through its Products, such as the Solution, under the terms and conditions as defined in the STC.
“Products”: mean all the products provided by SALIENCE to the Client in SAAS mode, and which expressly includes the Solution.
“Services”: mean all paid and free of charge services provided by SALIENCE to the Client through its Products and its Site and which may be subject to the application of Specific Terms and Conditions.
“Site”: means the website located at the URL https://www.featuremap.co , as well as the sub-sites, mirror sites, portal and web addresses related thereto, to which the Client may login in order to use the Services. By express agreement, the Site incorporated by reference the following websites (non-exhaustive list): - http://www.salience.fr
“Specific Terms and Conditions”: mean all the commercial terms and conditions under which SALIENCE effectively provides the Client with its Products and Services in the framework of an Order Confirmation accepted by the Client upon her/his subscription to the Services (hereinafter referred as the “STC”). By express agreement, all these elements are integrated to these GTCS and they form with them an integrated whole.
“Solution”: means the story mapping solution “FEATUREMAP” developed and edited by SALIENCE.
"Third Parties”: means every legal person (natural persons or legal entities) other than the Parties.
ARTICLE 2 - GENERAL PRINCIPLES
By accessing the Site, Clients are subjected to the present GTCS. They accept the application of all rules set forth hereof and in all documents available on the Site, such as commercial conditions, incorporated herein and by reference, which govern its relations with Third Parties and SALIENCE for the duration of the Services and Products provided, especially the GTCU and the STC if applicable.
The Client acknowledges that he/she has read the legal information contained on the Site prior to his/her registration on the Site.
The Client acknowledges that the use of the Site, the Products and Services requires that the Client has the technical equipment prerequisite for the good use of the Products and Services, such as an Internet connection, whose costs are independent of the Products and Services offered by SALIENCE.
SALIENCE may be required to send to the Client some information within the framework of use of the Products and Services (such as newsletters ...).
The Client shall undertake to access the Products and Services only by the interfaces and not by any means other than provided by SALIENCE for said purpose.
For further information, Clients are invited to look at the various sections of the Site, and if necessary, to contact SALIENCE for any request of clarification through the “contact form” provided for this purpose on the Site.
The present Site is available to all countries around the world.
Should the present Site, the Products and Services it offers, or the manner in which they are offered, be partly or entirely illegal under the national laws of the Client's country of residence, then the Client must refrain from accessing it from said territory or access it from other territories where they are considered legal. Any Client who chooses to access the Site https://www.featuremap.co from a territory where it is considered to be totally or partially illegal, does so on its own initiative and at its own risk, and must assume the consequences of application of the public policy regulations.
SALIENCE reserves the right to modify the present GTCS as necessary, according to the technical evolution of the Site or because of changes in the legislation, at its sole discretion.
In general, the use of the Site, Products and Services provided by SALIENCE is always subject to the most recent version of these GTCS posted on the Site and available to Clients and Clients at the time of use. It is the Client's responsibility to consult these GTCS, available in both the public part of the Site and in the Client’s account, as often as required.
SALIENCE has the right to refuse future access to the Site and/or to the Products and Services provided, to Clients who violate these GTCS and to deny access to any affiliated site for which SALIENCE is responsible, or to close any access account to one of its sites, without prejudice to compensations that may be due by the perpetrator of the violation, to SALIENCE.
2.5. Convention of Proof
The Client acknowledges that the recordings and back-ups (which also means any connection data) realized on the Site (hereinafter the “Electronic Documents”) have full significant effect between the Client and SALIENCE. Thus, the Electronic Documents, including their dates and times, will be admissible in any dispute between the Parties.
By consequence the Client acknowledges, in his/her contractual relation with SALIENCE, the validity and probative value of emails.
ARTICLE 3 - PURPOSE AND SCOPE
The purpose of these GTCS is to define the terms and conditions by which SALIENCE provides the Client with its Products and Services through the Site interface.
The Client may be subject to Specific Terms and Conditions which can be found on the Site and which supplement these GTCS, with which they form an integrated whole.
These GTCS prevail over any buying conditions or document issued by the Client, except if SALIENCE signs a formal and express derogation. As a consequence, any contrary condition opposed by the Client, will be unenforceable against SALIENCE, regardless of when it has been brought to the attention of SALIENCE, with the exception of an express acceptance of SALIENCE.
ARTICLE 4 - SUBSCRIPTION
4.1. Monthly subscription
Clients may select the subscription they desire. Then, they may verify the subscription, as well as the duration and price if applicable.
The Client may validate her/his Order when she/he finds it desirable to do so. Then, she/he will have access to a form in which she/he may enter her/his connecting identifiers if she/he already has them, or may register on the Site by filling out the registration procedure as defined in Article 6 of the GTCU. The following billing information will be requested: - Name - Last name - Email address - Phone number
4.1.2. Payment by the Client
Upon their connection, or after full completion of the subscription form, Clients are directed to the secured payment interface to make their payment, if applicable.
4.2. Annual subscription
To take an annual subscription, the Client may place an Order with SALIENCE by sending an email at firstname.lastname@example.org or a request at the following address: Technopole de l'Aube - 2 rue Gustave Eiffel, 10430 ROSIÈRES-PRÈS-TROYES. Upon its reception by SALIENCE and if applicable, the latter may request the following billing information from the Client: - Name - Last name - Email address - Phone number
Then SALIENCE will send by email an order form summering all these information, the quantity, the duration and the payment terms and conditions of the Client’s subscription.
4.2.2. Payment by the Client
Upon the reception of this order form sent by SALIENCE, Clients shall pay their Order in accordance with the terms and conditions stated in the order form within a period of FIFTEEN (15) days. After this period the terms and conditions stated in this order form will be invalid.
4.2.3. Order Confirmation sent by SALIENCE
After each Order payment, SALIENCE sends an email within 24 hours to the Client which sums up the information of the Order and which contains a link to the Site. By clicking on this link, the Client or the Client is redirected to his/her Client’s Account on the Site where she/he can access to the Services and Products she/he ordered.
By printing and/or by saving these emails, the Client or the Client has a proof which certifies the execution of the Order and its payment if applicable.
The Products are delivered directly by download, on the Client’s Account, when the Order has been approved, immediately after the validation of payment if applicable (hereinafter the “Delivery Date”).
4.4. Premium Client
By subscribing to a paid Service provided by SALIENCE, or by being part of a paid subscription of FIVE (5) or more Clients, the Client becomes a Premium Client and may have access to the Premium Services under the terms and conditions defined in the STC. Prior to the use of these Premium Services the Client shall have expressly agreed to the STC.
4.5. Absence of withdrawal right
As a Principle, the Client is a consumer and in accordance with Article L.121-21 of the French Consumer Code she/he may exercise her/his withdrawal right within FOURTEEN (14) working days, without indication of any reason and without penalty.
However, the Client acknowledges and accepts that no withdrawal right can be exercised by the Client in the framework her/his subscription of the Products and Services provided by SALIENCE.
Indeed, upon her/his subscription to the Site the Client benefits from the services provision provided by the Site. Thus there is no interval between the Order Confirmation and the supplying of the ordered services. Under these circumstances the Client could not exercise any withdrawal right and as a consequence she/he gives it up.
4.6. Duration – Renewal – Termination
The subscription takes effect upon the Order Confirmation sent by SALIENCE to the Client. The specific duration of the Client’s subscription (hereinafter referred as the “Contractual Period”) is the one specified on her/his Order Confirmation.
Upon expiration of the Contractual Period, the Client’s subscription is renewed for the same period. In this case, the price thereof is due and payable on the first day of the new subscription period. SALIENCE shall send an email to the Client at the email address indicated in the Client’s Order to warn her/him of the renewal of her/his Contract, at least THIRTY (30) days before the expiration of the Contractual Period.
Nevertheless, the Client may refuse to renew her/his Contract by sending to SALIENCE, at least THIRTY (30) days before the end of the Contractual Period, a registered letter, or by clicking on the “Terminate my Subscription” button that is provided for that purpose.
Upon the end of this period, SALIENCE will confirm the termination of the subscription by sending a registered letter or an email to the address indicated by the Client in its personal Account.
The subscription is then terminated at the end of its specified duration. However, SALIENCE commits to keep the Data for a period of ONE (1) year from the termination date of the subscription. Thereafter, the Data are definitively destroyed.
4.6.4. Early termination of subscription
Should the Client fail to meet any of the stipulations of these GTCS, SALIENCE may rescind the subscription and suspend access of the Client’s Account as a matter of absolute right and without the need to take any legal action. Rescission of the subscription for reasons imputable to the Client is without prejudice to SALIENCE’s right to claim payment of damages due to the Client’s failure.
ARTICLE 5 - PRICING POLICY
The applicable prices are those that are displayed on the Site on the day of the Order. The current rates for the Products and Services provided by SALIENCE can be consulted on-line on the Site, and upon request to SALIENCE at the following address: Technopole de l'Aube - 2 rue Gustave Eiffel, 10430 ROSIÈRES-PRÈS-TROYES.
The Products and Services ordered are listed in the Order Confirmation, which takes into account the specific conditions that apply, and include all taxes unless otherwise stated.
The prices displayed are valid only on the day of the Order and are not in effect in the future. SALIENCE may change said prices at any time after informing the Client at least THIRTY (30) days before such modification by the most appropriate mean.
The prices of Services are established in euros, all taxes included.
The Client may pay his Order by bank card. Payments by bank card are processed by Paybox. In the context of payments by bank card, SALIENCE does not have access to any data regarding the Client’s means of payment. The payment is made directly to the bank.
SALIENCE shall send the Client an invoice after each payment. The Client agrees to receive the invoices by electronic means.
5.4. Late and defaulted payment
The payment dates agreed upon cannot be delayed for any reason whatsoever, including a dispute.
In the event of late payment, SALIENCE will suspend the Services TWO (2) days after the due date. However, SALIENCE agrees to retain the Data for a period of ONE (1) year commencing to run as of the date of default in payment. Thereafter, the Data are definitively destroyed.
Any sum that is not paid on the due date shall automatically and without notice result in the charging of default interest calculated at ONE AND A HALF (1.5) times the legal interest rate, without said penalty affecting payability of the amounts due in principal.
Also, any late payment shall result in the billing to the defaulting Client of any collection costs, with all outstanding amounts becoming immediately due and payable, regardless of the times agreed for their payment, increased by FIFTEEN (15) percent as a penalty, and with SALIENCE having the right to unilaterally rescind the contract for reasons imputable to the Client.
ARTICLE 6 - LICENSE
6.1. Purpose of the License
The purpose of this License is to define the terms and conditions by which SALIENCE provides the Client with its Products and Services and the conditions under which the Client accesses and uses the Products and Services.
6.2. Scope of the rights granted by SALIENCE
SALIENCE grants to the Client, who accepts, a non-exclusive, non-transferable, non-assignable right to use its Products and Services in the last existing version when ordering and strictly within the limits of the Purpose of this License.
The Client expressly acknowledges that all rights related to the brands, know-how, technical concepts and all the rights associated to the Products and Services remain SALIENCE's exclusive property.
6.3. Field of Exploitation
This License is expressly limited by the Parties to the necessary acts for the use of the Products and the Services. The Client shall use the Products on one or more computers. Nevertheless, this License is strictly limited to a single Client’s Account.
6.4. Restrictions of use
Client shall expressly refrain from: - Selling, publishing, displaying, disclosing or making available to any Third Party, the Products and/or Services provided by SALIENCE under this License; - Performing reverse engineering, decompiling or disassembling Products and/or Services, with the exception of what is expressly authorized by current legislation in force; - Removing identification and ownership markings from Products and/or Services; - Selling, leasing, assigning , lending or using Products and/or Services with the aim of sharing it; - Publishing any performance tests, analysis or evaluations relative to Products and/or Services without prior written consent from SALIENCE; - Accessing to the source codes of the software components of Products and/or Services; - Using or copying Products and/or Services by any other manner not expressly authorized by this License.
This License is subscribed for the same period than the one stated in the Order Confirmation as defined in Article 4.1.3 of these GTCS.
This License is expressly limited by the Parties to all territories of the world, with the exception of the current rules in force in the Client’s country of residence when she/he downloads and uses the Products.
ARTICLE 7 - INTELLECTUAL PROPERTY
SALIENCE retains the full ownership of intellectual property rights of all informatics programs and software solutions constituting the Solution and/or the Connector granted by this License.
SALIENCE retains thereof all the intellectual property rights relating to the Solution and/or the Connector granted by this License and particularly the representation, publication, translation, correction, adaptation, arrangement, modification rights and the right to place on the market either free of charge or against payment.
ARTICLE 8 - CONFIDENTIALITY
All information, Data, documents of any kind disclosed by a Party to the other for the purpose of this License, orally, in writing or by electronic means, including without limitation any concept, memorandum, analysis, methodology, software, software package, know-how, protected or not by an intellectual or industrial property right, with or without “confidential information” marking, shall be treated as confidential information.
These stipulations shall remain in force for all the duration of this License.
ARTICLE 9 - LIABILITY
The Client recognizes being liable of all activities and practices that she /he realizes from her/his Account and she/he commits herself/himself to comply with these GTCS, the GTCU and the STC and with the laws, rules and local, national and international treaties, and the transmission of technical or personal Data, to the files, to the liberties, intellectual property and Third-parties rights.
SALIENCE does not and in any manner, guarantees that: - The Site https://www.featuremap.co, the Products and/or the Services will meet all Client’s requirements, - The Site https://www.featuremap.co the Products and/or the Services will be continuously available without interruption, suitable, secure or without error.
SALIENCE may, to the fullest extent permitted by applicable law, only be held liable for a direct damage which would be the result of the concession of a user license for its Products and Services. By consequence, the result of the responsibility of SALIENCE is limited to the replacement of the defective Product and Service or its reparation, without any other prejudice opposable by the Client.
SALIENCE excludes any other responsibility, whatsoever, for any indirect damages, such as loss of revenue, commercial or financial prejudice, overhead increase, consequence of a Third-Party claim or loss originating or resulting from the supply of a Product or a Service.
Finally, SALIENCE will be held liable for any hidden defects (“vices cachés”) affecting the Products and/or the Services which make them improper to use, on the condition that the Client proves the hidden defect and that she/he submits a request within TWO (2) years from the discovery of the vice, in accordance with Article 1648 of the Civil code.
Some countries and jurisdictions do not allow exclusion of implied warranties or the limitation of the duration of implied warranties, therefore the above limitations may not apply in whole or part to some cases where such restrictions are prohibited by rules of public order. In such cases only, the liability of SALIENCE shall be limited to the amount of money that the Client has actually paid for the Products and Services, during the month preceding the claim incident causing the alleged loss and judicially recognized as established, in application of these public policy rules.
ARTICLE 10 - CLAIM - COMPENSATION
In case of complaints of any kind whatsoever, the Client must send its request through email to email@example.com, or by letter to the following address: SALIENCE Technopole de l'Aube - 2 rue Gustave Eiffel 10430 ROSIÈRES-PRÈS-TROYES FRANCE
The complaint’s answer shall be addressed by SALIENCE within a period of SEVEN (7) working days to ONE (1) month by email, or by letter if specifically requested by the Client.
If at the end of this period, the Client has not received a satisfactory reply, he/she may send a second request in the form of notification by registered letter with acknowledgement of receipt. The Client's request shall be processed within one (1) month of receipt of said notification.
In any correspondence, sent to SALIENCE by e-mail or by letter, the Client shall undertake to mention his/her first and last name, e-mail address and reference of his/her Order, in order to make his/her identification possible and then to be able to answer to his/her requests. Incomplete requests will not be processed by SALIENCE.
ARTICLE 11 - FORCE MAJEURE
Neither Party shall be held liable in regard to the other for the non-fulfilment or delays in the fulfilment of an obligation under the terms of these GTCS, due to the actions of the other Party following the occurrence of a case of force majeure as defined in article 1148 of the French Civil Code.
The following situations are specifically considered as force majeure cases or acts of God, in addition to those normally accepted according to the jurisprudence of French Courts and Tribunals: the interruption of telecommunications, including telecommunication networks, total or partial strikes, lock-outs, riots, civil unrest, uprisings, civil or foreign wars, nuclear risk, embargoes, confiscation, capture or destruction by any public authority, bad weather, epidemics, the blocking of transport means or supplies for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or public policy modifications of the forms of marketing, computer failure, any consequences of technological developments that are not foreseeable by SALIENCE, and which challenge the norms and standards of its profession and any other circumstances that are unforeseeable, unstoppable and beyond the control of the Parties and which prevent the normal fulfilment of their reciprocal obligations.
ARTICLE 12 - GENERAL PROVISIONS
The fact that SALIENCE does not, at any moment, invoke one of the stipulations of these GTCS, may not be interpreted as constituting waiver by SALIENCE of further exercise of one of these provisions.
The invalidity of any provision of the present General Terms and Conditions of Sale, especially in application of a law, a regulation or subsequent to a final decision of a competent Court, shall not affect the validity of the other General Terms and Conditions provisions, which retain their full effect and scope.
The titles of articles in these GTCS are only intended to facilitate reference and do not have any contractual value or significance by themselves.
ARTICLE 13 - APPLICABLE LAW AND JURISDICTION
13.1. Applicable law
The General Terms and Conditions of Sale hereof are exclusively subjected to French law.
The official language of the General Terms and Conditions of Sale hereof is English. The use of any other language is only informative. In case of difficulty relative to the General Terms and Conditions of Sales, the Parties shall refer exclusively to the French text.
13.3. Dispute-resolution Procedure
All disputes concerning the General Terms and Conditions of Sale hereof shall be submitted, before any judicial proceeding, to a conciliator, each Party hereto designating one, except to agree on the choice of only one.
To this end, in the event of a dispute, either Parties shall notify the other by registered letter with acknowledgment of the name of the proposed mediator, the other Party having eight days to notify the one she designated; no reply within this period will be worth agreement of the second Part on the the first conciliator chosen by the other Party.
In case of default of the Party referred to in the receipt or post office withdrawal of a notification by registered letter with acknowledgment, notification may be made by any means.
Within a maximum period of three months from their appointment (s) mediator (s) shall attempt to resolve the difficulties that will be submitted and accepted by the parties for an amicable solution.
Whatever the outcome of that amicable settlement, a Minute of conciliation or non-conciliation will be writing and signed by / the conciliator (s).
In the absence of such an agreement in a timely manner, and subject to production of the minutes of non-conciliation, the dispute will be shall be submitted to the competent Court in the location where SALIENCE has its registered office, which will necessarily note the production of the minute properly signed for judging the case.