Application of the GTCU
The purpose of these GTCU is to define the conditions of purchase and use of the TEAMBRAIN Software by Users. The Publisher reserves the right to modify the Terms and Conditions of Use at any time by publishing a new version of them on the Site. The Terms and Conditions of Use applicable to the User shall be those in force on the day of its acceptance.
The Site is freely accessible to all Users. The acquisition of a product or a service, or the creation of a member space, or more generally browsing on the Site implies the acceptance, by the User, of the entirety of these Terms and Conditions of Use, who acknowledges having fully read them.
This acceptance may consist, for example, for the User to tick the box corresponding to the sentence of acceptance of these Terms and Conditions of Use, for example, with the words “I acknowledge that I have read and accepted all of the general terms and conditions of the Site”. The fact of ticking this box will be deemed to have the same value as a handwritten signature on the part of the User.
The User acknowledges the evidentiary value of the automatic registration systems of the Editor of this Site and, except for him to bring a proof to the contrary, it waives the right to contest them in the event of a dispute.
Acceptance of these GTCU assumes that Users have the legal capacity necessary for this. If the User is a minor or does not have this legal capacity, he or she declares that he or she has the authorisation of a tutor, curator or his or her legal representative.
Article I – About TEAMBRAIN
The Services are provided by TEAMBRAIN, a simplified joint stock company with a capital of €108,120, registered with the Paris Trade and Companies Registry under number 791 318 140, whose registered office is located at 231 rue Saint Honoré, 75001 Paris, France (“TEAMBRAIN”).
Article II – Scope of the General Terms and Conditions of Use
These General Terms and Conditions of Sale and Use (“GTCU”) are applicable to all use and access to the Software.
They are validated electronically by the Customer at the time of Subscription and each time the General Terms and Conditions of Use are modified and are available at any time on the Site for Users. The General Terms and Conditions of Use prevail over all contractual documents issued by the Client.
The Customer acknowledges having read and understood the GTCU and agrees to be bound by them. TEAMBRAIN reserves the right to modify the GTCU at any time by notifying the Client by email of any new version, who undertakes to take note of these modifications.
Article III – Definitions
Terms starting with a capital letter in the GTCU have the following meaning:
- API (Application Programming Interface) means the programming interface allowing the Customer to interconnect the Software to third party tools (web or desktop application) under its sole responsibility;
- Administrator(s) means the status authorizing the creation of a User Account, and which grants all administrative privileges (access, consultation, modification and export of the Content), configuration and parameter setting of the Account;
- Customer means the legal entity or individual taking out a subscription to the Software or additional services (Services) for professional purposes, which fall within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when it acts in the name of or on behalf of another professional;
- Community(ies) refers to groups of Users in the same domain (e.g. HR, sales team, Customer Relationship, etc.);
- Account means a valid account giving access to the Software and Services subscribed to by the Customer;
- Content means any content that Users can download and file from the Tools, including, but not limited to, contact information of prospects and clients, commercial documents, invoices, accounting journals and Personal Data;
- Account creator refers to the person duly authorized by the Client to carry out the Subscription and to define the Administrator and User accounts;
- Personal Data means any personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) relating to a person who is or could be identified;
- Term means the firm number of months (12, 24, 36) during which the Customer is authorized to access and use the Software;
- Expert(s) means User(s) who has (have) been granted rights of reply;
- License means the non-exclusive license to use the Software granted by TEAMBRAIN to the Client and Users;
- Software (or Offer) means the software offer called TEAMBRAIN developed by TEAMBRAIN in “software as a service” (SaaS), a mobile application or via an API offering several Tools to which the Client may subscribe ;
- Party(ies) means TEAMBRAIN and/or the Client ;
- Trial Period or “Trial” means the period during which the Customer may evaluate the Tools under the conditions of Article 4.4. During this period, it may renounce its Subscription ;
- Price means the price of the Tools and Services chosen by the Customer;
- Request means any service call (Software algorithm request, workflow);
- Services means the additional services that may be provided at the Client’s request by TEAMBRAIN, in particular configuration, assistance, integration or training as defined in article 4.2;
- Site means the TEAMBRAIN website accessible at https://Teambrain.io/ presenting the Software and Services;
- Subscription means the contractual commitment binding the Client to TEAMBRAIN to use the Software ;
- Usage refers to the volume of Requests made by Users;
- User(s) means the persons employed by the Client and authorized to use the Software for professional purposes, as Account Creator, Administrator, Users and Experts: they have access to an Account configured by the Account Creator, without administrative rights on the various Tools.
Article IV – Description of the Software and Services offered by TEAMBRAIN
4.1. Description of the Software
TEAMBRAIN is a software for self-learning knowledge management who answers questions automatically and capitalizes on the new questions as well as the answers provided by experts. TEAMBRAIN can be used on a web interface or Android mobile application.
The Software is made available under the following conditions by the present General Terms and Conditions of Sale and Use. The Users can contact the support team by email (email@example.com) to get a information on how to access the Software.
4.2. Description of the Services
TEAMBRAIN also provides, at the Client’s request, with charge, (i) carried out by its Consulting, Deployment (ii), Training (iii) and Integration (iv) departments.
The support services offered by TEAMBRAIN on request of the Customer are the subject to quotes and consist of :
(i) à aider le Client à identifier ses besoins et préconiser des solutions technico-fonctionnelles ;
(ii) à paramétrer le Logiciel selon les besoins exprimés par le Client dans le devis ;
(iii) à former les Administrateurs et les Utilisateurs pour une découverte ou une optimisation de l’utilisation des différentes fonctionnalités du Logiciel ;
(iv) à reprendre les données, à créer des connecteurs avec des outils tiers, selon un cahier des charges qualifié et validé avec le Client.
4.3. Privilege Levels and Access to Tools
The User Accounts are defined according to their level of privileges. When the Client subscribes to Accounts for Users, they will have access to the Tools under the conditions defined by the Administrators.
By default, the Account set by TEAMBRAIN is an Account for the Creator, who has all the privileges granted by the status of Administrator.
Users may share Content, including with other Users. third party clients of the Client.
4.4. Trial period or “Trial”
TEAMBRAIN offers the possibility to test an account for free in order to to allow for the evaluation of the Solution.
This Account is made available for a period of fifteen (15) days from the opening date of the account, under the following conditions :
- Only one Account can be created and this Offer is not renewable;
- TEAMBRAIN may, at the Client’s request, and without being obliged to do so, allow the Client to use the Account for an additional period of 15 days;
- At the end of the trial period, the Subscription is tacitly validated for the Duration of the Subscription and gives rise to the issue of the corresponding invoices;
- The Third Party authorized to use an Account acknowledges that the sole purpose of accessibility to the Software is to enable him/her to test the Tools before taking out a possible paid subscription. In this respect, the Third Party shall refrain from performing any processing or services whatsoever for third parties by using his Account;
- The Third Party authorized to use an Account must have read and accepted these GTCU before accessing the Software;
- TEAMBRAIN shall not be liable in any way whatsoever for the use of the Software on a trial basis. TEAMBRAIN shall not be held liable for any indemnity of any kind in the event of malfunction of the Software, for the entire duration of the trial.
TEAMBRAIN reserves the right to delete without notice any Account that does not comply with the foregoing provisions or any other provision of these GTCU.
In the event that the trial is not followed by the Subscription of an Account, TEAMBRAIN will delete the Account of the authorized Third Party and the data within ninety (90) days from the date of the closing the Account.
4.5. Information of the Client
The Customer acknowledges having verified the suitability of the Software to its needs and have received all the necessary information and advice prior to Subscription.
In addition to access to the online resource centre (FAQs), a documentation specifying the list of functionalities offered by each Tool is available on the Teambrain.io website.
To ensure the adequacy of the Tools composing the suite TEAMBRAIN software to its needs, the Customer has the possibility to :
- to benefit from a personalized demonstration by a customer advisor;
- obtain access to the Software on a trial basis (“Trial”) to test the functionalities under the conditions set forth in Article 4.4 of the GTCU.
The Client also acknowledges having been fully informed by TEAMBRAIN of the extent of his contractual obligations under these GTCU.
Article V – Conditions of access to the Software and creation of Accounts
5.1. Creator Account
To access the Software and use its various functionalities, the Client and Users must be legally capable of contracting and are subject to all applicable laws. The use of the Software and the benefit of the Services are reserved for the achievement of professional objectives only.
At the Client’s request, TEAMBRAIN will create an Account for the Creator of the Account, by means of the following information provided by the Account’s creator :
- The name of the company;
- The first and last name of the account creator;
- Account Domain and Creator Profile ;
- An email address, which must remain valid as long as the Account remains active ;
- Phone number ;
The Account Creator undertakes to inform TEAMBRAIN of any modification of the information communicated to TEAMBRAIN at the time of the creation of the Creator and/or Administrator accounts.
In the event of a change in the Account Creator, the Account Creator must notify TEAMBRAIN immediately in writing (email or request to the support) and communicate new relevant information and in particular any legal information required, for the modification and updating of the Account.
5.2. User Accounts
The Account Creator, Administrators and Users declare that they are authorized to use the Software and have accepted the GCVU on behalf of the Client.
The Account Creator, and/or the Administrator sets the configuration of the Users Accounts.
It also sets, if necessary, under its sole responsibility, the Contents.
The password associated with the Account is strictly personal and confidential. It must not be shared with third parties. The Users are responsible for the loss or theft of their password. TEAMBRAIN recommends Users to change their passwords regularly and to choose complex passwords including letters, numbers and special characters.
TEAMBRAIN invites Users to consult the CNIL website which offers a list of tips on how to manage passwords securely.
The Client undertakes to inform TEAMBRAIN by email without delay in the event of theft or loss of logins and/or passwords.
5.4. The mobile application published by TEAMBRAIN
TEAMBRAIN provides a mobile application giving access to the Software with a touch screen interface accessible from most smartphones and tablets. The Client acknowledges that the mobile application may not offer all the functionalities of the Software.
Article VI – Obligations of TEAMBRAIN
6.1. Obligations de TEAMBRAIN
TEAMBRAIN grants to the Client and Users on behalf of of the Client a non-exclusive right to access and use the Software in accordance with the GTCU.
TEAMBRAIN undertakes to exercise prudence and diligence in the provision of a quality service, in accordance with the customs and the rules of trade. TEAMBRAIN will endeavour to provide access to its software 24 hours a day, every day, except in the event of suspension or scheduled maintenance referred to in Article 10.1.1 of the GTCU, or in case of Force Majeure, as defined in article 15.5 of the GTCU.
6.2. Obligations associated with the Client’s Content
TEAMBRAIN commits to :
- take the necessary measures to ensure the security and confidentiality of the Content during the Term;
- not to use the Content for any purpose other than to provide the Software (including associated technical support);
- not to alter or transfer the Content ;
- take all reasonable precautions to ensure the physical protection of Users Content. Backups are made regularly by TEAMBRAIN. Backups may be made according to the specific SLA conditions chosen by the Client.
Article VII – Obligations of the Client and Users
7.1. Access to the Tools by Users
Users must use the Software in accordance with GTCU. They agree to be bound by them throughout the Term.
The Client has a personal right to use the Software under the conditions provided for at the time of Subscription. He undertakes to inform TEAMBRAIN immediately of any exceeding of the number of Users provided for in the contract.
The Client shall ensure that the GTCU are complied with by the Users.
In order to access the Software, Users must have an access to a terminal connected to the Internet. All costs necessary for Users’ equipment and connection to the Internet and their access and their use of the Tools are the sole responsibility of the Client, on whose account the Tools are used.
TEAMBRAIN recommends that the Client subscribe to the Paid Services for Software configuration provided by its Consulting, Deployment, Training and Integration Service. Otherwise, Users will configure the Tools they have chosen under their sole responsibility, and will check their compatibility with their terminals on their own.
7.2. Use of the Software
To use the Software, the Client agrees to :
- always provide truthful and sincere information and update it if necessary so that it remains complete and accurate;
- use the Software in accordance with its purpose and these GTCU, and collaborate in good faith with TEAMBRAIN;
- use the API according to the API documentation ;
- follow the technical prerequisites or recommendations issued by TEAMBRAIN ;
- never share access to the Software, this right being strictly personal;
- use the API according to the online API documentation ;
- respect the rights of third parties and, more generally, the laws and regulations in force relating to the use of the Tools;
- not to harm the reputation of TEAMBRAIN, denigrate the Software Offer or defame TEAMBRAIN, in particular on the Internet, including on social networks, and to use measure and caution with regard to comments concerning TEAMBRAIN or its employees ;
- not engage in any conduct that could interrupt, destroy, limit or more generally harm TEAMBRAIN or allow Clients and Users to access and use the Software without authorization, including through the use of viruses, malicious code, programs or files ;
- not to copy or sell all or part of the Software.
In the event of a breach of the above, TEAMBRAIN reserves the right to suspend immediately access to the Client’s Accounts without compensation, in addition to the implementation of the provisions set out in Article 9.2.2 (Terminations for default) of these GTCU
7.3. Content belonging to the Client and accessible via the Software
The Client is fully and solely responsible for the Content downloaded, stored or uploaded by Users via the Software. The Users are informed that the use of the Tools does not exempt them from making back-up copies.
The Client grants TEAMBRAIN the right to use the Content of the Users in order to operate the Software, ensure its security, and for the purpose of supporting and storing its Content.
The Client agrees that TEAMBRAIN shall not exercise any control over its Content, and undertakes to comply with all legal requirements and regulatory requirements, in particular those relating to Personal Data.
The Client undertakes to respect and to ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patents, designs and trademarks.
The Client iis responsible for the Contents stored by its own customers to whom it will have given access to the Software.
The Client undertakes to make payments to TEAMBRAIN in conformity with Article VIII of the GTCU.
7.5. Retrieval of the Content by the Client at the end of the Subscription
The Client is informed that TEAMBRAIN does not keep the Content of the Client indefinitely. The Client therefore undertakes to export itself its data from the Tools at the end of the Term or termination, no matter the cause.
To this end, the Client undertakes to notify within a period of time sufficient, and by any means, to the Users, which they must download their data from the Tools.
By default, the Client may request TEAMBRAIN to provide a new access to the Software to retrieve its Content within a limit of ninety (90) days, under the terms of Article 9.3.1 (Access to the Software and data recovery by the Customer) of these GTCU.
Article VIII – Costs
8.1. Prices applicable to the Software Offer
The Prices applicable to Users Licenses per Community are indicated on the Teambrain.io website or communicated by any means of TEAMBRAIN’s choice to the Client, at its request, prior to Subscription.
Prices may differ depending on the field of use, the characteristics of the Client, the number of Communities, the Commitment Period, the payment frequency (monthly or yearly), the number of Users, selected Tools, selected options to set up the community(ies), applicable currencies and the possible application of taxes.
The Tools chosen by the Client at the beginning of the Subscription will engage him for the entire Term.
During the Term, the Client may increase the number of Tools and Users but in no case exchange one Tool for another, or diminish the number of Tools or Users.
TEAMBRAIN reserves the right to make promotional offers that may differ from the Costs Policy communicated to the Client.
8.2. Prices applicable for usage
The Prices applicable to the Use are indicated on the Teambrain.io website or communicated by any means of TEAMBRAIN’s choice to the Client, on his request, before the subscription.
Prices per use may differ depending on the field of use, the characteristics of the Client, the Term of the commitment, the options chosen, applicable currencies and the possible application of taxes.
During the Term, the Client may increase the volume of Requests but under no circumstances claim a refund or reduce the volume of Requests ordered. An ordered Request Pack is due in full even if payment is made monthly.
TEAMBRAIN reserves the right to make promotional offers that may differ from the Costs Policy communicated to the Client.
The amount of the License will be revalued each year on the anniversary date of the contract according to the variation of the SYNTEC index according to the following formula: P = Po x S / So. P = price after revision. Po = initial price for the first revision, then price from the previous revision for subsequent revisions. S = most recent SYNTEC index published on the fee revision date. So = value of the SYNTEC index in force on the date this contract was signed for the first revision, then value of the SYNTEC index on the day of the previous revision for subsequent revisions. If the SYNTEC index disappears, TEAMBRAIN shall retain any equivalent index.
The total price due for the Subscription is payable in advance, at the beginning of a subscription or renewal period. The total price due for the Usage is payable in advance at the time of purchase. The Customer shall make payments by debit from the credit card number provided by the Client. Exceptionally, TEAMBRAIN may accept, without being obliged to do so, a settlement by bank transfer.
The Client may opt for monthly payment of his subscription, granted by TEAMBRAIN under the following conditions :
- 12 months, 24 months or 36 months commitment ;
- direct debit from the credit card number provided by the Client.
The Client guarantees to have the funds and the authorizations required to use the chosen payment method. The Client undertakes to maintain active means of payment (bank account, credit card, etc.). bank) associated with his TEAMBRAIN account, in particular in the case of direct debits and to inform TEAMBRAIN in good time of any change of bank details to enable Teambrain to take into account changes and to continue with the direct debit operations.
No discount will be granted for early payment.
In the event of late payment, the Client will be subject to a flat-rate charge of forty (40) euros. Any delay in payment shall give rise to the payment of interest by the Client on the outstanding amount due on the due date.
The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euro, increased by ten (10) percentage points.
The Client shall reimburse TEAMBRAIN for all expenses (including any fees of lawyers or bailiffs) associated with the recovery of payments not honoured by the Client.
TEAMBRAIN reserves the right, in the event of non-payment by the Client of one of its invoices, to suspend access to the Software until such time as the that payment is received in full.
Invoices are only issued electronically, which the Client expressly accepts. The list of invoices is available on line for the Client from a link communicated to him by TEAMBRAIN and in his Client Account. The Client undertakes not to share this link that it may, under its own responsibility, activate or deactivate.
The Client undertakes to inform TEAMBRAIN of any change in its postal and bank address or any other information required for the payment.
Any dispute concerning an invoice must be expressed in a letter or e-mail with acknowledgement of receipt within fifteen (15) days of the date the invoice (or pro forma invoice).
In the absence of such a letter or e-mail, the Client will be deemed to have accepted the invoice.
8.5. Changes to the Pricing Policy
TEAMBRAIN reserves the right to update its policy of Prices at any time subject to the following stipulations:
The Prices applicable to the Clients when creating their Account are guaranteed until the renewal of the Term: the new pricing policy will only apply to the renewal of the subscription.
The Client remains free not to renew the Subscription if he does not accept the new rates.
Article IX – Duration and Termination
The Subscription is made for a Term of twelve (12), twenty-four (24) or thirty-six (36) months and may be renewed upon request of the Client for the Duration and Tools of his choice. In the absence of precision, the Subscription is tacitly renewed on the basis of the same perimeter than in the previous period and for the same Duration as the initial Duration.
The Parties undertake to carry out all the provisions of these GTCU until their term. In the event that the Client wishes to terminate his commitment after the Trial Period and before the end of the term, it acknowledges that it must nevertheless perform all of its obligations and pay the agreed price. No refund or credit can be made for a partial use of the Software.
9.2.2 Termination for misconduct
In the event of a failure by either Party to comply with any of the obligations under the GCVU – failure to which would not be remedied within thirty (30) calendar days from receipt of a formal notice by registered letter with acknowledgement of receipt – the other Party may terminate the Subscription.
- In the event of a delay in payment of more than thirty (30) days, TEAMBRAIN may consider that the GTCU have been terminated on the date on which payment is due.
- TEAMBRAIN reserves the right to unilaterally terminate a Client’s Subscription if the Content stored, put online and/or exchanged by Users creates operational problems or problems relating to its servers.
Termination shall be notified to the defaulting Party by registered letter with acknowledgement of receipt.
9.3. Data recovery at the end of the Term
9.3.1 Client’s access to the Software and data recovery
Nonobstant les dispositions de l’article 7.5 des présentes CGVU,
le Client a la possibilité, dans les quatre-vingt-dix (90) jours suivant la fin
de la Durée, quelle qu’en soit la cause, d’effectuer une demande auprès de TEAMBRAIN
afin de permettre aux Utilisateurs d’accéder au Compte.
L’accès au Compte est ouvert pour une durée de sept (7) jours, dans les conditions d’un accès d’essai (Trial) pour consulter et exporter les éléments de Contenu suivants, dans un format structuré, couramment utilisé et lisible par tout terminal (CSV) :
- Knowledge Base: Questions, Answers, Themes
- Reports: exports of statistical data in the dashboard.
9.3.2 Restitution of Contents by TEAMBRAIN
The Client has the possibility, at any time, to download the content of its knowledge base, from the administration interface.
Insofar as the Client’s request relates to elements not provided for in Article 9.3.1, or requiring the implementation for TEAMBRAIN of complex recovery processes, the overall recovery costs of the elements listed below, external support and secure delivery will result in a quotation, which charge will be supported by the Client.
TEAMBRAIN will remove from its servers the Clients Content one (1) year after the end of their subscription, except for any Content of which the longer retention would be imposed by legislation or a reason legitimate.
Article X – Liability & Warranties Disclaimer
0.1 TEAMBRAIN’s Responsibilities and Guarantees
TEAMBRAIN provides the Tools and Services at the end of a obligation of means.
TEAMBRAIN does not guarantee that the Tools will work without interruption or malfunction, or will be free from anomalies or errors that can be corrected, or that they are compatible with hardware or a configuration other than those expressly approved by TEAMBRAIN.
TEAMBRAIN reserves the right to interrupt access to the Tools at any time and temporarily:
- to carry out updates, technical maintenance or improvement of the Tools, which will contribute to their correct operation or to repair a breakdown: TEAMBRAIN will make its best efforts to warn the Client of these interruptions ;
- in case of unavailability of the servers for any reason whatsoever;
- in the event of non-payment, breaches of the GTCU, breaches by a third party of the security of the Software and the Content hosted by TEAMBRAIN.
TEAMBRAIN shall not be held liable for any compensation in the event of temporary access interruption to the Tools under the conditions recalled above.
The Services provided by TEAMBRAIN in respect of consutancy (deployment, configuration, integration, etc.) can never be in lieu of administrative and management functions and obligations of the Clients. Subject to the Subscription to the Services concerned, the assistance of TEAMBRAIN is given only for the use of the Tools, never to the organization or management of the Clients’ activities.
In the absence of Subscription to support services (Services), Clients will be able to consult the accessible TeamBrain Support community from the Site.
TEAMBRAIN ne garantit pas que la Souscription aux Outils et/ou
aux Services améliorera la performance de l’activité du Client.
Cette clause est essentielle pour TEAMBRAIN et fait partie de l’accord des Parties.
Under no circumstances shall TEAMBRAIN be directly or indirectly responsible for any damage caused to Clients, Users or a third party partly because of their fault. TEAMBRAIN reserves the right to stop the marketing of a Tool without indemnity and after a two (2) months notice, and to develop at its sole discretion the functionalities of the Software.
10.1.2 Hosting and storage of Client’s Content
The Software is hosted on the dedicated and secure platform of TEAMBRAIN, in a data center located in France. TEAMBRAIN’s servers are managed by a web hosting professional: AMAZON WEB SERVICES. The Client Content, whether stored, uploaded or downloaded by the Users, is saved on external dedicated servers belonging to AMAZON WEB SERVICES. The Client’s Content is stored on TEAMBRAIN’s servers for one (1) year after the end of its subscription, except for any Content that may be stored for a longer period of time. as imposed by legislation or regulation. Translated with www.DeepL.com/Translator (free version)
TEAMBRAIN allows access to the Software and the Contents only to the persons specifically authorised by TEAMBRAIN and by the Client.
TEAMBRAIN implements technical measures and means necessary to ensure the security of connections, Client Content and their Personal Data. To this end, TEAMBRAIN uses the TLS-SSL protocol which allows to encrypt any information, especially billing information. This encryption process protects data by systematically scrambling the data from the the information before it is transferred to TEAMBRAIN.
10.2 Limitation of TEAMBRAIN’s guarantee
TO THE EXTENT PERMITTED BY APPLICABLE LAW, TEAMBRAIN’S SERVICES (IN PARTICULAR FOR TOOLS OFFERED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS SUCH. TEAMBRAIN DOES NOT GUARANTEE THAT THE USE OF THE SERVICES WILL BE INTERRUPTION-FREE OR ERROR-FREE.
Regardless of the cause, the cumulative aggregated liability of TEAMBRAIN can never exceed the amount of the sums actually received from a Client by TEAMBRAIN in remuneration of its subscription for the Term.
However, this liability limit does not apply to the liability arising :
- death or personal injury;
- of gross negligence or fraud;
- any other basis that cannot be excluded or limited under the applicable regulations.
TEAMBRAIN’s responsibility can only be engaged for the only damage directly and exclusively caused by TEAMBRAIN, without any joint and several liability or in solidum with the third parties who have contributed to the damage.
10.3 Client’s liability and guarantee
10.3.1 Access and use of the Software
The Client acknowledges that the Tools make out a platform particularly complex, especially in terms of computer technology. TEAMBRAIN uses state of the art processes and techniques. However, in the current state of knowledge, tests and experiences cannot cover all possible uses. The Client therefore undertakes to support the risks of inadequacy or unavailability of the Tools.
The Client acts as an independent entity and, as a result assumes all the risks of its business. It is solely responsible for the Subscription, Content and transmitted, distributed or collected files, as well as their operation and updating.
The Client is responsible for :
- its access and use of the Software by all Users;
- obtaining and maintaining all equipment necessary to access the Software ;
- ensure that such equipment is compatible with the Software. The Customer may, at its own risk, give access to its Account to its customers. The Customer’s insurance must cover these risks. The Client must make all claims against TEAMBRAIN within forty-eight (48) hours of the event.
10.3.2 Client and Users Equipment
TEAMBRAIN may recommend technical prerequisites to the Client or certain configurations for using the Software. The Client and Users are responsible for following up on these technical prerequisites or recommendations.
The Client and the Users are solely responsible for their connection to the Internet and all related costs.
Access to the Tools can be done by means of the following software programs downloaded to Client and User terminals.
The Client and Users agree that TEAMBRAIN may automatically update such software, and the GTCU will apply to such software updates.
The Client and the Users declare that they understand that TEAMBRAIN cannot be held responsible in the event of interruption of the internet, of viruses affecting their data and/or software, of the possible use of their data and/or software, of any misuse of Account passwords and, more generally, all damages caused by third parties.
The Client shall be solely responsible for the use and implementation of the implemented security, protection and backup measures for its equipment, its Content and software.
To this end, it undertakes to take all appropriate measures in order to protect its Contents. The User undertakes not to commit any act that could jeopardize the security of the software platform.
10.3.3 Client Guarantees
The Client guarantees TEAMBRAIN, as well as its affiliated companies, and subsidiaries, their officers, directors, employees and agents, against any claim or demand, including reasonable attorneys’ fees, made by a third party due to the violation of the GTCU, their misuse of the Tools (including by Users) or the violation of any laws or third party rights.
The Client acknowledges using the Software in compliance with the law and regulations in force. In the event that TEAMBRAIN is jointly and severally liable responsible in any administrative or judicial proceeding, the irregular use of the Software by the Customer and/or the Users, the Client undertakes to compensate TEAMBRAIN to the extent of all sums that may be claimed from him.
Step XI – Intellectual Property
11.1 TEAMBRAIN’s intellectual property
The Software and the Site belong without any limitation to TEAMBRAIN.
The Client and the Users are authorized to use the Software in accordance with the License. All rights not expressly granted by the GTCU are reserved.
TEAMBRAIN sites and software developed by TEAMBRAIN are original works protected by intellectual property rights and international conventions. The Client and the Users guarantee that they will not alter, rent, borrow, sell or distribute these works, or will not create derivative works based in whole or in part on them. They undertake not to implement a reverse engineering process (reverse engineering), except as required by law.
No use of TEAMBRAIN’s name or trademark can intervene without its prior consent.
The Client and the Users acknowledge that TEAMBRAIN is the sole owner of its intellectual property rights, and by of the Software and shall not at any time dispute this ownership or the validity of TEAMBRAIN’s intellectual property or the rights therein attached.
Items available via the Tools or on the Site such as software, databases, tools, platform, web pages, texts, photographs, images, icons, sounds, videos and more generally all of them the information available to Clients and Users is the owned, entirely and exclusively by TEAMBRAIN.
11.2 Clients’ intellectual property
Neither Party shall acquire any right of ownership on each other’s databases or trademarks, drawings, graphics, screens or software.
Thus, the Client’s Data belongs to the Client, which however, authorizes TEAMBRAIN to use this data, exclusively in the conditions and limits provided for in these GTCU, and in particular, by its articles 6.2 (Obligations associated with Client Content) and XII (Protection of personal data).
No use of the trade names, trademarks, logos of the Client cannot intervene without the prior consent of the Client.
Article XII – Protection of personal data
The European Regulation 2016/679 of 27 April 2016 (RGPD), which enters into force on May 25, 2018 provides for a new mechanism for protection of personal data. In particular, Article 28 of the GRPD clarifies that the controller and the processor must provide by contract for a certain number of specific mentions relating to to the processing of Personal Data, which are included in the present article. Translated with www.DeepL.com/Translator (free version)
12.1 Description and purposes of the treatment, collected data
Les personnes concernées par le traitement sont : le Client, les
salariés du Client ; les clients, prospects et fournisseurs du Client.
TEAMBRAIN collecte les données à caractère personnel des Utilisateurs telles que : nom, prénom, courriel, adresse, numéro de téléphone, date de naissance, photographie, nom de leurs clients ou prospects, identifiants, adresse IP…
The purposes of the treatment are:
- the creation of accounts (TEAMBRAIN account, Account) ;
- the management of the security of the site and the Software ;
- management and follow-up of the commercial relationship (subscriptions, orders, complaints, support);
- management of prospects and requests for information (proposal to create new communities, proposal to add new modules or functional options or to send commercial offers, newsletters, white papers…);
- the management of requests to exercise the various rights of Users: rights of access to their Personal Data, rights of rectification, deletion, opposition, portability and limitation of processing.
If the Client uses the services to process other Data or categories of Personal Data (such as data as defined in the GDPR), or for other processing or purposes, the Client does so at its own risk and peril, in its capacity as the person responsible for processing, and TEAMBRAIN cannot be held responsible in case of failure to comply with regulations.
12.2 Obligations of the Parties: General
The Parties recognize that TEAMBRAIN will have to deal with the Personal Data filled in by the Client in the different Tools, in its capacity as Software Publisher, for the sole purpose and within the conditions agreed upon in the GTCU, in order to achieve the purpose of the present GTCU and fulfil its obligations.
TEAMBRAIN undertakes to process Personal Data as defined in Article 12.1 hereof.
- In its capacity as data controller, the Client is responsible for complying with its own legal and regulatory obligations regarding the processing of Personal Data. The Client acknowledges that the resources used by TEAMBRAIN within the framework of these GTCU constitute sufficient guarantees of compliance with regulations, and the Client undertakes to comply at all times with the laws and regulations in force in this area. Translated with www.DeepL.com/Translator (free version)
- In its capacity as a subcontractor, TEAMBRAIN limits itself to following the Client’s documented treatment instructions, subject to alerting the Client in the event of instructions given that do not comply with regulations.
The Parties recognize that the achievement of the purpose of the these GTCU and the use of the Tools constitute the instructions documented by the Client. It is specified that any undocumented instruction in writing, or not compliant with the regulations is not taken into account by TEAMBRAIN.
TEAMBRAIN shall immediately inform the Client if, in its opinion, a instruction constitutes a violation of these regulations or other provisions of the European Union rights or European Union members rights relating to the protection of Personal Data.
It is understood that TEAMBRAIN cannot be held to be responsible for the decisions taken by the Client as the person in charge of the processing and that the purpose of these GTCU is not the provision of the legal advice.
The Client undertakes to alert TEAMBRAIN without delay, in the event that changes in the Client’s requests, resulting or likely to result in a change in TEAMBRAIN’s status with regard to regulations.
12.3 Obligations of the Subcontractor
12.3.1 Cooperation and assistance
The Client acknowledges that the following diligence satisfies TEAMBRAIN’s obligation of cooperation and assistance in order to enable it to ensure that the processing complies with regulations, in particular with regard to :
- notifications of violations, which shall be sent by TEAMBRAIN as soon as possible after becoming aware of the said violation (12.3.2 Security and confidentiality);
- requests to exercise the rights of the Client’s customers (access, rectification, opposition, portability). In its capacity as a subcontractor, TEAMBRAIN limits itself to assisting the Client to enable it to fulfil its own obligations. Thus, TEAMBRAIN never responds on behalf of the Client to requests to exercise rights that are addressed directly to it: in the event that TEAMBRAIN receives such a request, TEAMBRAIN shall forward it to the Client as soon as possible so that the latter can manage the follow-up to be given to it; Translated with www.DeepL.com/Translator (free version)
- the documents and information necessary for the controller to fulfil its accountability obligations.
12.3.2 Security and confidentiality
The Client acknowledges that the following steps satisfy the obligation security and confidentiality necessary to ensure that the processing complies with regulation :
- The Client’s Tools and Data are hosted on TEAMBRAIN’s own servers, housed in the infrastructure of AMAZON WEB SERVICES located in Europe (ISO 27001, PCI-DSS Security, ISO 9001 : 2008 certified), one of the leading European professional hosting providers ;
- TEAMBRAIN’s servers are monitored for security and operating software updates in real time;
- TEAMBRAIN uses the TLS-SSL protocol to encrypt data transfers. This encryption process protects data by systematically scrambling information before it is transferred to TEAMBRAIN.
- TEAMBRAIN shall only allow access to the Client’s Tools and Data to persons specifically authorized by TEAMBRAIN and the Client.
- No TEAMBRAIN employee shall have access to the Client’s Data, unless access to such information is necessary for the Subscription or for the fulfilment of the purpose of these GTCU.
- Each User of TEAMBRAIN is bound by a commitment relating to the protection of Personal Data;
- TEAMBRAIN shall inform the Client of any violation of the Personal Data entrusted to it by the Client, as soon as possible after becoming aware of such violation, taking into account the notification time limit given to the data controller by articles 33 and 34 of the RGPD. TEAMBRAIN shall promptly investigate any violation of the Personal Data in order to remedy such violation. TEAMBRAIN shall promptly inform the Customer of the corrective measures and of the measures put in place to remedy the breach. Translated with www.DeepL.com/Translator (free version)
- TEAMBRAIN undertakes to assist the Client in setting up a privacy impact study, within the limits of the sub-contracting service and the information available to TEAMBRAIN, without TEAMBRAIN’s liability being sought as a result.
12.3.3 Subsequent subcontracting
The Client accepts that TEAMBRAIN may call upon the services of further subcontractors acting in his name and on his behalf, in order to assist him/her in the processing of Personal Data of the Client. Thus, TEAMBRAIN calls upon the following service providers:
- AMAZON WEB SERVICES (hosting)
- Yousign (electronic signature)
- Stripe (payment)
- Paypal (payment)
- MongoDB (Database)
- Gekko (outsourcing)
TEAMBRAIN takes all the necessary precautions in the choice of its subcontractors to whom the Personal Data of its clients are entrusted and informs the client of any planned changes regarding the addition or the replacement of a subsequent subcontractor by any written means at its convenience.
The Client may object to such an addition or replacement by notifying TEAMBRAIN in writing within ten (10) days of receipt of the notice of addition or replacement sent by TEAMBRAIN. The Client acknowledges and accepts that the absence of any objection within the above-mentioned time limit is equivalent to an acceptance from a new subcontractor. In the event that the Client would object to the appointment of a sub-contractor at a later date on the grounds of legitimate, the Parties agree that either Party may terminate the Subscription. TEAMBRAIN shall enter into a contract with any subcontractor containing the same obligations as those set out in these GTCU, in particular by requiring the sub-processor to process the Data only at Personal Character of the Client only in accordance with TEAMBRAIN’s written instructions.
TEAMBRAIN shall remain fully liable to the Client for any processing carried out by the sub-processor in breach of obligations of these GTCU.
If the Client deems it necessary to carry out an audit to verify the Software’s compliance with regulations and these GTCU, TEAMBRAIN agrees to abide by the following terms and conditions:
- TEAMBRAIN shall make available to the Client upon request and by email the documentation necessary to demonstrate TEAMBRAIN’s compliance with its obligations as a subcontractor. If the Client considers that this documentation does not enable it to demonstrate compliance with regulations, the Client shall make a request for an on-site audit, justified and documented, by registered letter with acknowledgement of receipt.
- The audit shall be carried out by an independent auditor of known reputation, not competing with TEAMBRAIN’s commercial activities. This independent auditor shall be chosen by the Client and accepted by TEAMBRAIN. He must have the required professional qualifications and is subject to a confidentiality agreement. The Parties acknowledge that all reports and information obtained in the course of this audit are confidential information. The starting date of the audit, the duration and the scope of the audit shall be defined by mutual agreement between the Parties with a minimum of 30 working days notice. The frequency of audits shall be limited to one audit per year and shall not disrupt TEAMBRAIN’s activity. The audit may only be carried out during TEAMBRAIN’s business hours. The audit shall not include access to information not related to the processing carried out in accordance with these GTCU, nor physical access to the servers on which the Software is stored. The Client shall bear all costs and expenses incurred by the audit and shall reimburse TEAMBRAIN for all expenses incurred to this effect, in particular, the time spent on the audit on the basis of the average hourly rate of the TEAMBRAIN staff having collaborated in the audit.
12.3.5 Location – Data Transfers
Users’ Personal Data is stored in France on TEAMBRAIN’s servers, which are hosted by AMAZON WEB SERVICES.
Dans le cadre des finalités décrites à l’article 12.1, des transferts vers les Etats-Unis, encadrés par des garanties appropriées au sens du RGPD, peuvent être réalisés pour certaines prestations de services informatiques.
For example, in the case of service providers established in the United States, TEAMBRAIN verifies prior to the transfer that they have signed up to EU-US Privacy Shield, which ensures an adequate level of data protection (Decision (EU) 2016/1250 of 12 July 2016).
If TEAMBRAIN were to transfer Personal Data to other service providers established outside the EU, TEAMBRAIN will ensure beforehand that that they have adhered to the standard contractual clauses approved by the European Commission.
12.3.6 Restitution, data destruction
At the choice of the Client and within 30 days of the request addressed by the Client to TEAMBRAIN at the end of the Term, TEAMBRAIN will immediately return to the Client all Personal Data and all copies thereof, or delete or destroy in whole or in part all copies of any such security of Personal Data.
Article XIII – Interoperability
Conformément à l’article In accordance with Article L.122-6-1 of the French Property Code intellectual property, the Client may obtain information from TEAMBRAIN about the interoperability of the Tools by sending your request by registered mail to : TEAMBRAIN, 231 rue Saint Honoré – 75001 Paris.
TEAMBRAIN will have a period of two (2) months to send the information requested from the Client. The information will be communicated in the only in order to meet its legal obligations. Under no circumstances shall this information be provided by the Client to a third party, even free of charge.
Article XIV – Subcontracting
Without prejudice to the provisions of Article 12.3.3, TEAMBRAIN reserves the right to call upon subcontractors to assist it in achieving the purpose of these GTCU.
Article XV – Miscellaneous
15.1 No soliciting of employees
The Client undertakes not to hire or solicit the hiring of or services (in any form), for himself or for a third parties, directly or indirectly, of any TEAMBRAIN employee (i.e. of any employee of TEAMBRAIN on the day of the conclusion of the Subscription, or who would enter into a contract of employment with TEAMBRAIN during the Duration) or to induce one of the TEAMBRAIN employees to cease the functions he exercises or will exercise within TEAMBRAIN.
This obligation will terminate twelve (12) months after the termination of the Subscription for any reason whatsoever.
In the event of non-performance of this article, the Client undertakes to pay to TEAMBRAIN, as a penalty clause, a sum equal to twelve (12) months of the monthly salary (after deduction of employer’s social security contributions and employees) paid by TEAMBRAIN to the employee concerned on the date that the non-performance of the obligation would be established. This penalty will be due for each employee of TEAMBRAIN who is hired by the Client or whose services would be requested by the Customer in any form whatsoever. In accordance with Article 1228 of the French Civil Code, TEAMBRAIN may pursue the forced performance of this obligation instead of claiming payment of this penalty clause.
The “Confidential Information” is, without this list being limited, all information and data provided by a Party; and to the other Party, in connection with the execution of the Subscription, in writing and/or orally, in particular in the form of graphs, drawings, plans, reports, customer lists, price lists, results, meeting minutes, instructions and other items of any form. Each Party shall undertakes in its own name (and in the name and on behalf of its corporate officers, employees and sub-contractors) to be kept strictly confidential, using the same means and methods as those used for its own information.
This obligation of confidentiality does not cover Confidential Information :
- which are in the public domain on the date of their communication nor those which have fallen into the public domain after that date (without this being the result of a breach of the GTCU)
- which have been communicated to a Party on a non-confidential basis by a source other than the other Party, provided that this is not in breach of a confidentiality agreement or the GTCU ;
- that a legislative or regulatory provision or a decision of a court or any other authority would require to be disclosed.
15.3 No Right of Withdrawal
In accordance with the French Consumer Code, the right of Withdrawal shall not apply to the services provided by TEAMBRAIN, which are exclusively intended for Professional Clients and enter necessarily in their main field of activity, be it commercial, industrial, artisanal, liberal or agricultural activities, including when they are acting in the name or on behalf of another professional.
For any request, Clients and Users can write to TEAMBRAIN, 231 rue Saint Honoré, 75001 Paris (France).
Clients and Users can report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending an notification to TEAMBRAIN with the following information :
- Date of notification ;
- Nom, prénom, emploi, adresse, nationalité, date et lieu de naissance (et pour une entreprise : forme, nom, adresse et son représentant) ;
- Une description des faits et de leur emplacement ;
- La raison de la notification (avec une explication juridique) ;
- A copy of the letter sent to the author of the content or the justification that this author cannot be contacted.
15.5 Force majeure
Neither party shall be liable for any default or delay in performance caused by a constituent element of Force Majeure, in application of Article 1218 of the Civil Code, such as, but not limited to: the fires, floods, natural disasters, earthquakes, stopped Internet connections, cyber attacks, strikes, lockout.
In this case, the obligations of the Parties shall be suspended as of the notification of this exculpatory cause by one of the of the Parties to the Other Party until it ceases to exist.
To the extent that such circumstances continue to exist for a period of more than fifteen (15) days, the Parties agree to to enter into discussions to modify the terms of their respective commitments.
If no agreement or alternative was possible, these commitments may then be terminated without damages, simply by giving notice to the notification in writing by registered letter with acknowledgement of receipt, without compensation or notice.
15.6 Severability, Waiver, Invalidity
In such a case, the Parties shall, if possible, replace this stipulation nullified by a valid stipulation corresponding to the spirit and the purpose of the GTCU.
15.7 Relationship between the Parties
The GTCU can in no way be considered as establishing between the Parties a de facto partnership or joint venture or any other situation involving some kind of reciprocal representation between them or solidarity towards third parties. The GTCU will not generate any link of subordination between the Parties, which shall retain their full and complete autonomy in relation to each other.
15.8 Intuitu personae
It is strictly forbidden for Clients and Users to assign all or part of their rights and obligations under the GTCU.
15.9 Article Survival
Articles IX, X, XI, XII, XIII and XV shall survive the expiry or termination of the Subscription for any reason whatsoever.
15.10 Ethics and sustainable development
The Parties declare that they respect the principles upheld by the international labour organization and their existing legislation in the field of labour law, to participate in the prevention of risks focused on safety at work and, more generally, be in compliance with the legislation in force in health and safety of workers, to adhere to the principles of protection of the environment and to control the consequences of their activity on the environment and to participate in the fight against corruption.
Article XVI – Applicable law
The GTCU are governed by French law. The effective date of the GTCU is: 15 June 2019. In the event that a translated version of the GTCU conflicts with the French version, the French version shall prevail.
WITHIN THE LIMITS PROVIDED FOR BY THE LAW IN FORCE, ANY LITIGATION AS TO ITS VALIDITY, INTERPRETATION OR EXECUTION, SHALL BE SUBJECT TO THE EXCLUSIVE COMPETENCE OF THE COURTS OF THE JURISDICTION OF THE TEAMBRAIN HEAD OFFICE, INCLUDING IN THE EVENT OF AN ACTION IN WARRANTY OR MULTIPLE DEFENDANTS.
All rights reserved – June 15, 2019