Snapshot 74344
Normalized text
Scripts and page chrome removed; this is what change detection compares.
General Terms and Conditions of Sale
PRELIMINARY ARTICLE – DEFINITIONS ARTICLE 5 – RECORDING OF PERSONAL DATA
For the purpose of these General Terms and Conditions (as defined below), the following Where the Services include a free-text field, the content entered therein is under the exclusive
terms, beginning with a capital letter and used in the singular or plural, shall have the meaning control of the Customer, who shall be solely responsible to third parties for the content
set out below: expressed and recorded. The Customer undertakes to comply with all applicable laws and
“Database“ means the database, together with its updates, of which ELLISPHERE is the regulations relating to the recording of personal data, to enter only information that is
author and producer. As such, ELLISPHERE’s Database is its exclusive property and benefits relevant and necessary to its business relationship, and to exercise the utmost neutrality in the
from the protection granted under Articles L.112-3 and L.341-1 of the French Intellectual choice of terms and wording used.
Property Code. The Database contains Data as well as Information. Consequently, ELLISPHERE shall not be liable for the content entered and recorded by the
“General Terms and Conditions“ means these general terms and conditions of sale. Customer in the free-text field, and the Customer shall indemnify and hold ELLISPHERE
harmless from any damage that may arise from the content of such field. In the event of
“Data“ means all corporate or business-related data (prior to its analysis and/or processing a breach of these provisions, ELLISPHERE shall be entitled to suspend, without prior notice,
by ELLISPHERE) extracted from ELLISPHERE’s Database and which may be included in the the Customer’s right of access to the free-text field, without the Customer being entitled to
Deliverables, made to the Customer in connection with the performance of the Services and any compensation whatsoever. ELLISPHERE shall also be entitled to terminate the Contract.
within the limits set out in these General Terms and Conditions.
“Information” means all elements communicated to the Customer in connection with the
performance of the Services and resulting from the integration, processing, analysis and/or ARTICLE 6 - PRICING
exploitation of the Data. The Information is provided to the Customer on a confidential basis 6.1. ELLISPHERE shall reserves the right to amend its pricing conditions during the term of
and within the limits set out in these General Terms and Conditions. the Contract. Any changes shall apply only to orders placed after the date on which the new
“Deliverable(s)“ means the formulation or the final output of the Services, in whatever form pricing takes effect.
(product, file, report, study, technical or functional documentation, etc.) and by any means, 6.2. The prices of the Services shall be automatically revised each year on the anniversary
whether existing or future, capable of materialising the performance of the Services under date of the Contract, based on the SYNTEC index, according to the following forrmula:
the Contract. Deliverables contain Data and the Information. Deliverables are provided to
P1 = P0 x latest available CI.
the Customer within the limits set out in these General Terms and Conditions.
where: P1 = revised price; P0 = price in force on the date of the revision; Cl = indexation
“Services” means all corporate information services and data solutions that ELLISPHERE
coefficient calculated on 1 March of each year by applying the ration between the SYNTEC
undertakes to provide to the Customer in connection with the performance of a Contract
index for the month of December of the previous year and the SYNTEC index for the month
(as defined in Article 2 below), including, in particular, access to and use of the various
of December of the year before that. Any amendment to, or substitution of, this index shall
ELLISPHERE software applications enabling access to the Deliverables and the Data forming
apply automatically.
the subject matter of the Contract.
6.3. A minimum billing amount may apply, as specified in the Special Terms and Conditions.
ARTICLE 1 – SCOPE OF APPLICATION
ARTICLE 7 – PAYMENT TERMS
1.1. These General Terms and Conditions set out the terms and conditions under which
ELLISPHERE, registered with the Trade and Companies Register of Nanterre under number 7.1 Invoices issued by ELLISPHERE are payable within thirty (30) days from the invoice date.
482 755 741, provides the Customer with Services. The Customer must be a professional In the event of a deterioration in the Customer’s financial standing, ELLISPHERE reserves the
(whether an individual acting in the course of a business activity or a legal entity) acting for right to request a full or partial payment before performance of the Services or upon receipt
the purposes of its professional activity. of the invoice, by informing the Customer at least one (1) month in advance by any means
(email, information notice on the website, on consumption statements, on invoices, etc.).
These General Terms and Conditions shall be supplemented by “Special Terms and
Conditions“, which describe for each type of Contract the detailed Services provided to the 7.2. In the event of late payment, in addition to the legal fixed indemnity of forty (40) euros
Customer (which may take the form of a purchase order and/or a quotation), and, where provided for in Article L.441-10 of the French Commercial Code and set by decree, late-
applicable, by any additional provisions applicable depending on the Services concerned. All payment penalties equal to three (3) times the applicable legal interest rate shall become
such documents shall prevail over the Customer’s general purchasing conditions or any other payable on the day following the payment due date indicated on the invoice. Should the
document issued by the Customer that has not been expressly accepted in advance and in amount of the legal fixed indemnity be amended, the new amount shall automatically replace
writing by ELLISPHERE. the amount stated in these General Terms and Conditions or in the payment terms set out in
the Contract.
1.2. In the event of any inconsistency between their respective provisions, the Special Terms
and Conditions shall prevail over these General Terms and Conditions. The late-payment penalties and the legal fixed indemnity shall be payable automatically and
shall not preclude the application of an additional increase of the debt corresponding to all
1.3. If any clause of the General Terms and Conditions, the Special Terms and Conditions, or
expenses incurred, of any nature whatsoever, for the recovery of the debt. Furthermore, all
more generally of the Contract (as defined in Article 2 below) becomes void, the remaining
sums owed to ELLISPHERE shall become immediately payable.
provisions of the General Terms and Conditions and Special Terms and Conditions shall
continue to apply.
These General Terms and Conditions and the Special Terms and Conditions (and, where ARTICLE 8 – LIABILITY - WARRANTIES
applicable, the additional documents provided by ELLISPHERE) govern all Services provided 8.1. ELLISPHERE’s obligations under the Contract are obligations of reasonable means
by ELLISPHERE to the Customer, including those subscribed to online. (obligations de moyens under French law). In the event that ELLISPHERE’s liability is
established in respect of direct damages suffered by the Customer and exclusively attributable
to a contractual fault by ELLISPHERE, such liability shall not exceed, for all heads of liability
ARTICLE 2 - CONTRACT
combined, per event and per “Contractua Year“ meaning each period of twelve (12) months
2.1. These General Terms and Conditions take effect upon their acceptance by the Customer, from the effective date of the Contract), an amount equivalent to one (1) time the fixed, pre-
it being specified that any order of Services placed by the Customer with ELLISPHERE and/or tax amount invoiced to the Customer for the relevant Contractual Year.
any acceptance by the Customer of Special Terms and Conditions provided by ELLISPHERE
8.2. The Customer acknowledges being fully aware of the characteristics and constraints of
shall constitute unreserved acceptance of these General Terms and Conditions by the
the Internet, and in particular of the fact that the transmission of information and data over
Customer. The General Terms and Conditions, the Special Terms and Conditions signed by
the Internet presents only a limited level of technical reliability despite any security measures
the Customer, as well as any additional documents provided by ELLISPHERE, together form
that may be implemented.
the contract (hereinafter the “Contract“), all of whose provisions apply to the performance of
the Services by ELLISPHERE for the benefit of the Customer. It is the Customer’s responsibility to take all necessary measures to ensure that its IT
configuration allows it to access the Services and to view the Information, Data and
2.2. Any order for Services duly accepted by ELLISPHERE shall be in full payable by the Customer.
Deliverables originating from ELLISPHERE, and to ensure its systems are protected against
any intrusion or contamination.
ARTICLE 3 – PROVISION OF SERVICES The Customer accordingly acknowledges that ELLISPHERE shall not be liable in the event
3.1. The Services subscribed to by the Customer will be provided from the effective date of the of unavailability or disruption of access to the Services, or in the event of alteration of
Contract as specified in the Special Terms and Conditions, subject to payment of the price of the Deliverables, Information and Data due to a case of force majeure, a strike, an act of
the said Services, in accordance with the provisions set out in Article 7 of these General Terms piracy, fraudulent intrusion, any event beyond its control (telephone failure, IT network
and Conditions. outage, electricity cut, etc.), or a malfunction resulting from a defective computer or
telecommunications equipment belonging to the Customer or made available to the
The Services do not include any credit insurance services. Customer by a third party. In the event of a malfunction, unavailability or receipt of an
3.2. The Information and Deliverables provided by ELLISPHERE result from the processing unreadable message, the Customer shall contact ELLISPHERE directly.
and analysis of objective criteria of an economic, legal and financial nature. ELLISPHERE Connection and data transfer operations are carried out under the Customer’s responsibility.
shall have sole discretion to determine the means to be used and sources to be consulted
and exploited for the purpose of providing the Services. The Information and Deliverables ELLISPHERE undertakes to use all necessary means to ensure the continuity of operation and
are provided without any contractual warranty from ELLISPHERE. The Information and the security of the Services, in accordance with professional standards and best practices.
Deliverables are communicated to the Customer based on the data available in ELLISPHERE’s 8.3. ELLISPHERE warrants the conformity of the Services with the specifications described in
Database at the time of their extraction or consultation. its commercial and technical documentation. The Customer acknowledges having received
Their content and presentation may be subject to modification, deletion or addition from ELLISPHERE the advice and information necessary for the proper functioning of the
depending on the evolution of the Services and the applicable regulations in force. Services.
8.4. Notwithstanding Article 8.3, ELLISPHERE may not be liable for any indirect damage
DFJ/G.15.18/02.2026
of any kind whatsoever, including loss of business, loss of data or any other financial loss
ARTICLE 4 – TECHNICAL SUPPORT resulting from the use of Services provided by ELLISPHERE.
The Customer benefits from technical support by contacting ELLISPHERE’s Customer
Relations Department either by telephone (0825 123 456 – charged at the applicable rate) or
by email (relation-client@ellisphere.com).
Postal adress postale : Immeuble Alpierre - 74 rue Gorge de Loup - 69009 Lyon - www.ellisphere.com - email : relation-client@ellisphere.com
Registered office : Tour Franklin - 100-101 Terrasse Boieldieu - 92042 Paris La Défense Cedex - S.A.S. with a share capital of 2,519,229 euros - Registration number Nanterre 482755741
General Terms and Conditions of Sale
Likewise, ELLISPHERE shall not be liable for any damage resulting from any use of the Therefore, the Customer shall refrain from reproducing or exploiting the Deliverables, Data,
Services, Deliverables, Information and/or Data by the Customer that does not comply with Information, study, Databases, drawings, models and prototypes, know-how, etc., beyond
normal or intended use. the rights granted to it under the Contract, without ELLISPHERE’s prior written authorisation.
8.5. In providing the Services, Deliverables, Information and/or Data to its customers, 11.2. ELLISPHERE informs the Customer that the Database includes, in particular, data
ELLISPHERE is subject to an obligation of means (obligations de moyens under French from the INSEE SIRENE Register, the RNCS provided by the INPI, and legal announcements
law). The Information, Deliverables, Data and, more generally, the Services provided to the published in the BODACC (A, B and C) by the DILA. The above-mentioned data remain the
Customer constitute only a supplement to the information already available to the Customer property of their respective holders.
and are intended solely to assist the Customer in its decision-making. The Customer therefore 11.3. The Contract entered into between ELLISPHERE and the Customer does not entail
remains fully responsible for its choices, for assessing the risks it incurs, and for the decision it any transfer of intellectual property rights and/or ownership rights over the Services,
makes and the consequences it derives from the Information, Data, Deliverables and Services Deliverables, Information and Data of which ELLISPHERE is the owner, or for which it has
provided by ELLISPHERE. obtained a licence or right of use from a third party, and which are used or made accessible to
8.6. ELLISPHERE’s scoring code of ethics is available on its website at www.ellisphere.com. the Customer in connection with the Services forming the purpose of the Contract.
ARTICLE 9 – CONFIDENTIALITY AND CONDITIONS OF USE ARTICLE 12 – PERSONAL DATA
9.1. The Customer has secure access to the Services, Deliverables, Information and Data 12.1. ELLISPHERE is the publisher of a business Database that contains business-related data,
by means of a personal user ID and a confidential password. The Customer undertakes to some of which may qualify as personal data within the meaning of Regulation (EU) 2016/679
change its password upon first access. The creation, use and management of passwords shall (GDPR) and of the amended French Data Protection Act of 6 January 1978 (Informatique
be strictly limited to the Customer’s internal needs and are the sole and exclusive responsibility et Libertés). In its capacity as data controller, ELLISPHERE certifies that the processing
of the Customer. operations it carries out in this respect comply with the rules laid down by the above-
The Customer undertakes to take all necessary measures to secure access to the Services, mentioned Regulation and Act.
Deliverables, Information and Data, and to ensure that access is granted only to duly ELLISPHERE personal data protection policy is available on its website: www.ellisphere.com.
authorised persons. To preserve the confidentiality of the connection, the Customer 12.2. Protection of Customer’s personal data
undertakes to ensure that each employee uses a password which shall be changed as often as
the Customer deems necessary. ELLISPHERE shall never be held liable in the event of theft of ELLISPHERE processes the personal data communicated by the Customer for the purposes
user IDs or passwords, or in the event of unauthorised use of access credentials. of managing the contractual relationship (contracts, orders, invoicing, customer relations) as
well as for prospecting activities, in compliance with the applicable regulation. ELLISPHERE
The Customer undertakes to appoint a technical administrator responsible for managing the acts as data controller for these processing operations.
access rights granted by ELLISPHERE.
These processing operations are necessary for the establishment and, where applicable, the
9.2. ELLISPHERE grants the Customer, for the duration of the Contract, a worldwide, non- performance of the Contract concluded between ELLISPHERE and the Customer, or for the
exclusive, non-transferable licence to use the Services, Data, Information and associated performance of pre-contractual measures taken at the Customer’s request. Failure by the
Deliverables delivered and/or consulted. Customer to provide certain personal data concerning it may prevent set up of the Contract
The Services, Information, Data and Deliverables are provided to the Customer on a and, where applicable, its proper performance.
confidential and personal basis, and are reserved strictly for its internal and final use, for the ELLISPHERE is the sole recipient of the personal data relating to its customers.
purposes of its professional activity.
Ellisphere has appointed a Data Protection Officer (DPO), whose contact details are as follow:
The Customer shall refrain from communicating, transmitting or transferring them to any
third party, directly or indirectly, and in any manner whatsoever, including by granting ELLISPHERE – DPO – Tour Franklin - 100-101 Terrasse Boieldieu - 92042 Paris La Défense Cedex.
sublicenses, whether free of charge or for consideration, in whole or in part, in any form Adresse E-mail : dpo@ellisphere.com
whatsoever, failing which the Contract may be terminated with immediate effect and
ELLISPHERE ensures that Customer’s personal data are not retained for longer than is
damages may be claimed.
necessary for the purposes for which they were collected. Accordingly, such data are retained
As a consequence, the use of the Services and the communications of the Information, Data for the duration of the contractual relationship and for the applicable statutory limitation
and Deliverables by the Customer to its various subsidiaries, including those that are 100% period, as well as for any other retention period imposed by applicable laws and regulations.
owned, is subject to the subscription of additional licences from ELLISPHERE.
The Customer undertakes to provide the data subjects concerned with the information set
Furthermore, the Customer is strictly prohibited from altering in any manner whatsoever the out above.
Deliverables, Information, Data and Services provided by ELLISPHERE, from duplicating,
12.3. Except where otherwise provided, the performance of the Contract does not entail
modifying, decompiling or disassembling them, from extracting them in whole or in part, for
ELLISPHERE and the Customer sharing purposes or means within a common set of processing
the purpose of producing other documents and/or products, including by adding to them or
operations. The transfer of data, including personal data, therefore takes place between two
combining them with other data, in order to communicate or make them available to third
separate data controllers acting independently for their own processing activities.
parties.
Each data controller declares that it complies with the provisions of the amended French
It is the Customer’s responsibility to take all necessary measures vis-à-vis its employees to
Data Protection Act No. 78-17 of 6 January 1978 and with the provisions of Regulation (EU)
secure access to the Services, Deliverables, Information and Data provided by ELLISPHERE,
2016/679 of 27 April 2016 on the protection of personal data (GDPR).
and to ensure compliance with its contractual obligations of confidentiality and non-
disclosure. The Customer shall be liable for any unauthorised reproduction or communication
of the Deliverables, Information and Data provided by ELLISPHERE, whether resulting from ARTICLE 13 – SUSTAINABLE DEVELOPMENT AND ANTI-CORRUPTION
its own fault or negligence. The Customer shall indemnify and hold ELLISPHERE harmless
13.1. In addition to the local social regulation applicable to them, ELLISPHERE and the Customer
from any third-party claim arising from the communication or disclosure, by any means
undertake to comply with the principles set out in the conventions of the International Labour
whatsoever, directly or indirectly, of any Data, Information and/or Deliverables.
Organisation.
13.2. Each Party undertakes not to offer, promise, accept or make any payments and/or
ARTICLE 10 – TERMINATION OF THE RELATIONSHIP gifts (whether money and/or any items of value and/or any advantage of whatever nature),
10.1. In the event of non-performance or improper performance by the Customer of its directly or indirectly, to any person for the purpose of influencing or inducing anyone to
obligations as referred to in Articles 2.2, 5, 7, 8, 9, 11, 12, 13 and 14 of these General Terms influence decisions. ELLISPHERE invites the Customer, where applicable, to consult its code
and Conditions, which the Customer has failed to remedy within eight (8) calendar days of ethics published on its corporate website.
following receipt of a registered letter with acknowledgement of receipt notifying the breach, For the provisions applicable to them, ELLISPHERE and the Customer undertake to comply
ELLISPHERE reserves the right to terminate the Contract automatically and with immediate with French Act No. 2016-1691 of 9 December 2016 on transparency, anti-corruption and the
effect, without prejudice to any damages that may be claimed. modernisation of economic life (Loi Sapin II) and to observe the highest ethical standards in
10.2. ELLISPHERE may also decide to suspend access to the Services as soon as a breach of the conduct of their activities.
the Customer’s contractual obligations is established, and until such time as the Customer has
remedied said breach.
ARTICLE 14 - ASSIGNMENT
10.3. Termination or non-renewal of the Contract shall immediately release ELLISPHERE
The Contract may not be assigned, in whole or in part, by the Customer to any third party
from its obligations towards the Customer. As from the effective date of termination of
without ELLISPHERE’s prior written consent.
the Contract, for any reason whatsoever, the rights granted to the Customer under the
Contract shall cease immediately, and the Customer shall discontinue any use of the Services, ELLISPHERE may assign all or part of the rights and obligations under the Contract to its
Deliverables, Information and Data in any manner whatsoever. successor, its assignee, or any entity directly or indirectly controlled by ELLISPHERE, subject
to prior written notice to the other Party from ELLISPHERE.
Suspension, early termination or non-renewal of the Contract shall have no effect on the
enforceability of the amounts still owed to ELLISPHERE. Any amounts already paid shall
remain acquired by ELLISPHERE, and the Customer shall remain liable for the subscribed ARTICLE 15 – JURISDICTION AND APPLICABLE LAW
packages and Services ordered prior to the termination date.
15.1 Any disputes arising out of or in connection with the interpretation or performance of
the Contract shall be submitted to the competent courts of PARIS, including in summary
ARTICLE 11 – INTELLECTUAL PROPERTY RIGHTS proceedings and/or in the event of multiple defendants.
11.1. ELLISPHERE remains the owner of (or the beneficiary of a licence for) all intellectual 15.2 The law applicable to the Contract is the French law, to the exclusion of its conflict-of
DFJ/G.15.18/02.2026
property rights of any kind relating to the Deliverables, Data, Information, studies, Databases, laws rules.
drawings, models, prototypes, and any other items created for the purpose of providing the
Services to the Customer.
Postal adress postale : Immeuble Alpierre - 74 rue Gorge de Loup - 69009 Lyon - www.ellisphere.com - email : relation-client@ellisphere.com
Registered office : Tour Franklin - 100-101 Terrasse Boieldieu - 92042 Paris La Défense Cedex - S.A.S. with a share capital of 2,519,229 euros - Registration number Nanterre 482755741