Terms and Conditions – Vigidomaine

Terms and Conditions. Last updated: October 1, 2025.

1. PURPOSE

The purpose of these Terms is to define the terms and conditions under which Vigidomaine provides access to the SaaS Service and, where applicable, the Additional Services ordered by the Customer. The applicable General Terms and Conditions are those in effect on the date of acceptance of the Special Terms or the submission of the online Registration/Order by the Customer.

2. CONTRACTUAL DOCUMENTS

The Agreement consists of the following documents, in order of priority:

These Terms and Conditions
Any specific quote or contract

In the event of any conflict between the various documents, the document of higher legal standing shall prevail. Any Order placed by the Customer is deemed to have been placed with full knowledge of the General Terms and Conditions and constitutes express and unconditional acceptance thereof. The Customer hereby waives the right to rely on any conflicting document, including, but not limited to, its own general terms and conditions of purchase.

3. ORDER

Any online registration or order for access to the SaaS Service and/or Additional Services is subject to the unconditional acceptance by both Parties of the applicable Terms and Conditions. Any specific terms not included in the Contractual Documents are excluded from the scope of the Contract. Unless otherwise specified, the Online Offer is valid at the time of visiting the website, and a quote is valid for a period of thirty (30) days from the date it is issued, with Vigidomaine reserving the right to refuse any Order placed after this period. Upon receipt of the Order, Vigidomaine shall carry out the necessary preliminary formalities and verifications to validate the Order. Any Order placed online becomes final and the Contract is formed only upon its acceptance by Vigidomaine, evidenced by the issuance of an Order confirmation sent to the Customer by any written or electronic means. Vigidomaine reserves the right to refuse any Order placed by the Customer, particularly in the event of incomplete, inaccurate, or fraudulent information provided by the Customer, and/or to make the provision of the SaaS Service and/or Additional Services contingent upon the payment of a deposit. Once the Contract has been formed, no cancellation or modification is possible without Vigidomaine’s prior written consent, and the price of the SaaS Service and Additional Services is due in full. Vigidomaine cannot be held liable for any errors or inaccuracies in the information provided by the Customer.

4. SERVICE DESCRIPTION

Whether access is provided free of charge or in exchange for payment of a subscription fee, Vigidomaine provides the Customer with access to the SaaS Service, which includes:

The grant of the right to use the Software Product, subject to the terms set forth in Section 7;
The operation and maintenance of the SaaS Service in operational condition, including the hosting of the Software Product and associated services under the terms set forth in Article 8;
Support and the provision of Software Product Updates under the terms set forth in Article 10.

The terms and conditions governing access to and provision of the Service are specified in the Contract and the Service Agreement. Any other service shall be subject to Additional Services under the terms defined in the following article. Vigidomaine may propose upgrades to the SaaS Service to the Customer in order to improve its quality and/or functional coverage. Vigidomaine shall, under all circumstances, retain full discretion over its publisher policy, particularly to account for technological and organizational changes and to evolve the Service, without the Customer’s prior written consent. In the event that such changes no longer align with the Service initially subscribed to, the Customer may terminate the Contract in accordance with the “Termination of the Contract” section.

5. ADDITIONAL SERVICES

5.1. General Provisions

All requests for Additional Services, including training, configuration, data migration, access management, change management support, project management, and interface development (API or other), custom development, and on-site visits by Vigidomaine teams at the Customer’s premises, are subject to additional charges, in addition to the SaaS Service subscription fee, and must be specified in the Commercial Proposal approved by the Parties, based on the terms of the Vigidomaine Offer. For Additional Services, the terms of their performance are defined in the Offer document and are subject to these General Terms and Conditions. Unless otherwise specified in

the Commercial Proposal, Vigidomaine undertakes to exercise all due care in the performance of such services and is subject to an obligation of means. The timeframe for the performance of the Additional Services indicated by Vigidomaine in the Contract is provided for informational purposes only and is in no way guaranteed. Any delay relative to the estimated date of completion of the Additional Services shall not entitle the Customer to damages or to the cancellation of the Order, unless otherwise specifically agreed upon with Vigidomaine.

5.2. Training

Vigidomaine may provide training services to assist the Customer and Users, particularly with regard to the use of the Software. Training sessions are conducted by competent and qualified staff at Vigidomaine’s or the Customer’s premises, or remotely via communication tools (video conferencing, online demonstrations, etc.) under the terms set forth in the Contract and in accordance with the terms of the training agreements signed between Vigidomaine and the Customer. Any scheduled Training, which is the subject of the Order, shall not be eligible for any refund in the event of cancellation, postponement, or no-show by the Customer, unless an exception and/or commercial gesture is expressly accepted by Vigidomaine. In the event of a late postponement less than five (5) business days prior to the scheduled Training, the Customer shall owe Vigidomaine, in addition to the total cost of the Training, a penalty of 100 euros (€) excluding tax to cover administrative costs and non-refundable expenses incurred. In the event of a late cancellation less than five (5) business days prior to the scheduled Training session, or a no-show, and to the extent that this affects Vigidomaine’s internal organization, the Customer shall be liable to Vigidomaine, in addition to the total cost of the Training, for reimbursement of non-refundable expenses (transportation, meals, lodging, etc.) incurred by Vigidomaine. For any training provided by Vigidomaine, a certificate of attendance or participation is provided to the Customer for signature. In the absence of a complaint or signature within five (5) days of the attendance sheet being presented, the Training is deemed to have been effectively provided on the agreed date. In addition, a certificate specifying, in particular, the nature, learning outcomes, and duration of the session is provided by Vigidomaine, as the training provider, to the Customer upon completion of the service.

5.3. Acceptance

The terms and conditions for accepting the Additional Services provided are detailed in the Proposal and/or the Contract. Generally speaking, the go-live or the absence of any comments within seven (7) days following the delivery of the acceptance report or the service report to the Customer shall constitute the Customer’s unconditional acceptance of the Additional Services. The Customer undertakes, during the aforementioned period, to identify and report to Vigidomaine any Defect affecting the deliverables, specifying, where applicable, whether the Defect constitutes a Blocking or Major Defect, and providing all information necessary to identify the technical conditions required to identify and reproduce the reported Defects. Vigidomaine undertakes to correct any duly documented Blocking or Major Defects reported by the Customer as soon as possible. By express agreement between the Parties, only Blocking or Major Defects may prevent the Customer from accepting the Additional Services. Any failure of the acceptance procedure due to the negligence or inaction of the Customer and Users in providing information or conducting the requested tests entitles Vigidomaine to terminate the Contract, with the Customer bearing sole liability.

6. TERM

The Agreement shall take effect on the date of acceptance of the Commercial Proposal or the Online Order, unless otherwise specified in the Agreement, and shall remain in effect for the duration of the SaaS Service and any Additional Services. The SaaS Service is entered into for an initial term specified in the Commercial Proposal (hereinafter referred to as the “Initial Term”); unless otherwise stipulated in the special provisions, the SaaS Service is entered into for an initial term of twelve (12) months from the Effective Date. In the absence of an Effective Date defined in the Commercial Proposal, the Effective Date shall be deemed to be the date of issuance of the Order (hereinafter referred to as the “Effective Date”). The Agreement shall then be automatically renewed for successive periods identical to the Initial Term.

Notwithstanding the foregoing, either Party may decide not to renew the Agreement and prevent its automatic renewal by:

sending a registered letter with return receipt, subject to a three (3)-month notice period, with the Customer agreeing to send said letter to Vigidomaine at the address of the publisher’s corporate headquarters;
submitting a termination request via the customer portal.

The activation of an optional add-on service during the term of the Contract shall not alter the duration of the Contract as specified above.

7. ACCESS TO AND PROVISION OF THE SERVICE

7.1. Right of access and use

In exchange for the Customer’s payment of the subscription fee for the SaaS Service, Vigidomaine grants the Customer, on behalf of the Users, the right to access the SaaS Service, as well as a personal, non-exclusive, non-assignable, and non-transferable right to use the Software Product for the term, scope, limits, and conditions defined in the Agreement, and more specifically in the Special Terms and Conditions. Unless otherwise specified, the right to access the SaaS Service and the right to use the Software Product are granted solely for the Customer’s internal needs, to the exclusion of any other purpose. With regard to Additional Services, they remain for the exclusive benefit of the Customer, unless otherwise stipulated in the Commercial Proposal. The Customer guarantees that Users will comply with the limitations and conditions of use set forth in the Contract, and in particular the General Terms of Use.

7.2. Provision of the SaaS Service

In exchange for payment of the subscription fee specified in the Commercial Proposal, Vigidomaine grants the Customer the right to access the SaaS Service under the terms set forth in the Special Terms and Conditions, in accordance with the Software Products ordered and the service level options defined, where applicable. The Customer further verifies that its infrastructure and the Customer Environment provide physical and IT security guarantees and performance levels that comply with the Prerequisites, enabling the SaaS Service to be operated under the terms of the Contract. Depending on the Software Products, the right to access the SaaS Service may be limited and subject to various Metrics, including:

the number of named or concurrent Users and/or;
the number of logical or physical systems (tablet, mobile, etc.);
the number and volume of transactions; and/or
any other units of work (expressed as quantities, thresholds, limits, etc.).

For certain Software Products, the Customer may, where applicable, increase the number of Users and/or systems and/or work units and/or adjust the Metrics to which it is entitled in accordance with the provisions set forth in the Service Agreement. In such cases, the Customer agrees that invoices issued by Vigidomaine for the SaaS Service will reflect these increases as defined by the Customer. Any exceeding of the usage Metrics specified in the Scope will be billed by Vigidomaine based on the current rates, along with a pro-rata invoice covering all periods since the exceeding occurred, to which shall be added a penalty equivalent to ten percent (10%) of the pre-tax amount of the additional fee paid by the Customer. Any modification to the Scope of the right to use the Software Product is subject to an Order by the Customer and gives rise to the billing and payment of an additional fee calculated at the rate in effect for said Service on the date the Order is issued or the service is implemented. The Customer undertakes to ensure the confidentiality and security of the identification and authentication credentials enabling access to and/or use of the SaaS Service, and to ensure, where applicable, that Users comply with the specific access procedures set forth in the Contract.

8. TECHNICAL SPECIFICATIONS

8.1. Hosting and related services

Vigidomaine is responsible for the hosting and related services (including maintaining operational readiness) of the SaaS Service Software Products, in accordance with the Agreement. Vigidomaine shall be free to modify, at its discretion, all or part of its technical infrastructure, provided that such modification does not impair the performance of the SaaS Service or alter compliance requirements. In particular, Vigidomaine is entitled to implement any changes to the infrastructure or hosting services in order to maintain the most appropriate level of security. In this regard, Vigidomaine may, without restriction, upgrade the SaaS Service, if necessary with partners and suppliers of its choice without the Customer’s prior consent, provided that Vigidomaine’s obligations under the Agreement are not affected. The hosting providers are listed on the page, which is updated according to the relevant offerings: https://vigidomaine.fr/hebergement/

8.2. Security

Vigidomaine implements state-of-the-art technical measures to ensure the security of the Service to the extent that they fall under its responsibility and control. Password management, networks, and workstations remain the responsibility of the Customer, who must comply with ANSSI recommendations and recommended security rules. The Customer agrees to implement all necessary security measures, including all procedures and measures to protect its User Workstations, hardware, and software, in particular by installing antivirus software on its User Workstations and keeping it up to date. As soon as it becomes aware of any compromise or breach of physical or logical security that could affect the SaaS Service or Vigidomaine systems, the Customer agrees to notify Vigidomaine immediately.

8.3. Evolution of Services

Vigidomaine may update the Service by providing one (1) month’s notice to the Customer via mail and/or through the Vigidomaine Support Portal and/or any other appropriate means. At the end of the one (1) month notice period following notification of the change by Vigidomaine, and in the absence of termination by the Customer in accordance with the provisions of the “Termination” section, this new version shall be deemed accepted by the Customer. The features of the Service are accessible in particular via the Vigidomaine website or via any other means communicated by Vigidomaine. Vigidomaine may, however, modify these at any time, particularly in the event of a security-related emergency and/or to comply with any new law and/or regulation. In such a case, Vigidomaine will endeavor to notify the Customer of these modifications within a reasonable timeframe.

9. SERVICE LEVELS

Vigidomaine offers a “best effort” service, meaning that it will take the necessary steps to provide a stable and reliable service, but does not make any guarantees.

10. SUPPORT

As part of the SaaS Service, Vigidomaine agrees to provide the Customer with support services, in accordance with the terms set forth in the Agreement. The Customer agrees, in this regard and where applicable, to prioritize the communication channels made available to them. Vigidomaine agrees to provide support and make available Updates to the SaaS Service and its Software Products, under the terms set forth in the Agreement. Vigidomaine undertakes to deploy the necessary human and technical resources to provide, as promptly as possible, responses or solutions to the Defects reported and documented by the Customer to the support service, under the terms described in the Contract, particularly in the Service Agreement. Vigidomaine reserves the right to bill the Customer for the time spent analyzing the cause of a Defect, classifying it, and/or resolving it, provided that the Defect encountered by the Customer does not originate from the Software Product, the SaaS Service, and/or services falling under Vigidomaine’s responsibility. As part of the SaaS Service, the Customer will receive Updates. The release of Updates is at Vigidomaine’s sole discretion, and Vigidomaine remains free to include or exclude any patches or proposed changes in any Update, and the Customer may not object thereto. Vigidomaine reserves the right to require the Customer to install any Updates, particularly for security reasons. Unless otherwise specified in the Agreement, only the latest Major Version (n) and the Major Version (n-1) (for up to 12 months following the release of Major Version (n)) are supported and maintained.

11. EXCLUSIONS

By express agreement, Vigidomaine shall not be liable for, nor shall it be bound by any obligations regarding, any issues and/or unavailability arising from:

work and interventions related to the User’s workstation;
work related to the Customer’s infrastructure and environment (including, in particular, telecommunications, networks, and security);
any Defect and/or unavailability of the Service resulting from a power outage or Internet connection failure, and/or a security breach affecting the Customer’s Environment;
any intervention on a non-production environment;
any Defect and/or unavailability of the Service resulting from use of the Software Product that does not comply with its Product Documentation, the Agreement, or any other specific instructions provided by Vigidomaine, by the Customer, and/or by Users;
any intervention by the Customer or a third party on the Software Product or the Service not authorized by Vigidomaine;
any manipulation by the Customer of its data—including corruption, incompleteness, errors, or data corrections by the Customer or a third party—that impacts the use of and/or access to the Service;
any unavailability of the SaaS Service during periods of planned work and/or maintenance of the Service, including any emergency intervention implemented for security reasons;
any use of an unsupported version of the Software Product;
any Defect and/or unavailability of the SaaS Service resulting from the Customer’s failure to provide Vigidomaine with the information, files, and documents requested to resolve the Defects and/or resulting from the Customer’s failure to expressly approve the solutions proposed by Vigidomaine to resolve the Defects .

Vigidomaine shall not be held liable for any of the aforementioned exclusions. All of the above items are excluded from the calculation of any downtime and potential liabilities.

12. THIRD-PARTY SERVICES AND SOFTWARE PRODUCTS

The use of third-party services or software remains, in any event, subject to the terms and conditions of use established by the third-party publisher or provider. The terms and conditions of third-party publishers and providers govern, in particular, the terms and conditions of access to and provision of the third-party service and/or Third-Party Software, service levels and conditions, the terms for protecting Customer Data, legal provisions regarding intellectual property, warranty, termination, liability, applicable law, and jurisdiction, as well as all conditions and provisions relating to service levels. Consequently, for any third-party service and/or Third-Party Software products accessible via the SaaS Service, the scope of these General Terms and Conditions shall apply exclusively to the terms regarding duration, pricing, and price revisions, billing terms, payment terms, as well as provisions strictly related to pricing, billing, and payment terms.

13. CUSTOMER OBLIGATIONS

The Customer agrees to:

verify that the SaaS Service and any Additional Services it orders meet its needs;
comply with and implement the technical prerequisites for accessing the SaaS Service in accordance with the Product Documentation and the Agreement;
collaborate with Vigidomaine’s teams to enable the implementation of the SaaS Service as defined in this Agreement by Vigidomaine;
pay the agreed-upon price;
use the SaaS Service in accordance with the Agreement;
designate a primary contact who will act as the SaaS administrator for all dealings with Vigidomaine, particularly regarding security matters;
regularly monitor the information available regarding both the use of the SaaS Service, maintenance operations, or any information concerning the SaaS Service available and accessible via the Vigidomaine website dedicated to the use of the SaaS Service, the address of which is provided to the Customer;
follow Vigidomaine’s recommendations for the installation of the SaaS Service and/or following any update;
organize and implement the necessary prerequisites to enable access to updates and new versions;
systematically change the passwords for the accounts entrusted to them, choose a strong password in accordance with ANSSI recommendations, and store them securely in a password manager; apply Vigidomaine’s security recommendations to the extent possible.

The SaaS Service will be used by the Customer under the Customer’s sole control, direction, and responsibility. The Customer guarantees that Users will comply with this Agreement and the Terms of Service. The Customer agrees to use the Service only in accordance with its intended professional purpose, as set forth in the Documentation, and solely for the purposes of the Customer’s professional activities. The Customer is solely responsible for the data and content distributed and/or downloaded via the Services and assumes full responsibility for the nature, content, accuracy, integrity, completeness, and legality of the Customer Data transmitted to Vigidomaine in connection with the Service, as well as for any resulting use thereof. In particular, given the authorized use of the SaaS Service by the Customer, the Customer shall refrain from sending or storing data of a non-professional nature and, more generally, data that is unlawful, obscene, defamatory, or data that is illegal or in violation of a third party’s rights, the protection of minors, or privacy. The Customer agrees not to alter or disrupt the integrity or operation of the Service or the data contained therein. Any request for information or audit procedure must be made in writing, and Vigidomaine undertakes to respond to the Customer as soon as possible.

14. FINANCIAL TERMS

14.1. Price

The Customer agrees to pay the price for the SaaS Service (Subscription) and Additional Services as detailed in the Contract, excluding any information, details, or specifications contained in catalogs, brochures, price lists, technical data sheets, or other documents published by Vigidomaine, which are provided for informational purposes only. Unless otherwise expressly agreed between the Parties, all prices set forth in the Agreement are denominated in euros and are exclusive of taxes. The price of the SaaS Service (Subscription) may, where applicable and depending on the selected options, vary based on the actual usage metrics, in accordance with the Agreement. Prices will also be reviewed during the year in the event of changes to the SaaS Service ordered, in accordance with the terms defined in this Contract. In any event, the price set forth in the Contract does not include costs arising from any intervention by Vigidomaine outside its premises or at the Customer’s site for the purposes of providing the SaaS Service and/or Additional Services; such costs will be billed on an actual cost basis after the Customer’s approval of the quote following the intervention.

14.2. Price Adjustment

The price of the SaaS Service may be adjusted annually on each anniversary date based on changes in the Syntec index, subject to a cap of 5%. The Customer will be notified in advance and may choose not to renew the contract.

14.3. Billing Terms

Unless otherwise specified in the Agreement, the fixed price for the SaaS Service (Subscription) is billed annually in advance. Billing for the first year occurs on the Effective Date, and thereafter annually on each anniversary date. Notwithstanding the foregoing, and where the use of certain features of the SaaS Service is subject to usage-based billing based on volume or other Metrics, the price is billed, if applicable, monthly in arrears in accordance with the usage Metrics specified in the Special Terms and Conditions. For Training, invoicing will be issued upon delivery of the Training under the terms of the “Training” section; Additional Services will be billed on a time-and-materials basis monthly in arrears, based on the number of days worked, as recorded in the activity report, unless otherwise specified. For services billed at a flat rate, the payment schedule will be as agreed upon in the Commercial Proposal. In the absence of a payment schedule specified in the Commercial Proposal, billing will be issued as follows: 100% upon delivery.

14.4. Payment Terms

Unless otherwise specified in the Agreement, Vigidomaine’s invoices are payable in full, net and without discount, by bank transfer within 30 (thirty) days of the invoice date. The Customer may not, for any reason whatsoever, defer or modify the payment terms or request a reduction in the price of the SaaS Service and/or Additional Services; payment of any disputed invoice remains due. Similarly, any formalities or specific requirements not communicated prior to the conclusion of the Contract shall not justify non-payment or late payment of the price. Vigidomaine reserves the right to transmit or make invoices available to the Customer in electronic format. Under no circumstances may payments be suspended or subject to any set-off without Vigidomaine’s prior written consent. Any partial payment shall first be applied to the non-priority portion of the debt, then to the amounts that have been outstanding the longest. Any subsequent payment of the price shall not result in an extension of the renewal date of the Contract.

14.5. Default on Payment

Pursuant to Article 441-10 of the French Commercial Code, any amount not paid by the due date shall, in any event, result in the application of late payment interest at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and shall entitle the creditor to the payment of a lump sum of forty (40) euros as compensation for collection costs. Late payment penalties are due upon request as of the first day of delay and accrue until full payment of all amounts due. The Customer shall also remain liable to Vigidomaine for all costs incurred in the legal recovery of the amounts due, including the fees of court officers. Vigidomaine may charge a lump-sum indemnity equal to ten (10) percent of the amounts due.

In the event that the Customer fails to meet its payment obligations, and without prejudice to its rights and remedies, Vigidomaine reserves the right:

to suspend access to the SaaS Service and/or to cease providing the Additional Services within eight (8) days following a formal notice sent by any written or electronic means that has remained unanswered;
to terminate the Contract, under the conditions described in the section “Termination.”

Any failure to make payment shall, in addition, automatically render all amounts remaining due to Vigidomaine under the Agreement immediately payable, without prior notice. The Customer shall not set off any amounts owed to it by Vigidomaine under the Agreement, or under any other agreement that may exist between the Parties, without Vigidomaine’s prior written consent.

15. INTELLECTUAL PROPERTY

Under the granted license, the Customer agrees not to infringe, directly or indirectly, upon Vigidomaine’s intellectual property rights. Any operation not expressly authorized is prohibited, including any reproduction, modification, translation, commercialization, creation of a derivative work, or reverse engineering of the Software Product and/or the Service for the purpose of developing a competing product or service and/or copying or reproducing any features, functions, or graphic elements. In particular, it is prohibited to extract or reuse, including for private purposes, any part—whether substantial or not—of the content of the databases and archives included. All rights not expressly assigned or granted by the Agreement remain the full and exclusive property of Vigidomaine. In particular, all intellectual property rights relating to the Software Product, as well as all its components (documentation, source codes, object codes, logos, graphic texts, images, etc.) remain the full and exclusive property of Vigidomaine. Similarly, and unless otherwise stipulated in the Agreement, Vigidomaine retains exclusive ownership of all deliverables produced or provided as part of the Additional Services. Generally speaking, the intellectual property rights transferred or licensed to the Customer do not extend to the means or tools used by Vigidomaine—whether or not they are subject to specific protection (copyright, patent, trademark, etc.)—nor to the inventions, methods, know-how, or trade secrets used, created, or developed in connection with the performance of the Contract. Any total or partial reproduction, modification, or use of these elements, for any reason and on any medium whatsoever, without the express prior consent of their respective owners, is strictly prohibited and constitutes an act of infringement and/or unfair competition. Vigidomaine declares that the SaaS Service provided under this Agreement does not infringe upon the rights of third parties and indemnifies the Customer against any infringement action that may be brought against it in connection with the use of the SaaS Service. The benefit of said warranty of non-infringement is subject to the following cumulative conditions:

Vigidomaine must be notified immediately of any claim, complaint, or legal action for infringement relating to the SaaS Service and directed against the Customer;
The Customer shall provide assistance and enable Vigidomaine to assume sole responsibility for defending its interests in court and for managing any negotiations aimed at reaching a settlement with the third party in question or its representatives.

If such an infringement claim prevents the use of the SaaS Service, Vigidomaine may, at its own expense and at its discretion:

Ensure that the Customer retains the right to continue using the SaaS Service,
Modify or replace the SaaS Service in order to avoid any infringement.

In the event of a final and unappealable court decision, Vigidomaine agrees to reimburse the Customer for the principal amount of the damages awarded, provided that the Customer can provide proof of collection by the third party.

The aforementioned warranty of non-infringement does not apply when:

the infringing elements were not provided by Vigidomaine,
the infringing nature of the SaaS Service results from the use and/or combination with the Customer’s or a third party’s software, hardware, or equipment.
the Customer has entered into a settlement with the third party or has defended against a legal action without Vigidomaine’s prior consent,
the Customer continues the alleged infringing activity despite the signing of a settlement agreement or the service of a final and non-appealable court decision, the Customer has not implemented the modifications, fixes, or updates recommended by Vigidomaine that would eliminate the finding of infringement.

16. CONFIDENTIAL INFORMATION

The Parties agree to treat as confidential, and not to reproduce or disclose—except solely for the purposes of providing the SaaS Service in accordance with this Agreement—any information, data, or documents of any kind that they may share with one another for the implementation of the SaaS Service. The Customer authorizes Vigidomaine to disclose the confidential information necessary for the provision of the SaaS Service to its subcontractors, service providers, or partners for whom Vigidomaine vouches.

In the event of early access (to the SaaS Service or certain features, for example via an invitation code or the activation of new features prior to their release), the Customer shall refrain from any communication or reproduction, including any mention of the use of the service, except to parties who are themselves bound by a confidentiality agreement with the Customer.

17. CUSTOMER DATA

Each Party undertakes to comply with all of its respective obligations under data protection regulations, and in particular the obligations set forth in (i) European Regulation No. 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data (“GDPR”) and (ii) Law No. 78-17 of January 6, 1978, on information technology, files, and civil liberties, as amended. The obligations of each Party with respect to any processing carried out by Vigidomaine on behalf of the Customer when the latter acts as the data controller are described in the appendix to this Agreement. The Customer is and remains the owner and controller of its data (referred to as “Customer Data”). The Customer is solely responsible for the quality, lawfulness, and relevance of the data it transmits for the purpose of using the SaaS Service and its Software Products. The Customer further warrants that it holds the intellectual property rights necessary to use the data.

When Customer Data is aggregated for analysis, Vigidomaine undertakes to implement appropriate measures to ensure that the results of such analyses do not allow for the identification of the Customer and/or Users. Vigidomaine remains the owner of all analyses and the results of said analyses.

18. AUDIT

Vigidomaine reserves the right to conduct, or have a third party conduct, an audit of the Customer’s use of the Services in order to verify compliance with the Scope and the Customer’s obligations under the Agreement. The Customer is further informed and expressly agrees that Vigidomaine may install technical devices on the Software to monitor the use of the Software, including “counting” the number of accesses and/or connections by Users, in order to identify and prevent any unauthorized use or use that does not comply with the Scope of the Software. Vigidomaine undertakes to notify the Customer of any audit prior to its implementation, by any written or electronic means. Vigidomaine undertakes to ensure that any third-party auditor appointed to conduct the audit is bound by an appropriate confidentiality agreement. The Customer undertakes, in particular, to cooperate in good faith with Vigidomaine and/or the third-party auditor by providing all information necessary for conducting the audit, including, in particular, access to technical monitoring devices, and by responding to all requests related to this audit. In the event that the audit findings reveal non-compliant use, particularly use that does not comply with the Scope, an additional charge may be billed to the Customer, retroactively if necessary, at the rate in effect on the billing date, to which may be added a penalty equal to ten percent (10%) of the pre-tax amount of the additional charge paid by the Customer, and the costs of the audit shall be borne by the Customer.

19. REGULATIONS

The Parties agree to comply with all applicable laws and regulations, and in particular with the rules and commitments relating to:

compliance with labor laws;
the protection of personal data;
the prevention and combating of corruption and influence peddling.

With regard to labor law and social legislation, Vigidomaine’s publishing company undertakes to comply with all applicable legal and regulatory provisions. The Customer agrees not to commit, authorize, or permit, directly or indirectly, in the negotiation, conclusion, or performance of this Agreement, any act that would result in a violation of any law or regulation, including, in particular, any regulations regarding the fight against corruption, influence peddling, and fraud. Under this Agreement, the Customer agrees to strictly comply with applicable export laws and regulations (export control). In any event, Vigidomaine shall not be held liable in the event that export controls and restrictions imposed by law and/or regulations prohibit or restrict the supply of the Products and/or Services to the Customer. In the event of a breach by the Customer of the provisions of this clause, Vigidomaine reserves the right to terminate this Agreement automatically and immediately.

20. SUSPENSION – TERMINATION

20.1. Suspension of the Contract

Without prejudice to its rights and remedies, Vigidomaine reserves the right to suspend the provision of the SaaS Service and/or Additional Services immediately, particularly in the event of the Customer’s failure to meet its payment obligations, in the event of any breach by the Customer that could compromise the protection and/or security of the SaaS Service and the Software Product, the facilities, technologies, equipment, or property of Vigidomaine’s publisher in any way whatsoever, or in the event of non-compliance with the provisions and rules referred to in the “Regulations” section. Throughout the entire period of suspension of all or part of the SaaS Service, the price of the SaaS Service remains payable by the Customer. Similarly, throughout the entire period of suspension of all or part of the Additional Services, the price of the Additional Services remains payable by the Customer.

20.2. Termination of the Agreement

Notwithstanding the provisions of the “Term” section, either Party may terminate the Agreement as of right in the event of a material breach by the other Party of any of its contractual obligations that is not remedied within thirty (30) days of the sending of an email notifying the other Party of such breach and stating its intention to invoke this clause. Notwithstanding the conditions set forth above, Vigidomaine may terminate the Agreement unilaterally and immediately for users of the Free Offer. By express agreement, repeated failure to comply with the service levels set forth in the Contract—beyond the limits established for the application of penalties—constitutes a material breach of the Contract by Vigidomaine within the meaning of this Article. Material breaches by the Customer of its obligations under the Contract include, in particular, failure to pay the price of the SaaS Service and/or Additional Services, breaches of the “Intellectual Property,” “Confidentiality,” and “Compliance – Regulations” sections, and more generally any unfair conduct prejudicial to the other party. Notwithstanding the “Term” section, the Customer may terminate the Agreement in the event of refusal of the new Service Agreement provided by Vigidomaine. Unless otherwise provided in the Agreement, termination of the Agreement shall result in the suspension of access to the SaaS Service and the expiration of the rights of use granted to the Customer with respect to the Software Product. The Customer expressly acknowledges and agrees that the termination of this Agreement, for any reason whatsoever, does not automatically result in the termination of any financing agreement the Customer may have entered into with a financial institution to finance all or part of the SaaS Service and/or Additional Services. Consequently, notwithstanding the early termination of the Agreement, the Customer remains obligated to fulfill its payment obligations for the “installments” due to the financier, even though the SaaS Service and/or Additional Services are no longer provided. In the event of early termination of the financing agreement, the Customer shall remain liable, in the same manner, for the full amount of the lease payments that would have been due until the agreed-upon contractual term. The Customer hereby waives, outright and unconditionally, any right to hold Vigidomaine liable or to invoke its warranty in connection with the performance of its financing agreement.

In the event of early termination of the Agreement (except in cases of material breach by either Party), Vigidomaine shall remain entitled to payment for services—including Additional Services—that have been actually performed and delivered to the Customer as of the date of termination. The Parties agree to comply with the confidentiality obligations set forth in this Agreement for a period of two (2) years following its termination, for any reason whatsoever.

Termination of the Agreement does not relieve the Parties from fulfilling obligations that, by their nature or duration, survive its termination, including provisions relating to intellectual property.

21. DATA RETRIEVAL

Upon expiration or termination of the Agreement, the Customer will no longer have access to the Service. The Customer must therefore retrieve and back up all of its accessible Customer Data via the Service prior to such expiration or termination date. Pursuant to the Agreement, the Customer may request, by registered letter with acknowledgment of receipt and subject to thirty (30) days’ notice, that Vigidomaine return to the Customer the raw Data saved in their latest version and in a standard format defined and specified by Vigidomaine. If the volume of Customer Data is too large, said service and return may be billed at the current rate. It is specified that if the Customer fails to express their intention to obtain this return within sixty (60) days following the expiration or termination date, Vigidomaine will proceed to destroy the Customer’s data, files, and documents in order to render them unusable and as a security measure. This deletion will apply to both production data and backup data, in accordance with the retention periods for backups. Any additional service requests, including requests for data retrieval services, may be reviewed by Vigidomaine and may be the subject of a technical and commercial proposal for specific Additional Services.

22. WARRANTY

The Customer acknowledges that, to the extent permitted by applicable law, the SaaS Service is provided “as is” and subject to the terms and conditions set forth in this Agreement, to the exclusion of any other representations and/or warranties, whether express or implied. Vigidomaine does not guarantee that the Service is free from defects or contingencies but undertakes exclusively to remedy, with all reasonable diligence, any reproducible Defects in the Service that are identified. The warranty of conformity of the SaaS Service is expressly limited to conformity with the Agreement and shall not be extended to a warranty of conformity with the Customer’s specific needs or specific business activity, nor to meeting objectives or service levels and security measures, or backup policies, that are specific and unique to the Customer. It is therefore the Customer’s responsibility to ensure that the SaaS Service is suitable for its needs or specific business, and to have ordered the Additional Services necessary for its use. For the performance of all its obligations, and taking into account the state of the art in its profession, Vigidomaine undertakes, unless otherwise provided, to exercise all due care in the performance of its obligations and is subject to an obligation of means.

23. LIABILITY

Vigidomaine shall be liable only for compensating the financial consequences of direct and foreseeable damages caused exclusively by a breach by Vigidomaine of its contractual obligations under this Agreement. Vigidomaine shall in no event be liable for any indirect damages, including, but not limited to, damages suffered by a third party, operating losses, loss of customers, loss of profits or savings, loss of market share, damage to reputation, business interruption, or any other commercial damage or financial loss.

In any event, the total and cumulative compensation, for all causes combined, that may be claimed from Vigidomaine shall be limited, except in cases of gross negligence or fraud, to the direct and foreseeable damage suffered by the customer, and shall not exceed an amount equal to one (1) month’s subscription fee (excluding tax) paid by the customer for the SaaS service or for additional services provided that gave rise to the claim against Vigidomaine.

The Parties acknowledge that the price of the Agreement reflects the allocation of risks arising from the Agreement, as well as the economic balance intended by the Parties, and that the Agreement would not have been entered into on these terms without the limitations of liability set forth herein. This clause shall remain applicable in the event of the nullity, termination, or cancellation of this Contract. Subject to the application of public policy provisions, the Customer may not bring any legal action based on contractual liability or any warranty under the Contract after the expiration of a period of two (2) years from the occurrence of the event giving rise to such action.

24. INSURANCE

During the term of the Agreement, each Party agrees to maintain, at its own expense, all necessary insurance to cover its liability under the Agreement, including professional liability insurance, and thereby cover all damages that may arise in connection with the performance of the Agreement.

25. FORCE MAJEURE

Neither Party shall be held liable if the failure to perform or the delay in performing any of its obligations results from a force majeure event. If the force majeure event continues for more than sixty (60) days, the Contract may be terminated at the initiative of either Party, without any right to compensation on either side. Force majeure includes, in particular, strikes of any kind, supply issues or delays affecting Vigidomaine, fire, embargoes, severe weather, floods, epidemics, pandemics, internet connection issues, war, riots, civil unrest, work stoppages, production stoppages due to unforeseen breakdowns, malicious attacks despite Vigidomaine having taken all reasonable measures to prevent them, and denial-of-service attacks.

26. SUBCONTRACTING

Vigidomaine reserves the right to engage any subcontractor of its choice, while remaining responsible for the performance of the Contract.

27. ASSIGNMENT

The Agreement, as well as the rights and obligations set forth therein, may not be assigned or transferred by the Customer, whether for consideration or free of charge, without the prior written consent of Vigidomaine. Vigidomaine may freely assign or transfer this Agreement, as well as all rights and obligations, without any formalities.

28. REFERENCES

The Customer authorizes Vigidomaine to use the Customer’s references, name, trademarks, and logos for commercial reference purposes or for any public dissemination (including in the press and on the internet), across all media, and solely for this purpose. The Customer agrees to mention the name and trademark of Vigidomaine whenever using the Software Product and/or the SaaS Service or in any documentation referencing them.

29. NON-SOLICITATION OF PERSONNEL

The Customer shall not solicit, poach, offer employment to, hire, or cause to work, directly or indirectly, any employee or agent of Vigidomaine without the latter’s prior written consent. This prohibition applies throughout the term of the Agreement and for twelve (12) months following the termination of this Agreement for any reason whatsoever. Any violation of these prohibitions shall automatically entitle Vigidomaine to compensation from the Customer equal to twelve (12) times the last gross monthly salary of the employee hired under such circumstances.

30. EVIDENCE AGREEMENT

In addition to the legal provisions recognizing the probative value of digital documents, the Parties acknowledge the validity and probative value of emails, text messages, and notifications sent by the Parties, as well as digitized documents exchanged between them under the Contract, including all computer and electronic data created and/or stored by Vigidomaine via its support tools.

31. GENERAL PROVISIONS

The fact that a Party does not invoke any provision of the Agreement at a given time shall not be construed as a waiver of the right to invoke any of said provisions at a later date. In the event of doubt regarding the interpretation of a clause or in the absence of any provision allowing for the determination of the scope of Vigidomaine’s obligations, the Customer acknowledges that Vigidomaine’s obligations are understood to be obligations of means. The potential invalidation of any clause or paragraph contained in this Agreement or in other contractual documents, particularly by a court decision, shall not affect the other provisions, which shall continue to be fully effective. The Parties acknowledge that the Agreement and all of its annexes and/or amendments, as well as all other terms and conditions incorporated by reference herein, constitute the entire agreement between them regarding the subject matter of the Agreement and supersede all prior commitments, whether oral and/or written, made between the Parties regarding the subject matter hereof. The Parties acknowledge that they are acting as independent contracting parties. This Agreement shall not have the effect of creating a partnership or association of any kind between them.

32. JURISDICTION

This contract is governed by French law. In the absence of an amicable settlement, the Commercial Court of Lyon shall have exclusive jurisdiction to hear any disputes that may arise for any reason whatsoever from these general terms and conditions and the contracts to which they apply. This jurisdiction clause, by express agreement between the parties, shall apply even in the event of multiple defendants, third-party claims, and in proceedings for provisional measures, summary proceedings, or by petition.

33. DEFINITIONS

Defect: means any reproducible malfunction of the Software Product or SaaS Service.

Blocking Defect: means a Defect that makes it impossible to use all the features of the SaaS Service or Software Product.

Major Defect: refers to a Defect that prevents the execution of the main features of the SaaS Service or Software Product, causing serious and abnormal disruption to the Customer’s use of the SaaS Service or Software Product.

Minor Defect: refers to a Defect other than a Blocking or Major Defect.

Order: refers to the order placed by the Customer in reference to the Vigidomaine Offer.

Special Terms: refers to the Commercial Proposal detailing the terms and conditions for the provision of the SaaS Service and/or Additional Services by Vigidomaine, which, once accepted, constitutes an Order. This document may be separate from or incorporated into the Offer.

Contract: refers collectively to either the General Terms and Conditions and the Commercial Proposal, or the online Order, all of which are accepted in accordance with the specified provisions.

Product Documentation: refers to the information made available to the Customer by Vigidomaine describing the terms of use of the SaaS Service and/or the Software Product, the prerequisites, as well as the specific provisions applicable to the SaaS Service and/or the Software Product regarding content, duration, performance conditions, and other applicable terms. The Product Documentation is subject to change. The Product Documentation may be included in the Offer.

Data: refers to information and data of any kind that the Customer and/or the User enters, provides, transmits, collects, stores, and/or processes in connection with the performance of the Contract and the use of the Software Product.

Customer Environment: refers to the physical, logical, and IT environment from which the Customer and/or Users access the Software Product and/or the SaaS Service.

Usage Metrics: refers to the quantitative limits and units of measurement, as well as any other authorization or restriction on use, such as any quantity, volume, or unit of work specifying the Customer’s conditions of access and right to use the SaaS Service as defined in the Agreement.

Update: means a change to the Software Products and/or the SaaS Service that includes any bug fixes and/or improvements. Updates include, in particular, major versions, minor versions, and patch updates.

Scope: refers to the scope of the right to access and use the SaaS Service granted to the Customer, as defined in the Contract, delimited by reference to a territory, a duration, and/or a number of Users, a number of connections, User Workstations, access points, logical or physical environments, and/or, more generally, any usage metrics.

Prerequisites: refers to the latest version and list of specifications for the hardware and IT devices, as well as the Customer Environment, recommended by Vigidomaine that must be implemented and adhered to in order to enable access to and use of the SaaS Service. It is the Customer’s responsibility to ensure that its User Workstations and Customer Environment are updated in accordance with changes to the technical Prerequisites.

Additional Services: refers to any additional service provided by Vigidomaine and not included in the SaaS Service, including, in particular, User training, configuration of the Software Product, implementation of Specific Developments of the Software Product, Data migration, management of access to the Software Product, and more generally any intervention on the Data and databases.

SaaS Service: refers to the services provided by Vigidomaine under the Software as a Service (SaaS) subscription purchased by the Customer, as detailed in Section 4 of the General Terms and Conditions.

Software Product: refers to the software product(s) developed and marketed by Vigidomaine or its partners that are made available to the Customer as part of the SaaS Service under the terms set forth in the Agreement. A SaaS Service may enable and include access to one or more Software Products.

User: means any person or system authorized by the Customer who may have dedicated and personal access to the SaaS Service, under the terms set forth in this Agreement.

Major Version: refers to a new version of the Software Product that includes, in particular, improvements, new features compared to the previous version, and/or major technical changes to the Software Product.

Vigidomaine: refers to the solution published by ONYL ROCKS, as mentioned in the Offer, the quote, or the online Order confirmation sent to the Customer, which provides the Hardware, Products, and/or performs the Services under the Contract.