The purpose of these general terms and conditions (hereinafter: the "General Terms and Conditions") is to define the conditions under which the company Netwo, SAS with a capital of 25,144 euros, registered in the Paris Trade and Companies Register under number 844 125 229, whose registered office is located at 35, Rue des Jeûneurs 75002 Paris (hereinafter: "Netwo") provides companies (hereinafter: the "Customers") with a SaaS (Software as a Service) solution for simplifying and automating the production and marketing of telecommunications services (hereinafter: the "Services") through the app.netwo.io platform (hereinafter: the "Solution") and the account in the Customer's name required to use the Services (hereinafter: the "Customer Account"), as well as to define the rights and obligations of the parties in this context.
The General Conditions express the entire agreement of the parties. They cancel and replace any previous agreement, letter, offer or other written or oral document having the same object.
2. Ordering Services
Netwo and the Customer shall determine by mutual agreement the scope of the Services to be provided and their price, according to the needs expressed by the Customer. To this end, it will be the Customer's responsibility to provide Netwo with all information useful for the implementation of the Services.
The agreement reached is summarized and sent by e-mail by Netwo to the Customer. The Customer will mark his final agreement in the manner required by Netwo in the e-mail.
3. Acceptance of the General Conditions
To access, browse or use Netwo's Services, the Customer must agree to be unconditionally bound by these Terms and Conditions. The Customer may accept the Terms and Conditions when this option is made available, in any agreement, electronic form or user interface, for any Service offered by Netwo, or simply by actually using the Services. By subscribing to or using the Site, the Platform or the Services, the Customer shall be deemed to have read and accepted without reservation the current version of these Terms and Conditions and the Customer represents and warrants that his legal representative is at least 18 years old and that such representative has the legal right and capacity to enter into these Terms and Conditions. To the extent that Netwo users access the services on behalf of a legal entity, the Customer represents and warrants that its representative is authorized to act on behalf of the legal entity and to bind the legal entity to these Terms and Conditions. The Customer who does not agree to be bound by these Terms and Conditions must not access the Site or open a Customer Account or use the Services.
4. Access to Services
4.1 Opening of the Client Account
The use of the Services requires the prior opening of a Client Account on the Site. The opening of the Client Account can be done in two ways:
- In principle, Netwo provides the Customer with a link to the Site, through which the Customer opens the Customer Account by filling in the form provided for this purpose. The Customer must provide all the information marked as mandatory. Any incomplete registration will not be validated;
- After discussion and agreement with Netwo, Netwo may also open the Customer's Account and then provide the Customer with the link to the Customer's Account, as well as the Customer's login details and password.
4.2. Users' access to the Services
When the Customer Account is opened, it is up to the Customer to select the users who will have access to the Services (hereinafter: the "Users") and to assign them personal login details.
The Client is solely responsible for the registration of Users on its Client Account, for their assignment to one of the categories referred to above, and for the accuracy and truthfulness of the information to be provided by the Users.
When their registration is validated, Users access their personal space which allows them to manage their use of the Services, according to their status.
Access to the Services is provided without prior installation on the Users' computers.
4.3. Personal use of the Services
The Services are reserved exclusively for Users selected in advance by the Customer and registered by him.
The Client undertakes to ensure that Users do not allow any third party to use the Services in their place or on their behalf, unless they bear full responsibility for doing so. The Customer is solely responsible for maintaining the confidentiality of the Users' connection identifiers.
The Client will take all measures it deems necessary in the event of the use of Users' accounts without their knowledge by a third party.
The Customer shall also immediately contact Netwo if he/she finds that the Customer Account has been used without his/her knowledge. The Customer acknowledges Netwo's right to take all appropriate measures in such case.
5. Description of the Services
The "Services" provided by Netwo are the functionalities and services made available to the Customer such as the telecom infrastructure marketplace, the management of telecom service orders, the monitoring of deployments, the provision of reports, the issuing of invoices, etc.
Netwo grants the Customer a license to use the Services, as defined below, in SaaS (Software as a Service) mode. The Customer is strictly forbidden to grant sub-licenses to third parties.
5.1. Provision of a telecommunication service management solution
Netwo provides the Customer with a SaaS (Software as a Service) solution (hereinafter: the "Solution"), designed to facilitate the production, monitoring and marketing of telecommunication services.
The Customer can communicate with Netwo through an internal messaging system provided on the Solution.
5.3. Corrective maintenance
Netwo undertakes to ensure, during the term of the Contract, the corrective maintenance of the Solution, understood as the diagnosis and correction of any reproducible bug or malfunction that reduces or prevents the use of the Services.
The Customer undertakes to declare to Netwo any anomaly, not attributable to a misuse of the Solution, through the messaging system referred to in Article 5.2.
The Customer undertakes to describe as precisely as possible the difficulty(s) encountered and the circumstances in which it (they) arose.
Netwo will diagnose the anomaly, based solely on the information provided by the Customer in the incident report. In particular, it will check whether the anomaly reported is caused by the Solution.
If Netwo finds that the anomaly does not originate from the Solution or the Services, it will inform the Customer without delay. If not, the diagnosis will indicate to the Customer the action plan, the means and the deadlines necessary to correct the anomaly.
5.4. Progressive maintenance
Netwo provides the Customer with evolutionary maintenance services for the Solution, understood as the provision of any new update, designating the compilation of bug fixes and improvements to the Solution in relation to its ergonomics, speed of execution or efficiency.
Netwo will determine the number of updates it issues during the term of the Agreement. Netwo may decide not to provide any updates during the term of the Agreement. Updates may be performed automatically and without prior notice, which the Customer expressly acknowledges and accepts.
The Client acknowledges and expressly accepts that the activation of any new version of the Solution, understood as the development of new functionalities, is not included in the Evolutionary Maintenance Service and will have to be the subject of a new order.
5.5. Technical support
Apart from the corrective and evolutionary maintenance Services, and for any question related to the use of the Services, Netwo offers the Customer technical support consisting of assistance and advice.
Technical support is accessible via the message service referred to in Article 5.2.
Depending on the need identified, Netwo will estimate the time required to respond and the nature of the response and will inform the Customer accordingly.
Netwo undertakes to ensure, under the terms of an obligation of means, the hosting of the Solution and the Services, as well as the data produced by the Users, through a professional hosting service provider carrying out its activity in accordance with the practices of the profession and the state of the art.
In this context, Netwo undertakes to provide the Customer with sufficient storage and processing capacity to use the Services, in accordance with industry practice and the state of the art.
Netwo undertakes to ensure the permanence, continuity and quality of access to the Services and the operation of the Solution. In this respect, Netwo will make its best efforts to maintain access to the Services 24 hours a day, 7 days a week, except in cases of force majeure.
Given the complexity of the Internet, the unequal capacities of the various sub-networks, the influx of Users at certain times, and the various bottlenecks over which Netwo has no control, Netwo's responsibility will be limited to the operation of the servers on which the Solution is hosted, the outer limits of which are constituted by the connection points.
Netwo shall not be held responsible for access speeds to said servers, external slowdowns to said servers, and poor transmissions due to network failure or malfunction.
If necessary, Netwo reserves the right to limit or suspend access to the Services in order to carry out any maintenance operation on the Solution. In this case, Netwo undertakes to inform the Customer at least twenty-four (24) hours in advance, by all useful means and in particular by a general information message on the homepage of the Solution, of these maintenance operations.
In case of hardware and/or software failure of its equipment, Netwo undertakes to implement all necessary means to restore access to the Services as soon as possible and at its own expense.
5.7. Ordering other Services
Netwo reserves the right to offer any other Service it deems useful, in a form and according to the functionalities and technical means it deems most appropriate to provide said Services.
Netwo and the Customer shall determine by mutual agreement the other Services to be provided and their price, according to the needs expressed by the Customer. To this end, the Customer shall provide Netwo with all information useful for the implementation of the Services.
The agreement reached is summarized and sent by e-mail by Netwo to the Customer. The Customer will mark his final agreement in the manner required by Netwo in the e-mail.
6. Financial conditions
6.1 Price and payment for the Services
In consideration of the provision of the Services, the Customer agrees to pay Netwo the agreed price. The price of the Services is due by the Customer at the beginning of each subscription period.
The price list for the Services may be revised at any time by Netwo, after prior written notification to the Customer by any means. The Customer then has a period of one (1) month to terminate the Agreement. If the Customer does not terminate the Contract within this period, the new price list will be applicable as of the first due date (annual or monthly) following this 30-day period.
For new Customers, the modified prices of the Services will automatically apply to any order placed after the date indicated on the new price list.
The Services are subject to invoices per subscription period, sent by Netwo to the Customer by any useful means.
For the purpose of payment of the Services, Netwo will send the Customer a SEPA Direct Debit mandate to be filled in and returned to Netwo, if applicable, together with the Order Form or when opening the Customer Account.
Netwo reserves the right to check the Customer's creditworthiness by means of internal verification procedures or by other sources, and, where applicable, to make the provision of the Services conditional on the presentation of Guarantees.
6.2 Late payments and payment incidents
The Client is informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically and without prior notice lead to :
- The forfeiture of all sums due by the Client and their immediate payment;
- The invoicing to Netwo of late interest at the rate of the European Central Bank (ECB) at its most recent refinancing operation plus ten (10) points, based on the amount of the entirety of the sums owed by the Customer, as well as a fixed indemnity of 40 (forty) € for collection costs;
- As from the seventh (7th) day following the due date of the first unpaid term, the suspension of the Services in progress until full payment of the sums owed by the Client.
7. Obligations, responsibilities and guarantees of the Client
Without prejudice to the other obligations set out herein, the Client and Users undertake to comply with the following obligations.
The Client is solely responsible for the use of the Services, more particularly for the use of the Services by the Users themselves and their compliance with these General Terms and Conditions, for which it is responsible, for its relations with its suppliers and customers and the Users, in particular any disputes or litigation arising from or in connection with the use of the Services and for the relations between the Users in the context of their use of the Services.
Netwo shall not be held liable in any way in this respect.
The Customer is solely responsible for compliance with the laws and regulations applicable to its activity.
He is also solely responsible for the proper completion of all administrative, tax and/or social formalities and for all payments of contributions, taxes or duties of any kind, which are incumbent on him in relation to his use of the Services.
In particular, he is solely responsible for complying with the provisions of the collective agreements applicable to his sector of activity and his obligations to declare and pay contributions to URSSAF or any other body responsible for collecting social security contributions.
Netwo shall not be held liable in any way in this respect.
In accordance with article 7.12 of these General Terms and Conditions, the Customer is solely responsible for the processing of personal data that may be collected in the context of the use of the Services by the Customer. In this respect, he undertakes to make any declarations and/or requests for authorisation and other steps that may be necessary to the Commission Nationale de l'Informatique et des Libertés (CNIL) or any other competent supervisory authority.
Netwo only acts as a subcontractor in this respect and implements the necessary means to maintain the security and confidentiality of the said data.
The Customer shall not, on its own behalf and on behalf of the Users, use the Services outside its commercial activity, nor assign, grant or transfer all or part of its rights or obligations hereunder to a third party, including if this third party has a direct or indirect link with the Customer or one of the Users, in any way whatsoever.
The Customer agrees to provide Netwo with all documents, elements, data and information necessary for the proper performance of the Services. More generally, the Customer undertakes to cooperate actively with Netwo for the proper performance of the present contract and to inform Netwo of any difficulties related to this performance.
The Customer acknowledges that the Services offer him an additional, non-alternative solution for managing the production and marketing of telecommunication services and that this solution is not a substitute for other means he may have at his disposal to achieve the same objective.
The Customer is informed and accepts that the implementation of the Services requires that the Users are connected to the Internet and that the quality of the Services depends directly on this connection, for which the Customer is solely responsible.
The Customer indemnifies Netwo against any and all claims, demands, actions and/or demands that Netwo may suffer as a result of a breach by the Customer or the Users of any of its obligations or warranties hereunder.
He/she undertakes to compensate Netwo for any damage he/she may suffer and to pay all costs, charges and/or judgements that Netwo may have to bear as a result.
The Customer undertakes never to harm the honour, image or reputation of Netwo, its Partners or other Customers.
The Customer undertakes not to make, directly or through an intermediary, offers of employment to Netwo employees, during the entire duration of the Contract and the twelve (12) months following the end of the Contract. In the event of non-compliance, the Customer agrees to compensate Netwo by paying a lump sum equal to the gross salary that the employee will have received during the twelve (12) months preceding his departure from Netwo.
The Client certifies that it holds an insurance policy guaranteeing its professional civil liability. It undertakes to keep this insurance policy in force for the duration of the Contract.
The Customer undertakes to comply with the regulations applicable to electronic communications and the processing of personal data, and in particular :
- Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter "GDPR") ;
- The law n°78-17 of 6 January 1978 relating to data processing, files and freedoms, modified by the laws of 6 August 2004 and 16 October 2016 and 20 June 2018, ("Loi Informatique et Libertés") and together ("Personal Data Regulation") ;
- The French Post and Electronic Communications Code and ARCEP decisions, in particular the contribution to the identification of users of electronic communications services.
8. Netwo's liability and warranty
Netwo undertakes to provide the Services diligently and in accordance with the rules of the trade, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.
The Customer expressly acknowledges and accepts that Netwo does not intervene in the design of the Customer's commercial offers, nor in the way it communicates them to its customers.
In this respect, the use of the Services is the sole responsibility of the Customer, who undertakes to hold Netwo harmless in any disputes or litigation that may arise in these areas and to take personal responsibility for their resolution.
Netwo has no knowledge of the information and messages sent by the Users to suppliers and customers through the Solution, on which it does not perform any moderation, selection, verification or control of any kind and with respect to which it acts only as a hosting provider. The Customer undertakes to inform Netwo without delay of any complaints that may be received directly in this regard. Netwo will be the sole judge of the actions to be taken in this case, in its capacity as host.
Netwo undertakes to make its best efforts to ensure the security of the Solution. It guarantees the exclusive access of the Users to the corresponding Customer Accounts and refrains from communicating the content to any third party.
However, Netwo cannot be held responsible for malicious access to the storage space reserved for the Customer, unless it can be shown that the security measures it has put in place were seriously deficient.
Furthermore, Netwo shall not be held responsible for any lack of vigilance on the part of Users in maintaining the confidentiality of their login and password.
Netwo undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it in the context of the present contract only for the purposes of executing the present contract. It undertakes not to disseminate or share these elements with any third party whatsoever, unless expressly requested or agreed by the Customer.
Netwo shall not use these data for commercial prospecting or solicitation purposes. Unless the Customer's structure is subject to a failure that may compromise the continuity of service due to its customers produced through the Netwo Platform, in which case the Customer authorizes us to facilitate the transfer of the accesses and services concerned to any company willing to take over the accesses and services in question.
Netwo certifies that it holds an insurance policy guaranteeing its professional civil liability. It undertakes to keep this insurance policy in force for the duration of the Contract.
Netwo does not guarantee the Customer that the Services, which are subject to constant research to improve performance and progress, will be completely free of errors, defects or faults. In any case, Netwo reserves the right to temporarily interrupt access to the Services for maintenance purposes.
Similarly, Netwo cannot be held responsible for temporary difficulties or impossibilities of access to the Services due to circumstances beyond its control, force majeure, or due to disruptions in the telecommunication networks.
In any case, the liability that Netwo may incur under the present contract is expressly limited to the direct damage suffered by the Customer as a result of his use of the Services, to the exclusion of any indirect, commercial, financial or moral damage.
Furthermore, in the event that Netwo is held liable for such direct damages, the damages owed by Netwo to the Customer shall not exceed the amounts invoiced by Netwo for the provision of the Services for which it is liable during the six (6) months preceding the occurrence of the alleged damage. Netwo's liability can only be engaged if the Customer has made a claim, by registered letter with acknowledgement of receipt, within one month of the said occurrence.
9. Intellectual property of Netwo
This Agreement does not grant the Customer any intellectual property rights over the Solution, as well as over the systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, databases, commercial media, etc.) that make up the Solution and are used by Netwo. The Customer only has a licence to use these elements, under the conditions defined herein.
Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorisation of Netwo is strictly prohibited and may be subject to legal proceedings.
10. Protection of personal data processed by Netwo
In the course of its work, Netwo has access to personal data within the meaning of Law 78-17 of 6 January 1978 as amended (hereinafter, the "Data Protection Act") and/or processes them, as a subcontractor, on behalf of the Customer, acting as the data controller (hereinafter, the "Personal Data").
Under these conditions, Netwo undertakes to comply with all the regulations in force and in particular the provisions of the French Data Protection Act, as well as those of the European Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter the "Regulation"), which comes into force on 25 May 2018.
10.1 Personal Data and categories of data subjects
Personal Data shall only be accessed and processed to the extent strictly necessary for the performance by Netwo of its duties as specified herein.
10.2 Personal data of Netwo employees processed by the Customer
In the context of the execution of the contractual relationship, the Customer is required to process personal data of Netwo's employees. These personal data are: surnames, first names, business mobile phone number, business postal address and business email. The Customer undertakes to process the personal data of Netwo's employees in accordance with the French Data Protection Act n°78-17 as amended and the European regulations applicable to the protection of personal data.
10.3 Technical and organisational measures put in place
Netwo will take all technical and organisational measures to ensure the security and confidentiality of Personal Data in order to prevent their accidental, unauthorised or unlawful destruction, deterioration, modification, loss, disclosure or access and any form of unlawful processing.
The security measures taken by Netwo will comply with the regulations in force and will be proportionate to the risks represented by the processing and the nature of the Personal Data to be processed, taking into consideration the state of the art in security measures to protect such data and the costs of implementing such measures.
Netwo ensures that any natural person, acting under its authority, who has access to Personal Data, processes them only to the extent strictly necessary for the performance of its duties. In this respect, Netwo ensures that its employees, agents, or any other person authorized to access and process Personal Data on its behalf are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality.
Netwo undertakes to keep the Personal Data confidential and agrees not to disclose them to third parties without the prior written consent of the Customer.
10.5 Use of a subcontractor
The Customer authorises Netwo, acting as a subcontractor, to engage subcontractors to fulfil its contractual obligations under these General Terms and Conditions, provided that each subcontractor is bound by the same data protection obligations as those contained in these General Terms and Conditions, in particular as regards presenting sufficient guarantees as to the implementation of appropriate technical and organisational measures.
10.6 Instructions and information requests
Netwo will deal appropriately and promptly with all instructions and enquiries from the Customer regarding the processing carried out.
If, in its reasonable judgment, Netwo or a processor considers that the processing of Personal Data may violate any law, rule or regulation or if Netwo or a processor is compelled to comply with a legal request for Personal Data, Netwo shall promptly notify the Customer of such potential violation or request. As the case may be, Netwo may suspend or modify the processing in light of the applicable law, rule or regulation and/or comply with such legal request, in each case without fault or liability in this regard, notwithstanding the Customer's instructions or these Terms and Conditions.
Netwo undertakes to correct, delete, lock and update any Personal Data as soon as it receives instructions from the Customer.
In addition, Netwo will cooperate fully with the Customer in the event of a request for information or control of the processing carried out by any body such as the CNIL.
Each of the parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature that have been designated as confidential by the other party, of which it may have become aware during the conclusion and performance of the Contract, and not to disclose them without the prior written agreement of the other party.
This obligation does not extend to documents and information:
- Of which the receiving Party was already aware;
- Already public at the time of their communication or which would become public without violation of this agreement;
- Which would have been lawfully received from a third party;
- The communication of which would be required by the judicial authorities, in application of the laws and regulations or in order to establish the rights of a Party under this contract.
This obligation of confidentiality extends to all employees of the Parties as well as to their affiliates, subcontractors and co-contractors, in particular to Users.
It will continue to have effect for three (3) years from the end of the Contract.
12. External service provider
The Customer is hereby informed and expressly accepts that Netwo may use any service provider, supplier or subcontractor of its choice to obtain the means necessary to perform the Services and/or entrust any service provider, supplier or subcontractor of its choice with the performance of all or part of the Services. Netwo may communicate to the partner, supplier or subcontractor concerned all documents, elements, data and information necessary for this purpose. Netwo will in any case remain solely responsible for the proper execution of the Services and its obligations towards the Customer.
13. Commercial references
The Customer expressly authorises Netwo to quote it and to use, where appropriate, the reproduction of its trademarks or logos as commercial references, in particular at events, in its commercial documents and on its website, in any form whatsoever, for the duration of the Contract and beyond, for a period of two (2) years.
The Services are subscribed to by the Customer in the form of an annual or monthly subscription. The choice of the subscription period and its starting date are specified when the Services are subscribed.
In the absence of any specification in the Purchase Order (where the subscription to the Services has been so specified), the subscription shall be deemed to be taken out for a period of one year from the date of acceptance of the Purchase Order.
This subscription is then tacitly renewed for the same duration of one year or one month (equal to the duration initially subscribed), from date to date, unless terminated by the Customer or Netwo, by any useful written means, no later than one (1) month before the end of the current term for an annual subscription, or no later than five (5) days before the end of the current term for a monthly subscription, or under the conditions provided for in Article 6.1.
Any subscription period started is due in full, regardless of its duration.
In the event of a breach by one of the parties of its obligations under the Contract, the other party may terminate the Contract fifteen (15) days after receipt by the defaulting party of a formal notice, which has remained without effect, by registered letter with acknowledgement of receipt, mentioning the intention to apply this clause, without prejudice to any damages which may be claimed from the defaulting party.
16. End of contract
At the end of the Contract, for whatever reason, the Client and the Users must cease all use of the Solution and the Services without delay.
It is the Client's responsibility to ensure that the Users concerned save the data resulting from their use of the Services. The Customer is informed that the termination of the Contract, for whatever reason, will result in the deletion of the Customer Account, thirty (30) days from the date of effective termination of the Contract.
17. Settlement of disputes
Netwo and the Customer may encounter disputes which they will endeavour to resolve amicably, on the basis of written exchanges which may take place by electronic means.
Netwo and the Customer agree to consider the data collected, processed and/or stored by each of them within the framework of the Agreement by means of their own recording and calculation tools as sufficient proof of the content, reality and time of the fulfilment of their respective obligations.
If Netwo and the Customer fail to resolve the dispute in this way within sixty (60) days, the dispute will be submitted to the exclusive appreciation of the courts of Paris, unless otherwise provided by mandatory provisions.
18. Election of domicile
For the performance of the present Terms and Conditions, the Customer elects domicile at its address, as it appears in the Order Form or, failing that, as it is indicated at the time of opening the Customer Account. Netwo elects domicile at the address appearing at the top of these General Conditions. The Parties undertake to inform each other of any change of address by any useful written means and in particular by email. Otherwise, any mail sent to the above address will be considered as having been validly received.
19. Applicable law and jurisdiction
These General Conditions and the Contract are governed by French law.
In the event of a dispute concerning the validity, interpretation, performance and/or these General Conditions and/or the Contract, the parties agree that the courts of Paris shall have exclusive jurisdiction to judge the matter.