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General Terms and Conditions of Sale and Use 

Effective as of 25 May 2018

I. About Sellsy

 

The Services are provided by SELLSY, a société par actions simplifiée (simplified joint stock company) with capital of €35,281, registered with the La Rochelle Trade and Companies Register under the number B 509 961 074, which is headquartered at 50 avenue du Lazaret, 17000 La Rochelle, France (“SELLSY”).

EASYBILL Incorporation, which is headquartered at the World Financial District, 60 Broad Street - Suite 3502, New York, NY 10004, USA, is the sole operator of the Services in the United States.

 

II. Scope of the General Terms and Conditions of Sale and Use

 

These general terms and conditions of sale and use (“GTCSU”) are applicable to all use of and access to the Services. They shall be accepted electronically by the Client at the time of Subscription and upon each amendment of the GTCSU. In any event, the GTCSU are always available to Users on the Website.

The GTCSU shall prevail over all contractual documents issued by the Client.

The Client, the Administrators and the Employees acknowledge that they have read and understood the GTCSU and agree to be bound by such terms.

SELLSY reserves the right to amend the GTCSU at any time by notifying the Clients and the Users of any new version. The latter, in turn, undertake to take note of such changes.
 

 

III. Definitions

 

The terms beginning with a capital letter in the GTCSU shall have the following meanings:

  • Account means a valid account giving access to the Modules and, more generally, to the Services subscribed to by the Client;
  • Administrator(s) means the Client or the natural persons employed by the Client and authorized to use the Modules for professional purposes: they have access to an Account allowing them to configure the Modules and to configure or carry out actions on the Employees’ Accounts;
  • API (Application Programming Interface) means the programming interface allowing Clients to interconnect the SELLSY Solution to third-party tools (web or desktop application) under their sole responsibility;
  • Client means the legal or natural person subscribing to the Services for professional purposes, which are part of his or her commercial, industrial, craft, self-employment or agricultural activity, including when he or she acts on behalf of another professional;
  • Content means any content that Users may download and file from the Modules, including but not limited to commercial documents, invoices and Personal Data;
  • Employee(s) means the natural persons employed by the Client and authorized to use the Modules for professional purposes: they have access to an Account configured by the Administrator, but do not have administration rights on the Modules;
  • Option means the type of offer chosen by the Client (Start, Start +, Business, Business +, Enterprise, etc.) defining in particular the number of Users; 
  • License means the non-exclusive license to use the Modules granted by SELLSY to the Client and the Users;
  • Modules are the sales management applications developed by SELLSY that can be accessed by “software as a service” (SaaS), a mobile application or via an application programming interface (API) and to which the Client may subscribe;
  • Party/Parties mean SELLSY and/or the Client;
  • Personal Data means any personal data relating to a physical person who is or could be identified;
  • Price means the prices of the Services selected by the Client;
  • Privacy Policy means the document drawn up by SELLSY presenting how it processes the Client’s and the Users’ Personal Data and defining their corresponding rights https://welcome.sellsy.com/s/11174/privacypolicy;
  • Quote means the written document offered by SELLSY to the Client, containing its offer of Services and Price. In the event of any contradiction between the GTCSU and the Quote, the Quote shall prevail;
  • Services/Solution means the supply of the Modules and the additional services that may be provided by SELLSY, at the Client's request, including configuration, assistance or training, etc.;
  • Subscription means the contractual commitment binding the Client to SELLSY to benefit from the Services.
  • Term means the firm number of months (twelve (12), twenty-four (24), thirty-six (36) or forty-eight (48) months) selected by the Client during which he or she is authorized to access and use the Services;
  • Users means the Administrators and, where applicable, the Employees and third-party clients of the Client to whom it shall give specific and strictly limited access, as well as any third party who has obtained access to the services on a Trial basis.
  • Website means the SELLSY website accessible at www.sellsy.com and presenting the Services;
     

 

IV. Description of the Services provided by Sellsy

 

4.1. Description of the Services

SELLSY offers online Modules (including for smartphones and tablets) allowing it to manage prospecting, sales, billing, client tracking, marketing and bank reconciliation and to store Content.

 

At the Client’s request and for a fee, SELLSY may, through its dedicated Consulting, Deployment, Training and Integration Department, assist the Client with identifying its needs with regard to the Modules and train the Administrators and the Employees to optimize the use of the Modules.

 

The Users can contact the support team by email to obtain information about access to the Modules.
 

4.2. Users

User Accounts have two levels of access: Administrator and Employee.

By default, the Account configured by SELLSY is an Administrator Account.

When the Client subscribes to Employee Accounts for one or more of the Employees, they have access to the Services under the conditions defined by the Administrators. Administrators may, under their sole responsibility, offer dedicated free access to third parties who are exclusively contracting partners of the Client, who may consult the Content defined by the Administrators and, if necessary, download it.

Administrators have access to all the Employees’ Content. Users may share Content, including with third-party clients of the Client.
 

 

V. Access to Services on Registration

 

5.1. Registering and creating the Administrator Account

In order to access and use the Services, the Client and the Users must be legally able to enter into a contract and must comply with all applicable laws (French and/or foreign). The Services must be used for professional purposes only.
 

At the Client’s request, SELLSY shall create the Administrator Account, using the following information that the Client has provided to it:
 

  • The name of the company;
  • First and last name of the Administrator,
  • An e-mail address;
  • A phone number;
  • The country.
     

The email address must remain valid for as long as the Account remains active.

In the event of a change of the Account Administrator, the Client or the Administrator concerned must notify SELLSY in writing, by e-mail or by sending a request to the support team, informing them of the new information relevant to the modification of the Account and the update of the Account for the new Administrator.
 

5.2. User Accounts

The Administrators and the Employees declare that they are authorized to use the Services and have accepted the GTCSU on behalf of the Client.

 

The Administrator sets the configuration for the Employee Accounts. The Administrator also assumes sole responsibility for determining, as the case may be, the access limited to the Client’s third-party clients, who can access the following content: quotes, billing history and all documents sent to it by the Users. In this configuration, the Client’s third-party Clients can: pay and sign electronically, access the support team, view Content, or modify information about them.
 

From their Account, Users access a dashboard allowing them to use the Modules and have storage space for their Content.
 

Third parties who have been granted access to the  Services on a Trial basis declare that they are authorised to use the services and that they have accepted the GTCU in all their provisions.

 

5.3. Password

The password associated with the Account is strictly personal and confidential and should not be shared with third parties. Users are responsible for the loss or the theft of their password.

 

SELLSY recommends that Users change their passwords regularly and that they choose complex passwords that include specific letters, numbers and characters.
 

5.4. The Mobile Application Published by SELLSY

SELLSY provides a mobile application with a tactile interface, accessible from most smartphones and tablets, giving access to the Services. The Client acknowledges that the mobile application may not offer all the features of the Services.

 

 

VI. Sellsy's Obligations

 

6.1. SELLSY’S Obligations

SELLSY grants the Client and the Users on behalf of the Client a non-exclusive right to access and use the Services in accordance with the GTCSU.
 

SELLSY undertakes to exercise caution and diligence in providing a quality service, in accordance with the usual practices and the rules of the art.
 

SELLSY shall endeavor to provide continuous access to the Modules, 24 hours a day/7 days a week, except in the case of scheduled maintenance as defined in Article 10.1.3 of the GTCSU, suspension of access to the Modules for one of the causes provided for in this article or of force majeure, as defined in article 15.5 of the GTCSU.

 

6.2. Obligations Associated With Client's Content

SELLSY undertakes to:

 

  • take the necessary measures to ensure the security and confidentiality of the Content throughout the Term;
  • not use the Content for any purpose other than for providing the Modules (including the associated technical support) and agrees not to modify or change the Content;
  • take reasonable precautions to ensure the physical protection of the User Content.
     

Backups are performed by SELLSY under the conditions presented on the Website at the following address https://welcome.sellsy.com/s/11174/privacypolicy.

 

 

VII. Client and User Obligations

 

7.1. Access to the Modules by the Users

Users must use the Modules in accordance with the GTCSU. They agree to be bound by the License for the entire Term. The Client shall ensure that Users comply with the GTCSU.
 

To access the Modules, Users must have access to a terminal connected to the Internet and must use a recent browser configured for accepting cookies.


All costs necessary for the equipment and connection of Users to the Internet and their access to and use of the Modules are the sole responsibility of the Client on behalf of whom the Services are used.


SELLSY recommends that the Client subscribe to the paid Services for configuring the Modules provided by SELLSY's Consulting, Deployment, Training and Integration Department. Failing this, Users shall assume sole responsibility for configuring the Modules and they alone shall verify their compatibility with their terminals.
 

7.2. Use of the Services

To use and access the Services, the Client and the Users agree to:

 

  • always provide sincere and truthful Personal Data and update such data if necessary so that it remains complete and accurate;
  • use the Modules according to their purpose and according to the terms of the GTCSU and cooperate in good faith with SELLSY;
  • use the API in accordance with the online documentation at https//api.sellsy.com;
  • respect the rights of third parties and, more generally, all laws and regulations in force relating to the use of the Services;
  • not to harm SELLSY’s reputation, to denigrate the Services or to slander SELLSY, especially on the Internet, including social networks, and agrees to use caution and discretion with respect to SELLSY, its employees and/or its Services that they would like to put online;
  • not engage in any conduct that may interrupt, destroy, limit or otherwise harm SELLSY or permit Clients and Users to access and use the Services without authorization, including using viruses, malicious code, programs or files;
  • not copy or sell any part of the Modules and the Website, whether in whole or in part.


In the event of failure to comply with the foregoing, SELLSY reserves the right to suspend access to the Client’s Accounts without compensation.
 

The Client acknowledges having:

  • verified the suitability of the Services to its needs and having received all the information and advice necessary to subscribe to the Services. In addition to a detailed quote and access to the online resource centre (FAQ), SELLSY systematically transmits, prior to the Subscription, documentation containing the precise description of the Modules and features offered. The Client may also receive a personalized demonstration by a Sales Representative and obtain access to the Services on a Trial basis (“Trial”);
  • been fully informed by SELLSY of the extent of its contractual obligations under the GTCSU.
     

 

7.3. Content belonging to the Client and accessible via the Modules

The Client is fully and solely responsible for the Content downloaded, stored or posted by Users through the Modules. They are informed that the use of the Modules does not exempt them from making such back-up copies.


The Client grants to SELLSY a non-exclusive right to use the Users’ Content in order to operate and feed the Modules and to store their Content.

 

With respect to the Content, the Client undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data, including filing any declaration required by the local data protection authority.

 

The Client undertakes to respect and ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, designs and trademarks.

 

At the end of the Term, the Client shall notify Users by any means that they must download their Content from the Modules if they have not already done so. The Users acknowledge that SELLSY does not store their Content indefinitely and that it is their responsibility to ensure--at the time of termination or at the end of the Subscription--they export the last backup of their Content.

 

7.4. Payment

The Client agrees to make the payments to SELLSY in accordance with article VIII of the GTCSU.

 

 

VIII. Price

 

8.1. Price of the Services

Before the Subscription and at the Client’s request, the Prices applicable for the Services shall be communicated to the Client by any means chosen by SELLSY.


The Prices may differ in consideration of the number of Modules and Accounts required for the Administrators and, where applicable, the Employees and taking into account the applicable currencies and the possible application of taxes.


Throughout the Term, the Client shall be committed to the Modules it chose at the beginning of the Subscription. The list of the Client’s Modules is indicated in the Quote validated by said Client. During the Term, the Client may increase the number of Modules and subscribe to an Option of a higher amount, but may not in any case exchange one Module for another Module or decrease the subscribed number of Modules or subscribe to an Option of a lower amount. 


SELLSY reserves the right to make promotional offers that may differ from the Price policy communicated to the Client.

 

8.2. Payment

All Prices due under the GTCSU are payable in advance. SELLSY may, without being obliged to, grant the Client the benefit of a monthly payment under the following conditions: mandatory commitment for a minimum of one year and all Prices due under the GTCSU are payable in advance, by debit or credit card upon order.


The Client shall settle the invoices by bank transfer or credit card. On an exceptional basis, SELLSY can accept--without being obliged to do so--a payment by check (only in euros drawn on a French bank) or by direct debit.


In case of late payment, the Client shall be subject to payment of a flat sum of forty (40) euros. Any delay in payment shall give rise to the payment of interest by the Client on the remaining amount due on the due date. The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euros, plus ten (10) percentage points.


The Client shall reimburse SELLSY for all costs (including any attorney fees) associated with the collection of payments not honored by the Client.


In the event of non-payment by the Client of one of its invoices, or in case of violation of a provision contained in the GTCSU, SELLSY reserves the right to suspend access to the Services until the payment in full is received.
 

8.3. Invoices

Invoices shall be established only by electronic means, which the Client expressly accepts. The list of invoices is available to the Client online via a link provided to said Client by SELLSY. The Client agrees not to disseminate this link which can be activated or deactivated by the Client under its responsibility.


The Client agrees to inform SELLSY of any change in its postal and bank address or any other information necessary for payment. The Client agrees to maintain an active bank account in the event of an automatic debit and to inform SELLSY as soon as possible of any change in bank details, in order to enable SELLSY to take account of the modifications and to continue the withdrawals.


Any dispute concerning an invoice must be expressed in a letter or e-mail sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice (or pro forma invoice). In the absence of such letter or e-mail, the Client shall be deemed to have accepted the invoice.
 

8.4. Changes in the Price Policy

SELLSY reserves the right to update its Price policy at any time subject to the following provisions.


The new Price policy shall be immediately applicable (i) for new Clients and (ii) for the new Modules, regardless of whether the Clients are new or existing.

  • For existing Clients, the new Price Policy for existing Services shall apply after renewal of the Term. The Prices applicable to Clients when creating their Account are guaranteed until the renewal of the Term.
  • For renewals for a Multi-Year Term, the Prices will remain unchanged from the first year of Subscription.
     

 

IX. Term & Termination

 

9.1. Term

The Subscription is for a Term of twelve (12), twenty-four (24), thirty-six (36) or forty-eight (48) months, and may be renewed at the request of the Client for the Term and the Modules of his choice.


In the case where the Client does not request renewal, the Subscription shall end on the last day of the Term.

 

9.2. Termination
 

9.2.1 Termination by the Client

The Client may terminate the Subscription by informing SELLSY by any written means that provides proof of receipt.


Any termination shall be effective at the end of the Term initially chosen: the entire initially chosen Term shall be invoiced despite the termination during Subscription. No refund or credit can be issued for partial use of the Services.

 

9.2.2 Termination by SELLSY

SELLSY reserves the right to terminate a Client’s Subscription at any time in the event of failure to comply with the GTCSU by the said Client or by the Users of the Account through which the Services are used.


In the event of late payment by more than thirty (30) days, SELLSY may consider that the GTCSU have been terminated on the date on which payment is due.


SELLSY reserves the right to unilaterally terminate a Client's Subscription if the Content stored, posted and/or exchanged by the Users creates operational or server-related problems. The Client concerned shall be notified by registered letter and the Users shall have access to the Modules for a period not exceeding one (1) month. The prices paid by the Client corresponding to the Term remaining to run beyond the said notice period shall be reimbursed.

 

9.2.3 Access to data / Recovery of data / Deletion of data

After the Term or Termination of the Subscription, for whatever reason, the Clients may, within three (3) months after the end of their subscription, make one (1) request to SELLSY in order to allow Users to access the Modules for 48 hours under the conditions of access to the Services on a Trial basis, to consult and export their Content in a structured format, commonly used and readable by any terminal:


products, services, clients, contacts, leads, suppliers, tasks, accounting exports, payments, banknotes, quotes, invoices, delivery notes, purchase orders, credit notes, proforma invoices, templates, subscriptions, timetracking entries, cash receipts, inventory movements, serial numbers, purchases, purchase document lines, sales document lines, opportunities, rentals, tickets and conversations, mailing lists, mailing list content, emailing campaigns, list of campaign recipients, expense reports.


Under the same conditions and for the same period, the Client may request from SELLSY a copy of the last backup of his or her Content, which SELLSY shall return to the Client in a structured format, commonly used and readable by any terminal.


This shall be done in the form of a download or, if the volume is too large, by sending an external medium. In the latter case, all costs (external medium and secure shipment) shall be borne by the Client.


To the extent that the Client's request relates to matters not provided for in paragraph 1 of this article, or requires SELLSY to implement complex recovery processes, such as:


History of login by employees;


History of creation and modification (client, lead, supplier, contact, product, service, support ticket, expense reports, opportunity, scoring of clients/leads, project and project entry, rental, reservation, marketing campaign, template redactor, document redactor, supplier invoice, supplier credit note, supplier delivery note, supplier purchase order, timetracking, invoice, quote, delivery note, purchase order, credit note, proforma invoice, document template);


History of client imports, lead, supplier, contact, comment, product, service, inventory, rates, opportunity;

History of emails opened.


The total cost of recovery of the items listed above, external support and secure shipment shall be provided in a quote and shall be borne by the Client.

 

SELLSY shall remove the Client’s Content from its servers three (3) years after the end of his or her subscription, except for any Content required by law or regulation to be stored for a longer period.
 

 

X. Liability & Exclusion of Warranties

 

10.1 Responsibilities and Warranties of SELLSY
 

10.1.1 General

SELLSY provides the Services on the basis of an obligation of means.


The Services can never substitute for the administrative and management functions and the obligations of the Clients.


Subject to Subscription to the Services concerned, SELLSY's assistance is provided only for use of the Modules, but not for the organization or management of the Clients’ activities. The information provided by SELLSY does not constitute advice, whether commercial, financial, legal or otherwise.


Failing Subscription to the Support Services, Clients may consult the Frequently Asked Questions page available on the Website.


SELLSY does not guarantee that the Services and Modules shall enable the Client to achieve the desired results or achieve desired objectives. More generally, SELLSY does not guarantee that Subscription to the Services and the Modules shall improve the performance of the Client’s business.


This clause is essential for SELLSY and forms part of the agreement between the Parties.


In no event shall SELLSY be directly or indirectly liable for any damage caused to Clients, Users or any third party by reason of their fault.


SELLSY reserves the right to terminate the sale of the Services without compensation after a two (2) months’ notice period, and the right to modify the Services at its sole discretion, including the functionality of the Modules.

 

10.1.2 Hosting of Client Content, Archiving and Security

The modules are hosted on SELLSY's dedicated platform, in a data center located in France. SELLSY’s servers are managed by a professional web hosting provider: CLARANET FRANCE.


The Client’s Content, whether stored, uploaded or downloaded by Users, is stored on dedicated external servers belonging to SELLSY.


The Client’s Content shall be stored on SELLSY's servers for archiving for three (3) years after the end of his or her subscription, except for any Content that may be required by law or regulation to be stored for a longer period.

 

SELLSY only allows access to the Services and the Content to the persons specifically authorized by SELLSY and the Client.



 

SELLSY implements the technical measures and means necessary to ensure the security of the connections, the Clients’ Content and their Personal Data. To this end, SELLSY uses the TLS-SSL protocol, which makes it possible to encrypt any information, including billing. This encryption process protects the data by systematic interference of the information before it is transferred to SELLSY.
 

10.1.3 Services

SELLSY does not warrant that the Services are free of any defects or errors that may be corrected or that the Modules shall operate without interruption or malfunction, or that they are compatible with hardware or a configuration other than those expressly approved by SELLSY.


Module updates can take place at any time and may cause a temporary interruption of the Services.


SELLSY reserves the right to temporarily interrupt access to the Modules and, more generally, to the Services:

  • to carry out technical maintenance or improvements to the Services which shall contribute to their proper functioning or to repair a breakdown. SELLSY shall do its utmost to notify the Client of such interruptions;
  • in the event of unavailability of the servers for any reason whatsoever;
  • in the event of unpaid invoices, breaches of the GTCSU, violations by a third party of the security of the Modules and the Content hosted by SELLSY.


No temporary interruption of the Services shall give rise to any payment of compensation to the Client.


The Services may be modified based on improvements and updates made without notifying the Client and the Users of such improvements and updates. The Services may be modified, amended and/or otherwise changed at any time and at SELLSY's sole discretion.

 

10.2 SELLSY's Limited Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLSY'S SERVICES (INCLUDING FOR THE MODULES OFFERED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. SELLSY DOES NOT WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.


Throughout the Term and regardless of the cause, SELLSY's total aggregate liability shall never exceed the amount actually received by SELLSY from a Client as compensation for the Services.


SELLSY can only be held liable for the damage which SELLSY has directly and exclusively caused, without any joint or in solidum agreement with third parties having contributed to the damage.

 

10.3 Responsibility and Warranty of the Client
 

10.3.1 Access and Use of the Services

The Client acknowledges that the Modules constitute a particularly complex platform, particularly in terms of computer technology. In the current state of knowledge, tests and experiments cannot cover all possible uses. The Client therefore undertakes to bear the risks of inadequacy or unavailability of the Modules.


The Client acts as an independent entity and, therefore, assumes all risks of its business. It is solely responsible for the Subscription, information on the Content and files sent, distributed or collected, as well as for their operation and updating.


The Client is responsible for:

  • its access to and use of the Services, including by its Users;
  • obtaining and maintaining all necessary equipment to access the Modules;
  • ensuring that such equipment is compatible with the Modules.
     

The Client may, at its own risk, give its clients access to its Account. The Client's insurance must cover such risks.
 

The Client must present any claims against SELLSY within forty-eight (48) hours following the event.

 

10.3.2 Client Content

The Client and the Users agree that SELLSY has no control over their Content.


The Client and the Users warrant that they are fully and solely responsible for the Content and that they have all rights, or have obtained all necessary authorizations to use the Content.


The Client and the Users are responsible for any publication of Content on their Account. They shall not provide Content that may be found to be illegal, indecent, or otherwise damaging in any way or form, including, without limitation, Content that infringes the rights of third parties.


The Client shall be responsible for the Content stored by its clients to whom it has given access to the Services.


The Client is responsible for compliance with the legal and regulatory obligations regarding the processing of Personal Data. The Client undertakes to comply at all times with the laws and regulations in force and to respond to any request from SELLSY for information to verify the conformity of the processing and the security of the Personal Data that the Client handles directly or indirectly.


Within such period and, more particularly, after the Term, the Client and the Users must take all the steps to back up their Content on a regular basis.

 

10.3.3 The Client and the Users’ Equipment

To use and improve the Services, SELLSY may recommend technical requirements or certain configurations. The Client and the Users are responsible for following these technical requirements or recommendations.


The Client and the Users are solely responsible for their connection to the Internet and all related costs. Access to the Services may be gained by means of software downloaded onto the Clients’ and Users’ terminals. The Client and the Users agree that SELLSY may automatically update such software, and the GTCSU shall apply to such updates.


The Client and the Users declare that they understand that SELLSY cannot be held responsible in the event of an interruption of the Internet connection, for viruses affecting their data and/or software, the possible misuse of Account passwords and, more generally, any damage caused by third parties.

 

The Client is solely responsible for the use and implementation of means to ensure the security, protection and backup of its equipment, its Content and software. As such, the Client undertakes to take all appropriate measures to protect its Content.

 

The User undertakes not to commit any act which could jeopardize the security of the Services.

 

10.3.4 Client's Warranties

The Client guarantees SELLSY (and its affiliates and subsidiaries and their officers, directors, employees and agents) against any claim or lawsuit, including reasonable attorney's fees, made by a third party as a result of the breach of the GTCSU, their misuse of the Services (including by the Users) or the violation of any law or the rights of a third party.


The Client agrees to use the Services in accordance with applicable laws and regulations. In the event that SELLSY is held jointly and severally liable by the tax authorities due to the irregular use of the Services by the Client and/or the Users, the Client undertakes to indemnify SELLSY for the entire amount that may be claimed from it.

 

 

XI. Intellectual Property

 

11.1 Intellectual Property of SELLSY

The Modules, the Website and the Services full belong to SELLSY without limitation. The Client and Users are authorized to use the Services in accordance with the License. All rights not expressly granted by the GTCSU are reserved.


The SELLSY websites and the software developed by SELLSY are original works protected by intellectual property rights and international conventions.


The Client and the Users warrant that they shall not modify, rent, borrow, sell or distribute such works or create derivative works based in whole or in part on them. They agree not to carry out any reverse engineering, except under the legal conditions.


No use of the SELLSY name or trademark may be made without the prior written consent of SELLSY.


The Client and the Users acknowledge that SELLSY is the sole owner of its intellectual property rights, and in particular the Modules, and shall not at any time contest this ownership or the validity of the intellectual property of SELLSY or the rights attached thereto.


The materials available through the Services or on the Website, such as software, databases, tools, platform, web pages, text, photographs, images, icons, sounds, videos and, more generally, all information available for the Clients and Users, are the sole and exclusive property of SELLSY.


Neither Party acquires any intellectual property rights in the other's databases, nor on its trademarks, drawings, graphics, screens or software.


The Client and the Users are authorized to use the Modules only under the terms of the License.

 

11.2 Intellectual Property of the Clients

The Content belongs to the Clients, who specifically authorises SELLSY to use the Content, exclusively under the conditions and within the limits provided for in these GTCU, and in particular in articles 6.2 and XII.

 

 

XII. Protection of Personal Data

European Regulation 2016/679 of 27 April 2016 (GDPR), which comes into force on 25 May 2018, provides for a new system for the protection of Personal Data. In particular, article 28 of the GDPR specifies that the controller and the processor must provide by contract a certain number of specific statements relating to the processing of Personal Data, which are repeated in this article.


12.1 Description of the Processing

SELLSY collects and processes the data that Users voluntarily provide in order to access the Solution and to use the Solution in accordance with these GTCU, as well as User preferences and traffic data:
- surname, first name, email, address, phone number, date of birth, photograph, name of their customers or prospects, logins, IP address, etc.

SELLSY can also process such data in order to offer its Clients and prospects commercial offers.  

If the Client uses the services to process other Data or categories of Personal Data or for other processing or purposes, the Client does so at its own risk, and SELLSY cannot be held responsible for any breach of regulations.

The parties involved in the processing are: the Client, the Client's employees. customers, prospects and suppliers of the Client, etc.
 

12.2 Obligations of the Parties: General

The Parties acknowledge that SELLSY, in order to fulfil its obligations under these GTCU, will have access to and process the Personal Data provided by the Client as a processor under the regulations.

 

The Client acknowledges that the resources implemented by SELLSY under these GTCU constitute sufficient guarantees of compliance with the regulations.

 

SELLSY undertakes to process the Personal Data defined in Article 12.1 hereof for the sole purpose of, and under the conditions agreed in the GTCU, providing the services and fulfilling its obligations under these GTCU.

  • As the controller, the Client is responsible for complying with its own legal and regulatory obligations regarding the processing of Personal Data. The Client undertakes to comply at all times with the laws and regulations in force in this area.
  • As a processor, SELLSY is limited to following the Client's documented instructions for processing, subject to alerting the Client if instructions are given that do not comply with the regulations. 

 

The Parties acknowledge that the fulfilment of the purpose of these GTCU and the use of the Services constitute the documented instructions of the Client. It is specified that any instruction not documented in writing or not in compliance with the regulations shall not be taken into account by SELLSY.

 

SELLSY shall immediately inform the Client if, in its opinion, an instruction constitutes a breach of this regulation or other provisions of EU law or the law of the Member States relating to the protection of Personal Data. 

 

It is understood that SELLSY cannot be held responsible for decisions made by the Client as controller and that the purpose of these GTCU is not the provision of legal advice.

 

The Client undertakes to alert SELLSY  without delay if the services requested by the Client change, leading to or threatening to change SELLSY's status in the light of the regulations.
 

12.3 Obligations of the Processor
 

12.3.1 Cooperation and Assistance

The Client acknowledges that the following due diligence measures satisfy SELLSY's obligation of cooperation and assistance to enable it to ensure compliance with the regulations, in particular:
 

  • notifications of personal data breach, which will be transmitted to it by SELLSY as soon as possible after becoming aware of the said breach (12.3.2 Security and confidentiality);
  • requests to exercise the rights of the Client's customers (access, rectification, object, portability). As a processor, SELLSY is limited to assisting the Client in fulfilling its own obligations. Thus, SELLSY never responds to requests to exercise such rights that are addressed directly: in the event that SELLSY comes to be recipient of such a request, it will be sent to the Client as soon as possible so that the Client can manage the consequences, providing;
  • documents and information necessary for the satisfaction of the controller of its Accountability obligations.

 
12.3.2 Security and confidentiality


The Client acknowledges that the following procedures satisfy the obligation of security and confidentiality necessary for compliance of the processing with the regulations:

 

  • The Client's Data and the Services are hosted on SELLSY's own servers, hosted in the infrastructure of Claranet France located in France (ISO 27001 certified, PCI-DSS security, ISO 9001: 2008), one of the top European professional hosts;
  • Server security and SELLSY operating software updates are checked in real time;
  • SELLSY uses the TLS-SSL protocol to encrypt data transfers. This encryption method protects the data by systematic scrambling of the information before it is transferred to SELLSY.
  • SELLSY only allows access to the Services and the Client's Data to those specifically authorised by SELLSY and the Client.
  • No employee of SELLSY has access to the Client's Data, unless access to such information is necessary for the Subscription or for the implementation of the Services. At the request of the Client or the Users and subject to Subscription to the Support Services, SELLSY may connect remotely to their Accounts, after formalisation of the User's agreement in a support ticket, to assist them in the configuration or use of the Modules.
  • Each employee of SELLSY is bound by a commitment regarding the protection of Personal Data;
  • SELLSY will inform the Client of any Personal Data breach , as soon as possible after learning of it in view of the notification period given to the data controller by Articles 33 and 34 of the GDPR.
  • SELLSY will promptly investigate any breach of Personal Data in order to remedy such breach. 
  • SELLSY will inform the Client promptly of the corrective measures and the measures put in place to remedy them.
  • SELLSY undertakes to assist the Client in its implementation of an impact study on privacy, within the limits of the provision of subcontracting and information available to SELLSY, and may not be considered liable because of this.
     

12.3.3 Subprocessing

The Client authorises SELLSY to use subprocessors acting in its name and on its behalf to assist in the processing of the Client's Personal Data.


Thus, SELLSY uses the following subprocessors:

  • Claranet France (hosting)
  • Esker (sending mail)
  • Emailstrategy (sending emailing campaigns)
  • Sendgrid, Nylas (routing)
  • Budget Insight (bank reconciliation)

 
SELLSY shall inform the Client of any planned changes regarding the addition or replacement of a subprocessor by any written notification at its earliest convenience.


The Client may object to such an addition or replacement by notifying SELLSY in writing within ten (10) days of receipt of the SELLSY's addition or replacement notification. The Client acknowledges and agrees that the absence of an objection within the aforementioned period shall constitute an acceptance on its part of a new processor. In the event that the Client objects to the appointment of a subprocessor, the Parties agree that either Party may terminate the Subscription.
Contracts entered into by SELLSY with any  subprocessor contain the same obligations as set out in these GTCU, including requiring the subprocessor to process the Client's Personal Data only in accordance with SELLSY's written instructions.


SELLSY remains fully liable towards the Client for any processing carried out by the subprocessor in violation of the obligations of these GTCU.


12.3.4 Audits

If the Client deems it necessary to carry out an audit in accordance with the regulations to verify the compliance of the Services provided with the regulations and the contract, SELLSY agrees to comply under the following conditions:
 

  • SELLSY provides the Client, at its request and by email, the necessary documentation to demonstrate  SELLSY's compliance with its obligations as a processor. If the Client considers that this documentation does not allow it to demonstrate compliance of the Services with the regulations, the Client issue an on-site audit request, justified and documented, by registered letter with acknowledgement of receipt.
  • the audit must be performed by an independent auditor of known reputation, not competing with SELLSY's business activities. This independent auditor is chosen by the Client and accepted by SELLSY. 
  • The auditor must have the required professional qualifications and be subject to a confidentiality agreement.
  • The Parties acknowledge that all reports and information obtained as part of this audit are confidential information.
  • The start date of the audit, the duration and scope of the audit must be agreed between the Parties with a minimum of 30 working days' notice.
  • The frequency of audits is limited to one audit per year and must not disrupt SELLSY's activity.
  • The audit can only be carried out during SELLSY's business hours. The audit shall not include access to information not related to the processing performed in accordance with
  • these GTCU or physical access to the servers on which the Solution is saved.
  • The Client shall bear the full costs and expenses incurred due to the audit and shall reimburse SELLSY for all costs incurred for this purpose, including the time spent on the audit on the basis of the average hourly rate of SELLSY staff who have collaborated with the audit.

 
12.3.5 Location - Data Transfers

Personal Data of Users are stored in France on SELLSY servers, hosted by CLARANET France.


SELLSY undertakes not to transfer Personal Data processed within the framework of the GTCU outside the European Union without the Client's prior consent. 

SELLSY shall ensure that appropriate safeguards are provided to control any potential transfer of Personal Data.


12.3.6 Return, Deletion of Personal Data
 
At the end of this Agreement, at the Client's option and within 30 days of the Client's request to SELLSY for this purpose, SELLSY will immediately return to the Client all Personal Data and all copies thereof or will delete or destroy the Personal Data in a secure manner.
 

 

XIII. Interoperability

 

In accordance with article L.122-6-1 of the French Intellectual Property Code, the Client may obtain information from SELLSY on the interoperability of the Services by sending its request by registered mail to: SAS SELLSY, 50 avenue du Lazaret - 17000 La Rochelle, France.


SELLSY shall have a period of two (2) months to send the requested information to the Client. The information shall be disclosed for the sole purpose of fulfilling its legal obligations.


Under no circumstances shall this information be provided by the Client to a third party, even free of charge.

 

 

XIV. Sub-contracting

 

Notwithstanding the provisions of Article 12.3.3, SELLSY reserves the right to subcontract all services under the GTCU.

 

XV. Miscellaneous provisions

 

15.1 Non-Solicitation of Personnel

The Client undertakes not to hire or solicit the hiring or the services (in any form whatsoever) for itself or for a third party, directly or indirectly, of any employee of SELLSY (i.e. any employee of SELLSY on the day of the conclusion of the Subscription, or who concludes an employment contract with SELLSY during the Term, regardless of whether said person left SELLSY during the said Term) or to encourage one of SELLSY’s employees to quit the job that he or she performs or shall perform within SELLSY.


This obligation shall terminate twenty-four (24) months after termination of the Subscription for any reason whatsoever.


In the event of breach of this article, the Client agrees to pay SELLSY, as a penalty clause, an amount equal to twenty-four (24) months of the monthly salary (net of employer and employee social contributions) paid by SELLSY to the employee concerned, on the date on which the breach of the obligation is established. This penalty shall be due for each SELLSY employee who is hired by the Client or whose services are solicited by the Client in any form whatsoever.


In accordance with Article 1228 of the French Civil Code, SELLSY may pursue the enforced execution of this obligation instead of claiming payment of this penalty clause.

 

15.2 Confidentiality
“Confidential Information” means, without limitation, all information and data communicated--in writing and/or orally--by one Party to the other Party in connection with implementing the Subscription, in particular graphs, drawings, plans, reports, client lists, price lists, results, meeting minutes, instructions and other items of any kind.


Each Party undertakes on its behalf (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep the Confidential Information strictly confidential, using the same means and procedures as those used for its own confidential information.


This confidentiality obligation does not cover Confidential Information:

  • that is in the public domain at the time of its communication or information which has fallen into the public domain after this date (without this being the result of a violation of the GTCSU);
  • that has been disclosed to a Party on a non-confidential basis by a source other than the other Party, provided that it is not in violation of a confidentiality agreement or the GTCSU; and
  • that any law or regulation or any court decision or authority would require to be disclosed.

 

15.3 Lack of Right of Withdrawal

In accordance with the French Consumer Code, the right of withdrawal is not applicable to the Services provided by SELLSY insofar as they are exclusively intended for professional Clients and are part of their commercial, industrial, craft, self-employment or agricultural activity, including when acting in the name or on behalf of another professional.

 

15.4 Contact

For any request, Clients and Users can write to SELLSY at: 50 avenue du Lazaret, 17000 La Rochelle, France.


Clients and Users may report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending a notification to SELLSY with the following information:

 

  • Date of the notification;
  • First and last name, employment, address, nationality, date and place of birth (and for a company: type of company, name, address and name of its representative);
  • A description of the facts and their location;
  • The reason for the notification (with a legal explanation);
  • A copy of the letter sent to the author of the content or justification that the author cannot be contacted.

15.5 Force Majeure

No party will be responsible for any fault or delay in performance caused by a factor constituting a case of force majeure in application of Article 1218 of the French Civil Code, such as, but not limited to, fires, floods, natural disasters, earthquake, Internet connection interruptions by the ISP, cyber-attacks, strikes, or lockouts ("Force Majeure").

In such a case, the obligations of the Parties shall be suspended from the notification of this cause for exemption by one of the Parties to the other Party until the problem is resolved.

 
Should such circumstances continue for more than fifteen (15) days, the Parties agree to enter into discussions to modify the terms of their respective commitments.
If no agreement or alternative is possible, these commitments can then be revoked without damages, by simple written notification by registered letter with acknowledgement of receipt, without any compensation or notice.
 

15.6 Severability, Waiver, Disability

The GTCSU and the Privacy Policy https://welcome.sellsy.com/s/11174/privacypolicy constitute the entire agreement between the Clients and SELLSY regarding the Services.

 

No waiver by SELLSY of any of its obligations shall be considered or construed as a waiver of its benefit.


If one or more clauses of the GTCSU are declared invalid, the rest of the clauses shall retain their full force and effect. In this case, the Parties shall, if possible, replace the canceled clause with a valid clause in line with the spirit and purpose of the GTCSU.
 

15.7 Relationship Between the Parties

Under no circumstances shall the GTCSU be considered as establishing a de facto or joint-stock company between the Parties or any other situation entailing any mutual or joint representation between them with regard to third parties. The GTCSU shall not create any relationship of subordination between the Parties, who retain their full autonomy with respect to each other.

 

15.8 Intuitu personae

The Clients and Users are strictly prohibited from assigning all or part of their rights and obligations under the GTCSU.

 

15.9 Communication

Unless otherwise stipulated in writing, SELLSY is authorized by the Clients to name them on any document, electronic or otherwise, as a reference.

 

15.10 Survival of articles

Articles IX, X, XI, XII, XIII and XV shall survive the expiration or termination of the Subscription for any reason whatsoever.

 

15.11 Ethics and Sustainable Development

The Parties declare that they abide by the principles advocated by the International Labor Organization and their existing labor law legislation, participate in occupational safety risk prevention and, more generally, comply with the legislation in force with respect to the health and safety of workers, adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.

 

 

XVI. Applicable Law

 

The GTCSU are governed by French law.
 

The effective date of the GTCSU is May 2018. In the event that a translated version of the GTCSU conflicts with the French version, the French version shall prevail.


TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LITIGATION WITH RESPECT TO ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF APPEAL OF PARIS DISTRICT, DESPITE MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.