terms and conditions

IPaidThat is a web and mobile platform (the " Platform ") operated by IPT Technologie, a simplified joint-stock company with a capital of 1,187.07 euros, with its head office located at Avenue d'Alphasis - Espace Performance in Saint-Grégoire (35760) , registered in the Rennes Trade and Companies Register under the number 829 997 451 and the VAT number of which is FR 37 829997451 (the "Service Provider ").

The Platform allows its Users to simplify their accounting follow-up according to the presentation and user guide in Appendix A.

Various services are thus offered on the Platform (the " Service (s) ") among which:

 

 

Preliminary Article - Definitions - Rules of Interpretation

 

0.1. Definitions

Capitalized terms and expressions used in this Agreement shall have the following meanings:

 

Administrator Access "

has the meaning ascribed to it in Article 4.2;

User Access "

has the meaning ascribed to it in Article 4.3;

Bug "

means any design, implementation, or programming error of the Platform that prevents the normal use of all or part of the Platform and / or causes an incorrect result or action while the Platform is being used in accordance with the instructions;

Customer "

has the meaning assigned to it in the Special Conditions;

Special Conditions "

has the meaning ascribed to it in Article 1;

Contract "

has the meaning ascribed to it in Article 1;

Control "

has the meaning that results from the provisions of Article L. 233-3 I and II of the Commercial Code, the word " Control " to be interpreted accordingly;

Data (s) "

has the meaning ascribed to it in Article 7.1;

Login IDs "

has the meaning ascribed to it in Article 4.5;

Confidential Information (s) "

has the meaning ascribed to it in Article 14;

Bank Login Identifiers "

has the meaning ascribed to it in Article 4.6;

Day (s) "

means a day of the week other than a Saturday, a Sunday or a public holiday in France within the meaning of the provisions of Article L. 3133-1 of the Labor Code;

Party (s) "

designates the Provider and the Client;

Platform "

has the meaning assigned to it in the preliminary statement;

Provider "

has the meaning assigned to it in the preliminary statement;

Service (s) "

has the meaning assigned to it in the preliminary statement;

Third party "

means any natural or legal person or other entity that is not a Party to this Agreement; and

User "

means any natural person having access to the Platform in accordance with the stipulations of the Contract and having a member account on the Platform.

 

 

0.2. Rules of interpretation

The rules set out below apply to the interpretation of this Agreement:

  1. the titles of the articles and annexes are included for convenience and in no way affect the interpretation of any of the provisions of this Agreement;
  2. the use of the terms "including", "in particular" or "in particular" implies that the enumeration that follows them is not exhaustive or exhaustive;
  3. the term "or" is not exclusive;
  4. the definition given to a singular term also applies to that term when it is used in the plural and vice versa. The same applies to the use of the masculine or feminine gender;
  5. the count of deadlines expressed in days, months or years must be done in accordance with the provisions of articles 640 to 642 of the Code of Civil Procedure;
  6. any reference to a Party includes a reference to its heirs, successors and assigns; and
  7. any reference to a document means this document as it may be modified or replaced (other than in violation of the provisions of this Agreement).
  8.  

 

Article 1 - Contractual Documents

The contractual documents are:

All of the aforementioned documents together form the contract between the Parties (the " Agreement ").

In the event of contradiction between one or more stipulations appearing in one of the aforementioned documents, the document of higher level will prevail.

 

 

Article 2 - Customer Declaration

 

The Customer declares:

 

 

Article 3 - Purpose of the Contract

 

The purpose of the Contract is to define the terms and conditions applicable to the access to the Platform and the Services subscribed by the Customer.

The Service Provider consents to the Customer who accepts after fully testing the Platform with any knowledge of its choice, a right, under the strict conditions of Article 8, access and use of the Platform and Application Services throughout contract length.

The Customer may not assign all or part of the rights and obligations arising from this Agreement without the prior written consent of the Provider.

It is specified that for the good execution of these, the Customer undertakes to notify the Service Provider as soon as possible of any change in his correspondence address (mail or PO box). The Service Provider can not be responsible in any way for the consequences of the failure to notify this information by the Customer.

 

 

Article 4 - Access - Use of the Platform

 

4.1. How to access the Platform

The Platform is accessible:

 

 

4.2. Administrator Access

The Administrator Access is made using the identifiers provided by the Provider. It provides access to the administration and management parameters of the Platform giving the possibility in particular to add or remove Users within the stipulations of the Special Conditions.

The identifiers provided are personal and confidential. The Customer undertakes to make every effort to keep the identifiers secret and not to disclose them in any form whatsoever.

The Customer is fully responsible for the use of such identifiers. It will ensure that no other person not authorized by the Service Provider uses the Administrator Access. In the event that he knows that another person uses the Administrator Access, the Client will inform the Provider without delay and confirm by registered mail and by email.

In case of theft or loss of the identifiers, the Customer will inform the Provider without delay and will confirm it by registered mail.

 

 

4.3. User Access

The Customer has the possibility via his Administrator Access to add or remove Users. Once added, login credentials will be provided to said Users who are strictly confidential.

Each User must be an employee, within the meaning of the French Labor Code, or the Company's corporate officer or one of the companies he controls. In the event that a User ceases to be an employee or corporate officer of the Client or of one of the companies he controls, the Client must close his access to the Platform immediately.

The use of the Platform by the User assumes compliance with this Agreement which the Customer vouches for with respect to the Provider. The Customer then undertakes to ensure the respect of the present of the Platform by the Users.

The Service Provider reserves the right to take legal action against the Customer, on any grounds and directly, in the event of damage of any nature whatsoever caused by the Users, in particular for the Customer to repair all the harmful consequences caused by these Third.

 

 

4.4. Availability of the Platform

The Service Provider makes available to the Customer the Services via the Platform accessible on its server via the Internet network 24 hours a day, 7 days a week, with the exception of maintenance periods.

The Service Provider reserves the right to update and make functional changes to the Platform at any time. These updates and functional modifications of the Platform may temporarily render access to the Services unavailable.

The Customer is warned of technical risks and access interruptions that may occur. Consequently, the Service Provider can not be held responsible for unavailability or slowdown of the Services.

The Customer undertakes not to expose the Platform to any risk of hacking and attempting to undermine the vulnerability of the Platform and its security system.Consequently, the Customer must put in place all the appropriate measures to prevent the aforementioned risks or any other risk likely to affect the Platform and its host.

The Service Provider undertakes to put in place regular controls to provide reasonable assurance that the Customer can access and use the Platform in the conditions determined herein.

 

 

4.5. Login IDs

The use of the Platform requires the communication of login credentials and access keys of various accounts of the Customer (the " Login Identifier " or " Login Identifiers "), namely including all the mailboxes he intends to synchronize with. the Platform and its bank accounts for which it intends to make a bank reconciliation.

The use of Login Identifiers and associated accounts by the Service Provider is only intended for the proper functioning of the Platform including for the extraction and analysis of data. This use will be limited to the duration of the Services.

 

 

4.5. Bank Login Identifiers

The use of the Platform requires the communication of bank account credentials to the tier "Bankin" service. The Service Provider does not store and has no access to "bank account credentials" and can not be held responsible for theft or fraudulent transactions.

The general terms and conditions of the tier Bankin 'service can be found at the following address: https://bridgeapi.io/cgu/index.html . In case of modification of these general conditions, the Service Provider will not be required to collect the Customer's consent.

 

 

Article 5 - Assistance

 

5.1. Assistance

Technical assistance from the Free Provider is available every day from 10h to 18h via the online "Chat" interface available on the platform.

The Service Provider will endeavor to resolve in this context the Bugs that the Customer would face.

If following this assistance, the Customer remains confronted with the same Bugs, the latter must inform the Provider by email with request for acknowledgment of receipt to the following address support@ipaidthat.io by striving to give the maximum of useful information.

 

 

5.2. Bug Fixes

Once the aforementioned e-mail has been received, the Service Provider will diagnose the Bugs reported by the Customer and will make his best efforts to make corrections or workarounds either by telephone or written instructions (by e-mail or fax) that he gives. to the Customer, either by remote maintenance, according to the procedure it deems most appropriate.

It is expressly excluded from the assistance service any malfunction of the Platform that would be directly or indirectly due to an error of use by the Customer or any Third Party including any User.

 

 

Article 6 - Additional services

6.1. Training

In order to support the Client in his use of the Platform, the Service Provider offers training on the Customer's site or remotely to present the main features and terms of use of the Platform.

The cost of the training will be subject to an additional billing by the Provider determined by mutual agreement of the Parties.

The travel expenses of the Provider trainers will be borne by the Client. The dates and modalities of the training will be determined in good agreement by the Parties and by mutual agreement.

 

6.2. Data Extraction

For the duration of the Agreement, except in case of breach by the Customer of any provision of the Agreement including in case of any unpaid, the Customer has the opportunity to request the extraction and backup of data in pdf format or excel .

The request to extract the Data must be sent by registered mail with acknowledgment of receipt to the Provider who will have a period of thirty (30) calendar days to respond.

 

6.3. interoperability

The Service Provider does not guarantee the compatibility and interoperability of the Platform with other Client software. The compatibility and interoperability of the Platform imply specific IT developments to be carried out by the Service Provider. These developments may be made at the request of the Customer and will be invoiced by the Service Provider under the conditions that the Parties determine.

 

6.4. Additional features

Additional functionalities may be developed by the Provider at the Customer's request.

In any case, the new features will be the sole property of the Service Provider and the Customer can not claim any property or compensation on said developments. These developments will be made by mutual agreement and invoiced by the Service Provider in the conditions that the Parties will determine.

 

 

Article 7 - Ownership of Data - Hosting Data

 

7.1. Property

The Customer remains the owner of all the data he communicates in connection with the use of the Platform (the " Data ").

If the Data includes personal data, the Customer warrants to the Service Provider that he has complied with all the obligations incumbent upon him in particular by the terms of Law No. 78-17 of 6 January 1978. In this respect, the Customer guarantees the Provider against any recourse, complaint or claim related to the hosting or use of the Data.

 

7.2 Accommodation

The Customer expressly authorizes the Service Provider:

The Customer is informed that the Data as well as the Login Identifiers may be communicated to any Third Party for the purpose of providing the Services only, including, in particular, the third-party Bankin application, the general terms and conditions of which appear at the following address. : https://bridgeapi.io/cgu/index.html . In case of modification of these general conditions, the Service Provider will not be required to collect the Customer's consent.

It is specified that the server chosen by the Provider will use the appropriate means to ensure the integrity of the establishment and preservation of data, as well as the protection and confidentiality of the collection, storage and processing of data. client.

However, the Provider will not be responsible for any breach of the aforementioned obligations committed by the host. The responsibility will remain the responsibility of this host. For the execution of the present, the host chosen by the Service Provider is Amazon AWS whose general conditions are available at the following address https://aws.amazon.com/agreement/ and are accepted by the Customer. The Service Provider nevertheless reserves the right to change host at any time.

 

Article 8 - License - Intellectual Property

 

The Provider grants the Customer a personal, non-exclusive, non-transferable and non-transferable right to use the Platform and the Services for the duration of the Agreement.

This Agreement does not confer any ownership rights on the Platform and the Services. The temporary provision of the Platform and the Services can not be analyzed as the transfer of any intellectual property right to the Customer.

The Customer undertakes to use the Platform and its Services only in accordance with its needs. This license is granted for the sole purpose of enabling the Customer to use the Platform and the Services to the exclusion of any other purpose in accordance with their intended purpose.

The Customer may not under any circumstances make the Services available to a Third Party other than the Users and strictly forbids any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation without this list being exhaustive.

The Customer is also prohibited from reproducing any element of the Platform or any documentation relating to it, by any means, in any form and on any medium whatsoever.

 

Article 9 - Liability

 

9.1. Using the Platform

The role of the Provider is limited to the provision of the Platform to the Client.

The Client is responsible for ensuring that the use he makes of the Platform complies with the legal and regulatory provisions. The Service Provider does not give any guarantee to the Client as to the conformity of the use of the Platform, which it does or plans to do, with the legal and regulatory provisions.

The Customer is responsible to the Service Provider for the use of the Platform by all Users or any Third Party.

 

9.2. Data and content

The Provider does not control the use of the Platform made by the Customer.

The Customer undertakes not to seize, directly or indirectly, content likely to undermine public order or morality, to provoke protests by third parties, or to contravene the legal provisions in force.

Accordingly, it is expressly agreed that in the event that the Service Provider is implicated, in any capacity whatsoever, in any country whatsoever, by a Third Party on the basis of, inter alia, an industrial property right and / or intellectual relating to an item directly or indirectly provided by the Customer, including by any User, the latter undertakes to fully guarantee the Service Provider direct and / or indirect economic and financial consequences (including costs of proceedings and defense) that would flow from these claims.

The Customer must ensure that the data is sent to the Platform. The Customer can not blame the Service Provider for any reason whatsoever and for any reason whatsoever the non receipt or loss of data transmitted. The Customer will then make sure to keep a backup of the transmitted data.

 

9.3. Data Extraction, Analysis and Processing

The methods of extraction, study and analysis of the Data are freely determined by the Service Provider.

The Client is informed that the extraction of data is automated by the Platform. The quality of the extraction and the analysis that follows depends on the presentation and content of the Client's documents. Consequently, the Service Provider can not be responsible in case of non treatment of certain Data by the Platform that should have been.The Service Provider can not then be held, under the Contract, by an obligation of result but by an obligation of means only.

The Customer assumes full responsibility for the direct and / or indirect consequences of the application of the Provider's advice and recommendations and this without being able to seek on any basis whatsoever the responsibility of the latter. The studies, analyzes and possible advice of the Provider or generated automatically by the Platform must be treated solely as opinions.

The Customer is required to take all measures to ensure that the invoices generated by the Platform correspond to its expectations and that they include all the required measures. He can not neglect the good keeping and the rigorous control of his accounting by any expert of the figure because of the use of the Platform.

 

9.4. General provisions

In any case, the Service Provider shall not under any circumstances be liable for indirect or unforeseeable losses or damages of the Customer or Third Parties, including any lost profits, inaccuracy or corruption of files or data, commercial loss, loss. turnover or profit, loss of customer base or loss of opportunity with respect to any title and on any grounds whatsoever to this Agreement.

The Provider shall not be liable for the delay or non-performance of this contract justified by a case of force majeure, as defined by the case law of the French courts and tribunals.

In the event of conviction of the Service Provider, it is expressly agreed that its liability shall be limited to the amount of the fees actually paid by the Customer under this Contract.

 

Article 10 - Royalties

 

10.1. Terms of Payment

The Customer is liable for a fixed monthly or annual fee whose amount is fixed and payable according to the stipulations of the Special Conditions. This fee is fixed in particular according to the number of Users of the Platform.

Payments made by the Customer will only be considered final after actual receipt by the Service Provider of the sums due.

An invoice is drawn up by the Service Provider and given to the Customer during each payment.

 

10.2. Payment incident

Without prejudice to possible damages, the default of payment by the Customer of a sum on its due date entails by right:

In case of non-compliance with the payment conditions listed above, the Service Provider also reserves the right to suspend or cancel the access of the Client and the Users to the Platform and the provision of the Services as well as to decrease and / or to cancel any discounts granted.

 

Article 11 - Duration of the Contract - Termination

The Contract is concluded for the duration indicated in the Revolving Quotation with tacit renewal, without limitation, for the same duration.

If one of the Parties does not wish to see the Contract tacitly renewed, it shall send at least three (3) months before the next term of the Contract a registered letter with acknowledgment of receipt to the other Party indicating its intention not to see the Contract renewed tacitly.

The Contract may be terminated in the event of a serious, repeated and serious breach by one of the Parties of the obligations arising from the Contract, after formal notice addressed, by registered letter with acknowledgment of receipt or letter delivered by hand against receipt, to terminate this violation within thirty (30) calendar days of receipt of the letter of formal notice.

Once the Contract is terminated or terminated for any reason whatsoever, all the Data will be destroyed without prior information from the Client by the Service Provider. As a result, the Customer will have to keep a backup of his data.

 

Article 12 - Communication

Without prejudice to the stipulations of Article 14, the Customer authorizes the Service Provider, during the entire duration of the Contract and for a period of two (2) years from its cessation for any reason whatsoever, to communicate, on any support and by any means, the existence of referencing of the Customer with the Service Provider under this Contract. For this purpose, the Service Provider may use the Customer's logo on its website or on any other communication medium.

 

Article 13 - Non-competition

The Customer, throughout the duration of the Contract, and for a period of twelve (12) months from the termination of the Contract for any cause whatsoever, engages in all European territories:

  1. not to create, operate or exercise, alone or jointly with one or more Third Parties, directly or indirectly, an activity directly competitive with the activity actually performed by the Service Provider and / or the Platform;
  2. not to take any personal interest, directly or indirectly, in a company directly competing with the Service Provider and / or the Platform;
  3. not to incite or assist one or more Third Parties to violate, or attempt to violate, any of the prohibitions set forth above

 

Article 14 - Confidentiality

 

For the purposes hereof, the term " Confidential Information (s) " includes any information or documents disclosed by each Party to the other Party, in writing or orally, and including without limitation any written or printed materials, any design models, business secrets, know-how, financial or commercial documents, models and calculation results, or more generally any means of disclosure of Confidential Information that may be chosen by each Party in respect of the other Party.

However, the terms " Confidential Information (s) " do not cover the information:

  1. which are, or will be, at the time they are revealed, available and publicly known otherwise than by a disclosure made in violation of these provisions;
  2. that have been or would be communicated to one of the Parties by a third party that is not directly or indirectly related to the other Party or any of its representatives;
  3. which have been developed by one of the Parties on the basis of other information than the Confidential Information; or
  4. disclosed or publicly announced by agreement between the Parties.

For the duration of this Agreement and for five (5) years from the date of termination of the Agreement for any reason whatsoever, the Parties undertake not to disclose in any way whatsoever. verbally included in the Confidential Information without the prior written consent of the other Party, they undertake to:

In the event that the legal or regulatory obligations of one of the Parties, in particular following a request from a judicial or administrative authority, or in the context of regulations that apply to it, require disclosure to a third party or to make public Confidential Information, this Party will be authorized.

 

 

Article 15 - Applicable Law - Evidence Agreement

 

This contract is governed by French law.

The computer systems and files are authentic in the relations between the Parties.

Thus, the Service Provider may validly produce in any proceedings, for the purposes of proof, any data, files, programs, recordings or other items, received, transmitted or stored using the computer systems operated by the latter, on any digital media or analogous, and take advantage of it unless manifestly wrong.

 

 

Article 16 - Severability - Independence of the Parties

 

If any of the stipulations of the Contract prove null or not enforceable, for whatever cause, by a competent jurisdiction, the validity of the other stipulations of the Contract will not in any way be affected or compromised and the Parties négocieront de bonne foi afin de remplacer la stipulation litigieuse par une stipulation ayant les mêmes effets économiques que la stipulation initiale.

The Parties expressly declare that they are and will remain, throughout the duration of the Agreement, independent business and professional partners.

The Parties expressly declare that they do not wish to create in their reports a corporation having a legal personality, a joint venture, or a corporation created in fact.

 

 

Article 17 - Disputes

 

Any dispute arising from the interpretation, execution, non-performance, or consequences or consequences of this contract shall be submitted, in the event that the dispute is brought before the civil courts, before the Commercial Court of Rennes to which it is made attribution of competence.

The Client is informed that he can in any case resort to a conventional mediation or to any alternative mode of dispute resolution (conciliation for example) in case of dispute.