Terms
Updated June 19, 2024
Preambule
MINDMETRICS SAS, with a capital of 10,000 euros, headquartered at 90 B rue de Fougères – 35700 RENNES and registered with the Rennes Trade and Companies Register under number 985 350 610, specializes in providing online services, particularly data processing.
MINDMETRICS offers digital services and tools as a SaaS solution aimed at companies, organizations, and media agencies for analyzing and optimizing online marketing and advertising campaign performance.
The Client wishes to access the services provided by MINDMETRICS, generated through tools developed by MINDMETRICS and third-party solutions/programs, to exploit and analyze Client data previously collected, transmitted, and uploaded to the Platform by the Client.
These GTCs apply by right to the services and products provided by MINDMETRICS to its Client in its business activities. They take precedence over any other general purchase conditions of the Client unless mandatory public order provisions apply.
The Client acknowledges having received the GTCs no later than the creation of their Account on the Platform and is deemed to accept them without reservation.
ARTICLE 1 - DEFINITIONS
The following terms, when used in these GTCs with an initial capital letter, whether in singular or plural, shall have the meaning defined below:
· "Software" refers to all programs created and developed by MINDMETRICS, including all graphic, sound, visual, software, and textual components, as well as the procedures necessary for their operation.
· "Platform" means the internet platform and the user interface allowing access to the Services.
· "Services" means the digital services provided by the Platform by MINDMETRICS.
· "Technical Services" means the technical services provided by MINDMETRICS.
· "GTCs" means these General Terms and Conditions of Services.
· "Contract" means the contractual set composed of the GTCs, the Terms of Use (TOU), the pricing conditions (Price List), any Appendices, Specific Service Conditions/documents signed between the Parties.
· "License" means the rights to use the Services and associated features as referred to in Article 5.1.
· "Client" means any legal person acting through a natural person with the legal capacity to contract on behalf of and for the account of the legal entity, who subscribes to a Contract with MINDMETRICS to benefit from the MINDMETRICS Services on the Platform.
· "User" means any natural person under the authority of the Client (such as employees, agents, contractors) using the Platform and having an access right to the Platform.
· "Account" means the User's access right to the Platform. The use of the Account is made through the Username and Password assigned to the User or via the associated Google account of the Client. The Account is for the exclusive use of the User who is solely responsible for it.
· "Username" means the code by which the User identifies on the Platform. The Username is defined by the Platform administrator during the User's registration.
· "Password" means the code which, combined with the Username, allows access to the Platform. The Password is confidential and provided by the Platform without the intervention of MINDMETRICS personnel in accordance with the regulations in force.
· "Input Data" means all data collected by the Client by its own means and/or those acquired from specific organizations that the Client integrates and uploads to the Platform (e.g., click data, acquisitions, etc.).
· "Output Data" means all data provided by the Platform after analysis through MINDMETRICS tools and Services, which can be formalized by tables, graphics, etc., on the User interface.
· "Support" means the service provided to Users consisting of collecting and processing support requests submitted by Users for their use of the Services by the Client.
· "Creations" means any intellectual creation specifically made by MINDMETRICS in the execution of its Services, such as documents, reports, analyses, studies, manuals, visuals, models, illustrations, regardless of the medium.
· "Confidential Information" means:
o Protected information held by the disclosing party or a third party to which the disclosing party has a non-disclosure obligation, including any information, know-how, and software, including its source code, any translation, compilation, partial copy, and derivative work, including all codes, AI tools, language models (LLM);
o Any information designated as confidential at the time of disclosure to the receiving party or when transmitted orally, identified as confidential and documented in writing or another material form (including electronic), including a clearly stated confidentiality notice and transmitted to the receiving party within 30 days following the disclosure;
o Any information that, given the circumstances of disclosure, should be treated in good faith as protected and confidential.
ARTICLE 2 - CONTRACTUAL DOCUMENTS
The Contract consists of the following contractual documents:
· Any Specific Service Conditions and/or contract document signed between the Parties;
· The current GTCs;
· The current Subscription Price List;
· The current TOU and privacy policy.
These contractual documents complement each other. However, in case of contradiction or divergence between the terms of these contractual documents, they will prevail in the order in which they are listed above.
ARTICLE 3 - PURPOSE - MODIFICATION
Article 3.1 - Purpose
MINDMETRICS provides the Client and its associated Users with Services. These GTCs define the rights and usage modalities of these Services.
The present Contract is concluded by the Client in a professional capacity and is not subject to the provisions of the french Consumer Code.
Article 3.1.1 - Services
The Services are designed as automated analysis tools allowing Clients to collect their data online for reporting, analysis, and data exploration purposes, particularly through natural language processing. These services provide information generated by artificial intelligence (AI6), notably via AZUR Open Ai and Mistral services. The Output Data generated by AI is then accessible via a user interface powered by the Client's Input Data through customized and managed connectors and applications by MINDMETRICS.
The Services cover data collection, acquisition support, centralization, validation, formatting, storage in a database, valuation and analysis through complex processing chains, and visualization through dashboards, graphics, interactive maps, reports, queries, APIs, etc.
Article 3.1.2 Technical services
Article 3.1.2.1 Support for user
MINDMETRICS provides online technical support for users with a paid subscription to collect requests (tickets), detail encountered anomalies, and track anomaly resolution status until resolved.
3.1.2.2 Training
MINDMETRICS may offer various training modules to optimize client/user performance of the services. The available training is specified in the training catalog available upon request.
Article 3.1.2.3 Maintenance
MINDMETRICS ensures corrective maintenance of its platform and tools.
Article 3.2 - Modification
The GTCs are published by MINDMETRICS on its website.
MINDMETRICS reserves the right to modify these GTCs at any time. These modifications will be brought to the Client's attention by any means thirty (30) days before the effective date of said changes.
In the event of substantial modifications to the GTCs, the following scenarios apply:
· Either the Client consents to the substantial modifications, which will automatically come into effect on the scheduled date and no later than thirty (30) days after notification;
· Or the Client refuses the substantial modifications, and the GTCs applicable on the date of the initial commitment will remain in effect until the end of the commitment period.
ARTICLE 4 - ACCESS MODALITIES
Article 4.1 - Acceptance of the GTCs
The GTCs are accepted by the Client and its Users upon the creation of the Account by the Client or upon the first use of the Services.
The Client's acceptance of the GTCs may also be evidenced upon the acceptance and signature of an order form.
Acceptance of the GTCs is full and unconditional. Any conditional acceptance is considered null and void, rendering the Client or Users unable to use the Services.
Article 4.2 - Access to services
Article 4.2.1 - General principles
MINDMETRICS reserves the discretionary right to refuse a registration if the Client's activity contravenes the Platform's image or if MINDMETRICS observes a violation of its rights or third-party rights, without liability for MINDMETRICS.
The Account will be opened by the Client. To this end, the Client must provide the requested elements on the Platform. Additional information may be requested during the conclusion of specific contracts. In any event, the Client must ensure the accuracy of the information, correct it on the Platform, or notify MINDMETRICS if updates are required. If the Client's Account information is not updated, complete, or accurate, MINDMETRICS reserves the right to suspend or permanently terminate the Users' access without notice following an unanswered correction request.
The Client and its associated Users must keep Passwords strictly confidential, take all measures to maintain confidentiality, and notify MINDMETRICS in case of unauthorized use of their Account as soon as they become aware.
Except as detailed below, the User agrees to use the Account personally and not allow any third party to use it on their behalf or take full responsibility. By express agreement between the Parties, all operations carried out using the User's Username are deemed to originate from the User, who is solely responsible.
Furthermore, the Client acknowledges that MINDMETRICS may refuse to open an Account and access the Platform and associated Services in the following cases:
· When the Client, in any capacity, remains indebted to MINDMETRICS;
· For any other legitimate reason.
By logging in from their Account, the Client can modify their login credentials and access all their data, personal information, and the various features of the Platform.
In the use of the Platform, each User undertakes to:
· Not disrupt public order and comply with current laws and regulations, respect the rights of third parties, and the provisions of these GTCs;
· Behave fairly and in good faith towards MINDMETRICS and third parties;
· Provide accurate and truthful information to MINDMETRICS;
· Use the Platform appropriately and not divert it to commit any offense punishable by law;
· Respect the privacy of third parties and the confidentiality of communications;
· Not attempt to redirect Users to another site or a competing service;
· Not attempt to harm the automated data processing systems implemented for the operation of the Platform, as defined by Articles 323-1 et seq. of the Penal Code;
· And generally, not incite to commit any type of offense punishable by law.
Article 4.2.2 - Access to free subscription services
MINDMETRICS may offer certain Services through a Free Subscription, under conditions specifically outlined in the description of this Subscription on the Platform and the Client interface, which are subject to change. The Client will be informed in such a case, as MINDMETRICS does not guarantee the types of functionalities accessible via Free Subscriptions.
Multiple free subscriptions by the same Client or in addition to a paid Subscription are not allowed. Therefore, MINDMETRICS reserves the right to deactivate a Free Subscription Account in case of violation of the above, without incurring any liability.
It is emphasized that Technical Services (Support, Maintenance, Training) are not included in Free Subscriptions.
Article 4.2.3 - Access to paid subscription services
The Client will have access to the Services according to the Subscription chosen at the order and for the duration of the Subscription, subject to full payment. The Pricing Schedule is indicated at the Order.
It is emphasized that MINDMETRICS may modify/adapt the Services at any time. However, during the term of the Subscription, and unless previously agreed by the Client, MINDMETRICS will not substantially reduce or remove the functionalities of the Services.
In the event that MINDMETRICS reduces the level of functionality of the Services without offering an equivalent alternative to the Client, the Client may terminate the Contract within thirty (30) days following the notification of the modification and request a refund of their Subscription on a pro-rata basis for the remaining Subscription period.
ARTICLE 5 - TERMS OF USE OF THE SERVICES
Article 5.1 - Usage rights
5.1.1 MINDMETRICS grants the Client a non-exclusive, non-transferable, and non-sublicensable License to use the Services. This License is granted in exchange for the payment by the Client of the subscription fees related to said License.
The Client may not, in any case, assign, transfer, delegate, or sublicense to a third party, directly or indirectly, in any manner whatsoever, without the prior written consent of MINDMETRICS.
5.1.2 Unless otherwise stipulated, the Client is prohibited from:
· Attempting to copy, modify, reproduce, create any derivative work, alter, mirror, republish, download, display, transmit, or distribute all or any part of the Software components, the Platform, and/or the Services/modules in any form or by any means;
· Attempting to decompile, disassemble, perform any reverse engineering or otherwise make comprehensible all or part of the Services of the Platform;
· Accessing all or part of the Services to design a competing application or service;
· Attempting in any way to remove or circumvent any Technical Protection Measures (TPM);
· Making the Services available in any manner to any third party, including by sublicensing, selling, renting, assigning, distributing, displaying, disclosing, or otherwise exploiting the Services commercially.
5.1.3 The Client undertakes to take all reasonable measures to prevent any unauthorized access or use of the Platform or Services and, if such occurs, to notify MINDMETRICS as soon as possible.
The right to use is granted to the Client only upon actual payment of the agreed price under this Contract.
The Client expressly refrains from any form of use of the Services that is non-compliant with these terms.
The Client guarantees to MINDMETRICS the compliance with the conditions of use of the Services by any of its Users.
The Client does not acquire any rights to the software source codes, programs, models, with MINDMETRICS reserving the sole right to modify them to correct any defects or to evolve the functionalities and Services.
The documentation is and remains the sole and exclusive property of MINDMETRICS. The Client is prohibited from reproducing the documentation without the prior written consent of MINDMETRICS.
Article 5.2 - Client obligations
In the use of the Services, the Client undertakes to:
Not disrupt public order and comply with current laws and regulations, as well as the provisions of these GTCs;
Comply with Law No. 78-17 known as "Informatique et Libertés" of January 6, 1978, as amended, and the recommendations of the CNIL from the stage of data collection;
Not infringe the rights of third parties, particularly intellectual property rights, when creating, distributing, or handling data created from the Account opened on the Platform;
Not use the Services, in whole or in part, for illegal purposes. The Client assumes sole responsibility for the content disseminated on the Platform;
Use the Services in strict compliance with the License conditions referred to in Article 5.1.
In any event, it is recalled that the Client uses the Platform and Services under their entire and exclusive responsibility. The Client is particularly solely responsible for the data disseminated on the Platform and their relationships with Users.
Article 5.3 - Sanction
It is agreed between the parties that any breach of Articles 5.1 and 5.2 may result in the temporary suspension or automatic termination of the Contract.
In the event that MINDMETRICS receives complaints or claims directly addressed by third parties or any administrative or judicial authority following the Client's use of the Services, it is expressly agreed that the Client shall bear the entire cost of handling such complaints or claims internally and externally.
ARTICLE 6 - OBLIGATION OF MINDMETRICS
It is expressly agreed between the parties that MINDMETRICS is subject to a general obligation of means and is not bound by any obligation of result or reinforced means.
Article 6.1 - Accessibility - Availability
The Platform and Services are accessible 24/7, except in cases of force majeure or unforeseen circumstances beyond the control of MINDMETRICS and subject to any breakdowns and interventions necessary for the proper functioning of the Services.
All data is hosted in Europe.
MINDMETRICS will use all reasonable efforts to ensure the availability of the Platform so that it can be accessible to the Client. Availability is defined by MINDMETRICS as the Platform's ability to provide the Services.
MINDMETRICS shall not be liable for disruptions, interruptions, or anomalies that are not its fault and which affect transmissions over the Internet and more generally over the communication network, regardless of their importance and duration.
It is also specified that MINDMETRICS may be required to interrupt access to all or part of the Services for maintenance reasons, to improve and install new functionalities, to audit proper functioning, or in case of malfunction or threat of malfunction.
Article 6.2 - Security
MINDMETRICS undertakes to use all reasonable efforts to ensure the security of its information systems and minimize the risk of a security breach.
ARTICLE 7 - LIABILITY
The Client may hold MINDMETRICS liable only if they have previously given formal notice by registered letter with acknowledgment of receipt concerning the alleged breach, and which remains unanswered within thirty (30) days.
It is recalled that MINDMETRICS disclaims all forms of liability, notably in the event of:
· Abnormal, non-compliant, unforeseen, or illegal use of the Platform;
· Temporary inability to access the Platform due to technical maintenance, testing, repairs, or interruptions related to the nature of the internet network beyond MINDMETRICS' control;
· External/internal viral attacks; any form of intrusion;
· Client failure, of any kind;
· Incompatibility of the Service with the Client's hardware and software, which they are solely responsible for assessing;
· Cases of force majeure as provided for in the "Force majeure" article.
The Client is solely responsible for any direct or indirect, material or immaterial damage caused by themselves or any of their employees to MINDMETRICS or third parties due to their use of the Platform and associated Services.
In any event, given that the parties are professionals, it is expressly agreed that if MINDMETRICS' liability is found within the scope of the Contract for any damage whatsoever, it shall be limited to 20% of the amounts paid by the Client under the Contract over the last 12 months.
It is expressly agreed between the parties that this clause shall continue to apply even in the event of Contract termination recognized by a court decision that has become enforceable.
ARTICLE 8 - INTELLECTUAL PROPERTY
Each party shall retain ownership of its knowledge, know-how, processes, information, technical, industrial or commercial data, supplies, software, and other creations that it possessed prior to the validation of these GTCs, for which each party guarantees its title.
The Input Data entered on the MINDMETRICS Platform by the Client from their Account remains the responsibility of the Client, who ensures control over its collection, dissemination, and access via the User interface.
Article 8.1 - Ownership of MINDMETRICS
The Client acknowledges that the Platform and all its components, such as the domain name, are the exclusive property of MINDMETRICS.
Trademarks, logos, slogans, graphics, photographs, animations, videos, software, and texts created, published, or recorded by MINDMETRICS are the exclusive property of MINDMETRICS and cannot be reproduced, used, or represented without prior express authorization, under penalty of legal action.
Any database developed and created through the Services is the exclusive property of MINDMETRICS. The Client agrees to use them only for their own needs and prohibits any commercial exploitation.
The Client is prohibited from:
· Using the name MINDMETRICS in their campaigns without the prior written consent of MINDMETRICS;
· Creating any confusion with MINDMETRICS in their advertising campaigns or professional announcements;
· Adapting, correcting, modifying, or reproducing in whole or in part the Platform and the Services.
Furthermore, the following actions are expressly prohibited:
· Extracting, by permanent or temporary transfer, all or a qualitatively or quantitatively substantial part of the content of the Platform, by any means and in any form;
· Reusing, by making available to the public, all or a qualitatively or quantitatively substantial part of the Platform, in any form whatsoever.
Article 8.2 - Ownership of creation
As part of the Services, MINDMETRICS may create intellectual works consisting of the design of Creations on behalf of the Client.
These Creations remain the property of MINDMETRICS, and the Client only has the right to use them in accordance with the provisions of Article 5.1. Any exploitation or use by the Client of the Creations outside the Services may result in legal action.
Creations may be made from documents, information, images, or any other content provided by the Client. In this case, the Client guarantees that such content does not constitute an infringement of any third party's intellectual property rights, any act of unfair competition or parasitism, or any violation of applicable laws and regulations regarding the collection and processing of data, particularly personal data. The Client agrees to bear all costs related to any claims concerning such content and its normal use by MINDMETRICS under the Contract, provided that the violation does not pertain to modifications or additions made by MINDMETRICS.
ARTICLE 9 - PERSONAL DATA
Each party guarantees to the other party compliance with the legal and regulatory obligations incumbent upon it in relation to the protection of personal data, particularly Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data.
Article 9.1 - Data concerning processing by MINDMETRICS
In the operation of the Platform, MINDMETRICS collects personal data during the Client's registration and Account opening. This data is necessary for processing the Account opening and will be processed accordingly.
The User is invited to consult the "Privacy Policy" section of the MINDMETRICS website, which provides details on the protection of personal data and the processing carried out on the Platform.
Under French Law No. 78-17 of 6 January 1978, known as the "Data Protection Act," as amended, the Client can exercise their rights to access, rectify, and oppose the processing of their personal data by sending a simple request via email to privacy@mindmetrics.ai or by registered letter with acknowledgment of receipt to the MINDMETRICS headquarters, addressed to the DPO, providing proof of identity and a legitimate reason if required by law.
Article 9.2 - Data concerning processing by the Client
In the case of personal data processing carried out by the Client from their User interface, MINDMETRICS will act as a data processor within the meaning of French Law No. 78-17 of 6 January 1978, known as the "Data Protection Act," as amended.
It is expressly agreed between the parties that MINDMETRICS:
· Will not perform any data processing operations except on the Client's instructions and always under the Client's sole and exclusive responsibility;
· Will take all measures within its power to ensure the security and confidentiality of the personal data entrusted to it.
ARTICLE 10 - CONFIDENTIALITY
Each party agrees to use Confidential Information, directly or indirectly, in whole or in part, only for the strict performance of this Contract.
Each party acknowledges that any disclosure, in any manner, would seriously harm the interests of the party that is the victim of the disclosure. Consequently, the injured party will be entitled to take legal action against the other party, all co-authors, or accomplices and to claim damages if these commitments are not met, for any reason.
The confidentiality obligation stipulated in this clause does not apply to Confidential Information in the following cases:
· When Confidential Information is or has been made public other than by the action or omission of one of the parties;
· When Confidential Information was legally held by the other party before its disclosure;
· When Confidential Information has been legally disclosed to the recipient party by a third party without any restriction on disclosure;
· When Confidential Information is subject to a legal obligation of disclosure by any competent court, authority, or administration.
This confidentiality clause will remain in force after the expiration of the Contract until the Confidential Information enters the public domain other than by a breach by the recipient party.
ARTICLE 11 - FINANCIAL TERMS
11.1 The price of the Services is indicated at the time of order. These prices may be indexed to the SYNTEC index and will be revised annually on January 1 of each year, based on the last known index value at the time of invoicing, according to the following formula: P1 = P0 x (S1 / S0), P1 = The revised price, P0 = The reference price, with the reference price being, for the first year, the price at the date of signature, and for subsequent years, the revised price (P1) of the previous year, S0 = The SYNTEC index published at the date of the previous revision, S1 = The latest SYNTEC index published at the time of revision.
11.2 The price of annual Subscriptions is billed upon the signing of the Contract and/or activation of the Service, as follows:
· For any Contract signed during the year: prorated for this initial period, based on the number of months remaining until December 31 of year N,
· Then for 12 months starting from January 1 of year N+1.
11.3 The Client is required to pay invoices without any discount.
In the event that an invoice is not paid within the stipulated timeframes, MINDMETRICS reserves the right to suspend access to the Platform and its Services, without this suspension being considered a termination.
Any delay or non-payment by the Client will automatically result in the payment of late interest corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, without prejudice to the payment of a fixed compensation of 40 euros for collection costs.
When payment terms are granted to the Client, failure to pay a single installment renders the entire debt due. It entails the immediate suspension of ongoing Services without any compensation.
Any rejected direct debits will result in a refactoring of the bank charges incurred by MINDMETRICS to the Client.
Termination does not release the Client from their financial obligations.
ARTICLE 12 - TERMS
The Contract is entered into, from its signature date, for the duration of the chosen Subscription, and will be tacitly renewed for successive periods of twelve (12) months, unless otherwise specified in the Special Conditions.
At least three (3) months before the contractual termination date, the Client may notify, by registered letter with acknowledgment of receipt, or via their User interface (Account settings), their intention not to renew the Contract. Failing this, the Contract will be automatically renewed.
ARTICLE 13 - SUSPENTION - TERMINATION
Article 13.1 - Suspention
To maintain the image, quality, and dynamism of the Services, MINDMETRICS may, rightfully and without prior notice, suspend the Contract without any compensation to the Client in the following cases:
· In case of lack of cooperation and/or disloyalty observed by MINDMETRICS, and if there is an urgent need to cease the concerned actions;
· When the Client's actions endanger, in any way, the operation of the Platform or the Services;
· In case of serious breach of the commitments undertaken under this Contract.
This decision to suspend the Contract will be communicated to the Client by registered letter with acknowledgment of receipt.
The suspension may be lifted within a reasonable period from the receipt by MINDMETRICS of a registered letter with acknowledgment of receipt justifying that the cause of suspension notified to the Client has been eliminated or is being eliminated, subject to acceptance by MINDMETRICS.
Article 13.2 - Termination
Article 13.2.1 - Termination for breach
In the event of a serious breach by one of the parties of at least one of its obligations under this Contract, the other party may terminate the Contract, seven (7) days after sending a notice to comply which remains without effect. The notice must specify the grievances and the obligations allegedly breached and must be notified by registered letter with acknowledgment of receipt.
Article 13.2.2 - Consequences of termination/end of the contract
The termination/end of the Contract immediately entails the cessation of the usage rights granted to the Client under this Contract.
MINDMETRICS will disconnect the Client's Identifiers and deactivate their Account.
Moreover, all amounts due by the Client to MINDMETRICS will become immediately payable.
In this respect, in case of unilateral termination of the Contract by the Client before the contractual term, the Client will pay MINDMETRICS a termination indemnity equal to the amounts remaining due until the end of the committed term. This indemnity is payable within 30 days following the notification by registered letter with acknowledgment of receipt of the unilateral termination.
The articles "Intellectual Property," "Confidentiality," "Liability," and "Personal Data" will remain in effect in case of termination of the Contract, for an additional period of 3 years unless otherwise stipulated or provided by law or regulation.
ARTICLE 14 - WARRANTIES
Each Party commits to the other and guarantees:
· That it has the power and authority to enter into the Contract and will ensure and maintain, throughout the relationship, all necessary authorizations for the performance of its obligations;
· That it holds or has been granted the rights allowing it to use all the intellectual property rights necessary to meet the obligations arising from the Contract;
· That it will perform its obligations under the Contract in accordance with all applicable laws and will demonstrate reasonable diligence and skills;
· That it will neither do nor omit anything that may cause the other party to breach any applicable law or regulation;
· That it will not disparage the other party;
The Client acknowledges that the Platform and associated Services have not been developed to meet their individual requirements and therefore commits to verifying their conformity with their own needs and constraints.
MINDMETRICS guarantees the Client peaceful enjoyment of the Platform and Services, this guarantee being enforceable only for the usage rights granted in Article 5.1.
ARTICLE 15 - FORCE MAJEURE
Any circumstances beyond the control of the parties, preventing the performance under normal conditions of their obligations, shall be considered as causes of exoneration from the obligations of the parties and shall lead to their suspension.
Neither Party shall be held liable to the other for the non-performance or delay in the performance of the Contract due to an act of God or the occurrence of an element constituting force majeure as defined by law and jurisprudence, including but not limited to, floods, fires, storms, transportation strikes, partial or total strikes, lockouts, interruptions of the electrical or telecommunications network, war, pandemic.
Under no circumstances shall the occurrence of a force majeure event suspend, delay, or prevent the payment of invoices relating to the provision of Services not affected by the event or that may be carried out after its occurrence.
The party invoking the above-mentioned circumstances must immediately notify the other party of their occurrence and their disappearance.
ARTiCLE 16 - GENERAL PROVISIONS
Article 16.1 - Partial invalidity
The annulment of one of the Contract's provisions shall not entail the annulment of the entire Contract unless the provision in question can be considered, in the spirit of the parties, as substantial and determining, and its annulment calls into question the general balance of the Contract.
In the event of annulment of one of the non-substantial provisions of the Contract, the parties will endeavor to negotiate an economically equivalent clause.
Article 16.2 - Waiver
The fact that one of the parties does not at any given moment require the full and punctual performance of any clause of the Contract shall not be construed as a waiver of the right to invoke these same clauses later or to exercise any right resulting from any breach of the Contract, unless expressly done in writing and signed by one of the parties.
Article 16.3 - Evidence
The parties agree and declare that SMS, emails, instant message exchanges, and any digital files communicated to them within the framework of the conclusion and execution of the Contract, constitute original documents admissible in court and have the same probative value as paper documents, provided that the person from whom they originate can be duly identified and that they are established and stored under conditions guaranteeing their integrity in accordance with Article 1366 of the Civil Code.
Article 16.4 - Indepandency of the Parties
The GTCs do not in any way confer upon MINDMETRICS or any of its team members the status of employee, agent, or representative of the Client. The Parties declare that the GTCs cannot under any circumstances be considered as constitutive of a moral entity or any legal entity, and that any form of “affectio societatis” is formally excluded from their relations.
ARTICLE 17 - APPLICABLE LAW - JURISDICTION
These GTCs are governed by French law.
The GTCs are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
In case of difficulty regarding the validity, interpretation, execution, or termination of the GTCs, the parties will endeavor to resolve their dispute amicably.
Failing an amicable agreement between the parties, and subject to mandatory public order provisions applicable in terms of jurisdiction, the dispute will be submitted to the Commercial Court of Rennes, which is expressly attributed jurisdiction, notwithstanding multiple defendants or third-party claims, even in the event of summary proceedings.
