SIDELY SAS, a simplified joint stock company. With registered office at 10 rue Euryale Dehaynin, 75019 Paris. With a capital of 11 450 euros. Registered in the PARIS Trade and Companies Register under number 878 468 941 00025. Represented by Mr. Arthur d'Achon, acting as Chairman.
Hereinafter referred to as "SIDELY". SIDELY is an IT publishing and development company that publishes the Sidely® software package, a hosted solution for managing action plans in SaaS mode ("Software as a Service" - Hosted Service Solution). SIDELY is a simplified joint stock company under French law.
The IT solution offered to the Customer includes access to and use of software and servers, licences and services, in particular for support services, processing and hosting of the Customer's data. To access the platform hosting the Sidely® solution, the customer uses computer and telecom networks, including access terminals, printing devices, software and Internet access. Within the framework of the Sidely offer, the customer is responsible for the proper functioning of his computer network, SIDELY ensuring the sole operability of its platform.
The customer designates in the general conditions of use the company using the Sidely solution.
The purpose of the CGUs is to define the General and Special Conditions of supply and access to the Sidely solution's services and facilities management services.
SIDELY provides the Customer with the Sidely hosted Solution (hereafter "the Solution") via an online Platform ("the Platform"). The service provided (hereinafter "the Service") includes access to and use of the Solution published by SIDELY, its maintenance and hosting as well as the management and processing of the data communicated by the Client. SIDELY reserves the right to develop the Solution or Platform with a view to constantly improving the Service. Generally speaking, SIDELY reserves the right to take and implement any technical decision aimed at improving the Service, subject to ensuring its continuity. In particular, SIDELY reserves the right to suspend any function or functionality with a 6 month notice period, or immediately in the event of security imperatives, legal requirements or system performance. The Client remains solely and exclusively responsible for providing an information system that meets the minimum configurations required to access the Service, including but not limited to the subscription of telecommunications services and Internet access supplies, as well as the existence and availability of the data required for the operation of the Solution.
SIDELY guarantees the confidentiality, integrity and security of the data communicated by the Client in the context of the use of the Solution. SIDELY undertakes to ensure the hosting of the Solution and the Client's data in dedicated centres offering limited and secure access servers that comply with the ISO/IEC 27001 standard. SIDELY undertakes not to alter, damage, illegally access or modify the data communicated by the Client outside of the processing by the Solution and for the purposes of the Service. SIDELY undertakes to implement all the technical means in accordance with the rules of art, necessary to ensure the logical and physical security of access to the Solution, as well as to the hosted data and to prevent any intrusion by unauthorised persons
. All data and information transmitted by the Client to SIDELY remains the exclusive property of the Client. The Client remains solely responsible for the content of the data and information. The Client undertakes to guarantee SIDELY of the rights and legality of the data and information communicated within the framework of the Service (in particular vis-à-vis any third parties), without creating any legal obligations for SIDELY towards the Client or any other third party. SIDELY rejects any obligation that may result from other agreements or separate licences that may apply to the Client's data.
The Client authorises SIDELY or its service providers to carry out problem detection operations aimed at preventing, identifying or resolving any difficulties relating to the operation of the Solution, but also for the improvement of functionalities, in particular to guarantee the security and protection of the Platform and the Service. SIDELY cannot be held liable in the event of a breach by the Client of fundamental security procedures and rules, or any behaviour on the part of the Client that may compromise the security and integrity of the Solution and the hosted data.
Similarly, SIDELY cannot be held liable in the event of a failure attributable to the Client's information system, its access provider or any other third party or service provider. In this respect, it is the Client's responsibility to put in place physical and software security measures (firewall, etc...) for its own information system to guarantee the security of its data.
Subject to the strict preservation of its confidential and anonymous nature, the Client authorises SIDELY to use and exploit the data communicated for processing, in particular for statistical, analytical or research purposes.
SIDELY grants the Client a right of access to the Solution and a non-exclusive right of use based on the number of users. SIDELY thus guarantees the Client personal and secure access to the Platform by assigning an identifier and an access code per user, which are strictly confidential, unique and personal. The Client remains responsible for the use of the allocated codes and identifiers and refrains from communicating or distributing them to third parties. Each code and identifier allows only one access and the Customer is prohibited from any simultaneous connection using the same code or identifier. The Client shall inform SIDELY as soon as possible and by any means in the event of loss or theft of its password. The Client is responsible for controlling access to the Service by its personnel and for ensuring compliance with the conditions of security, access and use of the Service.
The rights of access and use of the Solution and Platform do not extend to system tools, modules, software and hardware as well as to source codes, base platforms and database managers.
In the event of suspicious or doubtful use or access, SIDELY reserves the right to suspend the Service without prior notice, until the situation is restored.
The Client undertakes to use and access the Solution and Platform in accordance with the rules of use, without compromising the security and proper functioning of the Service. The Customer undertakes to respect and to ensure that all of its staff respect the provisions of these GCUs and more particularly the conditions of access and use of the Solution and Platform. The Customer is not authorised to reconstitute the logic of the Solution, to decompile it, disassemble it or circumvent its technical restrictions, to rent, lend, resell, transfer or concede the Solution, or to deactivate, divert or circumvent by any means the Service's billing mechanism.
The Client authorises SIDELY, as well as its subcontractors and service providers, to host, store, transfer and process the data and information communicated within the framework of the Service. The data provided by the Client will be hosted on servers located in the "Western Europe" zone and periodically backed up. In the event of exceptional technical needs or difficulties, backups may be provided without geographical limitation. Independently of the backups provided as part of the Service, the Customer remains responsible for the preservation of all of its data, by directly providing its own copies and backups. SIDELY shall not be held liable for any direct or indirect harmful consequences resulting from the loss, deterioration or destruction of the Client's data.
Within the framework of the use of the Solution and the Platform, nominative information of a personal nature may be collected. Where applicable, a person in charge of processing SIDELY's personal data will guarantee the Client the measures to ensure the physical and logical security of the files. SIDELY informs the Client that its data is recorded and is subject to a declaration to the Commission Nationale Informatique et Liberté in accordance with the provisions of Law No. 78-17 of 6 January 1978, for the purposes of the management and execution of the Services, as well as for the purposes of managing the commercial relationship. The Client has the right to access, modify, rectify or delete the data collected, by contacting SIDELY. With the exception of the Services which are the subject of these GTCUs, SIDELY shall refrain from transferring or disclosing the Client's personal data to third parties.
The Client undertakes to keep confidential and not to communicate to a third party any technical, commercial, administrative or financial information (in particular prices and invoicing of services) of which it may be aware, unless expressly authorised by SIDELY. The Client undertakes not to solicit the employment of or directly or indirectly (in particular through its subsidiaries) employ any of SIDELY's employees or service providers, even if such action is initiated by the latter. This prohibition will apply during the period of use of the Sidely solution and will survive 2 years following the expiry of the contract for whatever reason. In the event of failure to comply with this point, the Client will automatically owe SIDELY the cash payment of a penalty corresponding to the total amount of the fixed and variable salaries and wages including social security charges for the last 12 months of the person concerned. The Client authorises SIDELY to cite and use its name, logo or any other distinctive sign belonging to it, as a commercial reference, in accordance with commercial usage (brochures and leaflets, events, colloquiums, specialised publications, commercial documents etc.). For the purposes of providing the Service, SIDELY may freely outsource and subcontract certain services to subcontractors and service providers established in any other country, who are outsourcing professionals with the skills, resources and IT tools in accordance with the objectives of these CGUs, provided that they guarantee the same level of security, service and confidentiality.
SIDELY undertakes to take the utmost care in the accomplishment of its missions, including those relating to the Service. Its liability can only be engaged in the event of non-performance of its contractual obligations. In this respect, SIDELY's liability cannot be engaged in the event of non-performance of the Contract by the Client.
- Except in the event of gross negligence, SIDELY shall in no event be held liable for any indirect prejudice suffered by the Client which may arise, as a result of or on the occasion of the performance of this contract.
- Except in the event of gross negligence, SIDELY shall in no event be held liable for any indirect prejudice suffered by the Client which may arise, as a result of or on the occasion of the performance of this contract and its consequences. Indirect damages shall be understood to include, but not be limited to, loss of earnings or profits, data reconstitution costs, loss of opportunity, commercial damages, the consequences of complaints or claims by third parties against the Client, notwithstanding the fact that SIDELY would have been warned of the possibility of their occurrence.
In any event, SIDELY's liability, in the event of damage occurring to the Client, for any reason whatsoever and regardless of the legal basis invoked or upheld, except in the event of gross negligence on the part of SIDELY, all damages combined and cumulative, shall be expressly limited and may in no event exceed 100% (one hundred percent) of the annual amount invoiced to the Client for accessing and using the Service. The contractual reference amount is that corresponding to the amount as invoiced by the service provider during the 12 months preceding the occurrence of the event or, failing this, pro rata temporis to the time of execution of the contract before the occurrence of the event.
SIDELY's liability may not under any circumstances be invoked in the event that :
- use of the Service in a manner not authorised by this Contract;
- modification of all or part of the Service or of the Data and other information accessible via the Service not carried out by SIDELY or by one of the approved service providers designated by the latter;
- use of all or part of the Service when SIDELY, following a difficulty or for any other reason whatsoever, had recommended that its use be suspended;
- use of the Service in an environment or configuration that does not comply with SIDELY's technical prerequisites, or in connection with programs or data of third parties not expressly approved by SIDELY;
- loss of the Client's Data following the intervention of a third party service provider designated by the Client, where the Client has not taken the precaution of backing up its data prior to such intervention;
- the occurrence of any damage resulting from a fault on the part of the Client;
- the use, in connection with the Service, of programs not provided or endorsed by SIDELY and which are likely to affect the Services or the Client's Data.
This clause remains applicable in the event of nullity, termination or cancellation of this contract.
The rights of access and use of the Sidely® Solution do not entail any transfer of ownership to the Customer. Any use not expressly authorised by SIDELY is illegal (article L.122-6 of the Intellectual Property Code). All elements of the Solution and the Platform are subject to copyright and trademark legislation. The Sidely® Solution is the exclusive property of SIDELY. Any reproduction, representation or distribution, in whole or in part, of the elements of the Solution, in any manner whatsoever, is prohibited and constitutes an infringement. The Customer expressly refrains from transferring to a third party, even free of charge, the rights of access and use under these GCUs.
The rights of access to Sidely are neither assignable nor transferable except with the specific written agreement of the company SIDELY. In the event that any clause of these CGUs is declared null and void or inapplicable, this nullity will not affect the validity of the CGUs as a whole. The fact that SIDELY tolerates a situation shall not have the effect of granting the Customer any vested rights, and may not be interpreted as a waiver of the rights in question. SIDELY reserves the right to amend these General Terms and Conditions of Use at any time by publishing the latest amended version. Where applicable, the Client will be informed thereof and will be able to validate its possible acceptance of the new General Terms and Conditions. Refusal or failure to validate the General Terms and Conditions of Use will result in the suspension of the Service, without any indemnity or liability being incurred against SIDELY.
Unless SIDELY informs the Client via the Platform and by e-mail, any notification will be made by registered letter with acknowledgement of receipt at the registered office of the parties. Each Party will inform the other of any change or modification to the address of its registered office. These CGUs are governed by French law. The Customer releases SIDELY from any liability with regard to the application of specific laws and regulations governing its sector of activity, which are not generally applicable to IT service providers. The Client undertakes to comply with all laws or regulations applicable to its sector of activity. In the event of a dispute over the interpretation or execution of the provisions of these Terms and Conditions, the PARIS TRIBUNAL DE COMMERCE shall have sole jurisdiction, notwithstanding multiple defendants or third parties, even for emergency proceedings or for protective proceedings, in summary proceedings or by petition.
