General conditions of sale and use
These general conditions of use of the Crossprep Software (hereinafter the “General Conditions”) are concluded between the person designated in the online account (hereinafter, the “Client”) and Crossthink SAS, a public limited company with share capital of 1,000 euros, registered in the Grasse Trade and Companies Register under number 878 456 193, having its registered office at 1503 route des dolines in Valbonne (06560) (hereinafter, “Crossthink SAS”).
ARTICLE 1: OBJECT
The General Conditions define the terms of access and use by the Client of the Crossthink e-learning solution offered by Crossthink SAS (hereinafter the “Software”).
The Client wishes to provide online training modules including interactive knowledge tests, produced internally by its teams. The Customer approached Crossthink SAS and decided to subscribe to the Contract, after having understood all the functionalities offered by the Software. The Client acknowledges that he has received from Crossthink SAS any information on the Software that will enable him to determine the suitability of the Software for his needs. The Client is the sole contracting party of Crossthink SAS. He is responsible for the payments due under the Contract and for compliance with the Contract and the conditions of performance or non-performance thereof by himself and by the persons placed under his responsibility authorized to use the Software (hereinafter , the users “).
ARTICLE 2. LEGAL NOTICES
Host: this website is hosted by 1&1, having its registered office: 7 Place de la Gare 57200 Sarreguemines – under number 43130377500016
(Code APE 6311Z)
Company name: Crossthink SA with a capital of €1000 RCS Valbonne 87845619300019.
APE code: 7022Z Head office: 1503 route des dolines à Valbonne (06560) Main Office FR: 1503 route des dolines à Valbonne (06560)
Director of publication: Arnaud Cardinal
ARTICLE 3. OPENING OF THE ACCOUNT
The Customer must be a natural or legal person. Accounts created by robots or automatic methods are strictly prohibited. The Customer must provide his complete identity, a valid email address as well as all the mandatory information necessary for the creation of the online account. The Customer must create as many identifiers as there are Users. Each User will have a personal username and password. The identifier is personal and cannot be used by several Users.
ARTICLE 4. OBLIGATIONS OF CROSSTHINK SAS
Crossthink SAS undertakes to implement the means to ensure continuity and quality of access to the electronic platform hosting the Software during the usual opening hours in France, i.e. Monday to Friday, from 8 a.m. to 7 p.m. , Paris time, with the exception of French public holidays (the “Opening Period”).
Maintenance operations on the Software (hereinafter, the “Maintenance”) will be carried out daily outside the Opening Period. The Software may, where applicable, not be accessible during the Maintenance. Crossthink SAS will endeavor to notify the Customer of any Maintenance scheduled during the Opening Period at least forty-eight (48) hours in advance, except in particular in the event of an emergency.
Crossthink SAS will provide the Customer with the guarantee that the Software presents all the conditions and security measures in accordance with the rules of the art. The Customer’s personal data, collected during the use of the Software, will be kept on secure equipment in application of technical standards in accordance with the rules of the art and this for the duration of this Contract.
ARTICLE 5. CUSTOMER OBLIGATIONS
The Customer declares and guarantees that he is familiar with the characteristics and constraints of the Internet, the response times for consulting, querying or transferring information. The Customer declares to be informed of the security measures put in place by Crossthink SAS, but acknowledges that due to the characteristics of the Internet, security is analyzed for Crossthink SAS in an obligation of means. In particular, Crossthink SAS cannot be held responsible for the unavailability of the Software due to the actions of its service providers.
Crossthink SAS declines all responsibility for the reliability, sincerity, accuracy or relevance of the information made available through the Software by the Client and the Users. The Customer is solely responsible for the aforementioned information with respect to third parties. Consequently, the Client guarantees Crossthink SAS against any claim or action by a third party based on this information and will indemnify Crossthink SAS against all consequences (damages, costs, including lawyers’ fees, etc.) or any condemnation pronounced for the benefit of said third parties against Crossthink SAS by an enforceable court decision. The Customer undertakes, for himself and the Users, not to pursue illegal objectives, download, transmit or distribute viruses, content unlawful, malicious, deceptive, infringing morality, third parties or their rights, or encouraging the pursuit of illegal activities, not to interfere with or interrupt the Software, servers or networks connected to the Software. Crossthink SAS does not check the validity or legality of the data entered or accessed by the Client and of the activities carried out by the Client through the Software. The Customer is responsible for his data, for any content that he or the Users distribute(s) or for the use that he and the Users make of the Software and more generally for compliance with the regulations by the Customer and the Users, and guarantees Crossthink SAS against any claim by a third party in this respect and will indemnify Crossthink SA for the consequences (damages, convictions, costs, including legal and legal costs, etc.) of such a claim. It is the Client’s responsibility to ensure that he has the hardware, software and means enabling him to use the Software. The Client undertakes not to modify, reproduce or pirate the Software and/or not to modify or create another website in order to mislead potential customers and lead them to believe that this website is associated with the Software. The Customer agrees not to reproduce, duplicate, copy, sell, resell, or exploit all or part of the Software or the use of the Software or access to the Software. The Customer undertakes not to transmit any virus or other code likely to cause malfunctions of the Software or to damage it. The Customer confirms to be interested in the use of the Software for the training of its employees, partners or customers. Customer shall not use the Software to test its performance and functionality for the purpose of offering competing services. If Customer’s bandwidth usage exceeds 300 MB/month, or significantly exceeds average bandwidth usage ( determined by Crossthink SAS) of other Crossthink SAS customers, Crossthink SAS reserves the right to immediately deactivate the Customer’s account until it reduces its bandwidth rate.
In the event of non-compliance by the Client or a User with any of the obligations incumbent on them individually or collectively, Crossthink SA reserves the right to suspend access to the Software, after an email informing the Client of such suspension. This option of suspension is without prejudice to Crossthink SAS’s other remedies and in particular its right to terminate the Contract.
ARTICLE 6. DURATION OF THE TRIAL PERIOD
The Contract is concluded without a trial period.
ARTICLE 7. TERMINATION
In the event of breach by the Customer of any of its obligations which would not be remedied within eight (8) days of receipt of a formal notice sent by registered letter with acknowledgment of receipt , Crossthink SAS may automatically terminate the Contract, without prejudice to the other remedies available to it.
The termination of the Contract may occur in the event of non-payment of an amount due under the Contract, not settled eight (8) days after formal notice, to this effect, without prejudice to the damages to which Crossthink SAS could claim. in the event of late payment of an invoice associated with the use of the Software, Crossthink SAS reserves the right to suspend access to the Software. All sums paid to Crossthink SAS by the Client on the date of termination of the Contract shall remain acquired and Crossthink SAS shall be entitled to demand immediate payment of any sum invoiced or remaining to be invoiced under the Contract.
ARTICLE 8. FINANCIAL CONDITIONS
On the date of subscription, (the “Subscription Date”), the Customer must pay in advance the price allowing the use of the Software for the month to fall. The price is calculated on the basis of the number of registered Users on the Subscription Date. An adjustment will be made for Users who have been registered between the Subscription Date and the date of the first following invoicing.
Invoicing takes place each month, on the day of the Subscription Date, based on the number of Users registered on that date. A regularization will be carried out for the Users who will have been registered between this date and the date of the first following invoicing. Crossthink SAS reserves the right to revise the price of access to the Software by notifying the Customer by email via the administrator account. This new tariff will take effect two (2) months after this notification, the Customer having the right to terminate the Contract during this period under the conditions provided for in Article 5 – Duration. The continuation of the Contract will be worth acceptance of the new tariff. Any invoice is payable within five (5) days of its date of issue. Without prejudice to the other remedies available to the parties, failure to pay an invoice on its due date relating to the use of the Software will automatically entail, in addition to its immediate payment, the invoicing of late payment interest calculated on the basis at a rate equal to five times the legal interest rate applied to the sums remaining due from the due date. Insofar as Crossthink SAS would have to entrust the recovery of its debt to a third party, the Customer would be liable, in addition to the aforementioned late payment interest, for the reimbursement of costs and fees incurred for recovery.
ARTICLE 9. CONTRACT MANAGEMENT
Crossthink SAS will communicate with the Client by email via his administrator account. The Customer will use his administrator account to communicate to Crossthink SAS the list of Users authorized to access the Software.
The Client is automatically responsible for the acts of the Users with regard to Crossthink SAS and with regard to third parties, including the acts of representation of the Client related to the execution, non-execution or modification of the Contract or of the Software, notified by Crossthink SAS by email to the Customer or accepted by a User, who is, in accordance with the Contract, deemed to be acting in the name and on behalf of the Customer. In the event of modification of the general conditions of use of the Software by Crossthink SAS , each modification will automatically form an integral part of the Contract as of one or other of the events referred to in the preceding paragraph.
ARTICLE 10. INTELLECTUAL PROPERTY AND OWNERSHIP OF HOSTED DATA
The Customer retains full ownership of the data it hosts on the platform. Crossthink SAS reserves the right to duplicate them for hosting and backup purposes.
All copyrights, trademarks and other intellectual property rights (whether registered or not) as well as any other property rights or other rights relating to the Software, the interfaces and specific developments arising therefrom for the purposes of integration into the Client’s information system, the user guides and related documentation (hereinafter together referred to as the “Rights”) are and will remain in all circumstances the exclusive property of Crossthink SAS or its licensors. The Client shall be exclusively responsible for the direct and indirect consequences of the intervention of a third party or a User on the Software and shall indemnify Crossthink SA for all consequences (damage, costs, including lawyers’ fees, etc.) and any resulting condemnation, including with regard to third parties, pronounced by an enforceable court decision, without prejudice to the other remedies and indemnities from which Crossthink SA would benefit. S in accordance with the Contract.Data published by the Client: the Client reserves Crossthink SAS the right to publish, duplicate, copy, use and retain the data publicly displayed by the Client through the functionalities of the Software.
ARTICLE 11. RIGHTS OF THIRD PARTIES
Crossthink SAS guarantees that it has all the rights necessary for the Customer to have access to the Software, provided that the Customer uses this access in accordance with the provisions of the Contract. Crossthink SAS guarantees the Customer against any action for infringement due to the use of access to the Software in accordance with the Contract and will indemnify the Customer against any judgment pronounced against it on this basis resulting from a court decision that has become final.
In the event of a ban on using all or part of the access to the Software, Crossthink SAS also undertakes, at its option and at its expense, either to obtain the right for the Customer to continue to use the access to the Software, either to replace the Software concerned by an equivalent application, or to modify the Software concerned so that it is no longer infringing. If, at the sole discretion of Crossthink SAS, none of the three solutions above were feasible or financially relevant, Crossthink SAS undertakes to reimburse the Customer for any sum already paid during the month preceding the event giving rise to the damage. This guarantee does not include any element provided by the Customer or data accessible via the Software, but which does not constitute one of the elements provided by Crossthink SAS to the Customer and is exclusive of any other recourse against Crossthink SAS. Should the Customer be informed of any case of infringement of the Software, he undertakes to immediately notify Crossthink SAS, which will remain solely responsible for the defense of his rights.
SECTION 12. SECURITY
Access to the Software will be done remotely, via the Internet, in the form of “Service as a Software” or SaaS.
The use of identifiers and passwords (hereinafter, the “Access Codes”), which will be communicated by Crossthink SAS to the Customer, will be necessary to access the Software each time they connect. The Customer is solely responsible the preservation, security and integrity of the Access Codes communicated by Crossthink SAS to the Client or a User and undertakes to notify Crossthink SAS of any loss or misuse of the Access Codes, as soon as possible and by any means, provided that this loss or misuse is confirmed to Crossthink SAS without delay by registered letter with acknowledgment of receipt. Until Crossthink SAS receives such confirmation by registered mail with acknowledgment of receipt, any action performed by a User on the Software will be deemed to have been performed by the Customer and will be the Customer’s sole responsibility with regard to Crossthink. SAS and third parties. Crossthink SAS reserves the right to suspend access to the Software in the event of legitimate suspicion of fraudulent use or attempted fraudulent use of the Software. Crossthink SAS will inform the Customer as soon as possible of such an occurrence.
ARTICLE 13. GUARANTEES
The parties acknowledge that, despite the high level of security standards implemented by Crossthink SAS:
- The data transmitted by the Internet pass through independent electronic communication networks having various characteristics and capacities and which are sometimes overloaded,
- The Internet is an open network and, therefore, the information transmitted by this means is not protected against the risks of misappropriation, fraudulent, malicious or unauthorized intrusion into the Customer’s information system, hacking of unauthorized extraction or alteration of data, system programs and files, contamination by computer viruses, and
- It is the Customer’s responsibility to take all appropriate measures, including raising awareness and controlling the activities of its Users, in order to protect their information system and their data against contamination by viruses and unauthorized intrusion attempts by third parties.
Accordingly, the Customer uses access to the Software at its own risk.
The Client declares and warrants to Crossthink SAS that all operations carried out by it, including the Users, directly or indirectly through the Software, will comply with the legislation applicable to its activities and with the Contract.
ARTICLE 14. RESPONSIBILITY
Crossthink SAS can only be held liable for its own acts under the Contract and cannot be held liable for any consequential damages that may arise from the use of the Software, including loss of profits, image, clientele, activity, reputation or expected gain, time spent by employees or service providers or loss of opportunity.
Crossthink SAS cannot be held responsible for content of any kind whatsoever, provided or made accessible by the Client and the Users, through the Software (hereinafter, the “Content”). The Client grants Crossthink SAS a non-exclusive license on the Contents, relating to their use, their reproduction and the exploitation of the related rights, including the modifications and translation, on any support for all the legal duration of protection of the Contents. Crossthink SAS guarantees the Client that the Client’s Content will under no circumstances be sold and/or transferred to a third party. The Customer acknowledges and guarantees that he holds the necessary and sufficient rights to the Content. The Customer cannot guarantee Crossthink SAS against any claim or action by third parties relating to the Content. The Client shall indemnify Crossthink SAS for all consequences (damages, costs, including lawyers’ fees, etc.) or any condemnation pronounced for the benefit of the latter against Crossthink SAS by an enforceable court decision. The Client guarantees to Crossthink SAS that the Content is legitimately and legally put online and not contrary to morality and the rules of public order applicable to the Content and to the Customer’s activities, and does not infringe the rights of Crossthink SAS or third parties. The Client grants Crossthink SAS an exclusive license to use this Content for the purposes of performing this Agreement. The Customer cannot guarantee Crossthink SAS against all the harmful consequences resulting from the Content made accessible by the Customer or the Users via the Software. In addition, Crossthink SAS cannot be held responsible for the transmission or the quality of transmission of the data, the quality and availability of the data transmission networks or interruptions of service, blockages or interruptions of the means of transmission and means of telecommunication or the inaccessibility of the Software due to Maintenance, malfunction of the Customer’s equipment or electronic communication networks. Crossthink SAS cannot be held liable for consequential damages. Consequential damages will be considered as consequential damages, in particular costs, including lawyers’ fees. provided that legal action has been taken against him within thirty (30) days of receipt of the invoice covering the period of occurrence of the event giving rise to this liability and cannot exceed, all causes combined, a amount equal to one thousand (1,000) euros. The ceiling of one thousand (1,000) euros will be set aside in the event of fraud or gross negligence by Crossthink SAS. a sum resulting from the Contract and due for payment.
ARTICLE 15. FORCE MAJEURE
The Parties shall not be liable if it is impossible to perform the Contract due to a case of Force Majeure, as defined by French case law. In addition, will be treated as cases of Force Majeure for the purposes of the Contract, any act of terrorism, war, foreign or civil, earthquake, aircraft or plane crash, fire, flood, storm or any state of natural disaster, strike external to the party invoking the case of Force Majeure, degradation, suspension or alteration of a means of electronic communication used within the framework of the services energy restrictions, governmental, legal or regulatory restrictions, and more generally any facts or events beyond the control of Crossthink SAS preventing the normal performance of the Contract.
In the event of extension of a case of Force Majeure beyond thirty (30) consecutive days, each Party shall have the right to terminate the Contract by notifying the other Party by registered letter with acknowledgment of receipt.
ARTICLE 16. NOTICES
Unless otherwise provided, all notices and communications to be delivered to a Party by email through the Customer’s administrator account. Any Party may modify its contact details by notifying the other Party pursuant to this Article.
ARTICLE 17. CONFIDENTIALITY
The Parties undertake not to use and to preserve the confidentiality of the information they may receive regarding the other Party, of all documents and information exchanged between them under the Contract, except for the strict needs of the performance of the Contract. This obligation will survive the end of the Contract for any reason whatsoever for a period of two (2) years.
This obligation of confidentiality and non-use will no longer apply in the event that the information and/or documents come to fall or have fallen into the public domain through no fault of the Party that received them, or in the event that a Party is required to respond to a court order or a request for disclosure from a public authority empowered by law, subject to informing the other Party so that the latter can present its arguments with a view to s object to such disclosure.
ARTICLE 18. PROOF
The Parties agree that all data, information, files and any other digital element exchanged between the Parties will constitute admissible, valid, enforceable evidence and have the probative force of a private deed.
The Parties undertake not to contest the admissibility, validity, opposability or probative force of the aforementioned elements of nature or in electronic format, on the basis of their electronic nature. Unless proven otherwise, these elements will be valid and enforceable between the Parties in the same way, under the same conditions and with the same probative force as any document that would be drawn up, received or kept in writing. The provisions of this paragraph apply in particular to the notification by Crossthink SAS to the Client of modifications to the Contract or to their acceptance by a User under the conditions referred to in ARTICLE 8 “Management of the Contract” above. The provisions of the paragraph above do not apply to notifications between the Parties provided for by registered mail with acknowledgment of receipt.
ARTICLE 19. PERSONAL DATA
Access to and use of the Software may result in the collection and processing of personal data, the use of which is subject to the provisions of applicable data protection laws. Crossthink SAS guarantees to the Customer that the personal data relating to the Customer will only be disclosed to the persons in charge of the use of the Software. Crossthink SAS guarantees the Client that the personal data relating to the Client and for which Crossthink SAS is the processing manager will not under any circumstances be sold and/or transferred to a third party.
The Customer undertakes to inform the Users concerned and the persons whose data is entrusted to Crossthink SAS within the framework of the Software subscribed to, of the fact that they have a right of access to their personal data and to the rectification of such data. ci, which can be exercised with Crossthink SAS under the conditions provided for by law. In addition, the use of the Software may involve the use of “cookies”, which are essential for the operation of the Software.
ARTICLE 20. MISCELLANEOUS PROVISIONS
The fact that Crossthink SAS does not exercise its rights under the provisions of the Contract cannot be interpreted as constituting a waiver of these rights.
Each of the Parties undertakes, during the term of the Contract and two years after the end of the Contract for any reason whatsoever, not to recruit or attempt to recruit personnel from the other Party, except with the prior written consent of the other Party. In the event of a breach, the offending Party undertakes to pay the other Party, without prejudice to the other remedies available to it, compensation equal to the amount of the gross wages received during the twelve (12) months preceding the departure of the staff concerned. Except with the prior written consent of the other Party, each Party is prohibited from assigning or transferring to a third party all or part of its rights or obligations arising from the Contract. The Client acknowledges and accepts that Crossthink SAS may use subcontractors and use agents for the purposes of the execution of the Contract. If any provision of this Contract is or becomes illegal, void or unenforceable, this will not affect the validity or the opposability of another provision of Cont rat.This Agreement replaces all prior and contemporaneous agreements, conventions, incentives and conditions, express or implied, verbal or written, of any nature whatsoever, with regard to its subject matter.This Agreement is subject to French law , which will also govern its interpretation and application. The Commercial Court of Paris will have exclusive jurisdiction to hear all disputes arising from the Contract and its amendments, including, without being limited to, with regard to its existence, its validity, its interpretation, its execution and/or its termination as well as all consequences resulting therefrom, notwithstanding plurality of defendants, appeal in guarantee or summary proceedings.