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Terms of Service
Preamble
The KLARYS platform (the "Platform") provides a workspace for a seafood supplier (a "Supplier") to join or create an integrated professional digital space, inventory management and transparent business activity and shared with the stakeholders of the various commercial and logistics ecosystems in which it participates (the “Ecosystems”). The Platform is published by Procsea SA, a simplified joint-stock company with capital of €1,344,560.00, whose registered office is located at 4 rue Jean Lemaistre – 35000 Rennes, France, registered under number 820 559 110 RCS Rennes (“ KLARYS”). It is accessible from the website whose address (URL) is www.klarys.io (the “Site”). The service provided by KLARYS is strictly limited to the provision of the Platform, which must be used in accordance with these
General Conditions of the KLARYS Platform
The different parties (wholesalers, buyers, carriers, suppliers or other professionals) to which an organizer takes the initiative of giving access to the Platform (the “Promoter”) constitute an Ecosystem. A Promoter may organize several Ecosystems. The Promoter who constitutes an Ecosystem, as well as the professionals he invites to join the said Ecosystem by giving them access in accordance with Article C (Access to the service) below, are referred to as the "Users" or “Partners”.
The Platform makes it possible in particular to track and control the origin of the seafood products marketed within each Ecosystem ("Products"), as well as possibly, as and when they become available, the following functionalities: their storage, their storage or delivery, the exchange of consents between Users, invoicing, payments, import or export or any other operation or provision of services "(the "Services") relating directly or indirectly to the transfer Products, free of charge or against payment, between Users. All these operations are carried out by the latter, under their sole responsibility and in accordance with the rules and conditions set out in the Operating Rules of the Ecosystem issued by the Promoter to which all Users of an Ecosystem declare and acknowledge compliance.
IN ORDER TO USE THE SERVICE, THE PROMOTER AND ITS PARTNERS MUST SUBMIT THEMSELVES WITHOUT CONDITION OR RESERVATION TO THESE TERMS AND CONDITIONS OF USE (THE “TERMS”). THIS ACCEPTANCE IS MATERIALIZED BY A VALIDATION CLICK DURING REGISTRATION ON THE SERVICE. BY ACCEPTING THE TERMS, A CONTRACT IS FORMED BETWEEN KLARYS ON THE ONE PART AND THE USER ON THE OTHER.
The Conditions stipulate the conditions of access to the Site and use of the Platform offered by KLARYS. We invite you to read them very carefully.
The Conditions are applicable to the Promoters as well as to all its Partners. Access to the Service may be refused, suspended or terminated for any Promoter or Partner who does not comply with the Conditions. Such refusal, suspension or deletion may take effect immediately, without the need for prior notification. If You disagree with all or part of the content of the Terms, You must immediately leave the Platform and stop using the Service. Your use of the Platform constitutes unconditional acceptance of the Terms. You therefore acknowledge that you have read and accepted the Conditions without reservation, when you register on the Site. KLARYS acts as a transparent intermediary for Users.
As such, KLARYS' sole role is to promote collaboration between professional members of the Ecosystems through the Site and the Platform. The purpose of this collaboration is to promote the fluidity of commercial exchanges of Products and Services within the Ecosystems. From a contractual point of view, the User whose Product or Service is purchased by a Buyer and said Buyer therefore contract directly with each other. As such, the Sellers carry out a sales activity whose income is taxable and which must be declared to the competent authorities.
Under no circumstances may KLARYS be held responsible for a false or misleading declaration, or for the absence of a declaration. It is up to each Professional to obtain and maintain the appropriate tax and social status which will allow him to sell a Product or a Service and to collect the Price in accordance with the rules of law applicable in France. The invoice, if issued by KLARYS, would be issued in the name and on behalf of the Seller whose Product or Service is sold, within the framework of an invoicing mandate. Under no circumstances will it be issued by KLARYS for its own account. In the event that the User has not given an invoicing mandate to KLARYS, it will be up to the said User to issue, under his name and for his own account, an invoice to the Purchaser. In this context, KLARYS acts solely as a technical platform for networking and in the sole interest of Professionals. KLARYS does not intervene in the contract concluded between the various parties and/or third parties, and therefore cannot be considered a party to said contract. The rules relating to the billing mandate appear in article E (Billing Mandate) below.
The Conditions are and remain applicable from your first use of the Services provided on the Site or by the Platform. Please read these Terms and make sure you understand them. By using the Services, you agree to be bound by these Terms. If you do not agree to the terms of these Terms, do not use the Services. We invite you to check these terms regularly, knowing that each use of the Services is subject to the version of the Terms then in force. KLARYS reserves the right to modify or supplement these Conditions at any time and without prior notice. It is up to Users to regularly consult this page in order to be aware of any changes and new information provided.
Also, you may not access the Service if you are our competitor, unless we have given our prior written permission. Further, you may not access the Service for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
The User may at any time consult the Conditions on the Site and the Platform, reproduce them, store them on his computer or on another medium, send them to himself by e-mail or print them on paper so as to keep them.
Article 1. Definitions
The terms mentioned below have the following meaning in these GTCSU:
"Purchaser" means any User who purchases a Product or a Service within the framework of an Ecosystem on the Platform.
"Order Form" means the Order Form issued by KLARYS and accepted by a Promoter to allow the latter to access the Platform and the Ecosystems.
“Account” the virtual space assigned to each User of the Platform when registering. This virtual space is accessible by entering the User's Identifiers.
"User Data" means the billing data or other information that has been entered by the User, as well as, where applicable, the Geolocation data of the Parties transmitted to KLARYS by the Users' Smartphone or Digital Tablet, for the purpose of use the Services or to facilitate the use of the Services. "Documentation" means the documents that KLARYS makes available to Users via the Site or the Platform or at any other web address or by email, and which, in particular, describes the Services and the related instructions for use.
"Ecosystem" means together the Promoter and the Partners that the Promoter has invited to integrate transparent and shared collaboration, inventory management and commercial activity with regard to the various stakeholders.
“Geolocation” designates a technology making it possible to determine the location of a User with a certain precision, based on the GPS system or on the communication interfaces of a Smartphone or a Digital Tablet.
"Identifiers" means the User Data entered when creating an Account, allowing the identification of a User to be validated.
“Business day” means a day which is not a Saturday, a Sunday or a public holiday in France. “Software” means the online software applications that We provide as part of the Services.
"Principal" means the Professional who has given an invoicing and collection mandate to KLARYS in accordance with the terms of article E below.
“Agent” designates KLARYS who has received an invoicing and collection mandate from a Professional in accordance with the terms of article E below.
“Nomenclature” means the list and characteristics of the Products and Services that may be the subject of commercial transactions between Buyers and Sellers on the Platform, published and updated by KLARYS and appearing on the Site and the Platform.
“Our” or “We” means KLARYS.
"Partner" means the Professional, invited by a Promoter to integrate into an Ecosystem, who opens an Account on the Platform.
"Parties" means the Users on the one hand and KLARYS on the other hand.
"Platform" refers to the "KLARYS" Platform, downloadable and executable from the operating system of a fixed or mobile electronic device, such as a computer, Smartphone or Digital Tablet that allows an Internet connection.
"Services" means the services relating to the Products, such as fishing, conservation, logistics, covered by the Nomenclature in force on the Platform.
"Price" means the price to be paid by the Purchaser to acquire the Products and/or the Services, in accordance with the prices excluding VAT indicated on the Site. “KLARYS” refers to Procsea SA, a simplified joint-stock company with capital of €1,344,560.00, whose registered office is located at 4 rue Jean Lemaistre – 35000 Rennes, France, registered under number 820 559 110 RCS Rennes.
“Products” refers to seafood products, covered by the Nomenclature in force on the Platform.
"Professional" means the User (wholesaler, buyer, carrier, supplier or other professional), natural or legal person, who regularly carries out a commercial, industrial, craft or liberal activity in the marketing of Products and/or Services and who has the necessary professional qualifications for this purpose.
"Promoter" means the Professional who takes the initiative to invite his Partners to join an Ecosystem by opening an Account on the Platform
“Rules of Operation of the Ecosystem” designates the body of rules enacted by a Promoter to govern the relations between itself and the various Partners within an Ecosystem.
“Service” means the service of access to Ecosystems offered by KLARYS to Users, described in article D of these Conditions.
“Site” means the website https://www.klarys.io created and operated by KLARYS.
“Smartphone” designates the mobile electronic device which provides communication functions, such as telephony or access to the Internet network, and most often in its computer or multimedia functions.
"Digital Tablet" means the mobile electronic device that provides communication functions such as access to the Internet, and most often in its computer or multimedia functions.
"User" or "You" or "Your" refers to any person who connects to the Site or the Platform and accesses the Service by creating an Account and becoming a Buyer or Seller within Ecosystems.
"Seller" means the seafood supplier who has sold a Product or Service as part of an Ecosystem on the Platform.
"Virus" means any item or device (including any software, code, file or program) that may: prevent, interfere with or otherwise impair the operation of any computer software, hardware or network, service, equipment or network telecommunications or any other service or device; prevent, interfere with or otherwise compromise access to or operation of any program or data, including the reliability of any program or data (whether by modifying, altering or deleting the program or data by whole or in part or in any other way); or compromise the user experience, including worms, Trojan horses, viruses and other similar items or devices.
2. Section headings do not affect the interpretation of these Terms.
3. Any reference to a company includes a reference to any other type of company or legal person, regardless of its place and method of incorporation or establishment.
4. Words in the singular include the plural and vice versa
5. Any reference to one genre implies reference to the other genre.
6. Any reference to any law or statutory provision shall mean that law or statutory provision as then in force, taking into account any amendment, extension or re-enactment, and shall include any enactment derived therefrom, such as in effect at the relevant time.
7. Any reference to written form includes facsimile but not e-mail.
8. Any reference to articles means the articles of these Conditions.
Article 2. Object
1. The purpose of these Conditions is to define the conditions under which the Promoters and their Partners can constitute and access Ecosystems by means of the Platform.
2. As a condition of using the Site, Platform and Services, you represent and warrant that:
a. you are 18 years of age or older. If You are under 18, You may use the Service only under the supervision of a parent or legal guardian. By using the Service, You guarantee that you are of legal age and that you have full legal capacity. You also warrant that you are a Professional, duly registered and approved as such by the competent authorities;
b. you use the Services as a Professional and not as an individual, and you declare and guarantee in this context:
i. hold the minimum level of professional qualification and, if necessary, the academic titles required to practice the profession which you state when you register for the Service, your position as Promoter, Buyer and/or Seller, as well as on the occasion of any subsequent modification of your Account;
ii. if you are a Buyer and/or Seller, that you are a professional Buyer and/or Seller, duly registered and approved as such with the competent authorities.
iii. you have full and complete ownership of the Products and/or Services that you market (or the written agreement of the Owner to offer the Product and/or the Service on the Platform) and that you have full legal capacity to put the Product and/or the Service on sale;
iv. that applicable law does not prohibit you from providing and/or using our Services; you have all the rights and authorizations necessary for the purchase or sale of the Products as well as for the performance of the Services as usual;
v. have taken out a “civil liability” insurance policy covering in particular your civil liability in the context of your Services and the purchase or sale of the Products as well as any damage likely to be committed by you to the Client and third parties, the responsibility of KLARYS can in no case be called into question because of an attack on the Customer and third parties;
c. you will not attempt to use the Services with crawlers, robots, crawling or data extraction tools or any other means tending to the same ends;
d. your use of the Site, Platform and Services will at all times comply with these Terms; e. you will only transact in accordance with the letter and spirit of these Terms;
f. you have the right to provide all information that you transmit through the Site and the Services, and such information is accurate, true, current and complete; And
g. you will update and correct the information you have submitted through the Site and the Services, and ensure its accuracy at all times (outdated information will invalidate your account).
3. Subject to your compliance with the terms set forth in these Terms, we hereby grant you a non-exclusive, non-transferable right to use the Services.
4. During your use of the Services, you agree not to, and not to allow Users or third parties to, store, distribute, transmit or access any Viruses, files or documents that: a. are unlawful, harmful, threatening, defamatory or obscene, invasive of rights or harassing, or offensive to any race or ethnicity; b. facilitate illegal activity; vs. depict sexually explicit images; d. encourage unlawful violence; e. discriminate on the basis of race, gender, color, religious belief, sexual orientation, disability or any other illegal activity; or f. harm any person or place.
5. You agree not to, and you will not allow Users or third parties, except to the extent permitted by applicable law not subject to exclusion by agreement of the parties, to: a. attempt to copy, modify, reproduce, create derivative works of, frame, imitate, republish, upload, display, transmit or distribute all or part of the Software, in any form, medium or means; or b. ii. attempt to decompile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Software; or c. access all or part of the Services for the purpose of developing a product or service that competes with the Services or the Platform; or d. use the Services to provide services to third parties, except as expressly stated on the Site; or e. license, sell, rent, lease, transfer, assign, distribute, exhibit, disclose or otherwise exploit the Services for any commercial purpose, or otherwise make them available to any third party except you. same or Authorized Users; f. attempt to obtain, or assist third parties to obtain, access to the Services and/or Documentation, other than as provided in this Section C; g. use the Services in a non-Professional setting.
6. You must not use the Service:
(i) in a way that would cause, or would be likely to cause, interruption, damage, or impairment of the Service, or (ii) for a fraudulent purpose, or in connection with a crime or an illegal activity, or (iii ) with the aim of causing disturbances, nuisances or causes of anxiety.
7. KLARYS reserves the right to refuse access, close an Account, remove or edit content if you are in violation of applicable laws, these Terms of Use or any other terms, conditions, guidelines or KLARYS policy. 4 8. The User who is a natural person who uses the Service on behalf of a legal person declares and guarantees that he has all the powers and qualities to validly bind the said legal person and, in particular to offer a Product on the Site, validly issue Offers or make sales. If necessary, the User who is a natural person is fully aware that he will be personally, directly and fully committed by the use he makes of the Service, and that he will assume all the consequences, in particular with regard to other Users, Third Parties or KLARYS. 9. You must use all reasonable efforts to prevent unauthorized access to or use of the Services and, in the event of unauthorized access or use, notify us as soon as possible. . 10. KLARYS strives to ensure the availability of the Site and/or the Platform 24 hours a day, 7 days a week. However, it may happen that access to the Site and/or the Platform is interrupted, particularly in the context of maintenance operations, upgrades or updates, emergency repairs, or as a result of circumstances beyond the control of KLARYS. KLARYS undertakes to take all reasonable measures to limit these disruptions, insofar as they are attributable to it. 11. The User acknowledges and accepts that the Platform and the Site are provided by means of the Internet and/or mobile networks and, therefore, that factors beyond the reasonable control of KLARYS may affect the quality and availability of the Platform and the Site. By using the Platform and the Site, the User accepts all the risks and characteristics inherent in the use of mobile terminals and the Internet, in particular the possible technical malfunctions of the Internet and mobile telephony networks preventing the smooth running and/or functioning of the Platform and the Site, computer bugs, anomalies and/or technical failures, transmission times, data loss and the risk of hacking. Consequently, KLARYS cannot under any circumstances be held liable with regard in particular to: the availability, timeliness, security, and quality of all or part of the Platform and the Site, of any software or application associated or any other product, service or information obtained through the Platform or the Site. Under no circumstances will KLARYS be held liable for direct or indirect loss or damage, of any nature whatsoever, resulting from the use and/or downloading of the Platform and the Site, or any of their elements, by the User. Furthermore, KLARYS shall not be held liable at any time for the poor execution or non-execution of a purchase or sale of Products or a Service, in particular in the event of an accident or other damage caused (accident physical, material damage among others) to a User or to third parties. The definition and execution of the Service are the exclusive responsibility of the Users. It is up to the Users to comply with all the applicable rules of law and, in particular, to proceed, under their sole responsibility, with all declarations and all payment of charges, taxes or duties. In providing the Service, KLARYS is only bound by a simple obligation of means and in no way by any obligation of result. Users are reminded that in its capacity as content host and in accordance with article 6 of the Law for Confidence in the Digital Economy (LCEN: law n° 2004-575 of June 21, 2004), KLARYS has the obligation to:
● Hold and store data that would enable the identification of any person who contributed to the creation of content distributed via the Site and the Platform, the judicial authorities being able to require the communication of said information.
● Remove stored or retained information, or make access to it impossible, as soon as KLARYS becomes aware of its manifestly unlawful nature.
Article 3. Access to Services
1. Opening of Promoter accounts. Upon acceptance of the terms and conditions of the order form issued by KLARYS and of the present terms and conditions, the Promoter may open an Account and an Ecosystem from the Platform's administrator interface. The administrator interface is also used to edit and customize the Ecosystem Operating Rules applicable to each Ecosystem, and to invite Partners to join the Ecosystem in question by opening an Account.
2. From a single Account, a Promoter may create as many Ecosystems as necessary.
3. The opening of an Ecosystem is conditional upon the establishment of Ecosystem Operating Rules. These must be accepted by all Partners joining the Ecosystem in question when they open their User account.
4. Opening of User accounts. In addition to acceptance of these Terms, access to the Service is subject to opening an account on the Site. To do so, You must provide the data required for identification. When opening an account, You agree to provide accurate information and to inform KLARYS without delay of any changes to this information, using the contact form.
5. The procedure to benefit from the Service offered by KLARYS is as follows:
. The User creates an Account on the Site to become a member of an Ecosystem. Where applicable, Suppliers may invite their Partners to become members of one or more Ecosystems and open a single account on the Site. Registration is free of charge.
ii. The User must be a Professional. He/she provides information describing his/her identity, qualifications and expertise (including in particular the following information: Last name, first name, e-mail address, telephone number, professional registration number, VAT number, as well as the Services offered (The Professional checks off the Products he buys or sells and the Services he performs, as the case may be, which are visible on the Site). He may upload photographs in the format and definition indicated on the appropriate page. The User must comply with the identity verification procedure set up by KLARYS.
iii. The User provides KLARYS with information concerning his/her identity, address and bank details.
iv. To use the Service, you must use the Identifier and password created when you opened your account. The User undertakes not to use an Identifier that is abusive, contrary to public order or morality, infringing the rights of third parties, laws and regulations or the KLARYS image. The User shall not, for example, adopt an Identifier that infringes a registered trademark, a company name or any data that is directly or indirectly nominative.
v. The User undertakes not to create or use Accounts other than the one initially created, whether under his own identity or that of a third party. Any deviation from this rule must be explicitly requested by the User and receive KLARYS' express, prior and specific authorization. The creation or use of new Accounts under the User's own 5 identity or under aliases or pseudonyms or under the identity of third parties without having requested and obtained the authorization of KLARYS may result in the immediate suspension of the User's accounts and all Services.
vi. You are responsible for maintaining the confidentiality of Your Account and passwords, for restricting access to Your computer, and to the extent permitted by applicable law, for all activities that occur under Your Account or password. You must take all necessary measures to ensure that Your Identifiers and password remain confidential and secure, and must inform us immediately if you have reason to believe that Your Identifiers and/or password are known to someone else, or if the password is used or is likely to be used in an unauthorized manner. You are responsible for the validity and completeness of the information you have provided to us, and must inform us of any changes to this information. You can access and modify your information and account settings in the "Your Account" area of the Site. In the event of loss, misappropriation or fraudulent use of your Identifier and/or password, You agree to immediately notify KLARYS using the email address info@klarys.io.
vii. It is the responsibility of each User to take all appropriate measures in order to: (i) to protect their own data and/or software stored on the computer equipment they connect to the Site, against any damage (ii) to be able to assess whether there is an obvious error in the information displayed on the Site (by sending an e-mail to info@klarys.io) so that any useful verification can be carried out, and if necessary to correct the erroneous information.
viii. Promoters, Buyers and Sellers must identify themselves as such when opening their Account. KLARYS reserves the right not to contract with any User. It is the responsibility of any User to ensure compliance with any regulations (particularly commercial, social, fiscal or customs regulations) that may be applicable to him/her, and to make any declaration and pay any tax, duty or levy for which he/she may be liable, without KLARYS being held responsible in this respect.
ix. You will be responsible for the effective receipt of e-mails sent to you by KLARYS, in particular by setting up your e-mail so that e-mails sent from an address are delivered to your inbox.
x. Within an Ecosystem, the User selects the Professional and the Products and/or Services he/she wishes to purchase. This selection and the payment of the Price of the Service and/or Products form a contract between the Buyer and the Seller under the conditions set out in articles D.6 and D.7.
xi. After delivery of the Product and/or performance of the Service ordered, the Professional or, where applicable, KLARYS acting in the name and on behalf of the Professional, sends the Customer the final invoice, where applicable after deduction of actual consumption of ancillary services and after deduction of the deposit. The final invoice is payable immediately.
6. Subject to your compliance with the terms set forth in these Terms, we hereby grant you a non-exclusive, non-transferable right to use the Services.
Article 4. Description of the Service
1. The Service consists of a set of tools allowing Promoters and their Partners to register on the Site, to constitute or join an Ecosystem.
2. In order to comply with fishing and trade rules applicable to seafood products, as well as product traceability requirements, only Products and Services that comply with the Nomenclature may be the subject of commercial operations on the Platform. Promoters and users may suggest that KLARYS add such and such a Product or Service to the Nomenclature by sending an email to info@KLARYS.fr. KLARYS reserves the right to respond favorably or unfavorably to said suggestion, without having to justify it.
3. A Seller or a Buyer must necessarily be subscribed to an Ecosystem to be able to access the purchase-sale interface of the Ecosystem in question.
4. By presenting a Product or a Service for sale on the Platform, the User declares and guarantees that he has full and complete ownership of said Product or said Service (or the written agreement of the Owner to offer the Product on the Site) and has full legal capacity to put the Product or Service on sale.
5. Users are specifically prohibited from putting up for sale, selling and/or buying, directly or indirectly, Products or Services that do not appear in the Nomenclature, as well as from using information to which they would have access by the Platform to purchase or sell such Products or Services. Users undertake to inform KLARYS without delay if they notice the online offer of such Products or Services.
6. Commercial offers relating to Products are validly issued within an Ecosystem by means of the sales interface. Offers may vary in real time, in price and/or volume, depending on stock variations or other market parameters. The Products and Services are offered for sale at the Prices and conditions indicated in real time on the Platform. The Offers may therefore be modified or withdrawn, depending on developments and in particular changes in stocks or other market parameters. If it is impossible to serve the Buyer at the Prices and conditions initially indicated, the Seller shall immediately inform the Buyer thereof, as well as the new applicable Prices and Conditions. The Purchaser may, if he so wishes, conclude the acquisition under these new conditions or renounce the acquisition. The sale and the acquisition are perfect only from the moment they have been confirmed in the same terms by the Buyer and the Seller.
7. The sale of the Product or the Service, if it takes place, takes place between the Buyer and the Seller directly. Neither the delivery of the Product to the Buyer nor the remittance of the Price to the Supplier, nor any other element of the sale of the Product falls under the Service provided by KLARYS. They will intervene according to the methods determined directly between the Supplier and the Purchaser and under their sole responsibility. KLARYS limits its service to the provision of the Platform. KLARYS is in no way a buyer, seller or reseller of the Products offered by the Suppliers through the Service. Thus, the Products purchased via the Service may not be taken back or exchanged by KLARYS and are not subject to any express or implicit guarantee on the part of KLARYS.
8. Subject to Your compliance with these Terms, We will provide You with the following services: a. access to the Site or the Platform, allowing collaboration between Promoter and Partners, the purchase and sale of Products and Services; b. where applicable, other tools and services provided through the Site and through our programming interface (“API”) made available through the Site or the Platform.
Article 5. Invoicing Mandate
1. Mandate
The Principal entrusts the Agent, who accepts, with the power to draw up, in his name and on his behalf, all original, initial and/or rectifying Invoices relating to Products sold and Services performed by the Principal via the Platform. This Mandate is drawn up in accordance with current regulations and in particular with the provisions of articles 1984 et seq. of the French Civil Code and articles 242 nonies, I and 289 I-2 of the French General Tax Code.
2. Term of office.
The Mandate takes effect on the date of its acceptance by the Professional. It is concluded for an indefinite period. For the entire duration of the Mandate, the Principal undertakes not to contact any other agent to carry out the same transaction for services provided via the Site and/or Platform. The Principal may revoke the Mandate at any time, without giving any particular reason, by registered letter with acknowledgement of receipt sent to KLARYS. In this respect, it is reminded that the conclusion of the present Mandate is a condition of use of the Site. Consequently, its revocation will result in the closure of the Professional's account. Similarly, closure of the Professional's account for any reason whatsoever will result in revocation of this Mandate. Whatever the reason for revocation, the Mandate may only be terminated once the last Product ordered has been delivered or the last Service ordered has been performed.
3. Remuneration.
The Billing Mandate is part of the Services provided by KLARYS. It does not give rise to any additional fees or invoicing by KLARYS.
4. Obligations of the Agent.
The Agent undertakes to draw up the Invoices in the name and on behalf of the Principal, in accordance with the information given by the latter. Invoices will be issued as soon as the Product and/or Service is ordered by a User. They will be sent to the User electronically. The Contractor will also simultaneously provide the Principal with a copy of all Invoices issued in the Principal's name and on the Principal's behalf. The Agent undertakes to ensure that the Invoices bear the words "Invoice drawn up by KLARYS in the name and on behalf of ___ [name of the Professional - Professional's company identification if applicable - Professional's VAT number]". In the event of a request for rectification of the Invoice by the Principal, the Agent undertakes to issue a rectifying Invoice without delay. With regard to the numbering of Invoices, the Contractor undertakes to use a chronological and continuous numbering sequence, distinct for each Principal, or the numbering indicated by the Principal so that the Invoices fit into the sequence used by him for the invoices he issues himself.
5. Obligations of the Principal.
The Principal acknowledges that it retains full responsibility for its legal and tax obligations in respect of invoicing for original Invoices and/or rectifying Invoices issued in its name and on its behalf by the Agent, in particular with regard to its VAT declaration and payment obligations. In particular, the Principal is solely responsible for determining the rules applicable to invoicing and for transmitting the information required by the Agent so that it can draw up Invoices in compliance with the applicable regulations, these rules depending on the place where the provision of services is deemed to take place and the system to which the Principal is subject. Likewise, the Principal remains liable for any VAT due if it is wrongly invoiced. Accordingly, the Principal expressly undertakes to :
● provide the Contractor with a complete list of the information to be included on Invoices as required by current applicable regulations;
● declare to the tax authorities the VAT collected when due;
● pay to the French Treasury the VAT mentioned on the Invoices under the present agreement;
● immediately claim the duplicate Invoice if it has not been made available to it by the Agent within the time limits and under the conditions specified herein;
● report any change in the information concerning the identification of its company. In accordance with the provisions of article 242 nonies Annexe II of the French General Tax Code, invoices issued under this agreement will not need to be formally authenticated by the Principal. Nevertheless, the Principal has a period of fifteen (15) days in which to contest the information contained in the Invoice issued in his name and on his behalf, and to request rectification from the Agent. If no objection is made within this period, the Invoice is deemed to have been accepted by the Principal.
6. Modifications to the Mandate.
Any amendment to the present Mandate must be concluded in the same form by any person duly authorized for this purpose by the Parties.
7. Applicable law and jurisdiction.
This Mandate is governed by French law. The Parties undertake to attempt conciliation before any recourse to the courts. Any dispute relating to the formation, conclusion, interpretation and/or execution of this Mandate shall fall within the exclusive jurisdiction of the courts of the Rennes Court of Appeal.
Article 6. Obligations of Sellers and Partners
1. The Seller is solely responsible for the proper performance of the obligation to inform the Buyers of the essential and accessory characteristics of the Product and/or the Services and, where applicable, the Price and the evaluation of the shipping costs and insurance. He is solely responsible for the description, existence and substantial and accessory qualities (including, where applicable, the origin) of the Products/Services he offers for sale. The Seller undertakes to provide complete and transparent information, in accordance with all the obligations incumbent upon it. It guarantees KLARYS against any claim by Purchasers and/or third parties relating to the Product and/or the Services.
2. The Promoter stands strong and guarantees as necessary that its Partners will accept and implement these 7 Conditions as well as the Operating Rules applicable to the Ecosystem(s) to which the Partners belong.
Article 7. Personal data
1. When using the Platform, Users may enter, file or deliver certain information, documents, materials and other data to KLARYS (the "User Data"). This User Data is the exclusive property of their owner.
You hereby grant KLARYS a non-exclusive, worldwide, royalty-free license to use, process, access, modify, display, copy and store User Data in order to provide the Service to you and to enable you to share User Data. or interact with other Users, distribute and perform and publicly display User Data as directed by Users or within their capabilities, through the Platform.
2. For complete information on how personal data is processed, Users are strongly encouraged to consult and refer to the KLARYS Personal Data Use Charter.
Article 8. Third party providers
You acknowledge that the Services may enable or assist you in accessing content from third-party websites, corresponding with third-parties, and purchasing products and services from third-parties through third-party websites, which you do at your sole risk. We make no representations or commitments, and shall have no responsibility or liability of any kind, with respect to the content or use of such third-party websites, or any dealings therewith, or any transaction made and any contract entered into by you with such third parties. Any contract entered into and any transaction carried out via a third party website is between you and the relevant third party, without us being a party to it. We advise you to review the third party website's terms and conditions and privacy policy before using it. We do not endorse or endorse third-party websites or the content of third-party websites made available through the Services.
Where applicable, KLARYS will do its best to ensure that any breach is notified to the third-party provider. KLARYS will do its best to take into consideration any complaint or request for compensation with regard to the third-party provider, without this creating an obligation with regard to it. KLARYS is under no obligation to comply with these requests.
Article 9. Intellectual property, copyright and protection of databases
1. The general structure, as well as the texts, images, drawings, graphics and any other element composing the Platform, the Site and the Services are the exclusive property of KLARYS. The present Conditions do not imply any transfer of intellectual property rights attached to these elements and the User undertakes not to infringe them. Thus, any total or partial representation, reproduction, modification, translation, distribution or exploitation of data, creation of products derived from the Platform, the Site or the Services by any process whatsoever, without the prior written consent of KLARYS is strictly prohibited and constitutes an infringement pursuant to Articles L.335-2 et seq. of the French Intellectual Property Code. You acknowledge and agree that We and/or Our licensors own all intellectual property rights to the Site, the Platform, the Services and the Documentation. Except as expressly provided herein, these Terms do not grant you any rights to any patents, copyrights, databases, trade secrets, designs, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Documentation.
2. Similarly, the term "KLARYS" is a registered trademark owned by KLARYS. The present General Terms of Use do not imply any transfer of intellectual property rights attached to this trademark, and the User or Participant undertakes not to infringe it. Thus, any reproduction in whole or in part of this trademark, as well as any representation in whole or in part of this trademark, made on any medium without the express prior written consent of KLARYS is prohibited, pursuant to Article L.713-2 of the French Intellectual Property Code.
3. You must not systematically extract and/or re-utilise any part of the content of the Site or the Service without our express written permission. In particular, you must not use a data-mining robot or any other similar data collection or extraction tool to extract (in one or more operations) or reuse a substantial part of the Site without our express written consent. Nor may you create and/or publish your own databases which include substantial parts of the Site or any part of the Site or the Service without the express written consent of KLARYS.
4. Graphics, logos, page headers, buttons, scripts and service names included or made available through the Site or the Service are trademarks or trade dress of KLARYS. KLARYS's trademarks and trade dress may not be used in connection with any product or service that is not KLARYS's, or in any manner that is likely to cause confusion among Users or among KLARYS's customers, or in any manner that disparages or discredits KLARYS. All other trademarks not owned by KLARYS that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by KLARYS.
5. Subject to compliance with these Terms and payment of all applicable fees, KLARYS grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Service. This license does not include any right to use the Service or its contents for sale or any other commercial purpose; to collect and use any product listings, descriptions, or prices; to make any derivative use of the Service, the Site or its contents; to download or copy any account information for any other merchant; or to use any data mining, robots, or similar data gathering or extraction tools.
6. All rights not expressly granted to you in these Terms are reserved and remain with KLARYS or its licensees, suppliers, publishers, rights holders, or other content providers. No part of the Service or the Site or any portion thereof may be reproduced, copied, sold, resold, visited or exploited for any commercial purpose without the express written permission of KLARYS FRANCE.
7. You must not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form). You must not use any meta tags or any other "hidden text" utilizing KLARYS' name or trademarks without our express written consent.
8. You must not misuse the Service. You must use the Service as permitted by law. The licenses granted by KLARYS will terminate if you fail to comply with these Terms.
9. KLARYS respects the intellectual property of others. If you believe that one of your intellectual property rights has been used in a way that may give rise to a fear of infringement 8 of said rights, please contact us using the address info@klarys.io.
10. You grant us the non-exclusive, irrevocable, royalty-free, worldwide right and license to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display, and to sublicense through multiple tiers of sublicensees, the materials and content provided by the User under these Terms, and any other Intellectual Property Rights necessary and/or desirable, in our reasonable opinion, to provide the Services via the Site and/or through any other form, medium or technology, for as long as and as necessary to enable us to perform our obligations under these Terms. In addition, you agree that we may use your name and/or a photograph of you in our marketing and advertising materials as an example of current customers of the Platform, the Site, the Platform and the Services, unless you choose to opt-out by changing your settings on the Platform or the Site or by notifying us by e-mail at info@klarys.io.
11. You represent and warrant that you own or have the necessary rights to the content you post; that, as of the date of transmission of the content or material: (i) the content and material is accurate, (ii) the use of the content and material you have provided does not violate any of KLARYS' procedures or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory, discriminatory or infringing). You agree to indemnify KLARYS in the event of an action by a third party against KLARYS in connection with the content or material that you have provided, except in the event that KLARYS may be held liable for failing to remove content of which it has been notified of the unlawful nature by means of an email to the following address: info@klarys.io if the cause, basis or origin of such action is the content that you have provided to us.
12. If you believe that your rights have been violated, you may send an email to info@klarys.io. We will respond promptly to rights holders and their representatives who complete the Notification Form to inform us of any alleged infringement. Upon receipt of a Notification Form, we may take appropriate action, including the removal of any information or publication. However, such action will be taken without prejudice, without any admission of liability on our part and without prejudice to the exercise of our rights, actions and defences. Furthermore, by submitting a Notification Form, you grant KLARYS the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and disclose its content by any means of communication, anywhere in the world. This also includes the transfer of this form to the parties involved in the alleged infringement. You agree to indemnify KLARYS against any third party claims against KLARYS arising out of or in connection with this notice.
Article 10. Obligations of Users
1. You agree to: a. comply with all applicable laws and regulations with respect to your customary delivery of Products and/or Services to other professionals and with respect to any use of the Services; b. ensure that Authorized Users use the Services and Documentation in accordance with the Terms; and c. comply with all applicable laws and regulations with respect to your customary delivery of Products and/or Services to other professionals and with respect to any use of the Services.
2. The following activities are prohibited on the Platform, Site and Services and constitute an express breach of these Terms:
a. transmit information or content that : - violate applicable law (including, but not limited to, intellectual property, privacy, publicity, libel and slander); - contain viruses or malware; or offer unauthorized downloads of copyrighted, confidential or proprietary information; - have the effect of impersonating any person; - contain chain letters of any kind; or are deliberately inaccurate, constitute fraud or falsify information in connection with your KLARYS account; or - are protected by copyright, trademark or other proprietary right, without the express permission of the owner of the copyright, trademark or other proprietary right.
b. perform or attempt to perform any of the following activities: - access data that is not intended for you, for example by logging into a server or account that you are not authorized to access; - analyze or monitor the Services for the purpose of collecting data to track sales, usage, aggregate information about business proposals, pricing information or similar data ; - analyze or test the security or configuration of the Site or violate any security or authentication measures; or - disrupt the service provided to any user in any way, including, without limitation, by transmitting a Virus to the Platform, the Site or any Service, or by attempting to overload the Platform, the Site or the Services or to subject them to "flood", "spam", "mail bomb" or "crash" attacks.
c. use any of the following means: - using frames or framing techniques, to anchor content appearing on the Platform or the Site, without our express written permission; - using the Site, the Platform or any of the Services, to advertise to KLARYS or canvass KLARYS, for commercial, political or religious purposes, or to compete with KLARYS, directly or indirectly ; or - use the Site, Platform or any of the Services, to encourage users or other third parties to become users or partners of other online or offline services, in actual or potential competition, direct or indirect, with KLARYS.
d. engage in any of the following activities: − alter or disrupt the proper functioning of any part, page, or area of the Platform, Site, or any of the Services provided by KLARYS; − take any action that places an excessive load on our Services or imposes, or may impose, an unreasonable or disproportionate burden on our servers or any other part of our infrastructure (as determined in our sole discretion). − resell your access to the Site or the Platform or use it for other purposes; access, monitor, or copy any content of the Platform, Site, or any of the Services using a "robot," "spider," "scraper," or other automated means or any manual process, for any purpose, without our express written permission; − violate the robot exclusion protocols on the Platform or the Site or evade or circumvent other measures implemented to prevent or limit access to the Site or any of the Services; 9 − create deep links to any part of the Site or any of the Services without our express written permission; − create hyperlinks to the Site or any of the Services from any other website without our initial and ongoing consent; or − act illegally or maliciously against the business interests or reputation of KLARYS or our Services.
3. Users can provide reviews, comments, or any other content; send emails or other communications, and submit suggestions, ideas, questions, or any other information as long as the content is not illegal, obscene, abusive, threatening, defamatory, slanderous, infringing on intellectual property rights, or harmful to third parties or objectionable, and does not consist of or contain computer viruses, political activism, commercial solicitations, email chains, mass mailing, or any other form of "spam." You must not use a fake email address, impersonate the identity of a person or entity, or misrepresent the origin of a credit card or content. We reserve the right (but not the obligation) to remove or modify any content.
4. If you post content (including text, photographs, videos, etc.) or any other material, unless otherwise stated by us, you grant:
(a) to KLARYS, free of charge, the right, transferable, and sublicensable, to use, reproduce, modify, adapt, publish, translate, create derivative works, distribute, and display this content worldwide and in any type of media; and
(b) KLARYS, its sublicensees, and assigns the right to use the name associated with this content, if they choose. No moral rights are transferred under this clause. You agree that the rights assigned above are irrevocable for the entire period of protection by intellectual property law associated with this content or material.
Article 11. Costs
1. Some Services are currently provided free of charge, therefore we do not charge you for their use. Other Services may give rise to the payment of a fee to KLARYS. The Services that give rise to the payment of a fee to KLARYS are those indicated as such on the Site or Platform. Services that do not indicate any remuneration are free of charge.
2. We reserve the right to charge you for any part of the Services that we subsequently decide to charge for, subject to giving you reasonable notice and provided that you continue to use the relevant feature of the Services.
3. You may be required to pay for additional Services on the terms set out in this section and on our Site. If this is the case, please consult our Site for further information on the amounts to be paid for the Additional Service (the "Subscription Fee") and the duration of the subscription (the "Subscription Period"). Certain Additional Services may be provided by third parties and may be subject to other terms and conditions.
4. To purchase Chargeable Services, you must provide us with correct, current and complete bank account information (including: Account Holder, IBAN, BIC Code, Domicile) or credit card information acceptable to us, as well as any other useful, correct, current and complete contact and billing information, and you hereby authorize us to debit said bank account by SEPA transfer or wire transfer or said credit card: a. on the date you order the Paid Service or on the date shown on the Order Form (the "Effective Date") or as soon as practicable thereafter, in respect of Subscription Fees due in respect of the initial term of the Paid Service (the "Initial Subscription Term"); and b. subject to your rights to terminate additional Services, at the end of each Subscription Term, in respect of Subscription Fees due in respect of the next Subscription Term. 5. In the event that we have not received your payment within 30 calendar days of the due date, without prejudice to any other rights and remedies available to us: a. we may, without liability to you, deactivate your password, your Logins, your Account and your access to all or part of the Services, and we shall be under no obligation to provide all or part of the Services while the invoice(s) concerned remain(s) unpaid; and b. the amounts due bear interest at an annual rate equal to 10% above the refinancing rate of the European Central Bank (ECB - CBE), in force on the date of issue of the invoice concerned, from the due date until full payment, whether before or after a court decision. Interest is automatically capitalized in accordance with article 1343-2 of the French Civil Code. 6. All amounts and charges indicated or referred to in these Conditions: a. must be paid in the currency indicated on the Site; b. cannot be cancelled or refunded; c. are exclusive of tax (H.T.).
7. We shall be entitled to increase the Subscription Fee upon 30 calendar days' notice.
Article 12. Liability of KLARYS
1. KLARYS does its best to ensure the availability of the Service and error-free transmissions. However, due to the nature of the internet, this cannot be guaranteed. Additionally, your access to the Service may occasionally be suspended or limited to allow for repairs, maintenance, or the addition of new features or services. We will strive to limit the frequency and duration of these suspensions or limitations. KLARYS will not be held responsible for delays or your inability to fulfill your obligations under these conditions if the delay or inability results from a cause beyond our reasonable control. The use of the Site implies knowledge and acceptance of the characteristics and limitations of the Internet or translations of the Site into languages other than French, including those related to technical performance; response times for accessing, querying, or transferring information; and the inherent risks of any connection and transmission over the Internet.
Therefore, in the absence of any fault on its part, KLARYS cannot be held responsible for any potential damage suffered by a User, including but not limited to:
- Loss of business or information resulting from possible malfunctions, breakdowns, delays, or interruptions in access to the internet network.
- Transmission and/or reception of any data and/or information over the Internet.
- Consequences of any virus, computer bug, anomaly, technical failure.
- Failure of any receiving equipment or communication lines.
- Loss of any email and, more generally, loss of any data.
- Any damage caused to the computer, tablet, digital assistants, or smartphone, etc., of a User connecting to the Site or Platform.
- Any technical, hardware, and software failure of any kind that prevented or limited the possibility of using the Site or Platform or damaged the system of an internet user connecting to the Site or Platform.
- Any obvious failure or error (including technical, hardware, software, price display, translation, etc.) of any kind that prevented or limited the possibility of using the Site or Platform or misled a User connecting to the Site or Platform.
- Indirect damages.
2. KLARYS's liability towards the User can only be incurred for facts exclusively attributable to it that directly cause harm. It cannot be held responsible for indirect damages. KLARYS's liability cannot be incurred due to the User's misuse of the Service or any fault on their part. Similarly, it cannot be incurred for facts attributable to a third party. By using the Site, the User declares that they are fully informed of the characteristics and constraints of the Internet, and they are solely responsible for the information provided within the scope of their account on the Site and their interactions with other users of the Service.
Furthermore, in accordance with Article 6-I, 2 and 3 of Law No. 2004-575 of June 21, 2004, on confidence in the digital economy, KLARYS cannot be held liable for the content made available on the Site by Users, unless it does not promptly make them inaccessible after being informed of their unlawfulness under the conditions provided by this law. Finally, KLARYS disclaims all responsibility regarding the sales concluded by Users following the use of its Service. Any complaint related to product descriptions or deliveries will be redirected to the designated Seller, who will assume full and sole responsibility in this regard. Similarly, any complaint regarding the Price will be redirected to the designated User, who will assume full and sole responsibility in this regard. The User is solely responsible for the use they make of the Service.
3. The User undertakes, upon first request, including in the case of a non-final court decision, to indemnify and compensate KLARYS for any damage, loss, loss of earnings, complaint, liability, and expenses, including fees and legal costs, that KLARYS may be required to bear if its liability is incurred by a User or a third party due to a claim or action related to the Buyer's use of the Service. Users are informed that KLARYS may disclose all information related to them, including personal information, to competent authorities responsible for enforcing anti-fraud and offense regulations.
4. You agree to indemnify, defend, and hold KLARYS, its affiliates, officers, directors, employees, consultants, agents, and suppliers harmless from any claim, liability, damages, and/or third-party costs (including, but not limited to, attorney fees) arising from your use of the Service or third-party products or your violation of this agreement. KLARYS will defend you, at its own expense, against any claim filed against you by a third party alleging that your authorized use of the Service under this agreement infringes the intellectual property rights of a third party ('Claim'), provided that KLARYS has received from you: (a) prompt written notice of the Claim; (b) reasonable assistance in the defense and investigation of the Claim, including providing a copy of the Claim and any relevant evidence in your possession, custody, or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If it is determined that your use of the Service violates the intellectual property rights of a third party, KLARYS, at its own expense, may either (i) obtain rights for you to continue using the Service, or (ii) modify the Service while retaining substantially similar features, or (iii) terminate your right to continue using the Service and refund you pro-rata Service fees based on the remaining duration of your subscription. KLARYS's obligations under this section will not apply to Claims arising or resulting from: (i) any part of the Services not developed by KLARYS; (ii) any modification to the Service made by a person other than KLARYS if the alleged violation is related to such modification; (iii) a combination of the Service with other software, products, services, processes, or materials not provided by KLARYS if the alleged violation is related to such combination; (iv) your continued alleged violation activity after being informed by KLARYS that such activity is or may be in violation; (v) failure to use a newer version of the Service when such new version would prevent, avoid, or minimize the alleged violation without a significant loss of performance or functionality; (vi) use of the Service not strictly in accordance with this or any other written agreement signed by an officer of KLARYS; (vii) any 'open source' software included in or used with the Service.
THIS SECTION STATES KLARYS'S EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICE PROVIDED BY KLARYS UNDER THIS AGREEMENT.
5. DISCLAIMER. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. KLARYS, ITS SUBSIDIARIES, AND ITS LICENSEES DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE IS DEFECT-FREE, ERROR-FREE, OR WITHOUT DELAY, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. KLARYS, ITS AFFILIATES, AND LICENSEES DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, MADE WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND INFORMATIONAL CONTENT. WE ALSO DISCLAIM ANY RESPONSIBILITY FOR THIRD-PARTY PRODUCTS YOU USE.
6. LIMITATION OF LIABILITY. KLARYS DISCLAIMS AND REJECTS ALL LIABILITY TO YOU, OR ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOSSES OF PROFITS, LOSSES OF COMPUTER USE TIME, AND DAMAGES OR LOSSES OF DATA USE). KLARYS'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE GREATER OF THE TWO FOLLOWING AMOUNTS: 10 EUROS OR THE AMOUNT ACTUALLY PAID BY YOU TO KLARYS FOR THE LAST 3 MONTHS OF THE SERVICE IN QUESTION.
Article 13. Force Majeure
These Conditions, to the extent that such performance is prevented or delayed, in whole or in part, by reason of any event or series of events occasioned by or arising out of: (a) weather or other natural phenomena or acts of God; (b) acts of war, terrorism, insurrection, riot, civil commotion or rebellion; (c) quarantines, epidemics or embargoes; (d) strikes; (e) errors or disruptions in computer equipment or major networks, or software failures; or (f) other causes beyond KLARYS' reasonable control.
Article 14. Termination of the Conditions
1. It is your responsibility to delete your Account on our Site. The Account owner may delete the Account at any time via the dashboard on the Site.
2. Upon termination of these Terms, for any reason whatsoever: a. all licenses granted under these Terms shall immediately terminate; and b. we shall have the right to destroy, or otherwise dispose of, any User Data in our possession; and c. the rights acquired by the parties at the date of termination, or the continuation after termination of any stipulation which, expressly or impliedly, remains in force after termination, shall not be affected or prejudiced. Sections G (Data and Privacy), I (Intellectual Property Rights), L (Disclaimer of Warranties), R (Notices) and V (Governing Law and Jurisdiction) shall survive any termination of these Terms.
Article 15. Waiver
The waiver of any right under these Conditions shall be effective only if in writing and shall apply only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless otherwise expressly stipulated, the rights arising from these Conditions are cumulative and do not exclude any rights provided by law.
Article 16. Autonomy of stipulations
1. In the event that any provision (or part thereof) of these Conditions is held to be invalid, unenforceable or illegal by any competent court or administrative body, the remaining provisions shall remain in full force and effect.
2. In the event that any invalid, unenforceable or illegal provision would be valid, enforceable or legal if any part of it were deleted, the provision shall apply with such modifications as are necessary to give effect to the commercial intent of the parties.
Article 17. Entire agreement
1. The Conditions, together with any document referred to therein, express the entire agreement between the Parties and supersede any prior understanding, agreement or arrangement between them relating to the subject matter hereof, with the exception of the Purchase Order.
2. Each of the Parties acknowledges and agrees that, in entering into these Conditions, it is not relying on any covenants, promises, assurances, affirmations, representations, warranties or agreements (whether written or unwritten) made by any Person (whether or not a party to the Conditions) in relation to the subject matter hereof, other than those expressly set out in these Conditions.
Article 18. Notifications
1. Any notice to be given under this agreement shall be in writing and shall be delivered personally or sent by prepaid priority mail or registered letter to the domicile or registered office of the other party.
2. A notice delivered by hand shall be deemed to have been received at the time of delivery (or if delivery is not made during business hours, at 9 a.m. on the first business day following delivery). A notice, properly addressed, sent by prepaid priority mail or registered letter, will be deemed received at the time it would have been delivered under normal mail delivery conditions. Notification sent via the Site will be deemed received at the time of transmission.
Article 19. Transfers
You may not assign these Terms, or any of your rights, benefits or obligations hereunder, whether by operation of law or otherwise, without the express written consent of KLARYS. Any attempted assignment not in accordance with these Terms shall be null and void. KLARYS may assign these Terms, in whole or in part, to any third party at its sole discretion.
Article 20. No de facto partnership, subordinate relationship or mandate
Except as expressly provided in these Terms, nothing in these Terms is intended to or shall have the effect of creating an employment contract between the Parties, a partnership between the Parties, or authorize either Party to act as agent for the other, and neither party is authorized to act for or on behalf of the other, or to bind the other in any other way, by any means whatsoever (including, without limitation, by the making of any representation or warranty, by the assumption of any obligation or liability and by the exercise of any right or power).
Article 21. Third party rights
Except as expressly provided in the Terms, the Terms do not confer any rights whatsoever on any third party (other than the Parties to the Terms and, where applicable, their successors and permitted assigns).
Article 22. Applicable law and jurisdiction
The present Terms and Conditions are governed by French law. The Parties agree to make every effort to resolve amicably any disputes to which these Terms may give rise.
Thus, in the event of a dispute between You and KLARYS, the Parties agree to negotiate a settlement in good faith. Any disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of the present Terms shall be submitted to mediation in accordance with the mediation rules of the Centre de Médiation et d'Arbitrage de Paris (CMAP - 39, avenue Franklin Roosevelt - 75008 Paris) to which the parties declare that they adhere and, in the event of mediation failing, will be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Rennes Court of Appeal, unless mandatory procedural rules dictate otherwise.
Whatever the dispute, the successful party will be entitled to recover its legal fees. You and KLARYS agree that any claim arising out of or relating to the Platform, the Site or the Services must be filed within one (1) year after such claim arose, failing which such claim shall be forever barred and all related proceedings dismissed. The Parties shall determine the rules of evidence admissible between them in the context of the present contract and its consequences. Each Party agrees that the other Party may express its consent by any means of electronic signature and, in particular, by signing on a tablet or screen and/or by ticking boxes and/or by using any other electronic means made available to it. These procedures are admissible before the Courts and are proof of the data and elements they materialize as well as the signatures they express.
Each of us agrees, by way of a plea of non-receivability within the meaning of Articles 122 et seq. of the French Code of Civil Procedure, that any grievance against the other Party shall be formulated on an individual basis and not as plaintiff or member of any group action, collective representative proceeding or association. The printed version of these Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Conditions to the same extent and subject to the same conditions as other business documents and statements originally generated and maintained in printed form. In the event that any portion of this Article V is held to be unenforceable, the remaining provisions of this Article V shall continue in full force and effect and shall be construed and enforced as if the portion held to be unenforceable were not contained herein.
Article 23. Operator of the Platform, Site, Platform and Services - Site Host
The Platform, Site and Services are operated by Procsea SA - Klarys, a simplified joint stock company with capital of €1,344,560.00, having its registered office at 4 rue Jean Lemaistre - 35000 Rennes, registered under number 820 559 110 RCS Rennes. KLARYS can be contacted as follows:
● By post: Procsea SA - Klarys : 4 rue Jean Lemaistre - 35000 Rennes - FRANCE ;
● By e-mail: info@klarys.io ;
● By telephone: +33 2 30 96 44 42.
The Site's Publishing Director is: Mr. Renaud Enjalbert
The Site is hosted by : Webflow
Article 24. Evidence agreement.
In accordance with the terms of article 1316-2 of the French Civil Code, KLARYS and the User establish the rules of evidence admissible between them within the framework of the Contract. The parties accept that electronic files sent by KLARYS to the User, or to which KLARYS gives access to the User, are admissible before the Courts and constitute proof of the data and elements they contain as well as, if applicable, of the authentication and signature procedures they express. The parties agree that the User may express his consent by signing on a tablet or screen and/or by ticking boxes and/or using any other means made available to him. These procedures are admissible before the Courts and constitute proof of the data and elements they materialize as well as the signatures they express in accordance with the requirements of article 1316-4 of the French Civil Code.
Article 25. Modification of the Service or the Conditions
We reserve the right to make changes to the Site or the Service, our procedures, terms and conditions, including these Terms, at any time. You are subject to the terms and conditions, procedures and Terms in effect at the time you use the Service. If any provision of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
Article 26. Export restrictions and duties of the United States Government
1. You acknowledge that the Service, or any portion thereof, may be subject to export and import restrictions by certain governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Service.
YOU HEREBY WARRANT (I) THAT YOU ARE NOT LOCATED IN ANY COUNTRY THAT IS SUBJECT TO A U.S. OR EU GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE U.S. OR EU GOVERNMENT AS A "STATE SPONSOR OF TERRORISM"; AND (II) THAT YOU ARE NOT ON ANY U.S. OR EU GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.
2. The Service is a "commercial item" as that term is defined in FAR 2.101. If you are the Executive Agency of the U.S. Federal Government (Government) (as defined in FAR 2.101), KLARYS provides the Service, including any related software, technology, technical data and/or professional services in accordance with the following:
If acquired by or on behalf of an executive agency other than a Department of Defense (DoD) agency, the Government acquires, in accordance with FAR 12.211 (technical data) and FAR 12.212 (computer software), only the rights to technical data and software customarily provided to the public, as defined in this Agreement.
If acquired by or on behalf of a DoD Executive Agency, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), only the rights in technical data and software customarily provided in this Agreement.
In addition, DFARS 252.227-7015 (Technical Data - Commercial Items) applies to technical data acquired by DoD agencies. Any federal legislative or judicial agency will only obtain rights to technical data and software customarily provided to the public, as defined in this agreement.
If any federal executive, legislative or judicial agency requires rights not transferred under the terms described in this section, it must negotiate with KLARYS to determine whether acceptable terms exist for the transfer of such rights, and a mutually acceptable written addendum, which specifically conveys such rights, must be included in any applicable contract or agreement to be effective.
This U.S. Government Rights clause in this section supersedes and replaces any other clause, provision or supplemental regulation of the FAR or DFARS that addresses the Government's rights in computer software or technical data under this Agreement.
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