PREAMBLE
ARTICLE 1. DEFINITIONS
ARTICLE 2. PURPOSE
ARTICLE 3. ACCEPTANCE OF THE TERMS AND CONDITIONS BY THE CUSTOMER
ARTICLE 4. SUBSCRIPTION AND DURATION
ARTICLE 5. PROVISION OF PLATFORM SERVICES
ARTICLE 6. CONDITIONS OF USE OF SERVICES
ARTICLE 7. FINANCIAL CONDITIONS
ARTICLE 8. DEFAULT BY ONE OF THE PARTIES
ARTICLE 9. CUSTOMER CONTACTS
ARTICLE 10. PROTECTION OF PERSONAL DATA
ARTICLE 11. COOKIES
ARTICLE 12. LIABILITY
ARTICLE 13. MARKS
ARTICLE 14. TERMINATION
ARTICLE 15. MISCELLANEOUS
ARTICLE 16. EVIDENTIARY AGREEMENT
ARTICLE 17. APPLICABLE LAW AND DISPUTES
PREAMBLE
OPSCIDIA has developed a technology watch platform, accessible via the Internet, for companies and professionals, accessible from the opscidia.com or app.opscidia.com websites (hereinafter referred to as the “Platform“).
This document details the obligations of the parties to the contract (hereinafter referred to as the “Parties“).
ARTICLE 1. DEFINITIONS
1.1 The parties
The service is between :
- The service provider designated “OPSCIDIA“, a French simplified joint stock company (société par actions simplifiée) with a capital of 22,220 euros, whose registered office is located at 9 Rue des Colonnes, 75002 Paris, registered in the Paris Trade and Companies Register under number 850 954 561, represented by Mr Sylvain MASSIP, in his capacity as Chairman (Président), acting and having the necessary powers as Chairman;
- The customer, designated the “Customer“: who may be an individual or a legal entity (through its representative) who has subscribed to OPSCIDIA services.
The Customer is invited to appoint a reference contact, referred to as the “Referrer“.
The Customer grants access to the Platform to end users, referred to as “End User(s)“, including any natural person, employee, corporate officer or collaborator of the Customer.
1.2 Obligations
Through its Platform, OPSCIDIA provides the Customer with services (referred to as the “Services“) including access to the Platform, its support and maintenance and any other services provided for in the Contract. The Services are sold in the form of a subscription, referred to as a “Subscription“, for a certain duration and a specific number of End Users.
As part of the Service, OPSCIDIA provides the Customer with :
- a collection of news, articles, information, content (including text, images, data, audio, audiovisual or multimedia content, etc.), databases, document collections and/or search engines, referred to as the “Information“;
- an access code and password for each End User accessing the Services, referred to as the “Identifier“.
1.3 Contract documents
The contract consists of :
- of these Terms of Subscription and Use, hereinafter referred to as the “TSU“;
- the quotation, referred to as the “Quotation”, drawn up by OPSCIDIA and accepted by the Customer, summarizing the terms and conditions of the Subscription taken out by the Customer, including in particular the price and scope of the Services to which the Customer will have access;
hereinafter referred to as the “Contract“.
ARTICLE 2. PURPOSE
The purpose of these TSU is to set out the conditions under which OPSCIDIA makes the Services available and provides them to the Customer in return for payment by the Customer of the agreed price and compliance with the limits on use of the Service.
They apply to all types of Subscription.
ARTICLE 3. ACCEPTANCE OF THE TERMS AND CONDITIONS BY THE CUSTOMER
Subscription is subject to the customer’s unreserved acceptance of the TSU. The TSU are binding on the Customer, who acknowledges having read them before validating the Subscription.
OPSCIDIA may amend these TSU at any time, without prior notice, by posting a new amended version online, which alone will be binding between the Parties.
The TSU applicable to the Customer are those in force on the date of subscription or renewal of the Subscription.
Any other document (such as the Customer’s terms and conditions of purchase) is unenforceable.
ARTICLE 4. SUBSCRIPTION AND DURATION
4.1 Effective date
The Subscription takes effect on the day it is taken out.
4.2 Subscription duration
The Subscription is for a period of twelve (12) months.
4.3 Start of billing
The Quotation specifies the date on which the Services are made available to the Customer, which is when billing begins.
In the absence of any indication in the Quotation, the date on which the Services are made available to the Customer may under no circumstances exceed thirty (30) days after the date of signature and/or acceptance of the Quotation.
If the Service has not been made available after thirty (30) days, for whatever reason, OPSCIDIA reserves the right to start invoicing the Subscription.
4.4 Renewal during the contract
In the event that a new Subscription is concluded with an existing Customer, whether or not it concerns the same End-Users, the Subscription start date will henceforth be that of the first invoice issued following the signing of the new Quotation, and the (12)-month billing cycle will be reset.
4.5 Renewal at the end of the contract
At the end of the Contract, the Subscription is tacitly renewable for successive periods of twelve (12) months.
4.6 Trial period
If OPSCIDIA allows, at its discretion, a free discovery period of the Platform and its Services, the Customer is not bound by the provisions of article 4. The Customer remains bound by all other provisions of the TSU.
ARTICLE 5. PROVISION OF PLATFORM SERVICES
5.1 Description of Services
OPSCIDIA provides the Customer with the following Services:
- A right to access, consult and use the Platform and in particular the following functionalities:
- the scientific search engine,
- the playlist,
- projects,
- alerts,
- editing and generating scientific reports,
- customized dashboards and maps,
- monitoring via RSS feeds ;
- Face-to-face or distance learning training for the Customer or his Referrer or End Users, dedicated to getting to grips with the Platform; and
- Assistance and customer support services under the conditions of article 7.
OPSCIDIA also reserves the right to discontinue any of the Services.
5.2 Additional services
The Customer may request additional training or customization of the Services. Such a service will be the subject of a separate Quotation.
5.3 Service availability
The Platform is accessible 24 hours a day, 7 days a week except :
- In the event of maintenance and updating operations necessary for the proper functioning of the Platform, without prior notice;
- In the event of attempted intrusion or breach of security of the Platform, without prior notice ;
- In the event of force majeure or events beyond OPSCIDIA’s control; and
- In the event of network problems and Internet disruptions on the part of the Customer.
OPSCIDIA reserves the right to remove or replace any feature of the Services with another feature equivalent in quality and content.
ARTICLE 6. CONDITIONS OF USE OF SERVICES
6.1 Granting access to End Users
OPSCIDIAgrants the Customer a personal, restricted, non-exclusive, non-assignable and non-transferable license to third parties, without the right to sub-license, to access and use the Services
If designated, the Referrer will receive by email all communications relating to the Platform or any updates to the Services and CGAU.
The Services are accessible to End Users only. Any use of the Customer’s access to the Services by an unauthorized person shall engage the Customer’s liability.
Once OPSCIDIA has opened access to the Platform to the Customer, the latter will be responsible for allocating the available accesses according to his Subscription to the End Users.
The Customer undertakes to ensure that all authorized End Users comply with these obligations.
6.2 Identifiers
Each End User is responsible for creating and maintaining/resetting his or her Identifier.
Each Identifier is personal, individual, confidential and non-transferable.
The Customer undertakes to make every effort to ensure that the Customer and its End Users keep the Identifiers secret and that they are not disclosed in any form whatsoever to persons other than the End Users. The Customer is entirely responsible for the use and safekeeping of the Identifiers. The Customer is responsible for the security of the individual workstations used to access the Online Services. The loan, sharing, transfer or sale of Identifiers is prohibited and shall not be enforceable against OPSCIDIA.
The Customer may be held liable for any unauthorized access to the Platform via End User Identifiers. The Customer undertakes to inform OPSCIDIA without delay of any loss, theft or unauthorized use of the Identifiers of its End Users so that OPSCIDIA can take all appropriate measures without delay to remedy the situation.
6.3 Intellectual property
The Services made available to the End User by OPSCIDIA as part of its Subscription are protected by intellectual property rights.
No Service may be used by the Customer and its End Users outside the limits and conditions set out in the TSU.
All End Users expressly undertake:
- to use the Services strictly for its own needs;
- not to infringe the intellectual property rights held by OPSCIDIA on the Platform;
- not to reconstitute or attempt to reconstitute, by means of the Services, a database intended to offer directly or indirectly, free of charge or against payment, the same or a comparable service, to unauthorized persons, and/or to distribute or sell, in any manner whatsoever, information for the purpose of helping a person to reconstitute, in whole or in part, such a database or an equivalent service;
- not to use the names “OPSCIDIA” without the prior and express authorization of OPSCIDIA;
- to maintain the confidentiality of his or her Identifier and to take all necessary measures to ensure that no third party, in any capacity whatsoever, has access to his or her access code(s) and/or password(s) and can thus illicitly access the Services; and
- to inform OPSCIDIA immediately in the event of theft, loss or illicit use of the access code(s) and/or password(s).
Any other use is expressly reserved by OPSCIDIA, in particular any substantial extraction of the Information, any reproduction, communication, distribution, sale or rental of the Information to third parties, any adaptation or translation of the Information, any use of the Information in the form of press panoramas or any text or data mining activity. Any use not covered by this license may be subject to specific and express authorization from OPSCIDIA or its assignees.
ARTICLE 7. FINANCIAL CONDITIONS
7.1 Prices
In return for the Service, the Customer agrees to pay the price specified in the Quotation. Prices are quoted in euros (€), exclusive of tax. The amount of these taxes is indicated when subscribing to a Subscription. Prices include all taxes and take into account VAT applicable on the day of subscription. Any change in the applicable rate may be reflected in the Subscription price.
7.2 Revision
The Subscription price may be revised annually by OPSCIDIA on the basis of the French Syntec index and OPSCIDIA’s actual costs.
If a price is revised, the Customer will be informed by email at least two (2) months before the new rates come into effect. These new rates apply only in the event of renewal of the Subscription.
7.3 Terms of payment
Invoices will be sent exclusively in electronic format by OPSCIDIA to the Customer by email.
Payments will be made by the customer by SEPA direct debit or by credit card.
Payment shall be made on an annual or monthly basis, and all invoices shall be payable by the Customer in full within thirty (30) days of their issue.
7.4 Payment incident
In the event of non-payment by the agreed due date, the Customer (i) will be charged, without the need for a reminder letter, late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, calculated on a monthly basis, (ii) will automatically be liable for a fixed indemnity for collection costs of forty (40) euros, in accordance with articles L.441-6 I. and D.441-5 of the French Commercial Code.
7.5 Special provisions
The Quotation may provide for specific financial terms.
ARTICLE 8. DEFAULT BY ONE OF THE PARTIES
The Subscription to Services may be automatically terminated by either Party in the event that the other Party fails to comply with its obligations.
Termination of the Subscription will be effective upon expiry of a period of thirty (30) days from notification by one Party, by registered letter with acknowledgement of receipt, of a breach by the other Party of one of its obligations.
OPSCIDIA may suspend the Subscription without notice and terminate the Subscription under the conditions described above in the event of:
- non-payment of an invoice by the Customer ;
- violation by the Customer of the scope of the rights of use / conditions of use of the Services; and
- attempted intrusion or breach of the Platform’s logical integrity.
Any simultaneous connections observed on the Platform or activities on the Platform exceeding a level of activity in accordance with its Subscription may result in the interruption of Services or the automatic application of charges corresponding to Services used improperly.
It is expressly agreed between the Parties to exclude the application of article 1226 of the French Civil Code, the only possibility of resolution or termination being therefore the implementation of the resolutory clause in the preceding paragraph.
In the event of early termination of the Subscription for any reason whatsoever, all sums remaining due by the Customer shall become immediately payable, without prejudice to any damages that may be due to OPSCIDIA.
ARTICLE 9. CUSTOMER CONTACTS
For technical assistance, additional services, training and customization, or for billing questions, the Customer may contact OPSCIDIA :
- by e-mail to support@opscidia.com ;
- or by using the contact form at https://www.opscidia.com/fr/contacter-opscidia/ ;
- or the instant messaging module accessible from the Platform.
Any problems related to the Customer’s Internet access or hardware configuration are not covered by the assistance provided to the Customer.
ARTICLE 10. PROTECTION OF PERSONAL DATA
OPSCIDIA undertakes to strictly apply the regulations on the protection of personal data, namely in particular – as a company subject to French law – Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, as amended (known as the “Loi Informatique et Libertés”) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the General Data Protection Regulation (hereinafter the “GDPR“).
Customers are therefore invited to carefully read OPSCIDIA’s Privacy Policy, which defines the rules applicable to the collection, processing and transfer of personal data.
For all requests for information, please use the following e-mail address: rgpd@opscidia.com, specifying the customer reference and/or consult the website of the Commission Nationale de l’Informatique et des Libertés.
Some of the data collected and processed by OPSCIDIA is necessary to enable OPSCIDIA to pursue the purposes described in this privacy policy, and in particular for the provision of Services or the management of Subscriptions. Consequently, failure to provide such information may prevent OPSCIDIA from providing the Services, in particular consultation of the Platform. OPSCIDIA shall not be held responsible for such an impediment in the event of refusal to communicate data by the Customer and/or User.
ARTICLE 11. COOKIES
The cookie policy available in our Privacy Policy (see dedicated paragraph) provides Customers with information on how OPSCIDIA uses “cookies” or “trackers”. These cookies help us to understand how End Users interact with the Platform, and thus to improve the experience and use of certain Features.
The cookie policy also provides information on how third parties may use these technologies in association with OPSCIDIA.
The use of certain tracers or cookies is necessary to enable the Customer and the User to access the Services and the customer area. OPSCIDIA may not be held liable in the event of impossibility of access to the Services or to the aforementioned customer area resulting from opposition to the use of these tracers or cookies by the Customer and/or User.
ARTICLE 12. LIABILITY
OPSCIDIA makes no express or implied warranties with respect to the Information and data published on the Platform or with respect to the Features. The Customer is solely responsible for the use and interpretation he makes of the Information and Functionalities provided by OPSCIDIA, and for the actions and advice he deduces or issues therefrom.
The use and exploitation of the Information and results obtained from the Functionalities by the Customer is therefore under his sole responsibility and at his own risk, including the use of links on social networks. In this respect, it is hereby specified that OPSCIDIA does not intend to act as a substitute for the Customer in carrying out research and/or interpreting the Customer’s questions or analyzing the Information obtained by means of the Functionalities.
Under no circumstances shall OPSCIDIA be held liable for any direct or indirect damage that may be caused by the Information provided on the Platform. By express agreement between the Parties, any financial or commercial loss, loss of profit, data or clientele, as well as any action brought by a third party against the Customer, is considered as indirect damage.
OPSCIDIA cannot be held responsible for any damage that may result from the Customer’s access to the Platform: use of the Platform and its Services is the sole responsibility of the Customer. Importing non-anonymized or confidential documents onto the Platform is at the Customer’s sole risk.
OPSCIDIA’s liability is limited solely to direct damages caused by a breach on its part, and OPSCIDIA shall in no way be held liable for indirect or unforeseeable damages or damages that may result from the Customer’s use of the Platform.
In any event, if OPSCIDIA were to be held liable by the Customer for direct damages suffered by the Customer under the Subscription, the Customer’s right to compensation per contractual year would be limited, all causes and damages combined, to the amount of the last twelve (12) months of Subscription received by OPSCIDIA.
ARTICLE 13. MARKS
OPSCIDIA and the Customer are each the sole and exclusive owners of the rights to their names, trademarks and logos. Neither Party will issue press releases without the approval of the other Parties. However, a Party may use the name, logo or trademark of the other Parties for promotional purposes, in particular to announce the conclusion of the contract, or to describe the Services in general terms, whether in its internal, commercial or promotional documentation, its website, or in presentations or commercial proposals. This use is subject to strict compliance by the Party using the graphic charter of the other Party.
yARTICLE 14. TERMINATION
The Customer may cancel the Subscription up to one (1) calendar month before the expiry of the current Subscription period, by sending an email to support@opscidia.com, specifying the file reference indicated on the header of the Quotation.
Any cancellation request from the Customer will be confirmed by e-mail from OPSCIDIA. Cancellation will only be effective from the anniversary date of the Subscription.
ARTICLE 15. MISCELLANEOUS
15.1 Force majeure
Neither of the Parties may be held liable for a breach of any of its obligations resulting from external, unforeseeable and irresistible circumstances. Any breach resulting from such a case of force majeure lasting more than one month will give the non-defaulting Party the right to declare the Subscription terminated ipso jure under the above conditions, it being specified that this right may only be exercised for as long as the breach in question persists.
15.2 Assignment of contract
The Customer shall not assign or delegate all or any of its rights or obligations under the TSU without the prior written consent of OPSCIDIA.
15.3 Nullity of a clause
If any provision of the TSU should conflict with any applicable statutory or regulatory provision and/or be declared invalid or unenforceable by a court of competent jurisdiction, it shall be deemed unwritten and all other provisions of the TSU shall remain in full force and effect.
15.4 Non-waiver
The failure of either party, at any time or for any period, to insist upon the performance by the other party of any provision of the TSU in accordance with its terms shall not be construed as a waiver of any subsequent claim for such performance.
ARTICLE 16. EVIDENTIARY AGREEMENT
The data and information collected by OPSCIDIA at the time of the conclusion of the Contract (in particular the acceptance of the contract), of the commissioning of access to the Services or to the customer area, as well as the connection, browsing, downloading and more generally usage data of the End Users, are kept by OPSCIDIA as evidence. OPSCIDIA will archive this data on a reliable and durable medium. Such information and data shall be deemed authentic between the Parties until proven otherwise.
In this respect, the Customer is informed that OPSCIDIA may collect IP addresses and connection data from computer equipment accessing the Services, in particular for the purposes of access control, compliance with OPSCIDIA’s rights and proof of performance and/or any breach of contract or OPSCIDIA’s rights.
ARTICLE 17. APPLICABLE LAW AND DISPUTES
The TSU shall be governed by and construed in accordance with the laws of France.
In the event of a dispute between the Parties concerning their validity, interpretation or performance, the Parties will endeavor to settle their differences amicably.
Within eight (8) days of the sending of a registered letter alleging a breach by a Party (hereinafter the “First Notification“), the two Parties undertake to meet during a video conference lasting a minimum of one (1) hour, each Party to be assisted by external or in-house legal counsel.
Failing agreement within one month of the First Notification by any means in writing sent by one Party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France), even in the event of multiple defendants or third-party claims.