SaaS terms and conditions of subscription
Cecurity is a software publisher offering a range of business products and solutions based around sound archiving. By clicking “I agree” (or a similar button) that is presented to you at the time of your order, or by using or accessing Cecurity products, you are indicating your consent to be bound by these terms and conditions. This agreement governs your initial purchase, as well as any future purchase you may make under the reference of your customer account. This agreement also covers our financial terms and conditions as well as our hosting policy, our support and maintenance policy, and any other policy and attachments referenced in these terms and conditions.
2. CECURITY PRODUCTS
3. REGISTRATION/CUSTOMER ACCOUNT
To be able to benefit from Cecurity’s Products and services and place orders, you will have to create an account on the Cecurity website. All registration information you provide us with must be accurate, up to date and complete. You also need to update your information for the duration of use of the Products and services so that we can send you notifications, invoices, statements and other information by e-mail or via your account. You are responsible for all actions taken through your accounts.
The summary of your order, which will be presented to you when you have finished creating your account, will include the description of the products ordered, the choice of local installation or installation in hosted mode and the optional services chosen. The order will also explain your rights to use the product(s), namely: (a) the number and type of authorized users (as defined below), (b) the storage or capacity for the hosted Products, (c) the number of licences, copies or instances for the installed software, or (d) other restrictions or chargeable units as the case may be. The term “order” also covers all purchases you make to increase or improve your user rights, either through your customer account or by increasing your rights directly in the Products. The initial order as well as additional orders either through your customer account or directly in the Products will form part of the contractual commitments binding you to Cecurity. The choice of Products and services is up to you and it is your responsibility to ensure that these match your needs. Cecurity cannot be held responsible for a possible mismatch of Products and services to your needs.
. AUTHORIZED USERS
The rights to use Cecurity Products and services are granted for a number of authorized users as defined in the order(s). Some Products may allow you to designate different types of authorized users who will have more or less extensive rights to use the Products and services. Authorized users may be employees of your company and its subsidiaries, legal representatives, consultants, agents or any other third party acting for your benefit or on your behalf. You are solely responsible for designating authorized users. You can increase the number of users authorized to access your instance of the product by placing a new order through your customer account or, in some cases, directly through the product. Cecurity will regularly check the number of authorized users you have designated. If the number of Authorized Users as defined in the initial order is exceeded, Cecurity will charge a price supplement in accordance with its price list in effect at the time. Cecurity will also authorize you to allow your customers to have limited access to certain Products as authorized users, subject to the following provisions. In all cases, the access you grant your customers will be recorded as authorized users. You are responsible for ensuring that all authorized users comply with this agreement. Any use of products by you and your authorized users must be within the scope of use and solely for the benefit of you or your affiliates. If you designate one of your customers as an authorized user, you will be responsible for their use of the hosted Products or services as you would be for any other authorized user. Therefore, you must ensure that your customers will comply with the applicable provisions in these terms and conditions as well as in any other policy and attachments referenced in these terms and conditions. The fact that Cecurity authorizes you to grant access to your customers as authorized users does not mean that you may distribute or resell the Cecurity Products or services, or make the products available to your customers for their own requirements. On the contrary, it simply means that your customers can access your instance of the hosted software or services in connection with the use of your own products and services that are unrelated to the hosted software or services.
During the time you subscribe to Cecurity Products and services, and in accordance with the provisions of these terms and conditions, Cecurity grants you a personal, non-transferable, non-assignable, non-exclusive right to use the Products and services as defined in the order. The rights granted are defined in the initial order and additional orders either through your customer account or directly in the Products, taking into account the following elements: (a) the number and type of authorized users, (b) the storage or capacity for the hosted Products and services, (c) the number of licences, copies or instances for the locally installed Products, or (d) other restrictions or chargeable units.
7. LOCALLY INSTALLED PRODUCTS
Cecurity offers its Products in hosted mode or installed locally on your hardware. You must indicate this last option when ordering. If you opt for installation on your own hardware, a Cecurity expert will contact you to define the arrangements for installation to suit your needs. You will have to bear the costs of installing the Products. Any travel expenses associated with the installation are included in the prices mentioned in the order, except for travel and accommodation expenses outside the Paris region, which will be billed additionally euro for euro. The hardware on which the Cecurity Products will be installed remains your responsibility and you must ensure that it meets Cecurity’s installation requirements prior to the visit of the Cecurity expert. The products can be installed on hardware belonging to you and operated by you or by your third-party service provider insofar as you ensure that the latter complies with the conditions set out in these terms and conditions and in any other policy and attachments referenced in these terms and conditions. You will remain responsible for ensuring that your service provider complies with these provisions. You also need to keep a complete and up-to-date register identifying the locally installed Product(s) and all versions in your possession, the hardware on which the Product(s) have been installed, as well as the location of the hardware. Cecurity may ask you to provide a copy of this register, which should then be sent within thirty (30) days of receiving the written request.
8. HOSTED PRODUCTS AND SERVICES
Subject to the provisions of these terms and conditions, as well as any other policy and attachments referenced, Cecurity grants you a non-exclusive, non-transferable and non-assignable right to access the hosted Product(s) and services as well as the associated Documentation during the applicable subscription period as defined in article 9 “Duration and renewal” and in accordance with the rights defined in the order. You acknowledge that our hosted services are online, in annual subscription mode and that we can make changes to the hosted services in accordance with the provisions set out in our hosting policy. There are storage limits associated with the purchase of the hosted products and services. These limits are described in our financial terms and conditions as well as on our websites or in the hosting policy. Cecurity will charge a supplement when the maximum storage capacity allocated as part of the subscription is exceeded, at the rates indicated on our site in our financial terms and conditions. Cecurity reserves the right to change the existing storage limits for the hosted Products and services at any time, at our discretion, with or without notice. Some of our hosted services may be subject to additional terms and conditions specific to this service as defined in our specific terms and conditions of service.
9. SUPPORT AND MAINTENANCE
Cecurity will provide support and maintenance services for the products described in the order under the conditions described in its support and maintenance policy during the period for which you have purchased the subscription. The support and maintenance policy may be amended by Cecurity to take account of improvements in processes or developments in practices. Support and maintenance for the Products includes access to new versions when these are available. However, in connection with the hosted Products, Cecurity alone will determine the relevance and installation times of new versions. Where locally installed products are concerned, you may use any new version with which we provide you during the period of your subscription in the same way that you use the initial Products. In case you would like to benefit from the assistance of a Cecurity Expert for the local installation of new versions, this assistance will be charged at the rates defined in the financial terms and conditions and must be the subject of an additional order through your customer account. Maintenance of the installed products will be remote only, either through the downloading of a corrective patch or by remote intervention if required to solve the problem.
From the moment the order is logged you will have access to online training and the user manual for the Products. If you require additional training, a Cecurity expert can provide training remotely by teleconference or on site. This additional training will be charged at the rates defined in the financial terms and conditions and must be the subject of an additional order through your customer account. All the training tools with which you are provided may only be used in connection with the use of the products and services and are subject to the same restrictions on use as the products and services.
11. DURATION AND RENEWAL
The Products and services, whether hosted or installed locally, are delivered on the basis of a monthly subscription from the date of the order (“Subscription Period”). All subscriptions will be renewed automatically for equal periods and will be charged at the rates in force on the renewal date, except if you cancel your subscription through your customer account on the website cecurity.com. If you cancel your subscription, it will come to an end at the end of the month following your notification. Every renewed subscription month is due in full, even if cancellation takes place mid-month. All amounts billed and paid before the cancellation date will remain acquired and will not give rise to reimbursement.
12. ACCESS - SECURITY
You must ensure that the user codes and passwords issued in connection with the use of the Products and services will be kept strictly confidential and will not be shared with an unauthorized person. You are responsible for all uses made using your username and password through your customer account or directly in the Products. You agree to notify Cecurity immediately of any unauthorized use that is brought to your attention. The documents you store in the hosted Products and services will only be accessible to yourself and/or the user you designate. Cecurity uses state-of-the-art security procedures to help protect your data against security attacks. However, you understand that the use of the hosted services necessarily involves the transmission of your data over networks that are not owned, operated or monitored by us, and we are not responsible in case of loss, modification, interception or storage of your data in such networks. We cannot guarantee that our security procedures will be free of errors, that transmissions of your data will always be secure or that unauthorized third parties will never be able to circumvent our security measures or those of our third-party service providers.
The Products belong to Cecurity, which designed and produced them. They are protected by the provisions of the Intellectual Property Code (Act No. 94-361 of 10 May 1994) and by international conventions. You should therefore treat the Products like any other product or data protected by copyright and all other applicable regulations. It is forbidden to remove the references to the intellectual property of the Products that appear on the Products themselves, in their Documentation and in any accompanying documents. This licence gives you a right to use the Products under licence and does not imply the assignment of any intellectual property right to the Products for your benefit or the benefit of a third party. It does not imply the assignment of any commercial secret of which Cecurity or the natural or legal persons of whom Cecurity would be the beneficiary remain the sole owners. Should Cecurity be led to use other software to fulfil this agreement, be it off-the-shelf or custom-coded software, it is expressly agreed that this agreement does not imply any assignment of title thereto, and Cecurity and/or the publisher of such software remains owner thereof and of any developments and/or creations it may be led to supply to fulfil this agreement.
14. PERSONAL DATA
If the data transmitted for the purpose of using the Products and services include personal data, you guarantee to Cecurity that you have fulfilled all your obligations under the Act of 6 January 1978, known as the “Data Processing and Freedoms Act”, and that you have informed the natural persons concerned of the use being made of said personal data. As such, you guarantee Cecurity against any recourse, complaint or claim from a natural person whose personal data are reproduced and hosted via the hosted Products and services. All information relating to the location of the data as well as to the data processing and data protection practices of Cecurity can be found in the hosting policy and in the personal data policy. Any editorial liability for the use of the Products and falls to you. As such, you are solely responsible for the quality, legality and relevance of the data and content that you transmit or store when using the Products and services. Furthermore, you guarantee that you are the holder of intellectual property rights allowing you to use and store the data and content. Accordingly, Cecurity disclaims any responsibility in case of non-conformity of data and/or content with the laws and regulations and public order. You guarantee Cecurity upon first request against any loss arising from its challenge by a third party for breach of this guarantee. More generally, you are solely responsible for the content, data and messages stored, disseminated and/or downloaded via the application Products and services. You remain the sole owner of the data and content stored in the Products.
15. FREE TRIAL PERIOD
You have a free 30-day trial period for the hosted Products and services only that you select after creating your customer account. At the end of this 30-day period, you must confirm your order through your customer account. In the absence of confirmation from you about ordering Products and services, Cecurity will cut access to the hosted Products and services and destroy any data you have stored during this free trial period. The rights granted to you in connection with the free trial will be limited to three users and one administrator.
16. FINANCIAL TERMS AND CONDITIONS
At the end of the free 30-day trial period and after your order has been confirmed, Cecurity will charge the corresponding costs for the use of the Products and services you have ordered in your initial order or through your customer account or directly in the products. The costs corresponding to the monthly subscription will be charged payable in advance on creation of the customer account for the first invoice and each month in case of renewal. Additional orders will be billed when placed for the first invoice and will be added to the monthly subscription billing in case of renewal. Invoices issued by Cecurity are payable on receipt, by bank card directly on the website or by direct debit, net and without discount. Cecurity will revise its rates on 1 January each year, using the following formula: P = Po X S / So where: P = new price Po = initial price S = latest Syntec index published on the billing date So = latest Syntec index published on the date of the initial order. By express agreement, and except in the case of deferral requested in good time and granted specifically by Cecurity, failure to pay on the due date shall entail the following, automatically and after prior notice has remained unsuccessful for eight (8) days: the flat-rate billing of 40 euros per unpaid invoice; the immediate payability of all sums due, regardless of the envisaged payment method; the billing of interest at a rate of two (2) times the statutory interest rate; the interest being due by the mere fact of the expiry of the contractual term. This default interest will be levied notwithstanding any damages and interest that Cecurity might claim as a result of the non-payment in question; the suspension of all access to the current Products and services.
Cecurity undertakes to fulfil the obligations entrusted to it within the framework of your orders. As such, Cecurity is required to implement all the resources deemed necessary, according to best industry practice, to achieve the objectives assigned to it under your orders. It is your responsibility to provide evidence of failures on the part of Cecurity and the non-conformity of the Products and services provided in relation to the specifications described in your orders. You are solely responsible for the use you make of Cecurity Products and services. It is your responsibility to check them in accordance with the applicable rules and to inform Cecurity of any fault or non-conformity of these Products and services. Insofar as you demonstrate that you have suffered direct harm, the cumulative responsibility of Cecurity over a given contractual year is expressly limited to 50% of the amount of the annual fee charged by Cecurity under the Product user licence. Cecurity shall on no account be liable in any manner whatsoever for any indirect damage, such as any loss or business disruption, economic loss, shortfall in earnings, loss of profits, downturn in business or action brought by a third party against you as a result or consequence of this undertaking. On no account shall Cecurity be held liable in the event of: fault, negligence, omission or failure on your part; delay in the supply of the Products and services, due to your fault or that of one of your staff or subcontractors; fault, negligence or omission of a third party over which Cecurity has no supervisory power; force majeure, events or incidents beyond the control of Cecurity, such as civil unrest, attacks, fire, failure of internet networks, etc. Cecurity is only liable for the tasks specifically assigned to it in the order(s). Cecurity shall not for instance be liable in any manner whatsoever for the use made of the data by you or a third party, or for the content of the data stored by you in the Products. During execution of the orders, you remain the custodian of all your equipment and facilities, including those put at the disposal of Cecurity’s staff.
18. FORCE MAJEURE
Cecurity shall not be deemed liable for any breach of its obligations under the orders if such a breach is due to a case of force majeure. Besides those defined as such in legal precedents adhered to by French courts and tribunals, the following are expressly considered cases of force majeure or fortuitous events: total or partial strikes unrelated to the Parties, epidemics, disruption in transport services or the supply chain for any reason whatsoever, earthquakes, fires, storms, flooding, government or legal restrictions, disruption in telecommunications, in particular the networks of telecoms operators. In the event of a case of force majeure, the obligations will be suspended and will be fulfilled again as soon as the effects of the cause(s) of non-fulfilment have ended, within a time frame that will depend on the circumstances at the time. Should a case of force majeure defer due fulfilment of the obligations set out in the orders for more than three (3) months, either party may cancel its undertaking either by mail or through your customer account.
Should either Party be in breach of any obligations herein and fail to remedy within ten (10) days of receiving notice thereof from the other party, the other Party may exercise its right to cancel orders, electronically or through your customer account. The cancellation of your orders for any reason whatsoever shall not lead to the refund of sums billed and paid to Cecurity prior to cancellation.
20. REVERSIBILITY – DELETION OF DATA
If your orders are cancelled for any reason whatsoever, you must recover your data stored in our Products and services. To do this, you will have to download these data yourself. If you would like the assistance of Cecurity to do this, Cecurity will offer to assist you with the reversibility in accordance with its reversibility policy and at the rate in force at the time of cancellation as referred to in its financial terms and conditions. At the end of 30 calendar days following the actual cancellation date, Cecurity will delete all your data contained in our Products and services; no claim or demand for compensation of any kind may be made to Cecurity due to the deletion of your data within this framework. It is your responsibility to ensure that you have recovered all your data prior to the actual cancellation date
Cecurity may subcontract some or all of its obligations. In the case of subcontracting, Cecurity remains responsible for ensuring that its obligations are properly fulfilled by its subcontractors.
22. USE OF THE REFERENCE
We may cite you as a customer of Cecurity in our promotional material. You may ask us to stop doing so by sending an e-mail to customer service through your customer account at any time. Customer service may take up to 30 days to process your request.
23. STATISTICS AND REPORTING
In connection with the use of our Products and services, we need to measure, analyse and aggregate how users interact with our products in order to adapt our Products and our billing. To do this we need to collect usage data and statistics on the use of our products. In the event that Cecurity is unable to gather these usage data and/or statistics for the locally installed products, you expressly authorize Cecurity to carry out an audit on site, at its request, in order to obtain the elements required to validate observance of the limits attached to the orders you have placed. If, in connection with this audit, Cecurity discovers that you are exceeding the scope of your use of the Products and services, Cecurity will charge you for these overruns or excessive uses, past and present, as well as for the costs incurred by Cecurity in conducting the audit, and you must pay this invoice on receipt.
24. CHANGES TO THE TERMS AND CONDITIONS
Cecurity reserves the right to amend or update its terms and conditions, including the policies referred to and other documents linked to these terms and conditions. If we amend the terms and conditions during your licence or subscription period, the amended version will take effect within fourteen (14) days of notification of the amendment. In this case, if you object to the updated agreement, as an exclusive remedy you can choose not to renew your monthly subscription. Renewing your subscription constitutes acceptance of the new amended or updated terms and conditions. A failure to apply, or a delay in applying, one of the provisions of these terms and conditions or the policies referred to does not entail waiver of the benefit of these provisions. Should any clause in these terms and conditions be declared null and void or not applicable, said clause will be deemed unwritten but will not nullify the contractual agreement between the Parties as a whole.
This Agreement is governed by French law. In the event of a dispute, both Parties will do their utmost to reach an out-of-court settlement. Failing an amicable solution, any dispute concerning the application, implementation or interpretation of these terms and conditions shall by express agreement be brought before the Commercial Court of Paris.