Disclaimer: this document is a translation of the French document “Conditions Générales de Vente et d’Utilisation” (version of September 28th 2021).
I. About Amalia
The Services are provided by AMALIA, a simplified joint stock company with a capital of 1,000 €, registered in the Trade and Companies Register of Lille (RCS) number 879 828 135, and having its main office at 165 avenue de Bretagne, 59000 Lille, France (“AMALIA”).
II. Scope of the General Terms and Conditions
These General Terms & Conditions (originally called "CGVU" as per “Conditions Générales de Vente et d’Utilisation”) are applicable to all use and access to the Software.
They are electronically validated by the Customer at the time of Subscription and at each modification of the T & Cs (“Terms and Conditions”) and are available at any time for Users, on the Site. The CGVU prevail over all contractual documents issued by the Customer.
The Customer acknowledges having read and understood the T & Cs and accepts to be bound by them. AMALIA reserves the right to modify the T & Cs at any time by notifying by email any new version to the Customer who undertakes to take note of these modifications.
The terms beginning with a capital letter in the T & Cs have the following meaning:
IV. Description of the Software and Services offered by Amalia
4.1. Description of the Software
AMALIA is a software offering an online tool for managing sales representatives' commissions, with functionalities allowing its Users to manage the calculation, verification, traceability of commissions and their visibility.
The Software is made available under the conditions provided for in these T&Cs. Users can contact support by email to obtain information on accessing the Software.
4.2. Description of Services
AMALIA also provides, at the Customer's request, and for a fee, support services provided by its Consulting (i), Deployment (ii), Training (iii) and Integration (iv) Department.
The support services offered by AMALIA at the Customer's request are subject to an estimate and consist of:
(i) helping the Customer to identify his needs and recommend technical-functional solutions;
(ii) to configure the Software according to the needs expressed by the Customer in the quote;
(iii) to train Administrators and Collaborators to discover or optimize the use of the various functions of the Software;
(iv) to take back the data, to create connectors with third-party tools, according to specifications qualified and validated with the Customer.
4.3. Privilege Levels and Access to Tools
User Accounts are defined according to their privilege levels. When the Client subscribes to Accounts for Employees, they have access to the Tools under the conditions defined by the Administrators.
The Directors have access to all the Content of the Employees. They may, under their sole responsibility, offer one (1) free access dedicated exclusively to the Client's payroll manager, who may consult the Content reserved for him and, if necessary, download it.
By default, the Account configured by AMALIA is an Account for the Creator, who has all the privileges granted by the status of Administrator.
Users may share Content, including with Customer's third party customers.
4.4. Customer information
The Customer acknowledges having verified the suitability of the Software to his needs and having received all the information and advice necessary prior to the Subscription.
In addition to access to the online resource center (FAQ), documentation specifying the list of functionalities offered by each Tool will be made available to the Customer upon request by email.
To ensure the suitability of the Tools making up the Amalia software suite to their needs, the Customer has the possibility of benefiting from a personalized demonstration by a customer advisor.
The Customer also acknowledges having been fully informed by AMALIA of the extent of its contractual obligations under these T & Cs.
V. Conditions of access to the Software and creation of Accounts
5.1. Creator Account
To have access to the Software and use its various functionalities, the Client and the Users must be legally able to contract and submit to any applicable law. The use of the Software and the benefit of the Services are reserved for the achievement of professional objectives only.
At the Client's request, AMALIA will create an Account for the Account Creator, using the following information that the latter will have transmitted to it:
The Account Creator undertakes to inform AMALIA of any modification of the information communicated to AMALIA when creating the Creator and / or Administrator accounts.
In the event of a change in the Account Creator, the latter must notify it without delay in writing (email or request to support) to AMALIA by providing it with the new relevant information and in particular all legal information required, for the modification and updating of the account. Account.
5.2. User Accounts
The Account Creator, Administrators and Employees declare that they are authorized to use the Software and have accepted the T & Cs on behalf of the Client.
The Account Creator, and / or the Administrator sets (s) the configuration of Employees' Accounts.
The password associated with the Account is strictly personal and confidential and must not be shared with third parties. Users are responsible for the loss or theft of their password. AMALIA recommends that Users regularly change their passwords and choose complex passwords comprising specific letters, numbers and characters.
AMALIA invites Users to consult the CNIL (French National Agency regulating Data Protection) website which offers a list of advice for managing passwords securely.
The Customer undertakes to inform AMALIA by email and without delay in the event of theft or loss of his usernames and / or passwords.
VI. Obligations of Amalia
6.1. Obligations of AMALIA
AMALIA grants the Client and Users on behalf of the Client a non-exclusive licence to access and use the Software in accordance with the T & Cs.
AMALIA undertakes to exercise prudence and diligence in providing a quality service, in accordance with the practices in the matter and the rules of the art. AMALIA will endeavor to provide permanent access to the Tools, 24 hours a day and every day, except in the event of suspension or scheduled maintenance referred to in article 10.1.1 of the T & Cs, or in the event of Force Majeure, as defined in article 15.5 of the T & Cs.
Amalia undertakes to perform the Services in accordance with the rules of the art and under the conditions described herein in compliance with the service levels defined in article 10.1.1 according to an obligation of result for the expressly measurable obligations provided for in this article.
6.2. Obligations associated with Customer Content
AMALIA undertakes to:
VII. Obligations of the Customer and Users
7.1. Access to Tools by Users
Users must use the Software in accordance with the T & Cs. They agree to be bound by them throughout the Terms.
The Customer has a personal right to use the Software under the conditions provided for at the time of the Subscription, and undertakes to inform AMALIA immediately of any exceeding of the number of Users provided for in the contract.
The Customer is committed to the respect of the CGVU by the Users.
To access the Software, Users must have access to a terminal connected to the Internet. All costs necessary for the equipment and connection of Users to the Internet and for their access and use of the Tools are the sole responsibility of the Customer on whose behalf the Tools are used.
AMALIA recommends that the Customer subscribe to the paid Software configuration services provided by its Consulting, Deployment, Training and Integration Department. Failing this, Users will configure the Tools they have chosen under their sole responsibility, and will alone check their compatibility with their terminals.
7.2. Use of the Software
To use the Software, the Customer undertakes to:
In the event of a violation of the foregoing, AMALIA reserves the right to immediately suspend access to the Client's Accounts without compensation, in addition to the implementation of the provisions provided for in Article 9.2.2 (Terminations for fault) of these T & Cs.
7.3. Content belonging to the Customer and accessible via the Software
The Customer is entirely and solely responsible for the Content downloaded, stored or uploaded by Users via the Software. Users are informed that the use of the Tools does not exempt them from making backup copies.
The Customer grants AMALIA the right to use User Content in order to operate the Software, ensure its security, and for the purposes of supporting and storing its Content.
The Client agrees that AMALIA has no control over its Content, and undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data.
The Customer undertakes to respect and ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, designs and trademarks. .
The Customer takes the responsibility of the Content stored by its own customers to which it will have given access to the Software.
The Customer undertakes to make payments to AMALIA in accordance with article VIII of the T&Cs.
7.5. Recovery of the Content by the Client at the end of the Subscription
The Client is informed that AMALIA does not keep the Client's Content indefinitely. The Customer therefore undertakes to export his data himself from the Tools, at the end of the Term or of the termination, whatever the cause.
To this end, the Customer undertakes to notify Users in sufficient time, and by any means, that they must download their data from the Tools.
Failing this, the Customer may request from AMALIA a new access to the Software to recover its Content within a limit of ninety (90) days, under the conditions of Article 9.3.1 (Access to the Software and recovery of data by the Customer) of these T & Cs.
8.1. Prices applicable to the Software Offer
The applicable prices are communicated by any means at the choice of AMALIA to the Customer, at his request, before the Subscription.
Prices may differ depending on the number of Users, the Tools chosen, the applicable currencies and the possible application of taxes.
The Tools chosen by the Customer at the start of the Subscription will bind them throughout the Term.
During the Term, the Customer may increase the number of Tools and Users but under no circumstances exchange one Tool for another, or decrease the number of Tools or Users.
AMALIA reserves the right to make promotional offers which may differ from the Price policy communicated to the Customer.
The total price due for the Subscription is payable in advance, at the start of the subscription or of the renewed period. The Customer makes payments by bank transfer. Exceptionally, AMALIA can accept, without being obliged to, a online payment.
The Customer can opt for the monthly payment of his subscription, granted by AMALIA under the following conditions:
The Customer guarantees to have the funds as well as the necessary authorizations to use the chosen payment method. The Customer undertakes to keep the means of payment associated with his Amalia account active, in particular in the event of a direct debit and to inform AMALIA sufficiently early of any change in bank details to allow it to take the changes into account and continue with the withdrawals.
In the event of late payment, the Customer will be subject to a lump sum of forty (40) euros. Any delay in the payment gives rise to the payment of interest by the Client on the amount remaining due on the due date.
The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euros, increased by ten (10) percentage points.
The Client shall reimburse AMALIA for all costs (including any attorneys' fees) associated with the recovery of payments not honored by the Client.
AMALIA reserves the right, in the event of non-payment by the Customer of one of its invoices, to suspend access to the Software until payment is received in its full amount.
Invoices are drawn up only electronically, which the Customer expressly accepts. The list of invoices is available on request by email from the Customer to AMALIA.
The Customer undertakes to inform AMALIA of any change in their postal and banking address or any other information necessary for payment.
Any dispute concerning an invoice must be expressed in a letter or email sent with acknowledgment of receipt within thirty (30) days from the date of the invoice (or pro forma invoice).
In the absence of such a letter or email, the Customer will be deemed to have accepted the invoice.
8.4. Modifications to the Price policy
AMALIA reserves the right to update its Price policy at any time subject to the following stipulations.
The Prices applicable to Customers when their Account is created are guaranteed until the renewal of the Term: the new pricing policy will only apply to the renewal of the subscription.
The Customer remains free not to renew the Subscription if he does not accept the new prices.
IX. Duration & termination
The Subscription is carried out for a Duration of twelve (12) months and can be renewed at the Client's request for the Duration and the Tools of his choice. In the absence of renewal requested by the Client, the Subscription will end on the last day of the Term.
The Parties undertake to execute all the provisions of these T & Cs until their term. In the event that the Client wishes to terminate his engagement before the expiry of the term, he nevertheless acknowledges having to perform all of his obligations and pay the agreed price. No refund or credit can be made for partial use of the Software.
9.2.2 Termination for fault
In the event of a breach by one of the Parties of any of its obligations under the T & Cs, a breach which would not be remedied within thirty (30) calendar days from the date of receipt of a formal notice by registered letter with acknowledgment of receipt, the other Party may terminate the Subscription.
The termination must be notified to the defaulting Party by registered letter with acknowledgment of receipt.
9.3. Data recovery at the end of the Term
9.3.1 Access to the Software and data recovery by the Customer
Notwithstanding the provisions of article 7.5 of these T & Cs, the Customer has the possibility, within ninety (90 ) days following the end of the Term, whatever the cause, to make a request to AMALIA in order to allow Users to access the Account.
Access to the Account is open for a period of seven (7) days to view and export the following elements of Content, in a structured format, commonly used and readable by any terminal (CSV):
9.3.2 Return of the Content by AMALIA
The Customer has the possibility, within ninety (90) days following the end of the Term, whatever the cause, to request from AMALIA, for a fee, a copy of its Content, which AMALIA will return to it in a structured format, commonly used and readable by any terminal (CSV).
Insofar as the Customer's request relates to elements not provided for in article 9.3.1, or requiring the implementation for AMALIA of complex recovery processes, all the costs of recovering the elements listed below, external support and secure shipping will be the subject of an estimate and will be borne by the Customer.
AMALIA will delete Customer Content from its servers one (1) year after the end of their subscription, except for any Content whose longer retention is required by law or for a legitimate reason.
X. Liability & exclusion of guarantees
10.1 Responsibilities and guarantees of AMALIA
AMALIA provides the Tools and Services at the end of an obligation of means.
AMALIA does not guarantee that the Tools will operate without interruption or malfunction, or that they will not contain anomalies or errors that can be corrected, or that they are compatible with equipment or a configuration other than those expressly approved by AMALIA.
AMALIA reserves the right to interrupt access to the Tools at any time and temporarily:
AMALIA will not be liable for any compensation in the event of temporary interruption of access to the Tools under the conditions mentioned above.
However, and notwithstanding the above, Amalia commits to a SLO (Service Level Objective) of 99% corresponding to the % monthly uptime of the Amalia application. If Amalia does not reach this SLO, the Customer will be eligible for a discount in the form of credits to be used on their next invoice.
The amount of the discount will be calculated as follows:
The Services provided by AMALIA for support services (deployment, configuration, integration, etc.) cannot never replace the administrative and management functions and the obligations of the Customers. Subject to the Subscription to the Services concerned, the assistance of AMALIA is given only for the use of the Tools, never for the organization or the management of the activities of the Customers.
In the absence of a Subscription to the support services (Services), Customers will be able to consult the Frequently Asked Questions which will be accessible from the Site.
AMALIA does not guarantee that the Subscription to the Tools and / or the Services will improve the performance of the Client's activity.
This clause is essential for AMALIA and is part of the agreement of the Parties.
Under no circumstances will AMALIA be directly or indirectly responsible for any damage caused to Customers, Users or a third party due to their fault. AMALIA reserves the right to stop the marketing of a Tool without compensation and after two (2) months' notice, and to change the functionalities of the Software at its sole discretion.
10.1.2 Hosting and conservation of Customer Content
The Software is hosted on the dedicated and secure platform of AMALIA, in a data center located in Belgium. AMALIA's servers are managed by a web hosting professional: GOOGLE CLOUD PLATFORM. Customer Content, whether stored, uploaded or downloaded by Users, is saved on dedicated external servers belonging to AMALIA. The Customer's Content is stored on AMALIA's servers for one (1) year after the end of his subscription, except for any Content whose longer retention is required by law or regulation.
AMALIA only allows access to the Software and Content to persons specifically authorized by AMALIA and by the Customer.
AMALIA implements the measures and technical means necessary to ensure the security of connections, Customer Content and their Personal Data. To this end, AMALIA uses the TLS-SSL protocol which allows any information to be encrypted, in particular billing information. This encryption process protects the data by systematically scrambling the information before it is transferred to AMALIA.
10.2 Limitation of AMALIA's warranty
WITHINTHE LIMITS DEFINED BY APPLICABLE LAW, AMALIA'S SERVICES (IN PARTICULAR FOR THE TOOLS PROVIDED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS IS. AMALIA DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Whatever the cause, the total cumulative liability of AMALIA can never exceed the amount of the sums actually received from a Client by AMALIA in remuneration of his subscription for the Duration.
This liability limit does not however apply to liability arising from:
The responsibility of AMALIA can be engaged only for the only damage of which AMALIA is directly and exclusively at the origin, without any joint or solidum engagement with the thirds having contributed to the damage.
10.3 Responsibility and guarantee of the Customer
10.3.1 Access and use of the Software
The Customer acknowledges that the Tools constitute a particularly complex platform, particularly in terms of computer technology. Amalia uses state of the art processes and techniques. However, in the current state of knowledge, tests and experiments cannot cover all possible uses. The Customer therefore undertakes to bear the risks of inadequacy or unavailability of the Tools.
The Client acts as an independent entity and therefore assumes all the risks of its activity. He is solely responsible for the Subscription, Content and files transmitted, distributed or collected, as well as their functioning and updating.
The Customer is responsible for:
10.3.2 Equipment of the Customer and Users
AMALIA may recommend to the Customer technical prerequisites or certain configurations for using the Software. The Customer and the Users are responsible for monitoring these technical prerequisites or recommendations.
The Customer and the Users are solely responsible for their connection to the Internet as well as for all related costs.
Access to the Tools can be made by means of software downloaded from the terminals of Customers and Users.
The Customer and the Users agree that AMALIA can automatically update this software, and the T & Cs will apply to these updates.
The Customer and the Users declare that they understand that AMALIA cannot be held responsible in the event of an interruption to the Internet, viruses affecting their data and / or software, the possible misuse of Account passwords and, more generally, from all damages caused by third parties.
The Customer is solely responsible for the use and implementation of means of security, protection and backup of its equipment, its Content and software.
As such, it undertakes to take all appropriate measures to protect its Content. The User undertakes not to commit any act which could jeopardize the security of the software platform.
10.3.3 Client guarantees
Client guarantees The Client guarantees AMALIA, as well as its affiliates and subsidiaries, their officers, directors, employees, agents, against any claim or demand, including reasonable attorneys' fees, made by a third party due to the violation of the T & Cs, their abusive use of the Tools (including by Users) or the violation of any law or the rights of a third party.
The Customer acknowledges using the Software in compliance with the laws and regulations in force. In the event that AMALIA is held jointly and severally liable within the framework of any administrative or legal procedure, due to the irregular use of the Software by the Client and / or the Users, the Client undertakes to indemnify AMALIA up to the amount of the all the sums that could be claimed from him.
AMALIA is responsible and guarantor of the proper performance and completion of the Services, under the conditions of applicable common law. AMALIA declares that it has taken out an insurance policy covering its professional civil liability for an amount of EUR 500,000 and justifies the existence of this insurance at the Customer's simple request.
XI. Intellectual property
11.1 Property of AMALIA
The Software and the Site belong without any limitation to AMALIA.
Customer and Users are authorized to use the Software in accordance with the License. All rights not expressly granted by the T & Cs are reserved.
AMALIA sites and software developed by AMALIA are original works protected by intellectual property rights and international conventions. The Client and Users warrant that they will not modify, rent, borrow, sell or distribute these works, or create derivative works based in whole or in part on them. They undertake not to implement a reverse engineering process, except under legal conditions.
No use of the name or trademark of AMALIA may take place without its prior consent.
The Customer and the Users recognize that AMALIA is the sole owner of its intellectual property rights, and in particular of the Software and must not at any time contest this property or the validity of the intellectual property of AMALIA or the rights attached to it
The elements available via the Tools or on the Site such as software, databases, tools, platform, Web pages, texts, photographs, images, icons, sounds, videos and more generally all the information available for Customers and Users are the property, entirely and exclusively of AMALIA.
Amalia declares and guarantees that the Software and the Service do not infringe the rights of third parties. Amalia guarantees the Customer against any claim of ownership and any disturbance affecting the use of the Software and the Service and any costs resulting from a claim by a third party on the basis of its intellectual property rights, from an act of competition. unfair and / or parasitism.
11.2 Intellectual property of Customers
Neither Party acquires any intellectual property right over the databases of the other, nor over its brands, designs, graphics, screens or software.
Thus, the Customer's Data belong to the Customer, who however authorizes AMALIA to use this data, exclusively under the conditions and limits provided for by these T & Cs, and in particular, by its Articles 6.2 (Obligations associated with Customer Content) and XII ( Protection of personal data).
No use of the Client's trade names, brands or logos may take place without the Client's prior consent.
XII. Protection of personal data
The execution of the Contract requires the processing, by AMALIA, as Sub-processor, of the personal data of the Customer who acts as Data Controller.
The purpose of this article is to define the conditions under which AMALIA undertakes to carry out the personal data processing operations defined below on behalf of the Data Controller.
In this context, the Parties undertake to comply with all applicable regulations with regard to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27th, 2016 (hereinafter , "The European Data Protection Regulation" or "the GDPR") and Law n ° 78-17 of January 6th,1978 as amended, relating to data processing, files and freedoms (hereinafter, the "Law data processing and freedoms ”).
12.1 Description and purposes of processing, data collected
The persons concerned by the processing are: the Client, the Client's employees, the clients of the Client.
AMALIA collects Users' personal data such as: last name, first name, email address, date of birth, photograph.
The purposes of the processing are:
If the Customer uses the services to process other Data or categories of Personal Data (such as sensitive data within the meaning of the GDPR), or for other processing or purposes, the Customer does so at his own risk, in its capacity as data controller, and AMALIA cannot be held responsible in the event of a breach of the regulations.
AMALIA undertakes to put in place a written register of all categories of processing activities carried out on behalf of the Client, in its capacity as controller, including:
The authorization given by the Customer to AMALIA to carry out the treatments mentioned in the subcontracting register of article 12.1, is valid for the entire duration of the Contract.
However, in the event of a substantial modification of the processing operations or if a new processing of personal data is necessary, the Client, in his capacity as Data Controller, must authorize the new processing or the modification envisaged and specify the duration of this authorization.
The personal data protection officer or service responsible for the protection of personal data of AMALIA can be contacted at the following email address: firstname.lastname@example.org
12.2 Obligations of the Parties: general
The Parties recognize that AMALIA will be required to process the Data of a Personal Nature provided by the Customer in the various Tools, in his capacity as Publisher of the Software, for the sole purposes and under the conditions agreed in the T & Cs, in order to achieve the object of these T & Cs and fulfill the obligations incumbent upon him.
AMALIA undertakes to process the Personal Data defined in article 12.1 hereof.
The Parties acknowledge that the achievement of the object of these T & Cs and the use of the Tools constitute the Customer's documented instructions. It is specified that any instruction not documented in writing, or not in accordance with the regulations, is not taken into account by AMALIA.
AMALIA immediately informs the Customer if, in their opinion, an instruction constitutes a violation of these regulations or of other provisions of Union law or of the law of the Member States relating to the protection of Personal Data.
It is understood that AMALIA cannot be held responsible for the decisions taken by the Client as data controller and that the object of these T & Cs is not the provision of legal advice.
The Customer undertakes to alert AMALIA without delay, in the event of changes in the Customer's requests, leading to or likely to lead to a change in the status of AMALIA with regard to the regulations.
12.3 Obligations of the subcontractor
12.3.1 Cooperation and assistance
The Customer acknowledges that the following procedures satisfy AMALIA's obligation of cooperation and assistance to enable it to ensure compliance of the processing with the regulations, in particular with regard to :
12.3.2 Security and confidentiality
The Client acknowledges that the following procedures meet the security and confidentiality obligation necessary for the processing to comply with the regulations:
12.3.3 Subsequent subcontracting
The Customer accepts that AMALIA may call on subsequent subcontractors acting in its name and on its behalf, in order to assist it in the processing operations of the Customer's Personal Data.
Thus,following service providers:
AMALIA takes all the necessary precautions when choosing its subcontractors to whom are entrusted the Personal Data of its Customers and informs the Customer of any planned change concerning the addition or replacement of a subsequent subcontractor by any written means at its convenience.
The Customer may object to such an addition or replacement by notifying AMALIA in writing within ten (10) days of receipt of the notice of addition or replacement sent by AMALIA. The Customer acknowledges and accepts that the absence of objection within the aforementioned period is equivalent to an acceptance on his part of a new subcontractor. In the event that the Client opposes the appointment of a subsequent subcontractor for a legitimate reason, the Parties agree that either Party may terminate the Subscription.
AMALIA enters into a contract with any subsequent subcontractor containing the same obligations as those set out in these T & Cs, in particular by requiring the subsequent subcontractor to process the Customer's Personal Data only in accordance with AMALIA's written instructions.
AMALIA remains fully responsible towards the Customer for any processing carried out by the subsequent subcontractor in violation of the obligations of these T & Cs.
If the Customer considers it necessary to carry out an audit to verify the compliance of the Software with the regulations and with these T & Cs, AMALIA agrees to submit to them under the following conditions:
He must have the required professional qualifications and is subject to a confidentiality agreement.
The Parties acknowledge that all reports and information obtained as part of this audit are confidential information.
The start date of the audit, the duration and the scope of the audit are defined by mutual agreement between the Parties with a minimum notice of 30 working days.
The frequency of audits is limited to one audit per year and must not disrupt AMALIA's activity.
The audit can only be carried out during the opening hours of AMALIA. The audit does not include access to information unrelated to processing carried out in accordance with these T & Cs, nor physical access to the servers on which the Software is saved.
The Client bears all the costs and expenses incurred by the audit and reimburses AMALIA for all the costs incurred for this purpose, in particular, the time spent on the audit on the basis of the average hourly rate of AMALIA staff who collaborated on the audit.
12.3.5 Location - Data transfers
The Personal Data of Users are stored in Saint-Ghislain in Belgium on AMALIA's servers, which are hosted by the GOOGLE CLOUD PLATFORM Company.
If AMALIA were to transfer Personal Data to other service providers established outside the EU, AMALIA will first ensure that they have adhered to the standard contractual clauses approved by the European Commission.
12.3.6 Return, destruction of personal data
At the Customer's choice and within 30 days of the Customer's request to AMALIA at the end of the Term, AMALIA will immediately return to the Customer all the Data to Personal Data and all copies thereof, or will securely delete or destroy Personal Data.
In accordance with article L.122-6-1 of the Intellectual Property Code, the Customer can obtain information from AMALIA on the interoperability of the Tools by sending his request by registered mail to: SAS AMALIA, 165 avenue de Bretagne- 59000 Lille.
AMALIA will have two (2) months to send the requested information to the Customer. The information will be communicated for the sole purpose of fulfilling its legal obligations. Under no circumstances should this information be provided by the Customer to a third party, even free of charge.
Without prejudice to the provisions of article 12.3.3, AMALIA reserves the right to call on subcontractors to assist it in achieving the object of these T & Cs.
15.1 Non-solicitation of personnel
The Client undertakes not to hire or solicit the hiring or the services (in any form whatsoever), for himself or for a third party, directly or indirectly, of any employee of AMALIA (that is to say of any employee of AMALIA on the day of the conclusion of the Subscription, or who would enter into an employment contract with AMALIA during the Term) or to encourage one of the employees of AMALIA to cease the functions that he or she will exercise within AMALIA.
This obligation will end twelve (12) months after the termination of the Subscription for any reason whatsoever.
In the event of non-performance of this article, the Customer undertakes to pay AMALIA as a penalty clause, a sum equal to twelve (12) months of the monthly salary (less employer and employee social contributions) paid by AMALIA to the employee concerned on the date on which the non-performance of the obligation would be noted.
This penalty will be due for each employee of AMALIA who is hired by the Client or whose services are requested by the Client in any form whatsoever. In accordance with article 1228 of the civil code, AMALIA can pursue the forced execution of this obligation instead of claiming the payment of this penalty clause.
The “Confidential Information” is, without this list being exhaustive, all the information and data communicated by one Party to the other Party, within the framework of the execution of the Subscription, in writing and / or orally, under in the form of graphics, drawings, plans, reports, customer lists, price lists, results, meeting minutes, instructions and other elements of any kind.
Each Party undertakes in its name (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep strictly confidential, using the same means and procedures as those used for its own confidential information, the Information Confidential.
This confidentiality obligation does not cover Confidential Information:
15.3 Absence of the right of withdrawal
In accordance with the Consumer Code, the right of withdrawal does not apply to the services provided by AMALIA, which are exclusively intended for Professional Customers and necessarily fall within their main field of activity, whether either commercial, industrial, artisanal, liberal or agricultural, including when they act in the name or on behalf of another professional.
For any request, Customers and Users can write to AMALIA, 165 avenue de Bretagne, 59000 Lille (France).
Customers and Users can report abuse, harassment, inappropriate content, complaints of privacy or, more generally, any violation of the law by a third party by sending a notification to AMALIA with the following information:
15.5 Force Majeure
No party will be responsible for any defect or delay in performance caused by an element constituting a case of Force Majeure, in application of article 1218 of the Civil Code, such as but not limited to: fires , floods, natural disasters, earthquake, shutdown of Internet connections by the service provider, cyber attacks, strikes, lockouts.
In this case, the obligations of the Parties will be suspended from the notification of this exonerating cause by one of the Parties to the other Party until its termination.
To the extent that such circumstances continue for a period exceeding fifteen (15) days, the Parties agree to enter into discussions with a view to modifying the terms of their respective commitments.
If no agreement or no alternative was possible, these commitments may then be terminated without damages, upon simple written notification by registered letter with acknowledgment of receipt, without compensation or notice.
15.6 Severability, waiver, invalidity
No waiver by AMALIA of any of its obligations should be considered or interpreted as a waiver of its benefit.
If one or more stipulations of the T & Cs are declared invalid, the others will retain all their force and reach.
In this case, the Parties must, if possible, replace this canceled stipulation by a valid stipulation corresponding to the spirit and the object of the T&Cs.
15.7 Relations between the parties
The T&Cs may in no case be considered as establishing between the Parties a de facto company or a joint venture company or any other situation involving between them any reciprocal representation or solidarity with regard to third parties. The T&Cs will not generate any link of subordination between the Parties who retain their full and complete autonomy from one another.
15.8 Intuitu personae assigning
Customers and Users are strictly prohibited from all or part of their rights and obligations under the T & Cs.
15.9 Survival of Articles
Articles IX, X, XI, XII, XIII and XV will survive the expiration or termination of the Subscription for any reason whatsoever.
15.10 Ethics and sustainable development
The Parties declare that they respect the principles defended by the international labor organization and their legislation in force in terms of labor law, participate in the prevention of risks focused on occupational safety and, more generally, be in compliance with the legislation in force in terms of worker health and safety, adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.
XVI. Applicable law
The CGVU are governed by French law.
In the event that a translated version of the T&Cs conflicts with the French version, the French version will prevail.
WITHIN THE LIMITS DEFINED BY APPLICABLE LAW, ANY DISPUTE AS TO ITS VALIDITY, INTERPRETATION OR EXECUTION WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF FRANCE WHERE AMALIA IS REGISTERED, EVEN IN CASE OF WARRANTY OR CALL PLURALITY OF DEFENDANTS.