Terms and Conditions of Service
SEMANA offers an online solution for professionals, for the organization of the planning of the collaborators and the simplification of the use of the different work spaces.
The Client has taken note of the characteristics of the services and considers that they correspond to his needs.
The present general conditions of services (hereafter General Conditions of Services or GCS) determine the rights and obligations of the parties within the framework of the services offered by SEMANA.
The present General Conditions of Services apply to all the services offered by SEMANA on the SEMANA website.
The Client acknowledges that he/she has received the necessary information in order to ensure that the offer is appropriate to his/her needs.
The Client declares that he has read all the present General Conditions of Services and accepts them without restriction or reserve.
3. Structure of the contract
These GTC shall be supplemented by the Special Terms and Conditions agreed with the Customer to form the Contract.
In case of contradiction between the terms of the GTCS and the Special Conditions, the terms of the Special Conditions shall prevail.
The Contract may be signed electronically or manually.
4. Entry into force and duration of the contract
This Contract shall come into force on the date of acceptance by the parties, for the duration specified in the Special Conditions.
The contract may be concluded for a monthly or annual period.
At the end of each period, the contract will be renewable for a new period, unless terminated by either party by registered letter with acknowledgement of receipt, with a notice period of one (1) month.
5. Collaboration of the parties
The realization of any service requires an active and regular collaboration between the Client and SEMANA.
SEMANA will do everything in its power to ensure the smooth running of the service. If during the service a difficulty appears, SEMANA commits to take, in agreement with the Client, the necessary measures to implement an appropriate solution.
As part of its obligation to collaborate, the Client is responsible for designating a person to coordinate the use of SEMANA’s services. The Client commits himself to inform his collaborators about the use of SEMANA and to encourage them to use the SEMANA application.
More generally, the Client agrees to provide SEMANA with all the elements necessary to understand the problem and all the data useful for the execution of the service.
Any delay due to the Client, because of inaccurate or incomplete information communicated to SEMANA, lack of collaboration and more generally because of the non-execution of a contractual clause, cannot be imputed to SEMANA.
The schedule and the deadlines for the realization of the services are included in the Special Conditions.
Any delay due to the Client, as a result of inaccurate or incomplete information communicated to SEMANA, a lack of collaboration and more generally the non-execution of a contractual clause, cannot be attributed to SEMANA.
7. Management of access codes
The services offered on the SEMANA website require the use of a unique authentication (SSO or single sign on). The use of this authentication mode is confidential, personal, non-transferable and non-transferable. The Customer remains responsible for its management, conservation and the consequences of its use. It is up to the Client to take the necessary measures to protect and preserve it. SEMANA cannot be held responsible for any fraudulent use.
SEMANA reserves the right to suspend access to the site in case of fraudulent use or attempted fraudulent use.
8. Access to the application
SEMANA will do everything possible to ensure quality access to its services. The Client is responsible for the quality of his access to the internet network.
The use of the internet may nevertheless be subject to a deterioration in the quality of access without notice. The Customer undertakes not to claim any compensation following an incident of the Internet network.
For maintenance reasons, access may be temporarily suspended. SEMANA will do its best to limit the duration of the maintenance and will inform the client beforehand of the maintenance periods.
9. User support
The user can access a support service available at the following address: firstname.lastname@example.org
10. Intellectual Property
Pre-existing elements: if tools, methods, works, software, know-how, or other elements susceptible of intellectual appropriation, property of one or the other part are used, even partially, within the framework of the services, object of the present, the aforementioned elements remain the exclusive property of the part which is owner of it, the other part having to subscribe the agreements or adequate licenses to benefit from their legitimate use.
Property of the elements elaborated by SEMANA within the framework of the services: SEMANA is the owner of the intellectual property rights on the elements, in particular software, applications and documentation, in its capacity of author, or holder of the intellectual property rights.
The client has a non-exclusive and non-transferable right of use of the application, during the duration and the object of the present contract, to the exclusion of any other intellectual property right.
If the service, or one of its elements, is the subject of an action for infringement, the Client agrees to inform SEMANA without delay and at the latest within thirty working days of receiving the extrajudicial document informing it of the alleged infringement. If the Client fails to do so, SEMANA cannot be held responsible in any way. If the Client informs SEMANA within the aforementioned time limit, SEMANA will defend the Client at its own expense and the Client undertakes, if necessary, and to the best of its ability, to provide SEMANA with any assistance it may require.
In the event that the prohibition of use of all or part of the elements is pronounced as a result of an infringement action, or results from a transaction signed with the plaintiff in the infringement action, SEMANA will endeavour, at its choice and at its expense, either to obtain the right for the Client to continue to use the elements, or to replace the elements in such a way as to avoid said infringement.
11. Personal and sensitive data, accessibility and security of data
Within the framework of the provision of the Services, SEMANA acknowledges that it may be required to process Personal Data on behalf of and for the account of the Client. SEMANA, acting as a Subcontractor in the sense of the data protection legislation, commits itself to process the Personal Data entrusted to it in accordance with the provisions of the annex 1 (Data processing agreement).
The Client agrees not to use or process Sensitive Data within the framework of the Services, as defined by the applicable law, or declared sensitive by the Client due to their importance. SEMANA will not be held responsible nor will it bear the consequences of a possible breach as soon as Sensitive Data is used or processed by the Client within the framework of the Services.
The Client is solely responsible for the creation, selection, design, and use of the Data by the end-users in the context of the Services. Customer is also solely responsible for the collection and processing of Personal Data by end users. Where the legislation to which the Customer is subject requires the prior authorization of the persons whose Personal Data is processed, it is the sole responsibility of the Customer to comply with the applicable legislative provisions and to obtain any prior authorization.
With regard to the Personal Data collected and processed by each of the Parties on their own behalf for the purposes of administrative management of this Contract, and concerning the personnel of the other Party, each of the Parties acknowledges that they are processing them in the capacity of Data Controller within the meaning of the legislation relating to data protection and undertakes in this respect to comply with all of the obligations incumbent on them in this capacitý by virtue of the said Legislation.
The Client acknowledges that he/she has had the possibility to audit SEMANA’s security procedures, especially regarding the security of the Data. The Client is the only one able to determine at any time if these procedures are likely to answer its needs in terms of security, in particular with regard to the Personal Data. It is up to the Client, under its own responsibility, to determine the precautions and possible additional security measures to be implemented in order to meet its needs and obligations in terms of security (encryption of Data, back-up etc.)
12. Financial conditions
The prices of the services are based on periodical subscriptions, according to the duration of the said services:
– a monthly subscription, with an initial period of a minimum of three months, in the framework of which the payments will be made by direct debit, at the beginning of the month, except for particular mentions specified in the general conditions,
– an annual subscription, in the framework of which the payments will be made by annual bank transfer, at the beginning of the annual period, except for particular mentions specified in the general conditions
The payments are due by the Client to SEMANA in full for the applicable period, including in case of cancellation.
The prices of SEMANA’s services appearing in the Particular Conditions are indicated in Euros excluding taxes. If the taxes in force are modified, the rates may be modified to take these modifications into account.
12.2 Late payment
In case of total or partial non-payment of the services, the Client must pay SEMANA a late payment penalty equal to three times the legal interest rate.
The legal interest rate used is the one in force on the day of the start of the service in question. This penalty will be calculated on the amount due, including tax, and will be applied from the due date of the price without any prior formal notice being necessary. In addition to the late payment penalties, any sum, including the deposit, not paid on the due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs.
If within fifteen days following the implementation of the late payment clause, the Client has not paid the outstanding sums, the present Contract may be automatically terminated by SEMANA and may give rise to the right to claim damages for SEMANA.
SEMANA commits itself to execute the contractual obligations with all the possible care in use in the profession and to conform to the rules of the art.
SEMANA is responsible for its services according to the rules of common law and is subject to an obligation of means. SEMANA is not responsible for any indirect or possible damage. SEMANA is only responsible for the services it provides and is not responsible for any failure of third parties.
In the event that SEMANA is held responsible, the parties expressly agree that, all sums combined, SEMANA cannot be held responsible for paying an amount greater than the price of the service actually paid by the Client during the past calendar year.
14. Force majeure
SEMANA cannot be held responsible if the non-execution or the delay in the execution of one of its obligations described in the present general sales conditions is due to a case of force majeure. In this respect, force majeure is any external, unforeseeable and irresistible event within the meaning of the Civil Code.
It is expressly agreed between the parties that SEMANA is authorized to have recourse to possible subcontractors. SEMANA commits itself that the subcontractors respect the obligations of the present contract.
Each of the parties undertakes to implement the appropriate means to maintain absolute secrecy on the information designated as confidential by the other party, and to which it may have access during the performance of this contract.
Each party undertakes to ensure that its employees, subsidiaries and subcontractors, if any, respect this obligation.
This obligation of confidentiality shall lapse if the information becomes public knowledge without any action by the party receiving the information.
This contract may be terminated, at the initiative of either party, in the event of proven non-performance by the other party, upon expiration of a period of twenty (20) working days following an unsuccessful formal notice to remedy the default in question, notwithstanding the conditions of termination provided for in application of late payments.
The present contract may also be terminated if the Customer is the subject of judicial recovery or liquidation proceedings, except for the right of the judicial administrator to demand the continuation of the current contracts.
18. General provisions
Entire Agreement: The parties acknowledge that this Agreement constitutes the entire agreement between them and supersedes any prior offer, provision or agreement, written or oral.
Modification of the Agreement: No subsequent document or modification of the Agreement in any form shall be effective between the parties unless it is in the form of an amendment duly dated and signed by them.
Transfer of the Contract : the present contract is concluded in consideration of the Client, who cannot substitute a third party in the realization of the said services, except with SEMANA’s prior written agreement.
Referencing : the Client authorizes SEMANA to mention its name and logo on a reference list that it can distribute to its prospects.
Nullity : if any of the stipulations of the present contract were to be null and void with regard to a rule of law in force or a judicial decision that has become final, it would then be deemed unwritten, without leading to the nullity of the contract or altering the validity of its other provisions.
Waiver: the fact that either party does not claim the application of any clause of the contract or acquiesces in its non-performance, whether permanently or temporarily, shall not be construed as a waiver by that party of its rights under the said clause.
Domicile: the parties elect domicile at the addresses appearing in the Special Conditions of Sale.
19. Applicable Law and Dispute
Any dispute relating to the interpretation and execution of these general terms of sale is subject to French law.
In the absence of amicable resolution, the dispute will be brought before the courts of the jurisdiction of the Court of Appeal of Paris.