Version effective June 1, 2022
At LegalProd, we believe it is important to establish a good relationship with our clients and we want to be as transparent as possible. With this in mind, we have tried to make our terms and conditions clear and readable. If you have any questions about our terms and conditions, we will be happy to answer them.
These general terms and conditions of sale (hereinafter referred to as the "GTC") apply in France to all proposals, offers, legal relationships and contracts with LegalProd, a simplified joint stock company, located at 16, rue de Londres 75009 Paris, France, RCS Paris 900 029 422, under which services are provided by LegalProd.
They can only be modified by express and written Special Conditions, signed by a person duly authorized by LegalProd for this purpose. They constitute an integral part of the Contract established between LegalProd and the Customer and prevail over all other contractual and commercial provisions whatever they may be, including those appearing on the Customer's commercial documents.
In any case, the temporary inactivity of LegalProd to invoke any of the clauses of these GTCs cannot be interpreted by the Client as a waiver by LegalProd to invoke any of the said conditions later. Unless otherwise expressly provided, in case of successive contracts, the most recent contractual provision cancels the previous one when these two provisions are contradictory.
All proposals and other statements made by LegalProd are non-binding unless otherwise specified by LegalProd in writing. Customer is responsible for the accuracy and completeness of the requirements, performance specifications and other data submitted by or on behalf of Customer to LegalProd and upon which LegalProd has based its proposal.
These terms and conditions are regularly updated and available on the LegalProd website.
The Client must be a legal professional (natural or legal person) acting for the needs of his professional activity.
Price corresponding to one or more services provided by LegalProd during the term of the contract and subject to monthly billing.
User designated by the client and specifically responsible for opening user accounts and managing identifiers
Malfunction that degrades or paralyzes the operation of the services or one or more of their functionalities.
Details of the service subscribed by the customer
Natural or legal person contractually committed to LegalProd
Access codes for online services provided by LegalProd to the Customer for the use of Users.
Account allowing the customer to benefit from online services.
Conditions of implementation of the Services ordered by the Customer in execution of the Purchase Order
Set of documents defining and governing the roles, rights and obligations constituted by order of decreasing priority: the Special Conditions (SC), the Commercial Proposal, the Purchase Order, the Sepa Mandate, the Technical Requirements and the User Guide and the present General Conditions.
Correction of anomalies that do not lead to a substantial modification of the functionalities of the services made available by LegalProd within the framework of maintenance.
Refers to all content, information, documents and in general all data generated by the Customer through the implementation of the Applications or processed by them.
Refers to data which, within the meaning of the French Data Protection Act of January 6, 1978 (amended by Order No. 2018-1125 of December 12, 2018), and the EU Regulation 2016/679 of April 27, 2016 on the protection of personal data, allow a natural person to be designated or identified, directly or indirectly.
Any new version of the applications including a new functionality or a regulatory adaptation.
Document describing the operation and functionality of the services and including all its indications of use.
Information allowing the application to authenticate the administrator or a user
Application consisting of all the instructions in object code, including their support as well as all updates and explanatory or technical documentation provided to the Customer.
Corrective support services for the Software that do not involve rewriting a substantial part of the existing applications.
All the tools and interfaces made available to the Customer for the management of his activity through dedicated interfaces.
Services provided by LegalProd in connection with the provision of the Service as described in the Purchase Order.
LegalProd's commercial offer mentioning in detail the materials and services provided by LegalProd and its precise financial conditions.
Services offered in SaaS mode by LegalProd including the right to access and use the Software remotely by the Customer and the Users as well as the hosting and maintenance of the Platform.
Persons authorized by the Customer to access the Service
There are major and minor releases. Major Release means a new version of the Product. Minor Release: means an evolution of the Product within the same major release.
Definitions are capitalized and are to be understood in the singular as well as the plural.
The purpose of these General Conditions is to define the conditions under which LegalProd undertakes to perform for the Customer the Services described in the Order Form and under the conditions described in the related Special Conditions.
These General Terms and Conditions are supplemented by Special Terms and Conditions which describe for each type of Contract the details of the Services provided to the Customer (this may include a purchase order and/or a quotation), and where applicable by additional provisions applicable to the Service.The contractual documents are, in descending order of priority, the following:
- The Special Conditions (Purchase Order or the signed Quotation);
- The General Terms and Conditions of Sale. § Appendix - Processing of Personal Data.
These contractual documents constitute the entire agreement between the Parties (hereinafter "the Contract") and supersede any previous written or verbal agreement.
Le Client pourra décider à tout moment, sous réserve de l’accord de LegalProd , de commander de nouvelles Prestations et/ou de compléter le Service par la signature de nouvelles Conditions particulières. </>
The Contract shall come into force as of the date of signature of the Special Conditions.
It is concluded for the Term defined in the Special Conditions.
At the end of this period, the Contract shall be automatically renewed for an identical period, unless terminated by registered mail by either Party no later than three (3) months prior to expiration.
Any obligation which, expressly or by its nature, is to survive the expiration or termination of the Contract, shall continue in effect according to its own term.
OBLIGATIONS OF THE PARTIES
Obligations of LegalProd. LegalProd agrees to perform the Services and to provide the Service in accordance with the terms and conditions set forth in the Special Terms and Conditions and to provide Customer with the information and advice necessary to perform the Services and to provide the Services.
Customer's Obligations. The Customer agrees to cooperate with LegalProd to enable the performance of the Services and the provision of the Services. Customer will designate a contact person to be the point of contact for LegalProd for the purpose of performing the Agreement. The Customer will communicate to LegalProd its documented instructions regarding the processing of personal data.
The Customer can get technical assistance by contacting LegalProd's Customer Service either by phone (01 84 80 43 79 - invoicing at the current rate) or by email (contact[a]legalprod.com).
Principle. In consideration of the Services subscribed by the Customer, the Customer will pay to LegalProd the price, specified in the Particular Conditions. The subscription prices can be revised by LegalProd.
In such a case, LegalProd undertakes to inform the Customer of any price modification at least one (1) month before the application of the modification, by any means (email, information message on the site, on the consumption statements, on the invoices...).
The Customer will then have the right to terminate the Contract on the anniversary date of the Contract under the conditions set forth in the Termination section of the present document. In the absence of termination, the Customer is deemed to have accepted the tariff change for the renewed period.
Minimum. A minimum charge may be applied, as set forth in the Special Conditions.
Trial Period. A free trial period may be implemented, the terms of which will be specified in the Special Conditions.
Revisions. The Price will be revised on each anniversary date of the Contract according to the evolution of the SYNTEC index (Chambre Syndicale des Sociétés d'Etudes et de Conseils), by applying the following formula: P1 = P0 x last available CI. With : P1 = Revised Price; P0 = Price in effect on the day of the revision; Cl = Indexation coefficient calculated on March 1 of each year by applying the ratio between the SYNTEC index for the previous December and the SYNTEC index for the previous December.
Any change or substitution of this index will apply by operation of law.
Terms of payment. The agreed Price shall be invoiced in accordance with the conditions set out in the Special Conditions. As a matter of principle, the invoices issued by LegalProd are payable within thirty (30) days from the date of invoice.
Late payment. In case of late payment, in addition to the legal fixed compensation of forty (40) euros provided for in Article L. 441-10 of the Commercial Code and set by decree, late payment penalties equal to three (3) times the legal interest rate in force will be payable the day following the date of payment appearing on the invoice.
In case of modification of the amount of this fixed compensation, the new amount will be automatically substituted for that appearing in the present General Terms and Conditions or the terms of payment provided for in the Contract. The late payment penalties and the fixed compensation are payable by right and do not prevent the application of a complementary increase of the debt up to the total amount of the sums that will have been exposed, whatever their nature, for the recovery of the debt.
In addition, all sums due to LegalProd will become immediately payable.
LIABILITY AND GUARANTEES
Liability. LegalProd's obligations under the Contract are obligations of means. In the event that LegalProd's liability is recognized for direct damages suffered by the Customer and exclusively attributable to a contractual fault of LegalProd, it may not exceed, for any liability, per event and per "Contractual Year" (i.e., each period of twelve (12) months from the effective date of the Contract), an amount equivalent to one (1) time the lump sum invoiced to the Customer for the Contractual Year concerned.
LegalProd shall not be liable for any indirect damage of any kind, including but not limited to, business interruption, loss of data or any other financial loss resulting from the use of the Services provided by LegalProd. Similarly, LegalProd shall not be liable for any damages caused by any use of the Services, Deliverables, Information and/or Data by the Customer that does not conform to normal use.
LegalProd will use its best efforts to ensure the continuity of the operation and security of the Services, in accordance with professional practice and good practice.
Warranty. LegalProd guarantees the conformity of the Services to the specifications described in the commercial and technical documentation. The Customer acknowledges having received from LegalProd the advice and information necessary for the proper functioning of the Services.
The Information and Services are provided without any contractual guarantee from LegalProd. Their content and presentation are subject to modification, deletion or addition according to the evolution of the Services and the regulations in force.
The Information and Services provided by LegalProd are the result of the exploitation and analysis of objective criteria without any influence or intervention by LegalProd on the results generated.
The Customer agrees to respect the legislation in terms of canvassing and will use the data provided under its responsibility in accordance with the legal and regulatory provisions in force.
The Customer also agrees to respect the French and European regulations concerning personal data, in particular concerning the methods of informing the persons concerned in the case of indirect collection (article 14 of the RGPD).
In this context, and in particular for these commercial operations by e-mailing, the Customer guarantees LegalProd against the legal and financial consequences of any recourse or complaint from third parties concerning the use of files containing nominative e-mails.
LIMITATIONS AND EXCLUSIONS
The Customer declares that he is aware of the characteristics and constraints of the Internet and in particular the fact that the transmission of information and data on the Internet is only relatively reliable, despite the security measures that may be taken. It is the Customer's responsibility to take all necessary measures to ensure that his computer configuration allows him to access LegalProd's Services and to protect himself against any intrusion or contamination.
The Customer acknowledges that LegalProd will not be responsible in case of unavailability or disruption of access to the Services or in case of alteration of the Deliverables, Information and Data due to a force majeure, a strike, an act of piracy, a fraudulent intrusion, any event beyond its control (telephone failure, computer network failure, power failure, etc..), or to a malfunction generated by defective computer or telematic equipment belonging to the Customer or made available to him and belonging to a third party.
In case of malfunction, unavailability or reception of a non-readable message, the Customer must contact directly the services of LegalProd. The connection and transfer operations are carried out under the Customer's responsibility.
INTELLECTUAL PROPERTY AND KNOW-HOW
Know-How. LegalProd will retain ownership of its own methods and know-how or tools used to perform the contractual services.
Services. The Customer has secure access to the Services through a personal identifier and a confidential password. The Customer undertakes to change his password on the first access.
The creation of passwords, their use and management must be strictly limited to the Customer's internal needs and are the sole and entire responsibility of the Customer.
The Customer undertakes to take all necessary measures to secure access to the Services and to make them accessible only to duly authorized persons. To preserve the confidentiality of the connection, the Customer agrees that each employee will use a password that will be changed as often as necessary. LegalProd will never be held responsible for the theft of identifiers, passwords or unauthorized use of access. The Customer agrees to designate a technical administrator in charge of managing the accesses granted by LegalProd.
Property. The computer applications, as well as the related documentation, are the property of LegalProd, in accordance with the provisions of the Intellectual Property Code.
All the elements composing the computer applications, including the interfaces made available to the Customer in the context of the execution of the present contract, the documentation and all other information or data provided by LegalProd to the Customer are and remain the exclusive property of LegalProd.
Consequently, the Customer shall refrain from any action that could directly or indirectly infringe the intellectual property rights on the computer applications and, in general, on the associated trademarks.
LegalProd grants, for the duration of this contract, to the Customer, who accepts it, a personal, non-exclusive and non-transferable right to use the service, for the number of users and the number of connections provided for in the Special Conditions, for the entire duration of the Contract.
This right of use is carried out by remote access from the Customer's connection to LegalProd's server from its server and only for the use of the functionalities of the computer applications hosted within the framework of the use of the service and for the exploitation by the Customer of the result of the treatments.
The use not expressly authorized by LegalProd under the present terms is illicit, in accordance with the provisions of article L.122-6 of the Intellectual Property Code.
Thus, the Customer is prohibited from
- Any representation, dissemination or distribution of the computer applications and user documentation, whether for a fee or free of charge and in particular any networking;
- Any form of use of the computer applications and user documentation, in any way whatsoever, for the purpose of designing, producing, distributing or marketing similar, equivalent or substitute services and similar, equivalent or substitute user documentation;
- Adaptation, modification, alteration, arrangement of computer applications and user documentation for any reason, including correction of errors;
- Any direct or indirect transcription or translation into other languages of the computer applications and user documentation;
- Any use for unauthorized processing by the Customer ;
- Any modification or circumvention of the protection code such as, in particular, access codes or identifiers.
LegalProd is a software editor that may host company data, some of which may be qualified as personal data within the meaning of Regulation (EU) 2016/679 and of the modified law of January 6, 1978 on data processing, files and liberties.Data controller. LegalProd is required to process personal data communicated by its Customers for the purpose of managing the commercial relationship (contracts, orders, billing, customer relations service) as well as for the purpose of canvassing operations, in compliance with the applicable regulations.
LegalProd is responsible for the processing carried out in this respect. This processing is necessary for the implementation and, if necessary, the execution of the Contract concluded between LegalProd and the Customer, or for the execution of pre-contractual measures taken at the Customer's request. The absence of communication by the Customer of certain data concerning him could prevent the establishment of the contract, and if necessary, its proper execution. LegalProd is the sole recipient of personal information relating to its Clients. LegalProd has appointed a data protection officer whose contact information is as follows Diane Angibeaud - LegalProd - WOJO - 16-18 rue de Londres - 75011 Paris. E-mail address: firstname.lastname@example.org
LegalProd does not keep the personal data of its clients beyond the time necessary to achieve the purposes for which they were collected. Thus, this data is kept for the duration of the contractual relationship and the period of legal prescription as well as any other retention period that would be imposed by the applicable legislation and regulations. The Customer undertakes to provide the natural persons concerned with the information mentioned above.
Subcontractor. The provisions relating to the processing under defined in the annex - Processing of Personal Data.
This Agreement may be subcontracted by LegalProd and LegalProd will be required to inform the Customer of such subcontracting.
LegalProd may use the Customer's name for all informational and/or marketing purposes in accordance with custom.
LegalProd's SaaS services, including but not limited to its functionality, computer applications, data model, graphical user interface, documentation, and the ideas, principles, know-how, methodology behind the SaaS services, algorithms, data organization, navigation, and any other elements included in the SaaS services, hereinafter referred to as "Confidential Information", are deemed confidential.
Customer agrees that confidential information :
- Be protected and kept strictly confidential;
- Be treated with the same degree of protection as it accords to its own confidential information of equal importance;
- Not be disclosed, nor likely to be disclosed directly or indirectly to any third party;
- Be disclosed internally only to those members of its staff who need to know the content;
- Be used only for the purpose defined in the preamble of this agreement and in the context of the performance of this contract exclusively, in particular never be used to create a competing or similar service;
- Not be copied, reproduced or duplicated in whole or in part.
The Customer further agrees to:
- Not to infringe, in any way, the intellectual property right;
- Maintain copyright and other proprietary notices on all materials, whether originals or copies.
For its part, LegalProd undertakes to respect the confidentiality of the Customer's data under the conditions set out in this contract.
The Customer undertakes to LegalProd not to develop, directly or indirectly, an identical or similar service, competing or for internal use, to the SaaS services that are the subject of the present contract and this during the entire duration of the contract and after its termination, whatever the cause, for a period of five (5) years, throughout the world.
Both parties recognize that the present obligation is not disproportionate and corresponds to the express will of the parties.
Conciliation. In the event of any difficulty of any kind and before any legal proceedings, each of the parties undertakes to refer the matter to a conciliator in order to find an amicable solution.
The parties shall refer the matter to the conciliator at the initiative of the most diligent party within eight days of receipt of the letter requesting the conciliation meeting.
The agenda shall be set by the party initiating the conciliation.
Termination for fault. In the event of a breach by one of the parties of its obligations hereunder that is not remedied within one (1) month of the sending of a registered letter with acknowledgement of receipt notifying the breach in question, the other party may automatically terminate or rescind the contract without prejudice to any damages to which it may be entitled under the present agreement. The termination will take place on the date of the first presentation of the letter.
In case of early termination of the contract by the Customer or in case of default by the Customer leading to the termination of the contract, the totality of the sums provided for until the end of the contract are due to LegalProd, without prejudice to any damages to which LegalProd could claim.
Termination for convenience. Either Party may terminate the Agreement subject to three (3) months' notice, which shall be sent to the other Party by registered mail with acknowledgment of receipt.
Initially, the cases of force majeure will suspend the execution of the contract.
If the cases of force majeure last more than two months, the present contract will be automatically terminated, unless otherwise agreed by the parties.
Expressly, are considered as force majeure or fortuitous events, those usually retained by the jurisprudence of the French courts, as well as the following events: war, riot, fire, internal or external strikes, lockout, occupation of LegalProd's premises, bad weather, earthquake, flood, water damage, legal or governmental restrictions, legal or regulatory modifications of the forms of commercialization, accidents of any kind, epidemic, pandemic, illness affecting more than 10% of LegalProd's personnel in a period of two consecutive months, the absence of energy supply, partial or total stoppage of the Internet network and, more generally, of private or public telecommunications networks, road blockages and impossibilities of supply and any other case beyond the express control of the parties preventing the normal execution of this agreement.
TRANSFER OF THE CONTRACT
The Contract may not be transferred in whole or in part, whether in return for payment or free of charge, by either Party without the prior written consent of the other Party.
In addition to the local social regulations applicable to them, LegalProd and the Client agree to respect the principles of the International Labor Organization conventions.
Each of the Parties agrees not to offer, promise, accept or make payments and/or gifts (whether money and/or any object of value whatsoever and/or any advantage of any kind), directly or indirectly, to anyone with the aim of influencing or causing anyone to influence decisions. LegalProd invites the Customer to read its code of ethics published on its institutional site. For the provisions applicable to them, LegalProd and the Customer undertake to comply with the law n° 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life, known as the SAPIN II law, and to observe the highest ethical principles in the context of their activities.
APPLICABLE LAW AND JURISDICTION
The present contract is governed by French law. It is so for the rules of substance and the rules of form and this, notwithstanding the places of execution of the substantial or accessory obligations.
In the event of litigation, jurisdiction is expressly attributed to the competent courts of Paris notwithstanding plurality of defendants or appeal in guarantee