Terms and conditions of sale and use

1. Preamble

As a preliminary matter, it is recalled that the UpSignOn by Septeo product is primarily intended for professionals. The Client acknowledges that, in the event it meets the conditions set out in article L 221-3 du Code de la Consommation, it benefits from a 14-day withdrawal right by means of the attached form.

These general terms and conditions (hereinafter referred to as GT&C) apply to any Subscription to the UpSignOn product offered by SEPTEO IT SOLUTIONS.

They form an integral part of the Contract entered into between SEPTEO IT SOLUTIONS and the Client and prevail over any other contractual and commercial provisions whatsoever, including those appearing on the Client's commercial documents, the Client's acceptance of these terms resulting, to the extent necessary, in a waiver of the right to rely on its own general terms and conditions, if any.

Unless expressly provided otherwise, in the event of successive contracts, the most recent contractual provision cancels the previous one where those two provisions are contradictory.

2. Definitions

SUBSCRIPTION: Means the method of access to UpSignOn services subscribed to by the Client.
ADMINISTRATOR: Means any person under the Client's direct or indirect responsibility, with access to the Supervision Console.
ANOMALIES: Means any malfunction impairing or preventing operation of the Services or one or more of their functionalities.
APPLICATION: Means the mobile or desktop application “UpSignOn by Septeo”.
CLIENT: Means the natural person or legal entity subscribing to a Subscription.
PASSWORD VAULT: Means a secure container, available through the Application, dedicated to a User, in which information entered by the User or shared by another User is stored.
(PERSONAL) ACCOUNT: Means Users' accounts on third-party websites or applications whose access codes may be stored in a Vault, and more broadly, the various codes stored by the User in their Password Vault.
SUPERVISION CONSOLE: Means the web interface made available to Administrators appointed by the Client in order to access data relating to its Bank(s) and the Vaults they contain and enabling their management.
DOCUMENTATION: Means all manuals and/or online help, Technical Prerequisites, drafted in French and provided in paper and/or electronic format, describing UPSIGNON functionalities.
DATA: Means all content, information, documents and, generally, all Client data, data of its Users and/or data stored on devices on which UpSignOn is installed.
EVOLUTION: Means any new version of the Product including one or more new functionalities.
BROWSER EXTENSION: Means the “UpSignOn” program/extension/plugin/addon installed within a browser that notably allows interaction with the content of web pages visited by the User.
HOSTING: Means the shared technical infrastructure enabling operation of the Product.
CREDENTIALS: Means the technical identifier and password allowing access to a Vault.
TECHNICAL PREREQUISITES: Means the list of equipment and devices required or recommended by SEPTEO IT SOLUTIONS for use of the Product and described in the Documentation.
PRODUCT: Means all components and programs made available to the Client by SEPTEO IT SOLUTIONS following subscription to a Subscription and enabling delivery of the Services to the Client and its Users. These include, in particular, the Application, the Browser Extension and the Supervision Console.
SERVICES: Means the password vault services provided by the Product.
SUPPORT: Means support services provided by SEPTEO IT SOLUTIONS. Detailed support implementation arrangements are described in the Documentation.
INTERVENTION TICKET: Means the electronic record of any call and/or intervention request from the Client as well as any intervention by SEPTEO IT SOLUTIONS.
USER: Means any person under the Client's direct or indirect responsibility using the Product.

3. Purpose

These general terms and conditions are intended to define the terms and conditions under which UPSIGNON is made available to the Client as part of a Subscription.

The Client guarantees compliance with these terms by all Users.

4. Access to UPSIGNON

The procedures for accessing Product components, creating a Vault and logging in, as described in the Documentation, must be strictly complied with by the Client.

Prior creation of a Vault is necessary to use the Product. The Client is responsible for keeping its Credentials confidential.

The Vault provides access to the User's Accounts and Data and to the ability to use the Services. Vault Credentials are intended to reserve access to the Data contained in the Vault to the User who created said Vault.

Any connection or operation performed via a User's Credentials is deemed to have been performed by that User.

SEPTEO IT SOLUTIONS shall under no circumstances be liable for access by a third party to the content of a Vault by means of the personal Credentials of the Client's Users.

5. Term

Subscriptions are entered into for the duration provided for in the commercial proposal. They are renewed by tacit renewal for one or more periods of the same duration, unless one of the parties terminates unilaterally by notice sent by registered letter with acknowledgment of receipt at least one (1) month before the anniversary date of the Contract.

6. Financial terms

6.1 Price

The Service is provided in accordance with the current pricing set out in the commercial proposal.

6.2 Price revision

SEPTEO IT SOLUTIONS may change all or part of the prices during the Subscription term. In that case, the Client is informed by any written means at least two months before the new prices take effect. If the Client has an annual subscription, the price change will take effect on the Contract anniversary date.

Failing agreement, the Client may terminate the Subscription in accordance with the terms of the “Termination” article without any penalty.

6.3 Invoicing terms

Unless otherwise provided, any invoice must be paid to the registered office address of SEPTEO IT SOLUTIONS shown on the invoice no later than 30 days from the invoice issue date. No discount shall be granted in case of early payment.

Any late payment shall automatically, after fifteen days from receipt by the Client of an unsuccessful formal notice letter, entail late interest calculated on the pre-tax amount outstanding from the due date to the payment date at a rate of 1.5% per month. Any month started is due in full.

SEPTEO IT SOLUTIONS shall also be entitled to a fixed recovery costs indemnity of 40 euros.

Where recovery costs exceed the amount of the fixed indemnity, SEPTEO IT SOLUTIONS may claim additional compensation upon justification.

Absence of dispute of an invoice within fifteen days creates a presumption of acceptance. Any dispute must be sent by registered letter or by an equivalent electronic means allowing verification of dispatch, receipt and message content.

In the event of a dispute arising between the parties, whatever its source and notwithstanding its existence, invoices not disputed at the time the dispute arises must be paid. There can be no setoff between any damages claimed by the Client and undisputed invoices.

6.4 Payment incidents

In case of non-payment on the due date, sums owed by the Client shall give rise to payment of a fixed recovery costs indemnity in the amount of forty (40) euros and shall bear interest from the due date at a rate equal to three (3) times the applicable legal interest rate, calculated pro rata temporis and per day, counted from date to date, from due date until payment.

Following an unsuccessful formal notice within the stated timeframe, SEPTEO IT SOLUTIONS may suspend the Service; where applicable, SEPTEO IT SOLUTIONS undertakes to restore the Service as soon as possible after payment arrears and any late interest and penalties are settled.

If regularization by the Client does not occur within sixty (60) days following the due date of the corresponding invoice, SEPTEO IT SOLUTIONS reserves the right, without further notice to the Client, to outsource recovery of its receivable and to take the measures necessary to remedy its damage.

7. Client obligations

The Client undertakes to:

Comply with the Documentation as well as the technical and security prerequisites;
Use the Product in accordance with all applicable regulations in force;
Not process, through the Product, information whose content or use would be likely to infringe any intellectual or industrial property right or any other exclusive right;
Cooperate with SEPTEO IT SOLUTIONS and its staff, notably by providing all information and documents useful for proper performance of the services provided under the Contract, especially with regard to support;
Inform SEPTEO IT SOLUTIONS of any bugs, vulnerabilities or security risks it may suffer or detect on the Product;
Accept and cooperate in the installation of all updates or other fixes of any kind and nature, necessary for proper operation and/or security of the Product.

In any event, the Client acknowledges that it assumes full responsibility for all actions undertaken by it and/or Users, directly or indirectly concerning the Product.

8. Support

SEPTEO IT SOLUTIONS provides the Client, throughout the term of the Contract, with a support service.

Any User may report any Anomaly to SEPTEO IT SOLUTIONS by telephone at 04 11 80 37 15 from Monday to Friday, 9:00 a.m. to 12:30 p.m. and 1:45 p.m. to 6:00 p.m., or by email at help-ITsolutions@septeo.com.

The User must describe the circumstances of the Anomaly precisely.

In case of Anomalies, except in cases where its liability cannot be incurred and outside periods of unavailability linked to line interruptions and outside business hours, SEPTEO IT SOLUTIONS undertakes to use all means at its disposal to ensure continuity of the Services as quickly as possible from the report made by the Client, business hours meaning the support accessibility hours referred to above, the Client expressly authorizing SEPTEO IT SOLUTIONS to intervene on the Product upon detection of an anomaly. This service is provided remotely.

The Client shall, on the one hand, cooperate loyally and honestly with SEPTEO IT SOLUTIONS and, on the other hand, behave reasonably in order to enable SEPTEO IT SOLUTIONS to analyze and correct the Anomaly under the best conditions.

SEPTEO IT SOLUTIONS shall not be responsible for support in the following cases: refusal by the Client to cooperate in resolving the Anomaly and, in particular, to answer questions and requests for information; use of the Product in a way not in accordance with its intended purpose or the Documentation; failure by the Client to fulfill its contractual obligations; failure of electronic and electrical communication networks; intentional acts of damage, malice, sabotage; deterioration due to force majeure or improper use of the Product by the Client.

9. Updates

The Application, Browser Extension and Supervision Console are subject to regular maintenance to ensure proper operation.

SEPTEO IT SOLUTIONS shall take into account feedback and expectations expressed by Users and undertakes to use the means at its disposal to improve its online Services and Applications of which it is the author and to take into account evolving best technical standards and market needs. SEPTEO IT SOLUTIONS undertakes to maintain the functionalities and characteristics of the Services.

However, SEPTEO IT SOLUTIONS is in no event required, under its maintenance obligation, to provide the new version of its Applications or new options, which will then be the subject of a new commercial offer to the Client.

SEPTEO IT SOLUTIONS reserves the right to modify at any time the various components of the Product, including publishing updates that are not backward compatible with older versions of the same or other components. SEPTEO IT SOLUTIONS also reserves the right to impose a minimum version for each component.

SEPTEO IT SOLUTIONS also reserves the right, during such updates, to make internal data structure changes which will, where possible, be carried out transparently for users once the update of one or more components is applied. However, the nature of these changes necessarily implies that knowledge of the old and new formats be maintained in the code of the various components involved to allow proper data migration.

SEPTEO IT SOLUTIONS reserves the right, during a major update, to remove from the code of its software all algorithms and functions allowing reading and migration of data from an old format deemed obsolete for a sufficiently long period, such duration being at its sole discretion.

The Client therefore undertakes to apply, to all its users, all component updates within a reasonable time after publication and to request that all users unlock all their vaults saved in the application after each update to ensure proper data migration. SEPTEO IT SOLUTIONS disclaims all liability in case of data loss resulting from failure to apply this rule, especially if the Client performs a major version skip.

10. Hosting

SEPTEO IT SOLUTIONS servers are located in France.

SEPTEO IT SOLUTIONS undertakes to take physical, logical and organizational measures that are reasonable and in line with the state of the art and technology, intended to preserve data and Product integrity.

The Client is informed that the internet network may present technical hazards and security risks external to the technical means implemented by SEPTEO IT SOLUTIONS.

SEPTEO IT SOLUTIONS shall not be liable for failures of internet service providers or other third-party data transport network operators (in particular failure in cable “cross connect” links, connection line reliability defects, bandwidth fluctuations, interruptions, etc.), including consequences of such failures, notably when they result in unavailability and/or discontinuity in Product availability.

In addition, access costs to the Product are also borne exclusively by the Client, which is solely responsible for subscribing or having subscribed the necessary telecommunications subscriptions.

11. Intellectual property rights – User license

11.1 Product ownership

SEPTEO IT SOLUTIONS retains exclusive intellectual property rights in the Product and Documentation and all associated information, as well as all prerogatives attached to the Product, both in its initial version and in subsequent versions.

SEPTEO IT SOLUTIONS expressly states that, apart from the rights granted on the Product under these terms, the Client is not authorized to:

Carry out or have carried out reverse engineering, disassembly, or decompilation of Product components;
Translate, duplicate, adapt, arrange, modify, copy, transform Product components, for any reason whatsoever;
Sell, rent, sublicense, make available, lend, or distribute the Product in any manner whatsoever, whether free of charge or for consideration;

The Client acquires no rights in the Product other than those expressly granted to it under the Contract. In particular, it shall not acquire any ownership right at any time whatsoever.

Any other use of the Product not expressly authorized herein shall constitute a contractual breach and an act of infringement, in accordance with applicable laws and case law.

The Client is granted, for the Product, a personal, non-transferable (whether free of charge or for consideration), and non-exclusive user license, for the duration of the subscribed Subscription; excluding any ownership right.

11.2 Ownership of distinctive signs

SEPTEO IT SOLUTIONS trademarks, as well as all trademarks, illustrations, logos and images appearing on the Product or Documentation, and generally on all documents transmitted to the Client by SEPTEO IT SOLUTIONS, are and remain the exclusive property of the latter.

Any total or partial reproduction, modification or use of these trademarks, illustrations, images and logos, for any reason and on any medium whatsoever, without prior express written agreement from SEPTEO IT SOLUTIONS, is strictly prohibited.

The same applies to any combination or conjunction with any other trademark, symbol, logo and, more generally, any distinctive sign intended to form a composite logo.

The same applies to any copyright, design, model and patent that are owned by SEPTEO IT SOLUTIONS or over which it holds intellectual property rights.

11.3 Data ownership

Data belongs to the Client and remains its exclusive property.

Reproduction or use of Data by SEPTEO IT SOLUTIONS, for purposes other than performance of the Contract, is strictly prohibited without the Client's prior written authorization.

12. Warranty – Liability

12.1 Warranty

SEPTEO IT SOLUTIONS warrants that the Product complies with the functional and technical definitions set out in the Documentation.

However, SEPTEO IT SOLUTIONS does not warrant that the Product is free from all defects but undertakes to use its best efforts to remedy, with all reasonably possible diligence, reproducible malfunctions observed in relation to its Documentation.

12.2 Liability

In case either Party breaches its contractual obligations, the defaulting Party's liability may be engaged in accordance with these contractual provisions.

In this respect, SEPTEO IT SOLUTIONS is always bound by an obligation of means, unless expressly stated otherwise for a specific obligation, and without such statement extending to other obligations, even related ones.

SEPTEO IT SOLUTIONS liability may only be engaged in case of proven fault in performing its obligations and shall be limited to the Client's direct losses.

SEPTEO IT SOLUTIONS liability can never be sought in the following cases: when damage claimed by the Client results, even partly, from improper performance or total or partial non-performance of its own obligations; when damage results from non-compliant use; when damage, in its origin or extent, results from the effects of a computer virus; when damage is linked to unavailability or disruption of the Client's network (LAN), cabling or telecommunications network; when damage is linked to elements of the Client's Hardware or Software installation on which SEPTEO IT SOLUTIONS does not intervene.

SEPTEO IT SOLUTIONS is never required to repair the Client's indirect loss (such as loss of profit or loss of opportunity or expected benefits, loss of information or financial consequences of actions or claims possibly brought by third parties against the Client).

In all cases where its liability is engaged, it is expressly agreed that the total amount of compensation that SEPTEO IT SOLUTIONS may be required to pay to the Client for any reason whatsoever is limited to amounts actually received under the Subscription by SEPTEO IT SOLUTIONS during the twelve (12) months preceding the incident.

12.3 Exclusion of liability

SEPTEO IT SOLUTIONS liability shall, in no event, be engaged notably in the following cases:

Anomaly not attributable to the Product or “fleeting” anomaly, i.e., not reproducible by the Client in SEPTEO IT SOLUTIONS presence or by SEPTEO IT SOLUTIONS alone;
Improper use of the Product or use of the Product not in accordance with its intended purpose and/or SEPTEO IT SOLUTIONS prerequisites and instructions;
Modification or alteration (or attempted modification or alteration) of the Product by the Client or a third party without SEPTEO IT SOLUTIONS prior written consent;
Loss, alteration or fraudulent use of the Product or Data, made possible due to a security breach in the Client's IT environment or a failure or negligence by the latter or by a third-party website;
Performance degradation or malfunctions, notably network outages due to service stoppages on the network part managed by third parties, i.e., beyond the hosting platform.

13. Termination

In case of serious or repeated breach by either Party of any of its obligations under the Contract (including its appendices and any amendments), not remedied within thirty (30) days from receipt by the defaulting Party of a formal notice sent by registered letter with acknowledgment of receipt, the Party harmed by such breach may terminate the Contract as of right.

Effective termination of the Contract shall then occur from the day following the first presentation of a new registered letter with acknowledgment of receipt sent by the harmed Party. This is without prejudice to any damages that the Party harmed by such breach might otherwise claim.

In case of non-compliance by the Client with payment deadlines, SEPTEO IT SOLUTIONS will first inform the Client by dematerialized mail seven days after the due date of unpaid invoices and then by telephone reminders. Failing payment within 60 days from the invoice due date, SEPTEO IT SOLUTIONS may suspend its Services by observing a notice period of eight (8) days from sending the Client a formal notice by registered letter with acknowledgment of receipt. The suspension will be maintained until all sums due are paid or until full performance of the contractual obligation.

14. Reversibility

SEPTEO IT SOLUTIONS undertakes to provide each User with the possibility to export their password list in CSV format from the Application. In this format, data appears in clear text and can be easily re-imported into another password management tool.

The Client may export raw statistics from its Supervision Console.

15. Protection of personal data

Each party shall comply with the commitments provided by texts relating to personal data protection and in particular Règlement UE 2016/679 dated 27 April 2016 “Règlement Général sur la Protection des Données”.

16. Force majeure

Neither Party's liability may be sought if performance of the Contract is delayed or prevented due to a force majeure event as defined by article 1218 du Code Civil.

The Party wishing to invoke force majeure must notify the other Party as soon as it becomes aware of such event.

During its duration, the force majeure event suspends performance of the Parties' obligations. In all cases, the Party affected by the force majeure event shall do everything in its power to avoid, eliminate or reduce the causes of delay and resume performance of its obligations as soon as the invoked event has disappeared.

If the force majeure event exceeds thirty (30) business days from the above notification, each Party shall have the right to notify termination as of right and without compensation of the Contract, without any further formality, notably judicial.

17. Subcontracting

The Client declares that it accepts that SEPTEO IT SOLUTIONS may subcontract all or part of performance of the Contract to any of the companies of the SEPTEO group to which SEPTEO IT SOLUTIONS belongs.

18. Confidentiality

Each Party undertakes to keep confidential the content of the Contract as well as the other Party's confidential information of which it became aware during pre-contractual negotiations and during performance of this Contract.

The Parties expressly undertake to treat as confidential and secret, not to disclose to third parties and not to use other than for the needs of the Contract, in any form whatsoever, the composition and status of either Party's computer systems, as well as all documents, elements, data and information transmitted by the Client to SEPTEO IT SOLUTIONS or vice versa, or that either Party may become aware of in performing the Contract.

Also confidential by nature are, in particular, all information relating to the Parties' commercial, technical, financial and structural elements. Programs, Data and files provided by the Client or generated during processing carried out by SEPTEO IT SOLUTIONS, as well as their updates and processing results, constitute confidential information, whether or not they bear a confidentiality notice.

This confidentiality obligation applies to either Party vis-à-vis any third party. This confidentiality obligation shall remain in force for a period of two (2) years after expiration of this Contract, whatever the cause.

19. Language – Governing law – Disputes

The parties subject this contract to French law, to the exclusion of any other legislation. It is drafted in French; in the event it is translated into one or more languages, only the French text shall prevail in case of dispute.

The parties shall endeavor to resolve amicably any dispute that may arise under the contract. Failing that, the courts of the registered office of SEPTEO IT SOLUTIONS have sole and exclusive jurisdiction.

Model withdrawal form

(to be sent by registered letter with acknowledgment of receipt)

For the attention of: SEPTEO IT SOLUTIONS

Address: 194 avenue de la Gare Sud de France, 34970 LATTES

I, the undersigned ............................................................................ hereby wish to notify my withdrawal from the contract relating to the UPSIGNON subscription.

Invoice number: ............................................................

Order date: ........................................................

I hereby inform you that I am exercising my withdrawal right in respect of the above contract and request reimbursement of the amount paid.

Date and signature of the client: