tcoTrees terms of service

The TCOTREES tool, accessible on the internet domain tcotrees.com (hereinafter the “Application”), is published by the company DELIGEO, a simplified joint-stock company with a capital of 30,000 euros, whose head office is located at 165 rue de la Garonne, 83700 Saint-Raphaël, registered under the number 809 402 902 RCS Fréjus, and represented by its President, Mr Frédéric Schneider.

PREAMBULE

The TCOTREES Tool (hereinafter “the Tool” or “TCOTREES”) is an online application published by DELIGEO (hereinafter “DELIGEO” or “we”, or “our” or “our”) allowing modeling and monitoring the total cost of ownership of transportation systems. The Tool can be used to forecast initial investments, future maintenance and renewals, their costs and availability constraints, including when the technologies contain some unknown.

TCOTREES provides Users with access to a range of online services (the “Service” or “Services”) including: modeling platform, database manager, development of descriptive models of transport systems, access to models pre-parameterized, entering operational use and maintenance context assumptions, calculating the components of the total cost of ownership, recording results, creating dashboards, retrieving and processing data on maintenance operations actually performed, comparison of planned and actual costs, statistical analyzes.

The purpose of these Terms of Service of TCOTREES (hereinafter the “Terms”) is to define the Services offered to clients and users of the Tool (the “Clients”, the “Users”, and together or alternatively “you”). Use of the Tool in any capacity whatsoever implies full and unreserved acceptance of these Terms and Conditions and of the Use and Protection of Personal Data Policy, or of the Supervisor or the Customer on your behalf and on your behalf.

The Customer, after having taken cognizance of the potentialities, the purpose, the functionalities, the standard character and the mode of operation of the Tool identified in the contract, and having had the opportunity of and the time necessary to solicit from DELIGEO a detailed presentation of the Tool, decided to benefit from it.

The Customer acknowledges having received all the information and advice necessary to take the measure of DELIGEO’s proposal and to ensure the conformity of the Tool to his needs.

It is the responsibility of the Customer to ensure:

The suitability of the Tool for its own needs, in particular on the basis of the indications provided in the documentation presented to it,
That he has the necessary competence for access to the Services and for the use of the Tool,
That it has sufficient bandwidth and access to the network to access the Services according to the prerequisites communicated to it.

It is the Client’s responsibility to verify, in accordance with the practices of his profession, the results obtained using the Tool.

These Terms of Service of TCOTREES (hereinafter the “Terms”) are intended to define the Services offered to customers and users of the Tool (“Customers”, “Users”, and together or alternatively “You”). The use of the Tool for any reason whatsoever implies full and unreserved acceptance of these Terms and the Policy of Use and Protection of Personal Data, or that of the Supervisor or the Client on your behalf and for Your account.

These Terms of Service take precedence over any other document, including any terms and conditions of purchase of the Customer that contain a clause to the contrary.

These Terms of Service of TCOTREES must be read in conjunction with DELIGEO’s Policy for the Use and Protection of Personal Data and may be consulted at any time on the Website (https://www.deligeo.fr/en/).

1 Definitions

In these TCOTREES General Conditions of Use, the following concepts shall have the meanings indicated in this article (when starting with a capital letter).

“Access Rights”: all contractual rights to access, receive and use the Services in accordance with DELIGEO’s technical procedures and protocols under the contract between the parties;

“Additional Service (s)”: all the items that the Customer may order in addition to the Basic Offer;

“Basic offer”: the standard services that the Customer may use via the Tool and that may be subject to further modifications: visualization of modeling results;

“Communication”: any communication sent by DELIGEO by e-mail concerning announcements relating to the Services, administrative e-mails and newsletters;

“Consulting Mission”: DELIGEO’s consultancy mission as part of a contract separate from the provision of the Tool and Services;

 ”Customer Information”: the information provided by the Customer for the development of the Order, then their update;

“Contract”: means these Terms of Service, the commercial proposal and any annexes thereto as well as the purchase order, in whatever form, for the provision of the Services;

“Customer Data”: all content, information and data – including personal data – concerning the transport system model, operational assumptions, actual data (non-exhaustive list), entered and downloaded into the Tool by the Customer using the Services, with the exception of the Standard Data Sets provided by DELIGEO;

“Customer”: any natural or legal person, as well as any person who orders the Services from DELIGEO and / or enters into a contract with DELIGEO in the name or on behalf of this legal entity for the purpose of accessing the Services and the Tool and / or benefits from a User Account allowing access to the results of a Consulting Mission carried out by DELIGEO. Any natural person is considered to be at least 18 years old;

“DELIGEO”: the simplified joint stock company “DELIGEO”, having its registered office at 165 rue de la Garonne, 83700 Saint-Raphael, France;

“Documentation”: any documentation provided by DELIGEO concerning the Tool and Services, as well as the Website, including documentation, tutorials, or other, available on the Website;

“Duration”: the initial or renewed period during which the Customer may use the Tool and the Services, as fixed when ordering the Services;

“Guest User Account”: the user account to which a DELIGEO Guest User has access, through his personal login to use the Tool and Services;

“Model”: a digital representation of cost-of-ownership activities, including maintenance, allowing the user to make prediction and / or monitor the realized;

“Personal Data” means within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “General Data Protection Regulation” or “GDPR”), any information relating to an identified or identifiable natural person;

“Policy for the Use and Protection of Personal Data”: DELIGEO’s Policy for the Use and Protection of Personal Data as available at the following address:https://www.deligeo.fr/en/tcotrees-gdpr/;

“Tool”: the online application, developed by DELIGEO, bearing the mark “tcoTrees®” (trademark registration number 017873887);

“Services”: online services that model and monitor the total cost of ownership of transportation systems, including a modeling platform, database manager, development of descriptive models for transportation systems, access to pre-parameterized models, entering operational use and maintenance context assumptions, calculating the components of total cost of ownership, recording results, creating dashboards, retrieving and processing data on maintenance operations actually performed, comparison of planned and actual costs, statistical analyzes;

“Standard Datasets”: any data provided by DELIGEO in the Tool, including but not limited to modeling pre-settings, standard material libraries, network and / or market models;

“Supervisor Account” means the Customer’s user account, to which only the Supervisor can access, and which only the Supervisor may use, and through which the Supervisor may (i) use the Tool and Services in accordance with the Customer’s order, (ii) ) know which Users have to right to access to the Client’s Models;

“Website”: https://www.deligeo.fr and any DELIGEO website in the country where DELIGEO is located.

“Supervisor”: the person named by the Client among its Users as the user responsible for the Supervisor Account and as such, in charge of managing the access rights to the Tool with the help of DELIGEO and having the rights to access its supervisory functions;

“User Account”: the user account accessed by a User through his personal login to use the Tool and Services;

“User”: any natural person who is a Customer user, other than the Supervisor, for whom the Customer has also ordered a User Account, or who benefits from a User Account provided within the framework of a Consulting Mission carried out by DELIGEO, or who benefits from a User Account in a school or educational setting.

2 Scope

Any commercial relationship between DELIGEO and the Customer will be governed by these Terms.

By ordering the Services or concluding a contract with DELIGEO allowing access to the Tool – including the use of a Guest User Account as part of a Consulting Mission performed by DELIGEO – the Customer acknowledges having taken knowledge of these Terms of Service of TCOTREES and the Policy of Use and Protection of Personal Data – which will be available on the Supervisor Account – and therefore accepts both documents. TCOTREES ‘General Conditions of Use always take precedence over the general conditions of the Customer, even if it is stipulated that they are the only valid conditions.

DELIGEO reserves the right to modify its Terms of Use of TCOTREES whenever it wishes by simply modifying its Website. DELIGEO undertakes to inform the Customer by (i) an announcement on its Website within a reasonable time before the application of the modified service conditions and / or (ii) through the TCOTREES Communication

3 Basic offer

The Basic Offer includes: the use of tcoTrees by a User, to view the results of a pre-parameterized Model for a specific subject (for example the evolution of a bus fleet and its consequences) by DELIGEO.

4 Additional Services

Additional Services include the ability for the User to modify by himself the inventory of the assets in the Model, or the parameters of the Model.

5 Order and conclusion of the contract

Order

To order the Services, the Customer must contact DELIGEO by e-mail (deligeo@deligeo.fr) or telephone (+33 4 94 54 97 20).

The Customer declares and certifies in all cases that (i) all information submitted (during registration) is complete, truthful and accurate and (ii) that it will maintain the accuracy of such information.

DELIGEO is entitled to request at any time additional information about the Client, its activities or its solvency. In (i) the lack of communication of the latter, (ii) in case of doubt regarding the identity of the Customer or (iii) if it appears that the Customer intends to resell the Services itself, DELIGEO has the right to refuse the execution of the order or to suspend it. A refusal to provide the Services will never allow the Customer to receive any form of compensation or damages.

Retraction

Professional Clients have in no case a right of withdrawal.

Change or adition

Any change or addition to the Contract after the provision of the Supervisor Account (and the additional User Account (s)) will only be considered valid after written approval and application by DELIGEO.

6 Access to Services

The Tool and Services are provided as “Software as a Service (SaaS)” solutions.

Access to the Tool and the Services and their use by the Client implies Internet access, the equipment necessary for this access and the use of a modern Internet browser (such as, but not limited to, the most recent version of Google Chrome). If the hardware and / or browser used is out of date, the Customer may not be able to use all the features of the Services or these features may not work optimally.

DELIGEO’s direct competitors are not allowed to access the services without the prior written consent of DELIGEO. In addition, access to services to control their availability, performance or functionality, or any other comparative or competitive analysis is prohibited.

7 Delivery

After conclusion of the contract, the Customer will have access to the Tool and the Services. This right of access simply implies the non-exclusive, non-transferable right to use the Tool and Services.

The provision of the Supervisor Account and / or the User Account and / or the Guest User Account for the Customer will be the delivery of the Tool and Services.

Upon delivery, the Customer is required to make an initial check regarding, inter alia: the number of Users, the Services (ie the Basic Offer and / or Additional Services requested). The Customer is required to inform DELIGEO of any non-compliance within 48 hours of delivery via the helpdesk or by sending an e-mail (tcotrees@deligeo.fr).

If no complaint is made during this 48 hour period, the Customer is deemed to have approved and accepted the delivery.

8 Supervisor Account / User Account

The Customer must be able to access the Tool as well as use the Services through the Supervisor Account and/or additional User Accounts.

The Supervisor is solely responsible for each use and activity of the Supervisor Account.

The number of User Accounts corresponds to the number of Customer Users as defined in the Contract. Each User therefore has his own User Account. The Supervisor determines the scope of the User Accounts rights and the Supervisor remains responsible for each use of the User Accounts.

As an exception, Users benefiting from a User Account provided as part of a Consulting Mission carried out by DELIGEO do not have a Supervisor Account. However, the Customer remains responsible for each use of the User Accounts.

Each User Account (including the Supervisor Account and Guest User Accounts) is strictly personal and therefore can not be shared with others. The Supervisor and each User is advised to create a unique password and change it frequently.

Each user has his own login (access code and password). Access management is done through the Supervisor:

Creation of Users and associated logins, within the limit of the number of Users defined in the Contract,
Deletion and / or modification of login,
Management of security rules and access rights for each User.

The Customer is solely responsible with respect to DELIGEO for the use of the Services and / or the Tool by the Users and their compliance with these Terms.

The Customer is solely responsible for the protection and security of the Supervisor Account and the User Accounts. In this context, the Supervisor and each User must ensure the confidentiality of their respective account, including the confidentiality of login data such as password. Therefore, they should not even disclose their connection data to DELIGEO (for example, during a call to the TCOTREES helpdesk (see Clause 21).) Any loss or misuse of this connection data can therefore engage the responsibility of the Client towards DELIGEO. .

In addition, it is strictly forbidden to :

Request login data from other users;
Log on to someone else’s account;
Use the Tool and Services fraudulently (for example, using a false account and / or providing false information);
Impersonate another person (physical or moral) when using the Tool and Services without the necessary authorization. Such action may result in civil and criminal penalties.

The Customer must immediately (i) put an end to any misuse and unauthorized use of the Tool and / or Services and (ii) inform DELIGEO in writing of such use and any finding of use in question, without prejudice to DELIGEO’s right to claim compensation.

A reasoned and reasoned notification may lead to a temporary and / or permanent suspension and / or suspension of the Supervisor Account and / or the User Accounts. DELIGEO reserves a wide margin of appreciation to ensure the best quality of the Services. In any case, DELIGEO will not be liable for any loss or damage resulting from Customer’s non-compliance with the requirements described above.

9 Price

The Basic Offer is offered by DELIGEO at a fixed monthly price. If the Customer opts for one or more Additional Users and / or for one or more Additional Services, a monthly supplement per Additional Service will be charged in addition to the price of the Basic Offer.

Prices are expressed in euros and excluding VAT, unless otherwise specified.

In the event of a price increase, DELIGEO undertakes to inform its existing Customers via DELIGEO Communications at least one month prior to the application of the new prices.

Promotional gifts of DELIGEO, in any form whatsoever (including, but not limited to, price reductions and discounts), are only applicable in accordance with the guidelines and conditions expressly set forth in this regard. The Client acknowledges that these promotional gifts are not cumulative and are of a personal nature and may in no way imply an implicit right.

10 Advertising and Commercial Offers

The catalogs, brochures, newsletters, files, TCOTREES Communications and other advertisements, as well as the advertisements on the Website, are absolutely non-binding, and can only be considered by the Customer as an invitation to order the Services, except explicitly stated otherwise.

Each Commercial Offer will be valid only for (i) a specific order, and therefore will not automatically apply to subsequent (similar) orders, as well as for (ii) the term stipulated therein.

11 Payment

DELIGEO undertakes to invoice its Customers on a half-yearly or annual basis – according to the preference indicated by the Customer at the time of ordering the Services (see Article 5) – but always before the beginning of the Contract Period.

By ordering the Services, the Customer expressly agrees to DELIGEO’s electronic invoicing, unless otherwise agreed by the parties in writing. An invoice will be sent to the (electronic) address provided by the Customer when ordering the Services. The Customer agrees to inform DELIGEO as soon as possible of any changes in this regard.

Invoices are payable upon receipt.

Invoices can only be legally challenged by the Customer by e-mail (tcotrees@deligeo.fr) within one year of the invoice date, indicating the date of the invoice, the invoice number and the detailed reasons. Such litigation does not relieve the Customer of its obligation to pay.

The unconditional payment made by the Customer of the invoice amount is considered an explicit acceptance of the invoice.

Partial payments made by the Customer are always accepted, subject to change and without any prejudice, and are initially charged to the collection charges, then the damages, the interest due and, finally, the principal amount, with preference being given to charging to the oldest open principal amount.

If the Customer terminates the Contract for any reason (see Article 16), the amounts already paid to DELIGEO will be retained by DELIGEO and will not be returned.

12 Consequences of non-payment or late payment

In the absence of payment of invoices at the due date, the unpaid sums give rise, without prior notice, to the invoicing of default interest calculated per day of delay and on the basis of the interest rate applied by the Central Bank. To its most recent refinancing operation plus 10 points, in accordance with Article L.441-6 of the French Commercial Code. Interest accrues from the day following the payment due date to the day of payment.

In addition, in the event of late payment by the Customer, a lump sum compensation for recovery costs of € 40 will be automatically due by the latter. Further compensation will be claimed by DELIGEO if the recovery costs actually incurred exceed the amount of the above-mentioned fixed compensation.

In addition, and without prejudice to his right to claim damages by any means of law, or his right to terminate the Contract, in case of non-payment 30 days beyond the agreed payment term, despite a remains unsuccessful, DELIGEO reserves the right to suspend its obligations hereunder, including access to the Tool, until full payment of the principal, penalties, costs of restoration of services and interest.

Reinstatement fees are billed to the customer based on the rate in effect at the time of the reinstatement; As an indication, it is stated that these fees are a lump sum of € 200 excluding tax on the date hereof.

No compensation can be made without the prior written consent of DELIGEO.

This suspension does not entail any change in the amount of the monthly fee that remains due for the entire period in progress.

The services will resume as soon as the cause of suspension has been removed, without extension of the current period.

This will also result in immediate payment of all other DELIGEO invoices to the Customer, even if they have not yet expired, and all authorized payment terms will cease to apply. The same applies in the case of imminent bankruptcy, amicable dissolution, suspension of payment, as well as any other fact showing that the Client is insolvent.

13 Use of the Services

Overview

As long as this contract remains in effect, the Customer may use the Tool and the Services as part of the Customer’s Access Rights, the scope of which is determined when ordering the Services. The extent of these Access Rights may be limited or extended during the Term of the Contract.

Customer acknowledges that only its Supervisor and its Users may use the Tool and Services for the sole purpose of professional and internal matters of the Customer and in accordance with all applicable laws, rules and regulations established by the Authorities. The Customer agrees that compliance with this article is an essential condition of DELIGEO’s commitment.

The Customer will be fully responsible for compliance with these terms of service, as well as the acts and omissions of all users who use the Tool and Services through the Supervisor Account and / or the User Account. Customer will not allow access or use of the Tool and Services or Documentation by anyone other than the Supervisor or Users.

Restrictions

The Customer undertakes not to abuse the Access Rights and therefore can not under any circumstances, without this list being exhaustive:

Sell, resell, sublicense or sublicense, rent, lease or distribute the Tool and Services, or include Services or derivative works in a service bureau or outsourcing offer to a third party;
Copy, modify, adapt, alter, translate or create derivative works based on the Tool and Services (other than copies, modifications or derivative works made exclusively from reports or overviews created solely for the internal needs of the Client );
Engage or allow others to engage in reverse engineering, disassembly or decompilation of the Tool and / or Services.
Use the Tool and the Services for illegal or unlawful purposes or for the transmission of illegal, racist, defamatory, intrusive, abusive, threatening, harmful or violating the intellectual property of others whatever.
Use the Tool and Services to conduct or promote illegal activities;

Use the Tool and Services for the transfer of “junk mail”, “spam”, “email strings”, “phishing” or any other mass distribution of junk mail;
Use the Tool and Services to spy on, harass or harm another person;
Disrupt the functioning of the Tool and / or Services. It also means that the Customer must refrain from using viruses, worms, Trojan horses or other software that may harm the Services and / or the Tool and the interests of DELIGEO and its Clients. The Customer must also avoid any content likely to weigh down or disrupt the Tool’s infrastructure and its proper functioning;
Add content that may be described as inappropriate for the purpose of the Tool. DELIGEO reserves a wide margin of appreciation and may inform the Client in case of use of the Tool or Services that DELIGEO deems non-compliant or inappropriate;
Bypass the DELIGEO business model;

Use the Services – in whole or in part – as well as the Tool or the Website in any way that could result in a false or misleading statement, attribution or impression regarding DELIGEO or a third party

14 Guest User Account granted as part of a Consulting Mission

DELIGEO may invite staff of a client of a Consultancy Mission to use the Tool and Services (with limited functionalities) free of charge for a fixed period. During this invitation, the Customer will receive an email containing the User Account and a link to choose an activation password.

The Guest User Account will be automatically deactivated at the end of the period determined by DELIGEO.

15 Duration

Any Contract between DELIGEO and the Customer regarding the use of the Tool and Services will have a fixed term of one semester or one year, depending on the preference indicated by the Customer when ordering the Services.

In the absence of termination of the Contract by one of the parties, notified to the other by e-mail (address DELIGEO: tcotrees@deligeo.fr) at least fifteen days before the expiry of the Contract, the Contract will be tacitly renewed by periods of equal duration.

Any renewal of the Contract will result in DELIGEO’s billing of the renewed period, which will be due by the Customer, regardless of whether the latter uses the Tool or not.

As an exception, in the specific case of the Guest User Accounts (see Article 14), the duration is defined in the context of relations between DELIGEO and the Client for the Consultancy Mission concerned.

16 Termination

Termination by the Customer

The Customer may terminate the Contract by sending a written notice to DELIGEO by email (tcotrees@deligeo.fr) in the event that he can not accept one or more of the following circumstances (non-exhaustive list) and that such termination occurs within 30 calendar days after having been informed by DELIGEO: (i) a change in the Services offering resulting in a significant disadvantage for the Customer, (ii) a significant change to these Terms of Service by DELIGEO (cf. Article 2) or (iii) any significant price increase announced by DELIGEO (see Article 9). Under no circumstances does this entitle the Customer to claim from DELIGEO any form of damages or compensation.

Prior to such termination by the Customer, but in any case prior to the deactivation by DELIGEO, the Customer may export the Customer Data at his own expense using the available export tools.

Termination by DELIGEO

Without prejudice to any other right or remedy that DELIGEO may have towards the Customer, DELIGEO may terminate the Contract at any time and by operation of law in the event of exceptional circumstances making it impossible to continue any professional cooperation between DELIGEO and the Customer, in the following circumstances:

(i) If DELIGEO finds or has reasonable grounds to believe that:

The Customer violates any provision of these Terms;
The Client uses the Tool and Services for unauthorized, illegal and / or inappropriate purposes.
Customer Information is false, misleading, inaccurate or out of date;
The Customer has ordered the Services for reasons that can not be considered objectively reasonable and acceptable.

(ii) If the Client ceases his payments;

(iii) If the Customer commits an act of dishonesty, disloyalty or fraud against DELIGEO, its business or the Tool and Services;

In one of the above cases, the cancellation will be automatic and automatically, fifteen days after a formal notice to have to stop the acts in dispute and / or to regularize the situation, remained unsuccessful, without notice or compensation and without prejudice to DELIGEO’s right to compensation.

The termination of the Contract will not give rise to any refund, the amounts collected by DELIGEO for the current period will remain acquired.

Consequences of termination

Upon termination of this Agreement:

By the Client, DELIGEO undertakes within 7 working days – but not before the expiry of the current Term – to deactivate the Supervisor Account and the Client’s User Accounts and will have to make every effort to inform the Client this deactivation at least twenty-four hours in advance;
By DELIGEO, DELIGEO shall (i) deactivate the Supervisor Account and the Client’s User Accounts and (ii) inform the Customer that it has the option, for a period specified in the notification in question, to export the Customer Data, at its own expense, through the available export tools;
DELIGEO is entitled to refuse any request from the Customer to enter into a (new) contract concerning the use of the Tool, the App and the Services.

Each party will discontinue its use and return the confidential information and proprietary documents of the other party.

If the Client has not exported his Customer Data before terminating the contract or within the period granted by DELIGEO following its termination, DELIGEO will first delete the Customer Data by “archiving”, and subsequently, once six (6) months (maximum) will be passed, it will anonymize the Customer Data.

Articles 18 (Intellectual Property), 17 (Liability), 19 (Personal Data) and 20 (Confidentiality) shall survive and remain in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this Contract for any reason.

The termination of the contract, for any reason, will take place without prejudice to the rights acquired by each of the parties.

17 Liability

Customer’s responsibility

The Customer agrees to comply with applicable regulations on intellectual property, protection of personal data, respect for privacy and more generally to comply with the regulations in force.

Customer will be solely responsible for the use of the Tool and Services.

The Customer guarantees that he has all the authorizations for use and / or distribution on the territory, of the information and data of any kind sent to DELIGEO and is solely responsible for the consequences of their availability.

The Customer is prohibited from including in the Customer Data unlawful elements.

DELIGEO may make all necessary arrangements to remove illegal content or prevent access without prior consent of the Customer. It will only have to inform it, a priori or a posteriori.

In the event of an amicable complaint or a formal notice from a third party sent to DELIGEO due to the content of the customer data, DELIGEO will inform the Customer without delay.

If it appears to DELIGEO that Customer Data is clearly illegal, DELIGEO may take all necessary measures to remove access to the disputed content or to make access impossible and will inform the Customer.

The suspension or interruption of access to the content for the reasons mentioned above will not entitle the client to any compensation from DELIGEO.

In addition, the Customer will remain liable to DELIGEO for the entire agreed price during the entire period of suspension or interruption.

In any case, the Customer guarantees DELIGEO consequences, including financial, of any recourse, any action and a fortiori any conviction to which DELIGEO could be exposed because of illegal data that he would have hosted under the Contract.

DELIGEO’s Responsibility

The Customer acknowledges having received from DELIGEO all the necessary information allowing him to appreciate the adequacy of the Tool and the Services to his needs and to take all the precautions necessary for its use. Customer will be solely responsible for the use of the Tool and Services. DELIGEO will not be liable to repair any direct or indirect damage resulting from the use of the Tool and the Services such as financial losses, loss of data, loss of turnover, damage to the image and the reputation. If DELIGEO’s liability is incurred for the use of the Tool and the Services for any reason whatsoever, damages for which DELIGEO may be liable for all damages, in any event, shall be limited to the amounts paid by the Customer under the order, within the limit of the total amount of royalties paid for the use of the Tool and Services for the last year of performance of the contract.

Except as otherwise expressly provided in these Terms of Service and to the extent permitted by applicable law, the Tool and / or Services, as well as the Documentation and all other products or services provided by DELIGEO are provided “as is”. DELIGEO thus disclaims all promises, conditions, representations and warranties – express or implied – including, but not limited to, any implied warranties of fitness for a particular purpose, of satisfactory quality, reasonable skill and reasonable care, system integration and / or data accuracy.

In addition, DELIGEO does not warrant that the Tool and / or Services will meet all Customer requirements. In addition, the Customer may request additional information from DELIGEO in this regard at any time. Therefore, the Customer declares to have been sufficiently informed of the content and scope of the Tool and Services.

DELIGEO does not warrant that: (i) the performance of the Tool and Services will be uninterrupted or error-free, or that all errors and / or bugs will be corrected (within a reasonable time), (ii) the Tool and Services will be constantly available, virus-free, timely and complete, or (iii) the information provided by the Tool, Services and Standard Datasets is complete, correct, accurate and not misleading.

The intended use of the Tool and Services by the Customer, the Supervisor and / or Users is at their own risk and under their sole responsibility. DELIGEO can in no way be held liable for any direct or indirect damage resulting from this intended use. Therefore, the Customer, the Supervisor and / or the User will be solely responsible for any damage to their computer (programs), their wireless devices and / or other equipment resulting from the use of the Tool and Services.

DELIGEO will not be responsible for:

Indirect and / or consequential damages (including, but not limited to, loss of income, loss of intangible property and damage to Customer’s property caused by the Tool and Services). This limitation of liability also applies when DELIGEO has been specifically informed of the potential loss by the Customer;
Defects that have been directly or indirectly caused by an act committed by the Customer or a third party, regardless of whether they are caused by error or negligence;
Damage caused by the use of the Tool and Services for a purpose other than the purpose for which they were developed or that provided by DELIGEO;
Additional damage caused by continued use by the Customer, Supervisor and / or Users after a defect has been discovered;

The loss or incorrect use of Customer Data, the Customer being solely responsible for the backup of its Data;
Damages caused by non-compliance with any advice and / or any guidelines that may have been given by DELIGEO, which DELIGEO always provides on a discretionary basis;
Damage caused by force majeure (see Article 25) or by a third party.

In addition, the Customer agrees that DELIGEO makes no warranty that the Tool and the Services comply with the regulations or requirements applicable in any legal area, with the exception of regulations or requirements applicable in France at the time of conclusion of the contract. DELIGEO can not therefore be held responsible for subsequent changes of any kind whatsoever in these laws and / or regulations.

The Customer is deemed not to provide confidential information (outside the specific framework of consulting missions governed elsewhere) nor any connection data to a DELIGEO employee in any manner whatsoever and for any reason whatsoever. If the Customer, contrary to what is stated above, provides this data to DELIGEO, the Customer acknowledges that it acts entirely at its own risk. In this case, DELIGEO can not guarantee the same security and confidentiality with respect to the information provided as that guaranteed for the Customer Data.

The Customer acknowledges that the responsibility of DELIGEO can only be invoked by the Customer directly and not by a third party.

The Customer will indemnify and / or guarantee DELIGEO from and against all claims of any nature whatsoever that may arise from the existence, implementation, non-compliance and / or termination of these Terms of Service and which have been caused by his own negligence, fault or recklessness or by his Supervisor and / or one of his Users.

Finally, it is up to the Customer to inform his Supervisor and his Users of the provisions of this Article (and the rest of these Terms of Service).

18 Intellectual property

Intellectual property rights of DELIGEO

The Customer explicitly acknowledges that DELIGEO is and remains the sole owner of the Tool and Services and / or any other related intellectual property rights.

Therefore, the Access Rights granted to the Customer imply only the right to use the Tool and the Services against invoicing, and does not imply any transfer of intellectual property rights for the benefit of the Customer.

Under no circumstances, the access rights:

Imply a transfer of ownership of the Tool, Services, Standard Datasets and Documentation from TCOTREES to the Customer; and
Grant the Customer rights or interests in the DELIGEO Tool, Services, trade names and / or trademarks; and
Give Customer the right to ask DELIGEO to provide a copy of any software or other product used by DELIGEO to provide the Services.

The Customer will therefore not use any DELIGEO brand, trade name or brand name (including their use in metatags, keywords or hidden text) without the express written consent of DELIGEO.

Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of DELIGEO, the Customer will not perform or authorize any third party to perform any act that invalidates or could invalidate or that would carry or would be likely to infringe any right of DELIGEO – including, without limitation, any patent, copyright, registered design, trademark or other industrial or intellectual property – and will not impair or permit any third party to omit to perform any act which, by its omission, would have that effect.

The Customer undertakes to inform DELIGEO of any actual, potential or suspected violation of any DELIGEO intellectual property rights of which it is aware, and of any claims by third parties arising from the use of the Tool and / or Services.

Documentation

Subject to these Terms and Conditions, DELIGEO hereby grants Customer a non-exclusive, non-transferable license during the Term of the Contract (see Section 15) to reproduce copies of the Documentation solely for the Customer’s Access Rights. The Customer acknowledges that:

No rights are granted to publish, modify, adapt, translate or create works derived from the Documentation;
The Documentation is part of DELIGEO’s intellectual property and it hereby agrees to faithfully reproduce all proprietary notices, including the copyright, trademark or confidentiality notices contained in the copies of the documentation.

Customer’s intellectual property rights

Without giving any rights, title or interest, the parties agree that DELIGEO is authorized to make specific references for information purposes to the Customer’s trade names, trademarks or service marks (collectively, the “Marks”) as part of the execution of the Services, for example by incorporating the Customer’s Marks on the Website, provided that DELIGEO immediately ceases any use of any Brand held by the Customer in connection with the performance of the Services at any time. (i) the termination of the contract or (ii) the receipt of the Customer’s notice to terminate such use.

19 Personal data and privacy

DELIGEO’s processing of personal data concerning the Customer and / or its staff must be in accordance with the provisions of DELIGEO’s Policy for the Use and Protection of Personal Data. In this case, DELIGEO acts as controller.

This Policy for the Use and Protection of Personal Data includes information about the personal data collected by DELIGEO, as well as the manner in which DELIGEO uses and processes this personal data. The DELIGEO Personal Data Protection and Use Policy may be viewed on the Website and should be read in conjunction with the Cookie Policy.

By ordering the Services or entering into a contract with DELIGEO or using a Guest User Account, the Customer acknowledges having read and accepted the Policy on the Use and Protection of Personal Data. It is available at the following address:https://www.deligeo.fr/en/tcotrees-gdpr/.

20 Confidentiality

The Tool and Services

The Tool and the Services are part of DELIGEO’s manufacturing secrets and know-how and constitute confidential information, whether or not they may be protected by intellectual property rights, industrial property rights or otherwise.

The User is prohibited from divulging to any third party any information concerning the Tool and the Services, as well as the programs and other elements (Documentation, etc.) constituting all or part of the Tool and Services.

The Customer is prohibited from and will take all necessary measures to prevent the provision of the Tool and its Documentation to third parties and undertakes that its employees or its personnel respect these obligations and the rights of DELIGEO Tool and Services. The Customer will take every precaution to avoid the disclosure, the duplication or the illicit use of the Tool, the Services and its Documentation by his staff and service providers, in particular by signing to the latter a personal commitment of confidentiality.

DELIGEO is authorized to check at all times the respect of these obligations by the Customer. The Customer acknowledges that any breach by him of these obligations would cause DELIGEO damage of exceptional gravity that it is obliged to fully compensate.

Customer Data

Each Customer is obliged to treat his Customer Data confidentially and to ensure that each third party, to whom he grants access to a User Account, is subject to the same confidentiality obligations.

Cooperation

Each Party shall, in respect of the information received from the other Party in confidence (hereinafter referred to as “the Confidential Information (s)”):

To keep and treat them with the appropriate degree of protection,
Not to disclose it to a third party, whether the latter is related to it, affiliated or not,

Not to permit or facilitate, except with the prior written permission of the other Party, the publication or dissemination of such Confidential Information,
To return to the other Party, at the latter’s request, any Confidential Information received in a tangible form and to keep no copy or reproduction thereof, except a copy strictly necessary for its accounting obligations or tax;
Do not engage or allow others to engage in reverse engineering, disassembly or decompilation of any confidential information.

However, do not constitute Confidential Information, information that:

Were already in the public domain at the time of their communication to the other Party, and / or,
Were known to the other Party prior to their disclosure and / or,
Have fallen into the public domain after their communication to the other Party, without breach of this Contract and / or,
Have been transmitted to the other Party by a free third party to dispose of it.

Each Party further undertakes to use the Confidential Information only for the strict performance of its obligations under the Service.

All documents communicated by a Party under the Service will remain its exclusive property and will be returned to him upon request.

This obligation of confidentiality applies during the course of the cooperation between the parties and will continue to exist for a period of five (5) years from the termination of the Contract for any reason whatsoever.

The disclosing party remains at all times the sole owner of its confidential information. Except as expressly provided, nothing in these Terms of Service or in the relationship between the parties gives the recipient any rights or interest in the Confidential Information, and no implied license is granted by these Terms of Service.

However, this obligation of confidentiality in no way implies that DELIGEO is not authorized to use and / or commercialize ideas, contributions, feedback received from the Customer, which could be used to improve and / or develop the Tool and Services.

Without prejudice to the foregoing, the Client acknowledges that in the event that a non-disclosure agreement is signed between the parties, this non-disclosure agreement will prevail.

21 Help Desk

In the event that the Customer needs assistance or has a request concerning the Tool, the App and the Services, the Customer is invited to consult the TCOTREES Documentation first.

If the information does not provide the required assistance, the Customer can contact the TCOTREES helpdesk for free. The TCOTREES helpdesk is available by e-mail (tcotrees@deligeo.fr).

DELIGEO’s helpdesk will make every effort to help the Customer as soon as possible following the request for assistance.

The DELIGEO helpdesk is open from 09:00 to 18:00 (metropolitan hours), Monday to Friday, except holidays and special DELIGEO closure days.

DELIGEO reserves the right to modify these times and will by any means at its discretion prevent the Customer from new time slots.

In order to allow the provision of this service, the Customer undertakes, in particular to:

Refer to the Documentation before each intervention request,
Make available to DELIGEO all necessary information requested by DELIGEO for the understanding and resolution of anomalies,
Designate a competent contact person in charge of dealing with anomalies and make it available for the entire duration of DELIGEO’s intervention.

22 Availability of services

In case of problems of availability of its Services, DELIGEO will implement the means at its disposal to solve this problem as soon as possible, without guarantee of any kind. In all cases and, where appropriate, DELIGEO will be free to determine what should be considered an appropriate solution or compensation for its Clients in this regard.

DELIGEO wishes to maintain the high quality of the Tool and / or Services by regularly performing updates and maintenance activities. DELIGEO undertakes to minimize the impact of such maintenance activities and updates on the availability of the Tool and Services, but does not exclude any unavailability in this respect. In all cases, DELIGEO will endeavor to inform the Customer as soon as possible, unless this is impossible or unnecessary.

The foregoing gives no reason to be compensated by DELIGEO.

Excluded from services provided by DELIGEO:

Any use of the Tool or Services that does not conform to the Documentation, the instructions for use or its intended purpose, or any abnormal use, for any reason, including negligence, accident, error of handling,
Any work or supplies not explicitly mentioned in the Contract, including telephone training of Customer’s staff,
Incompatibility between the Tool and any other Client hardware or hardware failure,

The provision of a telecommunications network allowing access to the Tool,
An incompatibility between telecommunications networks and the Tool,
A failure of one of the elements constituting the Client’s software environment (operating system, other software or software packages, network systems, etc.),
In general, the Customer’s non-compliance with its obligations under the Contract, and any other Contract with DELIGEO.

23 Communication TCOTREES

The Customer may unsubscribe at any time from the DELIGEO Communication. Since the Communication is considered an integral part of the Services, the Customer can in no way hold DELIGEO responsible for any changes of any kind that the Client would normally have been informed by the Communication if it had not chose to unsubscribe.

24 Changes to services

DELIGEO reserves the right to modify at any time the offer and the composition of its Services, including its Basic Offer and / or its additional elements. In such a case, DELIGEO will inform the Customer within a reasonable time before making this change by (i) a notification on the Site and / or the Tool and / or (ii) the TCOTREES Communication.

25 Force Majeure and made of a third party

DELIGEO is not liable for any breach of its obligations if this breach is due to a case of force majeure or by a third party.

The usual events of force majeure include: all circumstances which, at the time of the conclusion of the Contract, were reasonably unpredictable and unavoidable, and which prevent DELIGEO from performing the Contract, or which would make the performance of the Contract more difficult financially or otherwise other than what should normally be the case (including, but not limited to, war, natural disasters, fires, seizures, delay or bankruptcy of third parties engaged by DELIGEO, lack of personnel, strikes, organizational circumstances and threats or acts of terrorism).

The situations mentioned above give the right to DELIGEO to review and / or suspend the Contract by simple written notification to the Customer, without being required to pay compensation. If the case of force majeure and / or the tests last more than 2 months, DELIGEO will be entitled to terminate the Contract (see Article 16).

26 Invalidity

If one or more stipulations of these Terms is held invalid or declared as such pursuant to a law, regulation or following a final decision of a competent court, the other stipulations will keep all their purposes.

27 Assignment of Contract – Intuitu Personae

The Contract between the Customer and DELIGEO is concluded intuitu personae.

Accordingly, the rights of the Customer arising from the Contract may not be assigned, licensed, sold or otherwise transferred by the Customer, except with the prior written consent of DELIGEO.

28 No solicitation of staff

The Client is prohibited from hiring DELIGEO’s agents for the duration of the Contract and a period of two years from its termination for any reason whatsoever, without prejudice to any damages that would be due to DELIGEO.

29 Election of domicile

DELIGEO elects domicile at the address of his registered office.

The Customer elects domicile at the address indicated at the conclusion of the Contract.

Any change of address will be notified by registered letter with acknowledgment of receipt.

30 Language

Unless explicitly agreed otherwise, the Customer acknowledges that the language of these conditions will also be the language of work in all commercial transactions with DELIGEO.

The original language of these conditions is French. Translations or documents written in a different language will at all times be considered as a bonus for the Client. In case of dispute, the French version will always prevail.

31 Applicable law and jurisdiction

Inquiries, questions and disputes concerning the validity, interpretation, application, performance or termination of this contract shall be governed and interpreted in accordance with French law.

FAILURE TO AGREE AMIABLE AT THE TERM OF AN ATTEMPT OF A REASONABLE DURATION, CONDUCT OF GOOD FAITH, ANY DISPUTE RELATING TO THE TRAINING, EXECUTION, INTERPRETATION OR TERMINATION OF THE CONTRACT MAY BE SUBMITTED TO THE COMPETENCE OF THE COURTS FROM PARIS.