WFTB Online Application

BETWEEN THE UNDERSIGNED:

The Wellbert company, Consulting company, study, design of websites and web applications, whose head office is located at 26 rue de la mairie, 44270 LA MARNE, FRANCE, SIRET 528 594 732 00034

Hereinafter referred to as «the Provider”,

ON THE ONE HAND,

AND

Any natural or legal person who has accepted these General Conditions of Sale and Use (CGVU).

Hereinafter referred to as «the Client”,

ON THE OTHER HAND,

Individually referred to as « Part » and together referred to as « Parts »,

IT HAS BEEN PREVIOUSLY EXPOSED AS FOLLOWS:

The Customer wishes to use SaaS with a specialized Service Provider for the operation of the applications described in Appendix A - Description of the solution and hardware and network prerequisites.

The Service Provider is a supplier of Software as a Service, that is to say business applications rented online (known as a SaaS supplier). Á As such, it is the provider of the Application Services hereinafter referred to in the Contract.

The Customer acknowledges having received from the Service Provider all the necessary information allowing him to assess the suitability of the application services to his needs and to take all the necessary precautions for its use.

WHEREIN, IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1. DEFINITIONS

Terms beginning with a capital letter in the Agreement, whether used in the singular or in the plural, will have the meaning given to them below.

Solutions refers to the operational functions listed in appendix A of the contract and made available to the Customer within the framework of the Application Services covered by the contract;

Account refers to the private management interface automatically created on the server when the Customer registers and which he accesses with his Identifiers;

Data means the information, publications and, in general, the data of the Customer database whose use is the subject of this contract, which can be consulted by the Users and the audience;

Public Data means Data that can be viewed by the public;

Private Data means Data that can only be viewed by Users;

Identifiers designate both the User's own identifier («login») and the connection password («password»), chosen when registering for the service;

Internet designates the set of interconnected networks, which are located in all regions of the world;

Intranet refers to the computer network specific to a company or organization, using TCP/IP protocols and, more generally, Internet technologies and which can be connected to the Internet network;

Software refers to any software provided by the Service Provider to the Client and in particular the associated Solutions;

Application Service means the service offered in SaaS mode by the Service Provider, allowing the use of the Solutions by the Customer;

User designates the person placed under the responsibility of the Customer (agent, employee, representative, etc.) and having Identifiers for access to the Application Services on behalf of the Customer;

ARTICLE 2. PURPOSE

These General Conditions constitute a legal agreement between the Service Provider and the Client. By accessing or using any of the Application Services, the Customer agrees to comply with these General Conditions.

The purpose of these General Conditions is to define the terms and conditions applicable to the Application Services used by the Customer.

The Service Provider consents to the Client, who accepts:
- a right of access to the Service Provider's servers under the conditions defined below;
- a right to end use of the Solutions;
- a set of services defined below, in particular data hosting, maintenance of Application Services, technical assistance.

ARTICLE 3. CONTRACTUAL DOCUMENTS

These General Conditions and the documents entitled « Appendices » constitute the entirety of the commitments existing between the Parties, hereinafter together the Contract. It replaces and cancels any prior oral or written commitment relating to the subject of the Contract. These General Conditions prevail over other conditions for which we would not have given our agreement.

The Contract is made up of the following contractual documents presented in hierarchical order of decreasing legal value:
- this document;
- the appendices to this document.
In the event of a contradiction between one and/or more provisions appearing in any of these documents, the document of higher rank will prevail.

The appendices to this document which form an integral part of the Agreement are as follows:
- appendix A: Description of the solution and hardware and network requirements.
- appendix B: Quality charter (SLA).
- appendix C: Financial conditions.

ARTICLE 4. EFFECT, DURATION AND RENEWALS

The Contract will take effect upon payment of the subscription to the Application Service.
Its duration is set at 1, 3, 6 or 12 months from its entry into force.
The Service Provider will notify by email, at least fifteen (15) days before its term, the expiry of the Contract and the terms of renewal offered to the Client.
In the absence of a response from the Customer within thirty (30) days of the expiry of the Contract, it will not be automatically renewed.
The Account and Customer Data will be deleted.

ARTICLE 5. DESCRIPTION OF APPLICATION SERVICES

5.1. APPLICATION SOLUTIONS

The Service Provider provides the Client with the Solutions accessible on its server via the Internet.
Under the conditions of ARTICLE 7. LICENSE, the Service Provider grants the Client the right to use the Solutions designated in Appendix A on a non-exclusive basis.

The Service Provider provides hosting of the Data, maintenance and security of the Solutions.

The Service Provider backs up the Data under the conditions defined in Appendix B - Quality Charter.

The services are provided in accordance with the Quality Charter in Appendix B.

5.2. NETWORK

The network is chosen by the Customer. The Service Provider does not provide any guarantee.

The Service Provider cannot be held responsible for network line interruptions, it particularly draws the Customer's attention to the importance of the choice of its operator and the operator's product and in particular the backup option that it can offer by setting up a parallel line in the event of a network interruption.

The Customer agrees to choose a product guaranteeing a minimum speed of one (1) megabits/s.

5.3. ACCESS TO SOLUTIONS

The Customer will use this right of access alone. Á except during maintenance periods, he will be able to connect at any time, namely:
- 24 hours a day,
- 365 days / year.

The following access procedure must be strictly observed by the Customer.
Access is by:
- from fixed Client computers;
- from any mobile Client computer;
- using the Identifiers chosen by Users when registering.

The identification of the Customer when accessing the Application Services is done by means of:
- an identifier provided by the Service Provider when purchasing the subscription,
- and a password chosen by each User.
Users will use their Identifiers each time they connect to the Application Services.
The Identifiers are intended to reserve access to the Solutions covered by the Contract for the Customer's Users, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Customer's Personal Data such as submitted by Users.

Usernames are personal and confidential. They can only be changed at the request of a User or on the initiative of the Service Provider, subject to informing the Client beforehand. The Customer undertakes to make every effort to keep the Identifiers concerning him secret and not to disclose them in any form whatsoever.
The Customer is entirely responsible for the choice and use of the Identifiers and is responsible for keeping the access codes given to him. He will ensure that no other person not authorized by the Service Provider has access to the Application Services and Solutions. In general, the Customer assumes responsibility for the security of individual stations
access to the Solutions. In the event that he would be aware that another person is accessing it, the Customer must inform the Service Provider without delay.
In the event of loss or theft of one of the Identifiers, the Customer will use the procedure put in place by the Service Provider allowing it to recover the Identifiers of its Users.

ARTICLE 6. QUALITY OF APPLICATIONS

The Customer is informed of the technical risks inherent to the Internet, and of the access interruptions which may result therefrom. Consequently, the Service Provider will not be held responsible for any unavailability or slowdown of the Application Services. In addition, the Service Provider performs its services in accordance with the Quality Charter in Appendix B. The Service Provider is not in a position to guarantee the continuity of the Application Services, performed remotely via the Internet, which the Client acknowledges.
However, reimbursements, as specified in Appendix C - Financial Conditions, may be granted in the event of unavailability resulting from the direct responsibility of the Service Provider.

In addition, it is the Customer's responsibility to respect the volumetric thresholds indicated in appendix B and to notify the Service Provider in the event of an increase in its needs in terms of processing capacity.

In the event of non-compliance by the Customer with the conditions of use defined in Appendix B - Quality Charter, the Service Provider reserves the right to limit or suspend access to the Application Services by the Customer.

The Service Provider undertakes to put in place effective controls such as to provide reasonable assurance that the Customer can access and use the applications concerned at the times determined herein.

The Service Provider guarantees the implementation of the Application Services in accordance with the quality charter set out in Appendix B.

The Application Services may occasionally be suspended due to maintenance operations necessary for the proper functioning of the Service Provider's servers and/or platform. In the event of interruption of the Application Services for maintenance, the Service Provider undertakes to comply with the operations procedure described below ARTICLE 8. MAINTENANCE so that the Customer can be informed as well as possible of the interruption, and that he takes his arrangements sufficiently in advance to avoid any disruption of its activity.

ARTICLE 7. LICENSE

The Service Provider grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions, for the duration of the Contract and for the whole world.
The Customer may only use the Application Services and the Solutions in accordance with its needs and their documentation. In particular, the license relating to the Solutions is only granted for the sole and exclusive purpose of allowing the Customer to use the Services, to the exclusion of any other purpose.
The right of use means the right to represent and implement the Application Services in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Customer may not under any circumstances make the Solutions available to a third party, and strictly refrains from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.

ARTICLE 8. MAINTENANCE

The Service Provider supports the corrective and evolutionary maintenance of the Solutions.

A free support service by email to deal with anomalies is available from Monday to Friday inclusive, from 9 a.m. to 5 p.m. The Service Provider diagnoses the anomaly and then implements its correction within a maximum period of five (5) working days.

The Customer benefits from updates and functional developments of the Application Services. The nature of updates and changes, as well as their date, are determined by the Service Provider and are not subject to the Client's authorization or notification.

If a corrective or evolutionary development requires the interruption of the service, the Service Provider will inform the Customer fifteen (15) days in advance.

ARTICLE 9. TECHNICAL ASSISTANCE

The technical assistance service applies to all Solutions provided by the Service Provider and consists of assisting Users by email.

The technical support service can be contacted by email at support@wftb.fr, Monday to Friday inclusive, from 9 a.m. at 17 o'clock. A response will be provided by the Service Provider within a maximum of two (2) working days.

ARTICLE 10. DATA PROCESSING

10.1. PERSONAL DATA

The Data transmitted for the purpose of using the Application Services includes personal data. The Customer warrants to the Service Provider that he has carried out all the obligations incumbent on him under the law of January 6, 1978 known as « IT & Libertés », and that it has informed the natural persons concerned of the use made of said personal data. Á As such, the Customer guarantees the Service Provider against any recourse, complaint or claim from a natural person whose personal data would be reproduced and hosted via the Application Service.

Data is stored on servers located in France. A specific data management authorization has been obtained from the CNIL. The Service Provider undertakes to inform the Customer of the location of the Data and more generally, to communicate all useful and necessary information to make the declarations. The Customer, as data controller, undertakes to conclude the contractual standard established by a decision of the European Commission of February 5, 2010 and to obtain the appropriate authorization from the CNIL.

10.2. DATA EXPLOITATION

The Customer assumes any editorial responsibility for the use of the Application Services.
The Customer is solely responsible for the quality, legality and relevance of the Data and content that he transmits for the purpose of using the Application Services. He also guarantees that he holds the intellectual property rights allowing him to use the Data and content. Consequently, the Service Provider disclaims all liability in the event of non-compliance of the Data and/or content with laws and regulations, public order or the needs of the Client.
The Customer guarantees the Service Provider on first request against any prejudice resulting from its being called into question by a third party for a breach of this guarantee.
More generally, the Customer is solely responsible for the content and messages distributed and/or downloaded via the Application Services.

The Customer remains the sole owner of Personal Data that is considered Private Data. Private Data is considered confidential and proprietary.

10.3. DATA SECURITY

Each of the Parties undertakes to implement the appropriate technical means to ensure the security of the Data.
Subject to ARTICLE 14. LIABILITY - FORCE MAJEURE, the Service Provider undertakes to preserve the integrity of the Data contained in the Solutions as well as the confidentiality of the private Data contained in the Solutions. The Service Provider will put in place technical and organizational measures to prevent any fraudulent access or use of Private Data and to prevent any loss, alteration and destruction of Data.

ARTICLE 11. FINANCIAL CONDITIONS

11.1. FEES AND TERMS OF PAYMENT

The financial conditions are set out in Annex C - Financial conditions.

11.2. DEFAULT OF PAYMENT

Without prejudice to any damages and interest, failure by the Customer to pay an invoice on its due date automatically entails:
- the application of late payment interest equal to three (3) times the legal interest rate, without prior notice and from the first day of delay;
- additional bank and management costs (monitoring of collection, follow-up letters and telephone costs, representation of bank direct debit rejections);
- the immediate suspension of the Services;
- the automatic termination of the Contract within thirty (30) days after the Service Provider has sent formal notice by registered letter with acknowledgment of receipt which has remained unsuccessful.

ARTICLE 12. OWNERSHIP

The Service Provider is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Customer, as well as more generally of the IT infrastructure (software and hardware) implemented or developed in the framework of the Contract.

The Contract does not grant the Customer any right of ownership over the Solutions. The temporary provision of the Solutions under the conditions provided for in the Contract cannot be analyzed as the transfer of any intellectual property right for the benefit of the Customer, within the meaning of the French Intellectual Property Code.
The Customer is prohibited from reproducing any element of the Software, or any documentation relating thereto, by any means whatsoever, in any form whatsoever and on any medium whatsoever.

The Customer may not assign all or part of the rights and obligations resulting from the Contract, whether in the context of a temporary assignment, a sub-license or any other contract providing for the transfer of said rights and obligations.

ARTICLE 13. EVICTION WARRANTY

The Service Provider declares and warrants:
- that the Solutions it has developed are original within the meaning of the French Intellectual Property Code,
- that he is the holder of all the intellectual property rights which allow him to conclude the Contract.
The Service Provider declares and guarantees that the Solutions are not likely to infringe the rights of third parties.

ARTICLE 14. LIABILITY - FORCE MAJEURE

Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as from the faults, errors or omissions of its possible subcontractors and causing direct damage to the other Party.

In addition, and in the event of proven fault by the Client, the Service Provider shall only be liable for compensation for the pecuniary consequences of direct and foreseeable damage resulting from the performance of the Services. Consequently, the Service Provider may not under any circumstances incur liability for indirect or unforeseeable losses or damages of the Client or third parties, which includes in particular any missed profit, loss, inaccuracy or corruption of
files or Data, commercial damage, loss of turnover or profit, loss of goodwill, loss of an opportunity, cost of obtaining a substitute product, service or technology, in relation or arising from the non-performance or faulty performance of the services.

In all cases, the amount of the Service Provider's liability is strictly limited to reimbursement of the amount of the sums actually paid by the Customer on the date of occurrence of the event giving rise to liability, per User station, per day of interruption on the average consumption of the last one (1) month.
The Service Provider cannot, moreover, be held responsible for the accidental destruction of Data by the Customer or a third party who has accessed the Application Services using the Customer's Identifiers.

The Service Provider cannot under any circumstances be held liable for any damage in the event of damage caused by an interruption or reduction in service by the telecommunications operator, the electricity supplier or in the event of force majeure.< /p>

ARTICLE 15. TERMINATION

In the event of a breach by one of the Parties of its contractual obligations, the Contract may be terminated automatically by the other Party thirty (30) days after the sending of a letter of formal notice addressed in recommended with acknowledgment of receipt remained without effect. The formal notice will indicate the failure(s) observed.
In the event of termination, the Customer will cease to use all access codes to the Solutions and Application Services.

ARTICLE 16. REVERSIBILITY

In the event of termination of the contractual relationship, whatever the cause, the Service Provider undertakes to return free of charge, at the first request of the latter by registered letter with acknowledgment of receipt and within a period of fifteen (15) days from the date of receipt of this request, all the Data belonging to him in a standard format readable without difficulty in an equivalent environment.
The Customer will actively collaborate with the Service Provider to facilitate the recovery of the Data.

ARTICLE 17. CONFIDENTIALITY

Each of the Parties undertakes to (i) keep confidential all information it receives from the other Party, and in particular (ii) not to disclose the confidential information of the other Party to any third party, other than employees or agents with a need to know; and (iii) use the other Party's Confidential Information only for the purpose of exercising its rights and performing its obligations under the Agreement.
The Parties also undertake to ensure that these provisions are respected by their staff, and by any employee or third party who may intervene in any capacity whatsoever within the framework of the Contract.

ARTICLE 18. COMMUNICATION AND PUBLICITY

The Client authorizes the Service Provider to quote the project and its main characteristics in all communication and advertising documents (brochure, sheet, website, CD-ROM and any other communication medium). As such, the Service Provider will be authorized to quote the brand and to refer to the Client's identification elements.

ARTICLE 19. MISCELLANEOUS

The nullity, lapse, lack of binding force or unenforceability of one or any of the stipulations of the Contract does not entail nullity, lapse, lack of binding force or unenforceability of the others stipulations, which will retain all their effects. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).

The Contract is subject to French law, to the exclusion of any other legislation.

For the execution of these presents as well as their consequences, the Parties respectively elect domicile at their registered offices indicated at the beginning of these presents. Any change to the registered office or address of one of the Parties will only be binding on the other Party eight (8) calendar days after having been duly notified to it.

In order to jointly find a solution to any dispute that may arise in the performance of the Contract, the Parties agree to meet within thirty (30) days of receipt of a registered letter with request for an opinion. receipt notified by one of the two Parties.

IF AT THE END OF A NEW FIFTEEN DAY PERIOD, THE PARTIES CANNOT AGREE ON A COMPROMISE OR A SOLUTION, THE DISPUTE WILL THEN BE SUBMITTED TO THE COMPETENT COURTS IN NANTES (FRANCE).

Annex C: Financial Terms

The fees for Application Services are indicated in euros and include all taxes (TTC).

Price and duration of commitment

The customer commits to a renewable period of 1, 3, 6 or 12 months.
Prices are in euros and include all taxes (TTC).
The price list is visible on the site wftb.fr.
The Service Provider reserves the right to modify the prices without notice. Price changes will be immediately applicable to new Customers and renewals of existing Customers.

Payment methods

Services are billed upon subscription.
Payment is cash and payable before creating an account by credit card (Paypal automated payment).

Payment by check

Your check should be sent in a duly stamped envelope made out to Philbert MAHÉ to:
Wellbert Company
26 rue de la mairie
44270 LA MARNE
France

Account activation

Upon receipt of payment by check, your account will be created, configured and activated. Your login credentials will be emailed to you.

In the case of online payment via Paypal, you will be redirected to an online form. After having duly completed it, your account will be automatically created.

You can then start your first documents as soon as registration is complete.