General terms and conditions for the provision of services
1. SCOPE AND ENFORCEABILITY
The present general terms and conditions for the provision of services (hereinafter the «General Terms and Conditions») determine the conditions applicable to the provision of services developed and marketed by Unis C, a simplified joint stock company with a share capital of €85,587.5, registered with the RCS of Lille Metropole under the number 813 987 534 and having its registered office at 165 avenue de Bretagne, 59000 Lille (hereinafter «Unis C») to professional clients (hereinafter «Client»).
All orders entail the application of these conditions, subject to the special conditions agreed between the parties in writing.
2. SERVICES PROVIDED BY UNIS C
2.1 Unis C is setting up a showcase to reference the accessibility of establishments welcoming the public/workers and transport in a fun and interactive way.
Through a Picto Access platform online via its Website accessible under the link www.pictoaccess.fr (hereinafter the « Site »), it creates innovative tools and services dedicated to mobility and accessibility for people with disabilities.
United C connects citizens, professionals and communities to work for a world accessible to all.
2.2 In this context, Unis C offers a certain number of services described in the order form or on the Site that the Client may subscribe to (hereinafter «Services») :
- Licence: this service covers access to the professional functionalities of the Picto Access site and the assistance related to the implementation of the Services;
- « Turnkey » option : this option constitutes the carrying out by Unis C or its service providers of the accessibility diagnosis and the integration of the accessibility data on the Site under the conditions referred to in the General Conditions;
- Option « Awareness of accessibility diagnostics » : this option raises awareness among the client's staff of the need for accessibility diagnostics to be carried out by the client;
- Other services : constitute other services related to the Picto Access platform that may be offered by Unis C.
3. SERVICE ORDERING
3.1 The order can be placed on the Site or directly from Unis C members by email, depending on the needs expressed. In the case of recurring orders, the Client agrees to notify Unis C, in writing, of the identity and contact information of the person authorized by the Client to transmit orders. Failing this, the order will be inadmissible.
3.2 In the case of an order on the Site, the signature triggers the implementation of the Services and invoicing.
3.3 In the case of an order from Unis C members, the starting date of the Licenses will be by default 2 months after the signature of the order, this date will serve as the anniversary date of tacit renewal. The full invoicing of the order will be done upon signature.
4. SERVICE EXECUTION
4.1 Unis C commits itself to respect the order. It undertakes to provide all the care and diligence necessary for the performance of the Services.
4.2 Each of the parties undertakes to inform the other party, as soon as possible and in writing, of any event concerning the Services resulting in modifications or delays in their execution.
4.3 The Customer acknowledges that the Service is not intended to verify the accessibility of the Customer's establishments with regard to the applicable regulations, but to enable the users of the establishments to have a better knowledge of certain accessibility conditions.
4.4 The Customer is informed that the Services can only be implemented on the following browsers: Safari, Chrome, Edge and Firefox in their latest version.Unis C cannot be held responsible in the event that all or part of the Services are not accessible due to the lack of browser updates, or to the Client's incorrectly configured firewalls.
5. CONSUMER OBLIGATIONS
- To provide an exhaustive list of the establishments concerned by the Services, a qualified contact person and his or her contact details, and to make the initial contact in order to enable the Services to be carried out;
- Produce and complete its pages on the Site within a reasonable period of time and at the latest within 3 months following the order, unless the Turnkey Option is chosen;
- To provide the sincere and exact information necessary for the creation of the pages of its establishments. If this information is included on the Site by Unis C, the data must be transmitted in the format requested by Unis C. The Client shall use the Services as a 'good father' and shall not lie or extrapolate the conditions of accessibility of its establishments; Provide the photos necessary for the creation of the pages of its establishments on the Site, allowing the user of the Site to have fair and objective information about the conditions of accessibility and the general atmosphere of the Client's establishments. Three photo galleries are present on the Site: General, Accessibility and User Galleries. The general and accessibility galleries are to be provided by the Client. The 'user' gallery is made up of photos taken from user comments. The Customer must include accurate photos that are in accordance with good morals. The Customer can also moderate by himself the photos from the users of the Site via his dashboard on the Site or on the dashboard accessible under the link : dashboard.pictoaccess.fr
- Update the information of its establishments via the dashboard present on the Site.;
- Enhance from its website(s) of its choice the accessibility of its establishments via the tool(s) (widget/API) provided by Unis C. In this respect, Unis C provides the Client with the widget/API links, in accordance with the technical documentation available on request from the Client or partner. However, the implementation and the necessary developments are the responsibility and at the expense of the Client. Unis C shall not be held liable for the non-adaptability of its widgets/API to the Client's specificities.
- If the option « awareness of accessibility diagnostics » is subscribed to, provide the list of persons to be made aware (within the limit of 10 persons per session) and the reception conditions to allow this awareness of the Services in the best conditions;
- If the « turnkey »option is taken out, ensure access to the establishments, employees, agents or service providers mandated by Unis C. In the event that Unis C is refused access to all or part of the Client's establishments, the full diagnosis will be due.
The initial accessibility information will be kept on the Site for a maximum of 3 years, unless the Customer updates it. After this period :
- The information will be considered null and void due to the lack of updating,
- Accessibility information will be removed and will no longer be visible on the Site.,
- The initial version will no longer be saved on the platform by Unis C,
- Widget/API redirection links from the client's or partner's platform will not be provided.
- Failure to update constitutes non-compliance by the Customer with its contractual obligations and will lead to the consequences set out in these General Terms and Conditions.
6. PRICE OF SERVICES
6.1 The price is defined in the order, according to the services subscribed to.
6.2 Unless otherwise stipulated between the parties under the conditions provided for by law, the invoice is paid by the Customer by bank transfer or cheque in the following manner:
- When ordering on the Site, on the day of the order ;
- When ordering offline, by bank transfer or by cheque, within sixty (60) days from the issue of the invoice issued on the day the order is signed.
6.3 Unless otherwise stipulated in the order, no discount is granted for early payment.
6.4 Any partial or total delay in payment shall automatically entail the following consequences :
- Late payment penalties on outstanding amounts, calculated on the basis of three(3) times the French legal interest rate. This interest will be automatically and by right acquired by Unis C as of the day following the due date, without prior formal notice.;
- The invoicing of a flat-rate compensation for collection costs of 40 euros. In the event that the recovery costs incurred exceed the amount of this fixed indemnity, Unis C may request additional compensation upon justification.
6.5 Prices may be revised annually according to the evolution of the SYNTEC price index on the anniversary date of renewal of the License(s).
6.6 In the case of successive orders from Unis C members by a Customer, the notion of co-terminus will be applied in order to have the same start and end date of the Licenses. The terms of the co-terminus will be specified in the quotation and the order form.
7.1 Unis C agrees to perform the Services with its own equipment for which it will be responsible for any damage it may cause or suffer.
7.2 Unis C's services help Clients to inform and promote the accessibility of their establishments to users, without the information provided being based on the legal obligations of the E.R.P, I.O.P, E.R.T, transport networks and roads.
The Client acknowledges that Unis C does not have any quality or approval to appraise :
- The quality of the information published by the Client on its sites ;
- The conformity of the E.R.P, I.O.P, E.R.T, means of transport and roads presented by the Customer on its pages to the regulations relating to the accessibility of these facilities to disabled persons and persons with reduced mobility..
If the Client subscribes to the « Turnkey » option, the diagnosis carried out by Unis C or its service providers is intended to assess the accessibility of the establishment by putting oneself in the shoes of a user. Unis C cannot guarantee the conformity of the information transmitted to it by the reception staff of the establishment, the conditions of accessibility of the establishments photographed, and this, notwithstanding the information which could be transmitted to it directly or indirectly or scenes and facts which it could witness at the time of the execution of its mission.
The accessibility standards used by Unis C are usage-based and therefore not exhaustive in terms of accessibility information.
In any event, Unis C cannot be responsible for :
- the Customer's non-compliance with regulations, for which it is the Customer's responsibility to check the accessibility conditions of its establishments in accordance with the law,
- the accuracy of the accessibility information completed on the Site in the event that the Customer carries out the diagnosis,
- modifications by the Client of the accessibility conditions after the Services have been put in place,
- the lack of updated accessibility information on the Site's dashboard,
- the poor execution of the Services or any damage suffered by a third party in the event of a breach by the Customer of these general terms and conditions,
The Client indemnifies Unis C against all claims, demands, infringements or liability in connection therewith.
7.3 In any case, Unis C's liability cannot exceed the amount of the order, which is the subject of the dispute.
8. ASSISTANCE ET MAINTENANCE
Unis C will advise the Client when the Client uploads the widgets and/or APIs. Unis C also provides documentation in the form of a guide to use the Site.
Maintenance operations on the Site may be initiated by Unis C in order to improve the functionality of the Site, to carry out updates, or any other necessary operation. Unis C will inform the Client of such operations. Unis C cannot be held liable for these operations if they last less than 72 hours or if they are made necessary by a case of force majeure.
Unis C may make minor changes to its Services to allow better accessibility, better design, or otherwise, and to its Site without prior notice to the Customer; in the case of major changes, the Customer will be notified within one (1) month before they go online.
9. CONTRACT DURATION
Unless otherwise specified in the order, this Agreement shall come into force on the day of signing the order for a fixed period of one (1) year. It shall be renewed by tacit agreement for successive periods of 12 months, unless terminated by either party by registered letter with acknowledgement of receipt, giving thirty (30) days' notice before the expiry of the Contract..
10. FORCE MAJEURE
Neither party can be held liable to the other for a failure to meet its contractual obligations in the event that this failure would be due to an event constituting force majeure, as defined by Article 1218 of the Civil Code. By express agreement, will be considered cases of force majeure disturbances, interruptions and stoppages of the Internet network, electricity, interruptions due to service providers of the client.
The party affected by the force majeure must immediately notify the other party in writing. If the latter is prevented from performing its obligations for more than fifteen (15) consecutive calendar days due to an event of force majeure, the other party shall be entitled to terminate this Contract by operation of law, without damages on either side, by sending a registered letter with acknowledgement of receipt.
11. CONTRACT RESOLUTION
11.1 In the event of failure by one of the parties to meet any of its obligations and except in cases of force majeure as defined in the article « FORCE MAJEURE », the other party may give formal notice to respect its commitments by registered letter with acknowledgement of receipt, expressly stating its intention to terminate the Contract if these commitments are not respected.
If the party at fault fails to remedy its default within fifteen (15) calendar days from the date of first presentation of the said formal notice, the other party may terminate the Contract ipso jure by sending a second registered letter with acknowledgement of receipt, without prejudice to its right to damages.
11.2 However, in the event that the nature of the obligation not complied with makes it impossible for the defaulting Party to remedy its default, the other Party may immediately and ipso jure terminate the Contract after the default has been established by sending a registered letter with acknowledgement of receipt, without prejudice to its right to damages.
11.3 In case of termination for proven fault of Unis C, the contract will be terminated and Unis C will reimburse the amount of the unused License on a prorata temporis basis. In case of termination due to the Client's fault, the Client will not be reimbursed prorata temporis for the amount of the unused License.
12. CONSEQUENCE OF THE TERMINATION OF THE CONTRACT
In the event of termination of the Contract for any reason whatsoever :
- Each of the parties undertakes to maintain the confidential nature of the information transmitted or of which it may become aware during the performance of this Contract, and to return the documents, materials and source codes provided by Unis C;
- Within fifteen (15) calendar days from the end of the contract, the Services will be suspended, the pages will be hidden for a period of one (1) year and then deleted.
- The parties will enter into an end of collaboration plan setting out the steps to be taken by the parties and timelines, including a schedule for the removal of pages detailing accessibility;
- Termination of the Contract shall not release the parties from their obligations, in particular financial obligations, arising prior to the date of such termination.
13. CONTRACT ASSIGNMENT / SUBCONTRACTING
13.1 Unless Unis C has given its express prior consent, the Client may not assign or transfer, whether for consideration or free of charge, all or part of its obligations under this Agreement. The change of direct or indirect control (within the meaning of Article L.233-3 of the French Commercial Code), the increase in capital, the merger or any operation tending to effect a universal transfer of assets, the transfer of a business or one of its elements and the contribution, pledging or leasing of the business shall be considered as a sale and/or transfer of the Agreement.
In the event of an assignment or transfer of the Contract in violation of this article, the Contract shall be automatically terminated, without prejudice to any damages and interest that may be claimed by the party that is the victim of this violation.
Unis C may freely assign or transfer its obligations under the Agreement, regardless of the form of the assignment or transfer, subject to prior notice to the other party eight (8) days prior to such assignment or transfer.
13.2 Unis C may subcontract the performance of all or part of the obligations of the Contract.
14. INTELLECTUAL PROPERTY
14.1 Each Party undertakes to respect the intellectual property rights of the other Party.
14.2 The general structure of the Site and other web sites belonging to Unis C as well as the texts, graphics, images, sounds and videos composing them, are the property of Unis C. Any representation and/or reproduction and/or partial or total exploitation of the contents and services offered by the said sites, by any process whatsoever, without the prior written authorization of Unis C is strictly prohibited and would be likely to constitute an infringement within the meaning of the Intellectual Property Code.
The Picto Access© brand is a registered trademark of Unis C.Any representation and / or reproduction and / or partial or total use of this trademark by the Customer, of any nature whatsoever, is totally prohibited with the exception of the use of the Picto Access trademark and that of the Customer as a reciprocal reference during the term of the contract.
14.3 Within the limits of the present terms and conditions, Unis C shall not use, without the express authorization of the Client, in any form and on any medium whatsoever (whether physical, electronic, material or dematerialized), the names, trademarks, logos and more generally any element of intellectual property such as drawings, models, logos and others belonging to the Client.
14.4 To the extent permitted herein, Unis C authorizes the Client to use the Unis C pictograms on the Client's site.
14.4 Unis C offers each Client the opportunity to publish its own photos for the purpose of illustrating the corresponding activity (hereinafter the « Photographs »). The Client warrants that it is the owner of the rights to the published Photographs or that the Photographs are free of rights. The Photographs must not infringe the image rights of persons, the intellectual property rights of third parties, or the rights of goods, without this list being exhaustive. The Client indemnifies Unis C against all direct or indirect consequences related to the non-observance of the rights of third parties. Unis C reserves the right to withdraw any disputed Photograph within a reasonable period of time after having been warned of its unlawful nature.
14.5 During the entire period of execution of the contract, the Client transfers to Unis C, free of charge and for the purpose of association of the Photographs in the name or image of the Client, the right to :
- Represent or have represented the Photographs in the media, whatever they may be, in which they are to be incorporated;
- Communicate the Photographs to the public and make them available to the public. This right of representation applies to any event of a public or private nature, and of a lasting or temporary nature;
- Reproduce, represent and exploit for marketing, promotional or advertising purposes, all or part of the Photographs, on any product, imagery, card, in magazines, newspapers, journals.
14.6 During the entire duration of the Contract and after its termination, whatever the cause may be :
- All information collected on the Client's pages by Unis C relating to accessibility may be used by Unis C for statistical purposes only and in order to allow Unis C to continue to find and offer places accessible to people in fragile situations or with reduced mobility.
- All top-level accessibility information (pictograms) may be used on Unis C's partner sites to disseminate accessibility information on platforms other than the Site.
15. PRIVACY AND PERSONAL DATA
15.1 During the performance of the Contract, each of the parties expressly agrees to treat as confidential all documents and information, oral or written, of any nature whatsoever exchanged during the negotiation and performance of this Contract and not to disclose anything to a third party, unless expressly agreed in writing by the other party.
Nevertheless, documents and information which were in the public domain at the time of their disclosure or which have fallen into the public domain without any breach of the Contract or which result from internal knowledge of each of the parties without any breach by them of this obligation of confidentiality shall not be considered confidential.
The obligations of confidentiality and limited use referred to above shall not apply and shall cease to apply to information, which the receiving party could prove :
- that they have entered the public domain or have been published prior to or after their disclosure, but in that case, in the absence of any fault or non-performance of this Contract attributable to it,
- they are already known to it at the time of disclosure,
- they have been received from a third party in a lawful manner, without restriction or violation of this Agreement,
- the use or disclosure has been authorized in writing by the disclosing party, or
- it is the subject of a communication requested by an administrative authority or pursuant to a law, a decree, a regulation or a judicial decision; but only for the Party which is the subject of that obligation; and in such a case the receiving Party undertakes to inform the disclosing Party thereof prior to any communication.
15.2 Unis C collects nominative information from customers and prospects for the follow-up of commercial relations and for the management of orders.
In the context of its commercial relations, Unis C undertakes to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (hereinafter, « The European Data Protection Regulation »).
The client is informed that the information provided by the client is necessary for the performance of the services performed by Unis C and may be processed for statistical or commercial purposes.
The client acknowledges that this information may be passed on by Unis C to its partners exclusively for the execution of the client's orders..
In accordance with article 34 of the law « Informatique et Libertés, Unis C guarantees the customer a right of access, retraction, rectification and deletion on the personal data concerning him by sending a request to the Data Protection Officer, by email to : [email protected]or by mail to « Délégué à la protection des données, Unis C, 225 rue des templiers, Lille, 59000 » ;
In accordance with the legislation in force, this request must be accompanied by a photocopy of an identity document and specify the address to which the reply should be sent. Any other means of exercising this right will not be taken into account and any erroneous or incomplete request will not be processed..
16. NON-EMPLOYMENT CLAUSE
The Parties undertake, throughout the duration of the Contract and during the year following its termination, for whatever reason, not to hire directly or indirectly by any means whatsoever an employee of the other Party who may have been involved in the performance of the Services.
In the respect of all legislative, regulatory and deontological provisions, UNIS C is authorized to state the fact that it advises and intervenes on behalf of the customer on the occasion of the operation object of the present mission.
18. GENERAL PROVISIONS
18.1 This Contract may only be modified by a written amendment signed by both Parties.
18.2 This Agreement and its Appendices constitute the entirety of the existing agreements between the Parties concerning the subject matter hereof and supersede any previous agreement having the same subject matter.
18.3 If any provision of the Contract, which is not the essence of the Contract, is declared null and void or unenforceable to the extent that it violates any law or treaty, such provision shall be deemed not to form part of the Contract or shall apply with the minimum modification necessary to make it valid and enforceable while preserving as far as possible the intention of the parties.
18.4 Any violation of these Terms and Conditions of Service entitles Unis C to refuse in the future to allow the Client who has committed the violation to benefit from the Services provided to Unis C.
19. APPLICABLE LAW AND JURISDICTION
19.1 These terms and conditions and all Call-ups are subject to French law
19.2 In the event of a dispute relating to the existence, validity, formation, interpretation, performance or termination of the Contract, as well as to the termination of their relationship, the parties undertake to attempt an amicable settlement of this dispute.
To this end, the more diligent party shall invite the other party, by registered letter with acknowledgement of receipt, to meet within eight(8) calendar days from receipt of such notification to attempt to resolve the dispute, possibly by recourse to a third party mediator, unless it is manifestly impossible to negotiate.
In the absence of an amicable agreement within fifteen (15) days, the parties attribute exclusive jurisdiction to the Courts of Lille Metropole, even in the event of an incidental claim, summary proceedings, multiple defendants and warranty claims.