May 2024 Edition
DISCURV, SAS, whose registered office is located at 84 Quai des Chartrons, 33300 Bordeaux, registered with the RCS of Bordeaux (company number 821466877) with a share capital of 49,924.00 €, represented by Guillaume David as president,
Hereinafter referred to as the "Service Provider", “we”, “us”, supports its clients in conducting market research and surveys among individuals. The Service Provider also offers consulting and services associated with the execution of said studies.
The Parties declare and acknowledge that all negotiations leading to the conclusion of this Agreement were conducted in good faith. They have thus benefited, during the pre-Contractual negotiation phase, from all necessary and useful information enabling them to commit with full knowledge and having mutually communicated all relevant information to determine their consent, which they could not legitimately ignore. In particular, the Client has received all necessary information allowing it to assess the adequacy of the Services to its needs.
These General Terms and Conditions (GTCs), including their appendices, are a membership Agreement to which the Client adheres by signing the Quote from the Service Provider. They are provided to the Client with the Quote which can be signed electronically or on the Service Provider's website. The Quote may include special conditions that supplement these GTCs.
In case of a contradiction between the Quote and the GTCs, the Quote including any special conditions will prevail. Any other document, such as commercial, advertising, product sheets or catalogues issued by the Service Provider, will only have indicative value. No general or special purchase condition of the Client prevails over the GTCs, and these documents will be unenforceable against the Service Provider. The Agreement consists of the GTCs and the Quote signed by the Client.
The Quote specifies the ordered Services and the characteristics of the Survey, such as the target, the number of respondents, the concerned countries, the number and type of questions, and the duration of the Survey. As a reminder, the Services do not necessarily include the execution of the Survey.
If the Client must issue a purchase order or any other internal document to proceed with the payment of the Service Provider's invoices, it commits to carry out the necessary formalities to provide the Service Provider without delay with a purchase order number to proceed with said payment.
Client: the legal entity ordering the Services
Party(ies): the Service Provider and/or the Client Services or Deliverables: the offer of consulting, strategy, review of the Survey's questionnaires, and more generally any support before the launch of the Survey, as well as any subsequent analysis of the results of said Survey upon its completion as described in the Quote, including access to the Platform.
General Terms and Conditions (or GTCs): this present document governing the provision of Services
Quote: the commercial proposal of the Service Provider and/or quote incorporating the description of the Services and Deliverables and their price, signed by the Client and to which the GTCs are attached
Agreement: the GTCs and the signed Quote
Platform: the application accessible at the addresses app.pollandroll.com and/or app.Discurv.com made available to the Client to access the Services
Survey: the theme of the market research that the Client orders from the Service Provider or that it conducts directly (without the Service Provider)
Pack: a set of several Surveys ordered by the Client from the Service Provider, to be carried out within a period of time agreed at the signature date, the price of which takes account of savings made in proportion to the number of Surveys
The Service Provider reserves the right to modify these GTCs at any time. Unless otherwise indicated, modifications become effective upon the signature of a Quote subsequent to the said update.
Any required signature under this Agreement can be executed manually or electronically in compliance with the prevailing laws and regulations concerning electronic signatures. In this case, electronic signatures will have the same legal value as handwritten signatures.
The Quote specifies the commencement date of the Services. In the absence of such, the Parties acknowledge it will be the date of signature of the Quote.
The Agreement's duration corresponds to the period between this commencement date of the Services and the delivery of the Deliverables or the execution of the associated Deliverables.
The price of the Services is indicated in the Quote, in euros and excluding taxes. The signing of the Quote implies acceptance by the Client to pay the indicated price for the Services. VAT and any other applicable tax will be due by the Client, at the rate in force at the date of invoicing.
The Service Provider invoices the Services according to the payment and billing schedule specified in the Quote. It can also invoice a deposit.
Subject to prior validation by the Client, the Client will reimburse the Service Provider for the amount of reasonable and necessary transportation, accommodation, catering, and other travel expenses incurred by the Service Provider in the execution of the Services.
If the Client does not carry out the number of Surveys in the ordered Pack within the time limit specified at the signature date, the Service Provider will invoice the Client, for each Survey carried out, for the difference between the unit price of each Survey in the ordered Pack and the unit price of each Survey increased to take into account the number of Surveys actually carried out.
In the event of a modification to the Quote requested by the Client and not accepted by the Service Provider, the latter reserves the right to invoice the Client for the performance of the Services. This invoicing will be prorated to the work carried out and/or to the number of Respondents obtained by the Service Provider on the day on which the Client sends the request for modification.
The Agreement is governed by and interpreted in accordance with French law.
The Services are described in the Quote.
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DISCURV SAS, share capital 49 924 €, 84 Quai des Chartrons, 33300 Bordeaux RCS de Bordeaux 821466877, APE 7320A
If the Client provides the list of Respondents, the Provider may notably amend the file received from the Client to remove duplicates, format the file, and create unique identifiers.
The Results will be transmitted to the Client in the format indicated in the Quote. The Client can access the results either on the Platform or via the Deliverables transmitted by the Service Provider.
Respondents: the individuals participating in the Survey Results: the responses of the Respondents to the Survey Deliverables: reports, analyses, meetings, raw databases, videos, infographics, tables, summary notes, pivot tables presenting the Results and more generally any document transmitted by the Service Provider to the Client.
The Platform allows the Client to manage the course of the Survey and view the Results. The detailed functionalities of the Platform are described in the Quote.
The Platform is accessible in SaaS mode via the internet. The Client is solely responsible for the good functioning of its information system and the internet connection that allows him, and the Users, access to the Platform.
Questionnaire: the document containing all the questions asked to the Respondents for the Survey
Users: the individuals authorized by the Client to access the Platform (including employees, interns, consultants, etc.)
The number of authorized Users is set in the Quote, which the Client agrees not to exceed. Beyond this number, specific developments and additional billing will incur.
The Client provides the Service Provider with the email addresses of the Users so that the Provider can send them a link to connect to the Platform. Upon the first connection, Users create a password associated with their account. Subsequent identification of Users is done via an identifier composed of their email address and a password (the “Identifiers”).
The Client and the Users must keep their Identifiers secret, protect third-party access, and ensure their confidentiality, notably abstaining from disclosing them in any form. Thus, the Client is responsible for the use of Identifiers and ensures that no unauthorized person accesses the Platform. Generally, the Client assumes responsibility for the security of individual roles and access to the Platform by Users. He vouches for the Users’ adherence to these terms, in accordance with article 1204 of the Civil Code.
In case of the departure of a User, the Client must inform the Service Provider promptly so that the latter can delete the associated account.
The Client must inform the Service Provider without delay if it notices a security breach, notably linked to the voluntary communication or diversion of Identifiers, so that the Service Provider can take all appropriate measures to remedy the security breach. In case of loss or theft of an Identifier, a procedure for allocating a new password is implemented.
The Service Provider may close or suspend the account of the concerned User in case of a risk to the Platform or the Services or with any non-compliance (or suspicion of non-compliance) with these terms. His liability will not be engaged in this case.
The Client (as well as the Users) are prohibited from:
or sharing these elements with a third party to develop or whom have developed a platform or services competing with those of the Service Provider
The Service Provider reserves the right to refuse the addition of a User if it considers that this User is likely to compete directly or indirectly with the Platform or the Services or not to respect the above prohibitions.
In the case where the Agreement is concluded by a Client acting on behalf of and for the account of other entities belonging to the same group (namely its subsidiaries), these entities can also access and use the Platform in accordance with these terms. Depending on the Services selected by the Client,
billing will be made to the Client or to the concerned entities.
The Platform and its support are accessible, in principle, from Monday to Friday from 9:30 am to 6 pm, except on public holidays. They will not be accessible in case of maintenance of the Platform or its servers.
In the case of a malfunction or anomaly preventing access to the Platform or considerably degrading it, the Service Provider will correct said malfunction to its best effort. It can also propose a workaround in case of impossibility of correction. The Client commits to collaborate with the Service Provider to provide him with all necessary assistance and information.
This term refers to data processors used by the service provider to process personal data on its behalf and for its account. The Client expressly authorizes the Service Provider to entrust all or part of the Services to one or several Data processors of its choice and duly selected by it. The Client recognizes that the Service Provider uses Data processors including a host for the Platform, for the collected
data, companies constituting panels of Respondents, and the advertising agencies of social networks broadcasting the Questionnaires. Among these Data processors, some access and process the Personal Data of the Respondents.
The complete list of the Service Provider’s Data processors, as of the date of signing of this Agreement, is accessible via a specific link.
Additional information, including existing guarantees and the names of the Data processors, can be obtained on request. The signing of these terms carries the Client's acceptance of the Data processors, including those processing Personal Data, to which the Service Provider resorts for the realization of the Services. In case of modification of this list, the Service Provider commits to communicate to the Client the updated list of Data processors to obtain his authorization. The Client may object to the designation of a Data processor only for legitimate and motivated reasons (i.e., a competitor, provider with whom the Client has an ongoing dispute) which must be communicated to the Service Provider. In the absence of reservations made by the Client within ten (10) working days from the sending of the information, the Client will be deemed to have accepted the new Data processors. In the case where the Client refuses a Data processor, the Service Provider reserves the right to apply different rates to the Client than those initially agreed to account for this refusal.
The Customer authorizes the Service Provider to use subcontractors to perform the Services covered by the Agreement.
Subcontractors perform their tasks from their own premises. If a subcontractor works on the Service Provider's premises, the subcontractor's personnel must comply with the Service Provider's internal regulations and safety rules.
The Client must have a subscription to the office suite and be able to use Excel and PowerPoint tools in particular to access the Results. Each User must have access to the Services via the Internet, either through the Client's corporate network or through a wireless connection (WiFi, 4G, or 5G). To specifically access the Platform, the Client must use a browser that meets the commitments detailed in the “defaults” section of the site accessible at (https://github.com/browserslist/browserslist#full-list).
Each Party commits to inform the other Party of any difficulties, especially technical, human, financial, or organizational, that could impact the execution of its obligations under the Agreement, and to seek, with the other Party, an acceptable solution that preserves the interests of the other Party whenever possible. Moreover, the Parties agree not to denigrate or harm, in any way, the image of the other Party.
The Client commits to approve, as soon as possible, the elements that the Service Provider sends for validation. This may concern the content of the Questionnaire or the target Respondents. These validations can be done by any means (email, via the tools made available to the Client) or orally. Oral validations will still be confirmed between the Parties by email.
In any case, the Client acknowledges that the Service Provider may consider as "approved" any element sent to the Client that has not been commented on, reserved, or notified in writing by the Client within fifteen (15) working days from their sending. After this period, the Client will be considered to have approved the corresponding element, and the Service Provider can initiate the next step and/or corresponding billing.
The Service Provider reserves the right to refuse any modifications that the Client could make to the scope of the Survey, questions, or target after signing the Quote. Indeed, the Service Provider has oversight over the object of the Survey and, notably, the type of
information and data that the Client wishes to collect from the Respondents.
The Client cannot use the Services for illegal purposes, collect sensitive data about Respondents, or more generally in any manner not in line with the applicable standard of ethics for research institutes or likely to harm the image of a Respondent or the Service Provider in any way.
In case of a dispute between the Parties or refusal by the Service Provider, the Parties will meet to settle the contentious point.
The Service Provider delivers the Services as part of a general obligation of means. Indeed, the Service Provider implements its best efforts to provide the Services and make the Platform available to the Client if the latter has chosen this option. The Service Provider commits to making its best efforts to respect the provisional schedule of the Quote, provided that the Client also respects the obligations incumbent upon him. The Service Provider also commits to reminding and asking the Client when necessary for the communication or provision of information required to provide the Services. Additionally, the Service Provider commits to making its best efforts to comply with the ICC/ESOMAR International Code for market, opinion, social, and data analysis studies.
The Client commits to respecting these terms and especially the conditions of use of the Platform, as described above. The Client notably commits to:
If the Client wishes to publish the Results of the Survey or any Deliverable provided by the Service Provider, he must respect the following conditions, provided by the ICC/ESOMAR International Code for market, opinion, social, and data analysis studies:
Invoices will be sent by the Service Provider according to the schedule indicated in the Quote. They are payable within thirty (30) days from the date of the invoice.
Any delay in payment will automatically and without prior notice incur late payment penalties calculated from the due date until effective payment, corresponding to an amount equal to three (3) times the legal interest rate, increased by the applicable VAT, per month, as well as a fixed compensation for recovery costs of 40 € and actual costs in case of recovery costs incurred exceeding this fixed compensation.
If the interest rate of the late payment penalties defined above were to be lower than the minimum rate appearing in the Commercial Code, the increase for late payment would then be calculated by applying this minimum rate. Interests are capitalized according to the provisions of article 1343-2 of the Civil Code.
Moreover, in case of delay or default of payment, the Service Provider can suspend the provision of the Services. Indeed, the Service Provider sends a notification by email to the Client informing him of the default of payment, and if no payment is made within ten
(10) working days from the sending of the said notification, the project
manager of the Service Provider informs his counterpart at the Client of the payment delay. At the expiration of this period, the Service Provider can restrict, suspend, in whole or part, access to the Platform, the provision of the Services or terminate the Agreement. It may also claim damages and interests. The Service Provider does not assume liability due to this suspension.
The Platform is owned by the Service Provider and is not transferred to the Client. The Client only benefits from a right of access and use of the Platform, in accordance with these terms.
The Service Provider grants the Client, on a personal, non- assignable, non-transferable (without prejudice to the right for the Client to make the Platform available to authorized Users and its subsidiaries), non-sublicensable, and non-exclusive basis, a right of access and use of the Platform by the Users for the duration of the Agreement. The Platform must be used in accordance with its purpose, the stipulations of these terms, as well as the prescriptions and usage, security, and proper functioning instructions of the Service Provider, and only for the Client’s own internal needs. Any use not expressly authorized by the Service Provider under these terms is illicit.
As part of the Services, the Service Provider may be required to create and transmit Deliverables that are specific to the Client. The Client can also download these Deliverables from the Platform (if he has subscribed to this option). These Deliverables are not generic and cannot be reused by the Service Provider for and by other clients (i.e., reports including the brand or logo of the Client and information specific to him). They are identified in the Quote (the "Client's Deliverables").
Questionnaires are not considered as the Client’s Deliverables and are therefore not transferred to the latter.
The Service Provider transfers to the Client, exclusively, all intellectual property rights attached to the Client's Deliverables,
subject to the full payment of the price corresponding to the Services indicated in the Quote. This transfer applies worldwide and for the legal duration of protection as provided by intellectual property law. This transfer includes the rights of reproduction, representation, adaptation, and translation, exploitation, distribution, in any form and presentation, on all media known or yet unknown to date, for their initial purpose as well as for any derivative or different use or separate exploitation.
Notwithstanding the foregoing, the Client grants a usage license to the Service Provider on the Client’s Deliverables, notably to:
Depending on the options selected by the Client, the Service Provider may receive elements from the Client and use them in the context of the Services. This can include elements identifying the Client, such as the brand, logo, graphic charter, as well as databases and Client Data (if the Client wishes the Survey to address Respondents whose contact details it has).
In this regard, the Client remains the owner of the elements it has provided to the Service Provider for the provision of Services. It grants a license to the Service Provider for the proper purposes of these terms, including the right to reproduce and represent them on the Service Provider's computer environment and in the Deliverables.
Client Data: The contact data of the Respondents allowing the Service Provider to contact them for the Survey.
Summary of the roles and responsibilities of the Parties according to the processing of Personal Data implemented:
As part of the Agreement, the Service Provider will process identification and navigation data of Users, particularly to create their access to the Platform and allow them to access it. These are Personal Data. In this context, the Service Provider acts as a Data processor of the Client, within the meaning of the Data Privacy Regulation. The commitments of the Service Provider, as a Data processor, are included in Appendix 2.
Personal Data: any information that allows directly or indirectly identifying a natural person
Data Privacy Regulation: the Information Technology and Freedoms Law No. 78-17 of January 6, 1978, amended in particular in 2004 and the European Regulation on the protection of personal data
Furthermore, the Parties also process the Personal Data of their contacts during the negotiation, signing, and then execution of the Agreement. Consequently, the Client and the Service Provider each commit to processing this Personal Data in accordance with the Data Privacy Regulation. In this respect, the privacy policy of the Service
Provider informing the Client’s employees with whom it interacts under the Agreement (excluding authorized Users) is in Appendix 2bis.
The Service Provider processes Personal Data relating to Client representatives for commercial, contractual and accounting management purposes. In this respect, the privacy policy of the Service Provider informing the Client’s representatives with whom it interacts under the Agreement is in Appendix 2bis.
The Service Provider also acts as a data processor on behalf of the Client when it:
In fact, the Client commissions the Service Provider to carry out the Survey, providing the Service Provider with the contact details of the Respondents or instructions regarding the content of the Questionnaire and/or the target audience of the Respondents. The Service Provider then conducts the Survey based on the purposes and methods defined by the Client.
The provisions of Appendix 2 establish the roles and responsibilities between the Parties in this configuration.
In any case, the Client agrees not to use Respondents' Personal Data for commercial purposes (in particular, to contact them to offer goods or services). In any case, the Client agrees not to seek to obtain Respondents' contact details by any means whatsoever. The Service Provider may hold the Client liable if it appears that the Client has breached these prohibitions.
The Service Provider reserves the possibility of directly soliciting Respondents to add their Personal Data to its own database in order to create a panel of Respondents. For this processing, the Service Provider acts as a data controller since it directly determines the purposes and methods of the processing. The Service Provider commits to complying with all obligations imposed on it under data privacy regulations.
The Service Provider guarantees that the Services comply with the information provided in the Quote, including the compliance of the Platform with the essential features outlined therein (based on the subscription chosen by the Client).
In any case, the Client acknowledges that the Service Provider cannot guarantee the suitability of the Services for any specific need of the Client or the achievement of specific goals set by the Client, even if they have been communicated to the Service Provider. The Service Provider also cannot guarantee that the Platform will operate without interruption, be free of errors, bugs, or viruses.
The deadlines and schedules provided in the Quote are indicative since their adherence depends on the cooperation of the Client and the speed of obtaining responses from the Respondents. Furthermore, the Service Provider cannot always guarantee the
Respondent penetration rate specified in the Quote, as it depends on the success of the Survey. If the Client specifies an upfront Respondent penetration rate that is not achieved, the Service Provider is not responsible for the failure to reach the specified penetration rate and may charge the Client for additional Respondent recruitment to meet the rate communicated by the Client.
Conversely, when the Service Provider specifies the penetration rate or success of the Survey among Respondents, it commits to making its best efforts to achieve the number of Respondents it has indicated at its own expense.
The Service Provider declares and guarantees that it holds all the rights enabling it to conclude the Agreement, especially granting the Client the right to use the Platform and the Deliverables, as well as assigning the Client's Deliverables. It is worth noting that any element under "Open Source" license included in the Deliverables or the Platform is subject to the applicable open-source license.
The Service Provider guarantees the Client's peaceful enjoyment of the Platform and the Client's Deliverables, as well as any other items provided under the Agreement. In this regard, the Service Provider commits to indemnify the Client for direct damages resulting from a final court decision or a pre-approved settlement, for any complaint and/or proceedings initiated by a third party claiming an intellectual property right belonging to them and which the Platform, Deliverables, or Client Deliverables may have infringed. This guarantee can be implemented by the Client, provided that the Client has sent the complaint or claim to the Service Provider within ten (10) working days of receiving such a complaint. This indemnification will be the sole compensation granted to the Client in case this guarantee is activated.
In the event of a legitimate and well-founded complaint, the Service Provider may, at its discretion:
This guarantee of peaceful enjoyment does not apply to demands or actions resulting from: (a) any damage, alteration, modification, or addition made to all or part of the Platform or Deliverables that has not been done or authorized by the Service Provider; (b) any combination of all or part of the Platform or Deliverables with software, hardware, or other technology not provided or recommended by the Service Provider; (c) the use of all or part of the Platform or Deliverables in an application or environment for which they were not designed or intended under the Agreement; (d) any use of all or part of the Platform or Deliverables in a manner inconsistent with the terms of this Agreement; (e) any elements provided by the Client; and (f) any demand or action related to the infringement of intellectual property rights that do not belong to the Service Provider.
The Client represents and guarantees to the Service Provider that
(i) it complies and will comply with all applicable laws regarding the use of the Services, especially its obligations towards Users and
Respondents for whom it has provided Personal Data, (ii) it will use the Services in accordance with any documentation or manual provided by the Service Provider, for lawful purposes, and in compliance with the terms of the Agreement, good moral standards, and local regulations in force, (iii) the items provided by the Client, especially for transforming the Platform into white-label, Questionnaires, or Deliverables, do not infringe or counterfeit any copyright, trademark, or other intellectual property rights of a third party, (iv) the data included in the file containing Respondents' Personal Data is correct, and said Respondents have been informed of the processing of their Personal Data for the purpose of conducting the Survey.
In particular, in the event of a Survey requiring reference to a protected brand or influencer image, the Customer declares that it has obtained the prior written authorization of the third party concerned for the purpose corresponding to the assignment entrusted to the Service Provider, the latter having no contractual or financial link with the third party.
Therefore, the Client commits to indemnify the Service Provider fully for any judgment, costs (including legal and procedural costs), and related expenses that may be imposed on it due to a breach of this provision.
The Contractual liability of the Service Provider under the Agreement shall not be incurred in case of, among other things, unavailability, interruptions, or slowdowns of the Platform, one or more of the Services, or errors and viruses preventing access and use of the Platform for three (3) business days.
The Contractual liability of the Service Provider cannot be incurred for any damage suffered by the Client, a User, or a third party resulting directly or indirectly from their failure to fulfill any of their obligations, non-compliant use of the Services, use for purposes other than those known, or negligence.
The liability of the Service Provider may only be incurred in the case of proven fault or negligence and will be limited to direct damages, excluding any indirect damages of any nature, including, but not limited to, loss of opportunity, data, results, or business, damage to image or reputation.
In any event, the total amount of compensation due from the Service Provider shall not exceed the sum corresponding to one hundred and fifty (150)% of the total amount received by the Service Provider for the relevant Survey that gives rise to a claim.
The Parties acknowledge that the above limitations of liability do not negate the essential obligation of each of the Parties and are consistent with the stakes of the Agreement.
Each Party declares that they have taken out insurance policies with a financially sound insurance company to cover the consequences of their professional civil liability for any damage resulting from the performance of the present Agreement, more generally from their activities. They each commit to maintaining this insurance policy current for the entire duration of the Agreement and will be able to justify it to the other Party upon request.
The Parties mutually agree to undertake all necessary precautions to maintain the confidentiality of sensitive information (of any nature, including commercial, financial, structural, technical, or others) of the Client and the Service Provider. These precautions must be at least equivalent to those taken by each of the Parties to ensure the confidentiality of their own information.
The following are not considered confidential information: (i) information held by a Party that can prove that it had lawfully known it before receiving it from the other Party; (ii) information that has entered the public domain other than through the violation of the confidentiality commitment under the Agreement; and (iii) information that has been communicated by a third party in good faith without the third party demanding a commitment to confidentiality regarding it.
Each Party will communicate the confidential information of the other Party only to those persons involved in the Services and only to the extent necessary for their intervention. They must require their entire staff, regardless of their status, to adhere to the same obligation of secrecy and confidentiality for all the information described above.
However, each Party may communicate this Agreement and related documents to its legal counsel, financial or banking partners, auditors, tax and judicial authorities in case of inspection, provided the Parties comply with the terms of this clause prior to disclosure.
This obligation will be valid for the entire duration of the Agreement and a period of five (5) years after the termination of the Agreement, for any reason. Either Party will return the confidential information or proceed with its final and effective deletion promptly at any time upon the written request of the other Party.
The Agreement may be terminated automatically, without compensation, by either Party in case of a breach of the obligations by the other Party, notified by a formal notice letter. Termination may occur if the breach has not been remedied, where possible, within thirty (30) days following the formal notice.
The obligations incumbent on the Client referred to in this article are as follows:
The obligations incumbent on the Service Provider referred to in this article are as follows:
In the event of early termination of the Agreement, all sums due from the Client under the Quote will be invoiced and will be immediately due, except in case of Service Provider's breach. In any case, sums already paid to the Service Provider are acquired and will not be refunded.
At the end of the Agreement, for any reason, the Client will immediately cease to access and use the Services, which will no longer be available to Users.
The Parties agree that the following provisions survive the termination of the Agreement for any reason: 27 (Guarantees), 20 to 23 (Intellectual Property), 28 (Liability), 30 (Confidentiality), and 34 (Commercial References).
Pursuant to articles L. 221-21 and following of the French Consumer Code, the Client cannot exercise the right of withdrawal once the Services are considered fully executed before the end of the withdrawal period. The signature of the Agreement amounts to an express prior waiver by the Client, with acknowledgment by the Client of the loss of the right of withdrawal.
The Parties do not wish to bear the risks of unforeseen events as defined in Article 1195 of the French Civil Code. Consequently, they will not bear the consequences of such unforeseen events.
The Parties agree that if the performance of the Agreement becomes excessively onerous for one of them due to a change in unforeseeable circumstances at the time of the conclusion of the Agreement, they will meet to negotiate a revision of the Agreement.
These circumstances may be financial, economic, legal, political, technological, environmental or natural. An event beyond the control of the Parties and which cannot be reasonably foreseen is unforeseeable at the time the Agreement is concluded.
If the conditions are met, the most diligent Party may request renegotiation of the terms of the Agreement by registered letter with acknowledgement of receipt to the other Party. The Parties will meet within fifteen (15) working days of the written request.
During these negotiations, each Party will continue to fulfill its contractual obligations.
Should the renegotiation fail, or should no renegotiation take place within the period defined by the Parties, either Party may terminate the Agreement by giving two (2) months' notice. All sums due for what has been performed by the Service Provider shall be payable.
Furthermore, in the event of a significant increase in the costs associated with the performance of the Agreement, the Service Provider has the right to request a revision of the prices of Services not yet performed. The Parties will then, as part of their duty of good faith collaboration, endeavor to reach an agreement on new financial conditions.
In accordance with Article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform its obligation and if this non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the Agreement or fundamentally alter its economic balance.
In this regard, the Service Provider may suspend access to the Platform and the performance of the Services if the Client has not complied with the payment obligations provided in the Agreement, in accordance with Article 19.
This exception of non-performance may also be used preventively, in accordance with the provisions of Article 1220 of the French Civil Code, if it is evident that one of the Parties will not perform its obligations by the deadline, and the consequences of this non- performance are sufficiently serious for the other Party.
This right is used at the risk and expense of the Party initiating it.
The suspension of execution will take effect immediately upon receipt by the presumed defaulting Party of the notice of the intention to apply the preventive exception of non-performance until the presumed defaulting Party performs the obligation for which a future breach is evident, notified by registered letter with acknowledgment of receipt or by any other written, durable medium that provides evidence of the sending.
However, if the impediment were definitive or persisted beyond one month or 30 days from the date of the discovery of the impediment by registered letter, this Agreement would be purely and simply terminated in accordance with the terms defined in Article 32.1.
By derogation from Articles 1221 and 1222 of the French Civil Code, the Parties agree that in case of a breach of either Party's obligations, the Party victim of the default may not request forced performance or have the obligation performed by a third party at the expense of the defaulting Party. The Party victim of the default may, in case of non- performance of any of the obligations incumbent on the other Party, request the termination of the Agreement according to the terms set out in Article 32.1 or request in court that the defaulting Party advances the necessary sums for such execution.
The Parties expressly agree to exclude Article 1223 of the French Civil Code, which allows the Client to accept imperfect performance of the Agreement in return for a proportional price reduction.
The Parties shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described in these terms, results from a force majeure event, as defined in Article 1218 of the French Civil Code.
Force majeure occurs when an event beyond the control of the debtor, which could not have been reasonably foreseen at the time of the Agreement and whose effects cannot be avoided by appropriate measures, prevents the debtor from performing its obligation.
The Parties expressly qualify the following events as force majeure, even if they do not possess all the characteristics defined in Article 1218 of the French Civil Code (non-exhaustive list): the occurrence of an epidemic resulting in the complete or partial suspension of activity, fires, explosions, floods, weather events, earthquakes affecting, in particular, infrastructure such as servers, insufficient electrical power and energy, strikes, riots, wars, acts of terrorism, violent thefts, strikes, social movements, blockades, restrictions, requirements, or prohibitions issued by governmental authorities or any authority, telecommunications blockages.
The Parties agree that force majeure events justify the suspension of their obligations without liability on either side. The Party observing the event must immediately inform the other Party of its inability to perform its obligation and justify it to that Party. The suspension of obligations can, in no case, be a cause of liability for non-performance of the obligation in question, nor does it result in the payment of damages or late penalties.
However, once the cause of the suspension of their reciprocal obligations disappears, the Parties will make every effort to resume the normal performance of their Contractual obligations as quickly as possible. To this end, the prevented Party will notify the other Party of the resumption of its obligation by email.
If the force majeure event were to persist for more than 3 months, either Party could terminate the Agreement without notice by registered letter with acknowledgment of receipt, without this termination being considered wrongful.
Upon the Client's request and subject to the signature of a specific new Quote, the Service Provider may provide any useful advice and assistance to enable the Client or the designated third party to regain control of the Results and Services. The Service Provider may also provide the Client with a copy of the Results or any data generated through the Services, in a specific format, subject to a specific Quote.
Despite the commitment to confidentiality, the Client expressly authorizes the Service Provider to use and/or reproduce the corporate name, trade name, brand, logo, and trademarks of the Client, and if applicable, of the group to which it belongs, as commercial references on any medium, including its website and commercial documents, or on any occasion for marketing, commercial, or advertising purposes.
For any other communication (e.g., case Survey or press release presenting a Survey conducted for a Client), the communication project will be submitted for prior written approval by the Client before dissemination.
These Contractual terms outline various aspects of your business relationship and the responsibilities and obligations of both the Client and the Service Provider, along with provisions for handling issues like breach of Agreement, force majeure, and termination.
Please note that these terms are a legally binding document, and their interpretation and enforceability can depend on your jurisdiction and the specific circumstances of your business relationship. It is advisable to have legal counsel review and, if necessary, customize these terms to ensure they fully meet your needs and comply with applicable laws and regulations.
If you have any specific questions or need legal advice regarding these terms, we recommend consulting with a qualified attorney who can provide guidance tailored to your situation.
The Client agrees not to transfer the Agreement and/or any rights and obligations arising from it to a third party by any means and under any title, except with the prior written consent of the Service Provider, including in the context of a direct or indirect change of control as defined in Article L. 233-3 of the Commercial Code.
Notwithstanding the foregoing, the Service Provider may assign or transfer the Agreement or any rights and obligations arising from it to a subsidiary, or to any separate legal entity, especially in the context of a merger, spin-off, transfer, partial contribution of assets, or a change of direct or indirect control as defined in Article L. 233-3 of the Commercial Code. The Service Provider must inform the Client of this change so that the Client can ask questions. The Client may raise reasonable objections to the assignment of the Agreement only if the assignee is a competitor of the Client or a company with whom the Client has litigation. The Client must provide evidence of these elements.
If the Client does not object, it undertakes to regularize any related document. The transferring party will not be jointly liable with the assignee for the rights and obligations of the assigned or transferred Agreement, especially the payment of amounts due from the date of this notification.
The Service Provider, in the context of the Agreement, guarantees compliance with labor laws. To this end, the Service Provider certifies that it has made the required declarations to social protection organizations and fulfilled the obligations indicated in Articles L. 8221-3 and L. 8221-5 of the Labor Code.
At the signing of the Agreement and every six months upon the Client's request, the Service Provider shall provide the Client with the following:
When the Service Provider employs foreign workers subject to the work authorization requirement mentioned in Article L.5221-2 of the Labor Code, it shall provide a list of named foreign workers subject to the work authorization requirement mentioned in Article L. 5221-2 of the Labor Code, which lists, for each worker, the date of hire, nationality, and the type and serial number of the work authorization title. This list is established from the single employee register.
Except as otherwise provided herein, the failure of a Party to invoke a provision of the Agreement shall not in any way constitute a waiver of the benefit of said clause.
The nullity, unenforceability, or, more generally, the absence of effect of any provision of the Agreement shall not affect the remainder of the Agreement, which shall be executed as if that provision had never existed, provided, however, that this does not compromise the existence or balance of the Agreement and that the provision in question was not a decisive condition for the consent of a Party.
Furthermore, the Parties agree to replace, to the extent possible, any provision lacking effect with a valid provision having the same effect and, as much as possible, reflecting their initial intent.
The Parties acknowledge that they each act for their own account as independent businesses and will not be considered as agents of
one another. This Agreement does not constitute a partnership, franchise, or mandate given by one Party to the other Party.
The Client undertakes not to solicit or hire the Service Provider's employees during the entire term of the Agreement, except with the explicit agreement of the Parties. In case of non-compliance by the Client with this obligation, the Client undertakes to pay the Service Provider a penalty equal to the total amount of twelve (12) months of the last gross salary of the person(s) concerned.
The Agreement is subject to French law. All disputes to which it may arise, or which may be a result or consequence thereof, will be submitted, in the absence of an amicable agreement between the Parties formalized by the signature of a settlement agreement within thirty (30) days following the notification by one of the Parties of the dispute describing the dispute and referencing this provision, to the exclusive jurisdiction of the Commercial Court of Bordeaux.
Data processing Agreement for the Processing of Personal Data of 1) Users and the Platform and 2) Respondents
This annex describes the obligations and commitments of the Service Provider towards the Client for the processing of Personal Data of 1) Users and the Platform and 2) Respondents.
In the course of executing the Agreement, the Service Provider may process the Personal Data of natural persons as a Data processor within the meaning of Data Privacy Regulations. In this regard, the Client acts as the data controller, determining the purposes and means, and entrusts the Service Provider, acting as a Data processor, with the processing of Personal Data.
As the data controller under GDPR, the Client is solely responsible for all obligations incumbent upon it under Data Privacy Regulations. It is the Client's responsibility to ensure the legality of the processing of Data it carries out and to complete all necessary formalities regarding this Data, including informing the data subjects and obtaining their consent. The Client agrees to provide the Service Provider with all information and instructions relating to Data processing to be carried out within the scope of the Agreement. As a data controller, the Client is solely responsible for choosing recipients and the duration of the Data processed by the Service Provider.
As a Data processor within the meaning of Data Privacy Regulations, the Service Provider undertakes to:
Notwithstanding the above, the Service Provider is expressly authorized to generate anonymous statistics derived from Personal Data to enrich its statistical database and use them for any purpose and conditions in the context of its activities.
Personal Data may be transmitted to technical service providers that the Service Provider may use to carry out its activities and optimize the Platform and Services.
The Client expressly authorizes the Service Provider to entrust all or part of the Services to one or more Data processors of its choice, duly selected by it. The Client acknowledges that the Service Provider uses Data processors to enable it to meet certain of its obligations under the terms herein, including the use of a hosting provider and email system. The complete list of further Data processors, as of the date of Agreement signature, is specified in Article 12 of the GTC.
The signing of this document constitutes the Client's express acceptance of Data processors, especially those processing Personal Data as defined herein. In case of modification of this list, the provisions of the GTC relating to Data processing apply.
The Service Provider will remain responsible for any failures of its further Data processors vis-à-vis the Client.
For technical service providers located outside the European Union, the Service Provider will Contractually ensure the presence of appropriate safeguards to ensure that this processing is in compliance with applicable legal and regulatory frameworks.
Under the Agreement, the Service Provider agrees to provide the Client as the data controller with any information necessary to demonstrate compliance with its Data processors obligations under the GDPR. The Service Provider agrees to authorize and cooperate with audits carried out by the Client or any other appointed auditor to the extent of one (1) audit per year, subject to a fifteen (15) working days prior notice and limited to one (1) working day.
Processing of Personal Data of Users and the Platform
The purpose of the Personal Data processing is to entrust the Provider with the provision of the Platform, and the associated support and maintenance.Duration of the ProcessingThe Data is processed for the duration of the Agreement between the Parties and will be kept to ensure reversibility.Nature of the ProcessingCollection or recording of the Data Organization or structuring of the Data Hosting and storing of the Data Extraction or consultation of the Data Adaptation or modification of the Data Use of the DataDeletion or destruction of the DataCommunication of the Data by transmission, dissemination, or any other form of making availableComparison or interconnection of the Data Limitation (Blocking) of the DataPurpose of the processingCreation of User accountsCorrective maintenance & platform assistance Provision of the PlatformManagement of access and usage rights Traceability of the Platform's useCategories DataofPersonalIdentification data (name, first name, professional email) Platform browsing dataCategories DataofSensitiveNameCategories PersonsofAffectedUsersData processorsSee list available online
Processing of Personal Data of Respondents.
Provider's Privacy Policy intended for the Client's employees and representatives
This privacy policy is intended for anyone affiliated with the Client and whose Personal Data is processed by the Provider in the context of establishing the Contractual relationship between the Parties. The Provider acts as a data controller.
The Provider processes the name, email address, phone number, and any other personal data ("Professional Contact Data") of the Client's employees and agents involved in the Agreement (“Professional Contact(s)”). The Provider processes this Professional Contact Data as a data controller for the following purposes and legal bases:
The Provider may share Professional Contact Data with its employees or agents, as well as with its affiliated companies, where applicable, all of whom are duly authorized to process this Professional Contact Data. The Provider may also provide Professional Contact Data to Data processors, if necessary, and to the competent authorities under a legal, judicial, or regulatory request.
In the event of a transfer of Professional Contact Data outside the European Union to a country that is not recognized as offering an adequate level of protection by the European Commission, the Provider will implement appropriate safeguards to ensure that this processing complies with the applicable legal and regulatory framework.
The Provider guarantees that its own Professional Contact Data has been and will be obtained and/or disclosed in accordance with the requirements of the applicable data protection regulations.
The Provider also commits to using and processing the Client's Professional Contact Data in compliance with this regulation. Therefore, the Provider commits to (i) implementing technical and organizational measures to ensure the protection of these Professional Contact Data against any unauthorized access, as well as against any breach, loss, unauthorized disclosure, or accidental destruction, and (ii) notifying the Client, as soon as possible, if any of these scenarios occur.
The Provider will retain Professional Contact Data for a period not exceeding that required for the purposes for which the personal data is processed, to which an extension of duration may be applied.
Professional Contacts may benefit from rights granted by the applicable data protection regulation, such as the right of access, rectification, erasure, limitation of processing, and opposition to processing. To exercise any of these rights, they can send an email to the data protection department at the Provider at dpo@Discurv.com.
In the event that the Provider does not respond to the Professional Contact's request, the latter may contact the competent supervisory authority.
