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Terms and conditions of sale

LOCKSELF is a société par actions simplifiée (simplified joint stock company), registered with the R.C.S de Nanterre under number 800 034 043, whose registered office is located at 22 avenue chevreul, 92600 Asnières-sur-seine, France, represented by its Chairman (hereinafter referred to as "LOCKSELF").

The CLIENT and LOCKSELF are hereinafter referred to together as the "Parties".

LOCKSELF is a dynamic company operating in the world of new technologies and offering cybersecurity and hosting services to companies and individuals. LOCKSELF publishes LockSelf software and its LockPass, LockTransfer and LockFiles products.

Following the demonstrations, information and advice provided by LOCKSELF and exchanges between the Parties, the CUSTOMER, acting as a professional, declares that it has received all the information it required and has expressed its wish to benefit from the standard Services developed by LOCKSELF which will be accessible in SaaS or on-premises mode and which are governed by these General Terms and Conditions of Sale (hereinafter the "GTCS").

The CLIENT declares that it has read and accepts the rights and obligations pertaining to the Services. Any use of / subscription to the Services is governed by the present GTS.

Article 1. DEFINITIONS

In these GCS, the following terms shall have the following meanings, whether used in the singular or plural:

- Subscription: refers to the price to be paid by the CLIENT for the Services.

- Assistance: refers to any assistance in the use of the Services provided by LOCKSELF to the CLIENT by means of the user guide and training provided to service managers if required.

- CLIENT: refers to the legal entity designated above that wishes to use the Services.

- Data: refers to the CLIENT's information processed by the Services at the CLIENT's request.

- Third-Party Suppliers: refers to any supplier who participates in the provision of the Services or who provides the means and tools necessary for the use of the Services.

- Confidential Information: refers to trade secrets, financial conditions, LOCKSELF inventions and documents related to the Services, transmitted between them within the framework of this Contract and its execution, as well as LOCKSELF's methods and know-how and all information transmitted and belonging to the Customer.

- Services: refers to assistance in managing the security of the CUSTOMER's Data provided through modules chosen by the CUSTOMER such as LockPass, LockTransfer, LockFiles, provided by LOCKSELF as part of this Contract.

- User: refers to the natural persons employed by the CUSTOMER and authorized by the CUSTOMER, under its responsibility, to connect to the Solution and use the Services as part of its duties and for whom the CUSTOMER has subscribed to a Subscription and provided a user ID and password under the conditions defined in the Contract. It is specified that each named User must be the subject of a Subscription.

- LOCKSELF: Refers to LOCKSELF SAS, publisher of the LockSelf software available as SaaS or On-Premises.

Article 2. PURPOSE

The purpose of these GCS is to define the conditions under which LOCKSELF allows the CLIENT, as part of an obligation of means, to use the Services and in return for payment by the CLIENT of the relevant Subscription.

Article 3. ACCEPTANCE - MODIFICATION OF THE CGV

The CLIENT has had the opportunity to formulate reservations or observations concerning these GTS. Subscription to the Services implies full and complete acceptance of these GTC, which the CLIENT acknowledges having read, understood and accepted.

Any additional requests for Services or any other services provided by LOCKSELF will be the subject of special conditions signed between the Parties and subject to the present Contract.

Article 4. USE OF SERVICES

4.1 Information and documents

The CUSTOMER undertakes to provide LOCKSELF with information useful for the performance of the Services, within a timeframe and at a frequency consistent with LOCKSELF's obligations. LOCKSELF shall not be liable for any loss, damage, non-conformity or deficiency resulting from information or documents not provided by the CLIENT or which are incomplete or erroneous.

4.2. Access to and use of the Services

i. Login and password

- The CLIENT's access to the Services is by means of an identifier and an access code, under the CLIENT's responsibility.

- The identifiers are intended to restrict access to the Services to the CLIENT and its Users, and to protect the integrity and availability of the Services, as well as the integrity, availability and confidentiality of the CLIENT's Data.

- They are personal and confidential. The CLIENT undertakes to implement a password management policy, and in particular to create and modify passwords in compliance with best practice, such as complex passwords with more than 8 characters, regular changes and strict confidentiality to ensure the security of access to the Services.

- The CUSTOMER will take all necessary measures to ensure that only Users authorized by the CUSTOMER to use the Services have access to the information required to access and use the Services, and will inform LOCKSELF in writing without delay in the event of unauthorized access or use of the Services. LOCKSELF shall in no way be held responsible for the unauthorized use or usurpation of the CLIENT's or Users' identifiers.


ii. Use of the Services

The CLIENT accesses the Services via the Internet, and in particular via a browser which it installs and uses under its sole responsibility. The use of the Internet is the responsibility of the CLIENT, who expressly acknowledges that no technology can guarantee absolute security.

In particular, the CLIENT undertakes to:

- Use the Services solely for his or her own benefit and comply with this Agreement.

- To behave responsibly and in particular not to sell, resell, grant access or sub-access, distribute, make available, rent or lease all or part of the Services.

- To act in a manner consistent with the intended purpose of the Services; and to refrain from disrupting the integrity, performance and, more generally, the qualities of the Services; in this respect, the CLIENT shall in particular refrain from uploading any item containing software viruses or other computer codes, files or programs designed to interrupt, destroy or limit the functionality of the Services, in whole or in part.

In the event that the CLIENT or one or more User(s) fails to comply with all or part of the foregoing stipulations or uses the Services in a manner that does not comply with this Agreement, and which, in LOCKSELF's judgment, constitutes a threat to the security, integrity, availability or quality of its Services, LOCKSELF may, at its discretion, immediately suspend the CLIENT's Services.

4.3. Resources

The CUSTOMER undertakes to allocate and maintain, in all cases and for as long as necessary, the necessary hardware, software and human resources in terms of capacity, skills and numbers, with a view to setting up and using the Services. The CUSTOMER is solely responsible for the means and resources enabling Users to access the Services and is hereby informed that, in order to take full advantage of the Services, LOCKSELF recommends that the CUSTOMER subscribe to one or more of the training sessions provided by LOCKSELF in order to train Users in the use of the Solution.

4.4. Use of third parties

The CLIENT is solely responsible for the Third-Party Suppliers it uses on its behalf, as well as the quality of their services and work. It is understood that LOCKSELF cannot be held responsible for the consequences of third-party acts, in particular the failure of Third-Party Suppliers under the Customer's responsibility. This applies in particular to the Internet access provider, for example.

4.5. Information system management

The CLIENT is solely responsible for the management of its information system and the consequences of this management on the operation and use of the Services and the results of said Services.

4.6 Hosting

When using the Services for standard (public cloud) or premium (private cloud) offers, the Customer wishes to benefit from the services of the companies 3DS Outscale and Scaleway, for which the Service Provider is a reseller.

Article 5. ENTRY INTO FORCE - DURATION

The Contract comes into force and takes effect on the day of subscription to the Services. Unless otherwise stipulated in the special conditions, it is subscribed for a period of twelve (12) months. LOCKSELF undertakes to delete the CUSTOMER's data and backups as soon as the contract is terminated.

Article 6. COLLABORATION

The Parties undertake to be responsive and to cooperate effectively with each other in the performance of the Contract. To this end, the Parties undertake in particular to :

- To allocate and maintain, for as long as necessary, the necessary resources, in terms of skills and numbers, for the implementation of the Services.

- To use their best efforts to enable the Services to ensure the security of the Data used in the context of the Services.

- To ensure the security of its information system.

The Customer undertakes to provide LOCKSELF, at LOCKSELF's request, with the information required to enable LOCKSELF to provide the CLIENT with the Services under the terms of the Contract. LOCKSELF shall not be liable for any loss, damage, non-conformity or deficiency resulting from information or documents not provided by the CLIENT or which are incomplete or erroneous.

Article 7. FINANCIAL CONDITIONS

7.1. Prices

The prices agreed between the Parties in consideration for the performance of the Services are specified in the Special Conditions.

The prices agreed between the Parties :

- Are defined exclusive of tax and increased by the taxes in force at the time of invoicing in accordance with the tax provisions in force, in particular with regard to VAT.

- If it appears to LOCKSELF that the CLIENT has made use of the Services in a manner different from that subscribed to under the special conditions, LOCKSELF will invoice the CLIENT for the applicable additional Subscription fee, which will be calculated as indicated in the special conditions.

- Cover only the CLIENT's access rights to the Services and therefore do not include travel and accommodation expenses or the performance of additional services.

7.2. Billing and payment terms

Invoicing and payment terms and conditions are specified in the Special Terms and Conditions. Payment may be made by SEPA bank transfer or by credit card, as specified in the special terms and conditions.

In the event of late payment of an invoice by the CLIENT, or in the event of non-performance of the CLIENT's obligations under the Contract:

- Which is not remedied within thirty (30) calendar days from the payment deadline and following at least two reminders by email, LOCKSELF shall be entitled to limit, suspend or even interrupt the CLIENT's access to the Services, this limitation being able to go as far as the total interruption of the Services until full payment of the invoice in question or the CLIENT's fulfilment of its obligations (hereinafter the "Unpaid Period").

- LOCKSELF shall be entitled to delete the CLIENT's data once this period has elapsed. The deletion of data will be notified by email at least 15 days before the planned date of deletion.

- LOCKSELF shall be entitled to claim interest from the CLIENT for late payment at a rate set at three (3) times the legal interest rate. This late payment penalty is due on the day following the due date for said payment and may be invoiced by LOCKSELF at its discretion, without prior formality.

- The CUSTOMER shall pay LOCKSELF a legal fixed indemnity for collection costs, in the amount of forty (40) euros per invoice, as well as the reimbursement of any collection costs upon presentation of proof, without prejudice to any damages to which LOCKSELF may be entitled.

- Payment of all sums owed by the CLIENT shall be due immediately, without prejudice to any damages to which LOCKSELF may be entitled.

7.3. Economic balance of the Contract

In the event that one or more events beyond the control of the Party suffering the imbalance should occur and affect the conditions of performance of the Contract, in particular by increasing the cost of all or part of the Services (hereinafter the "Modification of the Contract Balance"), the Parties shall meet to adjust in good faith and by mutual agreement the financial and/or technical terms and conditions so as to fairly reflect the real effect of these events on the Contract.

Failing agreement on these new conditions, the Party suffering the imbalance may terminate, ipso jure, all or part of the Contract without penalty or other financial compensation. Such termination shall take place within three (3) months of the sending by the requesting Party of a registered letter with acknowledgement of receipt informing the other Party of its wish to terminate all or part of the Contract due to a Modification of the Contract Balance.

Article 7.4 - Price indexation

The Subscription price for each renewal period may be indexed annually in accordance with the indexation formula below, based on the SYNTEC index published by the Syntec Federation.

  • price = P0 x ( index 1 / index 2 )

Where

  • price : revised price.

  • P0 : original price or, where applicable, the last revised price.

  • index 1: Syntec index at the time of revision.

  • index 2 : Syntec index at the date of the previous revision.

Price increases resulting from indexation will apply at each Contract renewal date and may be reflected on the following invoice. Should the SYNTEC index cease to be published, it will be replaced by a similar index, ensuring continuity of indexation.

Article 8. SERVICE LEVELS


This clause is not applicable in the case of ON PREMISES hosting.

LOCKSELF undertakes within the framework of an obligation of result to ensure the availability of Services in accordance with the following service levels (hereinafter "Service Level Agreement" or "SLA"):

- The service will be accessible 24/7 99.8% of the time.

- In the event of incidents or bug reports by the Customer, LockSelf undertakes to intervene within a maximum of four (4) working hours and to provide a patch or workaround as soon as possible.

- Makedaily backups of the application database and ensure their outsourcing.


The following cases, for which LOCKSELF cannot be held responsible, are not included in the SLAs

- Preventive or evolutionary maintenance operations

- Incidents due to elements or acts of the customer or third parties, such as the Internet or electrical network.

LOCKSELF will deal with any incident causing non-compliance with the SLA that is exclusively attributable to it, and will correct it or implement a workaround solution if the incident is reproducible, provided that this handling requires reasonable means.

The CLIENT is informed that its information system and, in particular, the Internet browser have an influence on the SLA and acknowledges that LOCKSELF's interventions require, from time to time, an interruption of the Services.


For the application of penalties, the CUSTOMER undertakes to send LOCKSELF a registered letter with acknowledgement of receipt stipulating the nature of the breaches in question as well as the amount of the penalties claimed by applying the formula set out below within one (1) month of the failure to comply with the SLA.

The amount of this penalty is calculated as follows:

- 10% of the amount of the last annual invoice paid by the Customer, as soon as the service level commitments are not respected between the 1st and last day of each month.

It is specified that :

- The total amount of penalties is capped, for all causes combined, at 60% of the last annual invoice paid by the Customer during which penalties for non-compliance with SLAs were applied.

- All penalties paid by LOCKSELF under the Contract will be deducted from the amount of any damages and interest claimed by the Customer.

- LOCKSELF cannot be held responsible for delays or failure to meet SLAs due, in particular, to an element, fact or action of the Customer or a third party, to a case of force majeure or any other event beyond LOCKSELF's control.

- Only one penalty per month may be requested by the Customer from LOCKSELF and is capped at 10% even in the case of several non-compliances during a month.

Article 9. LIABILITY


In the performance of this Contract, LOCKSELF is expressly subject to a reinforced obligation of means.

LOCKSELF may only be held liable, on any grounds whatsoever, for direct damage suffered by the CLIENT as a result of a contractual fault exclusively attributable to LOCKSELF and demonstrated by the CLIENT within the limits set out below.

In the event of a fault partially attributable to LOCKSELF and demonstrated by the CLIENT, LOCKSELF shall be liable up to the amount of this share of responsibility within the limits provided hereinafter.

The Services are used under the sole direction, control and responsibility of the CLIENT. The CLIENT is responsible for the remainder of the Contract by the Users. LOCKSELF makes its best efforts to implement reasonable technical and organizational measures to secure the personal data processed in the Services, in accordance with applicable law on the protection of personal data and more generally to enable the Services to secure the data they process.

LOCKSELF may not be held liable for indirect damage such as loss of clientele or sales, nor in the event of :

- Failure of telecommunication operators, particularly in the event of failure of the CLIENT's GSM or Wifi network.

- Any abnormal or non-compliant use of the Services by the CLIENT

- Any use of the Services for illegal purposes

- Defects in the CLIENT's computer system

- Any service performed for the CLIENT by a third party or subcontractor.

Finally, LOCKSELF shall not be held liable in the event of non-performance or delay in performance of any obligation arising from the Contract, if such non-performance or delay results from a case of force majeure or any event beyond LOCKSELF's control.

The Parties agree that, in any event, LOCKSELF's liability, for all damages suffered, all causes, all events, all Purchase Orders and all Users combined, shall be capped at 60% of the amount of LOCKSELF's invoices paid by the CLIENT to LOCKSELF under this Contract during the year preceding the occurrence of the event giving rise to liability.

The parties acknowledge that the agreed prices reflect the allocation of risk and the resulting limitation of liability. They also acknowledge that the amount of the ceiling negotiated and accepted between them under the terms of the present article is not derisory and does not contradict the scope of the obligation, however essential, entered into by LOCKSELF.

Article 10. SUPPORT

As part of the CLIENT's use of the Services, LOCKSELF provides all users with user support documentation, available at https://support.lockself.com/.

To enable the CUSTOMER to report any malfunctions in the Services, LOCKSELF has set up a dedicated channel accessible via an Internet browser at https://support.lockself.com/hc/fr/requests/new.

The users in charge of project management, defined by mutual agreement between LOCKSELF and the CUSTOMER, are the only users authorized to report any malfunctions via this channel.

Use of the https://support.lockself.com/hc/fr/requests/newchannel is conditional on users having the latest version of the API and applications available.

Article 11. WARRANTIES


The CUSTOMER warrants (i) that it holds all rights and authorizations necessary to enable LOCKSELF to perform its obligations under this Contract, in particular with respect to the Data (ii) LOCKSELF against any proceedings, action or demand by any User or third party in connection with the performance of this Contract, and in particular with respect to the Data used in the context of the Services.

LOCKSELF guarantees (i) that it holds all the rights and authorizations necessary to perform its obligations under the present Contract, (ii) the CLIENT against any proceedings, action or demand by any third party in connection with the performance of the present Contract, and in particular related to the infringement of third party intellectual property rights, (iii) the security of the Services under normal conditions of use by the Customer.

LOCKSELF undertakes to notify the CLIENT within a maximum of four (4) hours of any fact or incident compromising the security of the Services.

LOCKSELF excludes all implicit warranties, including warranties of merchantability or fitness of the Services for a specific purpose, to the extent permitted by applicable law.

Without limiting the generality of the foregoing, LOCKSELF does not represent or warrant that use of the Services will meet the CLIENT's specific requirements or that such use will be uninterrupted, diligent, secure or error-free in accordance with the terms of this Agreement.

Article 12. PERSONAL DATA

The Parties agree to comply respectively with the regulations relating to personal data, and in particular with law no. 78-17 of January 6, 1978 relating to information technology, files and civil liberties, and with any applicable European regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council, and all recommendations, deliberations and other standards issued by the Commission Nationale de l'Informatique et Libertés (hereinafter the "Information Technology and Civil Liberties Regulations").

The CLIENT guarantees that it will not process, within the framework of the Services, any sensitive data within the meaning of the law and that it alone determines the purposes and means of the processing of personal data concerning the Data as defined in the general conditions of use ("GCU").

Although LOCKSELF provides the security and confidentiality measures presented in the Contract for the Data, the Customer remains responsible for the processing and must therefore ensure compliance with the security measures proposed by LOCKSELF.

Article 13. TERMINATION


In the event of a sufficiently serious breach by either Party of any of its obligations under this Agreement, the other Party may, by registered letter with acknowledgement of receipt, give the defaulting Party formal notice to remedy the breach within a period of thirty (30) days.

If, at the end of this period, the breach has not been remedied or no plan of action has been provided, the Party suffering the breach may terminate the present Contract ipso jure, by registered letter with acknowledgement of receipt sent to the defaulting Party, without prejudice to any damages to which the injured Party may be entitled.

Article 14. CONFIDENTIALITY

For the entire duration of the Contract and for five (5) years following its termination, each Party undertakes to respect the confidential nature of the Confidential Information and not to reveal it or make it available to third parties, with the exception of any chartered accountant, lawyer or any other third party who needs to know it for the proper running of LOCKSELF's business, without having obtained the prior written agreement of the other Party, unless ordered to do so by a court or any other administrative authority.

In addition, the parties undertake to take the necessary measures to ensure, under their own responsibility, that their confidentiality obligations are respected by all their employees and by any other person who may have access to the information processed within the framework of the performance of the contract.

The Parties shall not be bound by the aforementioned obligation of confidentiality if, on the day of disclosure of the confidential information in question, it had already fallen into the public domain, or if the confidential information in question was developed by the other Party or obtained independently, without breach of the aforementioned obligation of confidentiality, or if the information was legally accessible to third parties not bound by an obligation of confidentiality.

Article 15. MISCELLANEOUS PROVISIONS

15.1 Force majeure

In the event of force majeure or any other cause beyond the foresight and control of one of the Parties and likely to prevent it from performing its contractual obligations under the conditions set out in article 1218 of the French Civil Code, the Party prevented from doing so must inform the other Party by all available means as soon as possible, with confirmation by registered letter with acknowledgement of receipt. The obligations of the Parties will be suspended for the duration of the force majeure, and the Parties will make every effort to limit the duration and effects of the cause of the force majeure.

However, in the event that the suspension of obligations under the Contract should prove to be for a period in excess of one (1) month, each Party shall be entitled to terminate the Contract ipso jure, by registered letter with acknowledgement of receipt. In this case, termination will take effect fifteen (15) days after receipt of said letter.

15.2. Non-waiver

The fact that one or other of the Parties, on one or more occasions, does not avail itself of one or more provisions of the Contract does not imply waiver by that Party of its right to avail itself of such provision(s) at a later date.

15.3. Independence

LOCKSELF is an independent professional and not an employee of the CLIENT. The Contract does not entail any relationship of subordination or joint venture between the Parties.

15.4. Subcontracting

Within the framework of this Contract, LOCKSELF reserves the right to subcontract all or part of the Services to any service provider of its choice, which the CLIENT accepts. LOCKSELF undertakes to provide the CLIENT with a list of subcontracting service providers and to keep the CLIENT informed of any changes in service providers.

15.5. Commercial references

The CUSTOMER authorizes LOCKSELF, during the contractual relationship, to use its company name and trademarks as a commercial reference, as well as a general description of the services provided to the CUSTOMER by LOCKSELF in its marketing and commercial presentations, customer files, press releases, websites and other promotional media.

15.6 Headings

The headings of the various articles of the Contract have been adopted for convenience only and shall not in any way influence or affect the meaning or content of any term, provision, undertaking or condition thereof.

15.7. Partial disability

If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations shall retain all their force and scope.

15.8. Survival

It is agreed that, in the event of expiry or termination of the Contract, for any reason whatsoever, any clause, which by its nature must survive the termination of the Contract, as well as the stipulations set out in the "Miscellaneous Provisions", "Confidentiality", "Liability" and "Personal Data" articles, shall remain in force.

15.9. Transfer of contract

The Contract may not be assigned or transferred in whole or in part, whether in return for payment or free of charge, by the CUSTOMER without the prior written consent of LOCKSELF, which consent may not be withheld without a legitimate reason. LOCKSELF, for its part, is authorized to assign or transfer the Contract, in whole or in part, for any reason and in any form whatsoever, to any third party. It is understood that in this case, the assignee undertakes to assume all the obligations incumbent on LOCKSELF under the present Contract and will thus ensure continued compliance with the Contract.

15.10. Amicable settlement

In the event of any dispute, difference or claim arising out of or relating to the Contract (and in particular any dispute concerning the validity, interpretation, breach or termination of the Contract) (hereinafter the "Dispute"), the Parties shall attempt, before submitting such Dispute to the jurisdiction referred to in the article "Applicable law and territorial jurisdiction", to find an amicable solution to their Dispute.

Firstly, one of the Parties will send the other Party a request for a conciliation meeting by registered letter with acknowledgement of receipt (hereinafter the "Conciliation Notice"). If an agreement is reached within thirty (30) days of receipt of the Notification of Conciliation, it shall be formalized in writing and signed by the Parties. Such written and signed agreement will be considered as an amendment to the Contract.

Failing an amicable solution within thirty (30) days of receipt of the Notification of Conciliation, the Dispute will be submitted by one of the Parties to mediation at the Centre de Médiation et d'Arbitrage de Paris (CMAP - 39, avenue F. D. Roosevelt - 75008 PARIS) in accordance with its mediation rules to which the Parties declare that they adhere. Unless otherwise agreed by the Parties, the duration of the CMAP mediation will be set at a maximum of two months. The Parties will share the cost of the CMAP mediation procedure equally. However, each Party will pay its own lawyers' fees and expenses.

At the end of the CMAP mediation procedure, if the Parties have not reached an agreement to resolve the Dispute, they will regain their freedom of action.

15.11. Applicable law and territorial jurisdiction

The Contract is governed by French law.

In the event of any dispute relating to the Contract, and in particular to its validity, performance or interpretation, the Parties shall endeavor to settle their dispute amicably under the conditions set out in the "Amicable settlement" article above. In the event of failure to reach an amicable settlement within the time limit stipulated in the said article, jurisdiction is expressly assigned to the Paris Commercial Court (unless exclusive jurisdiction is granted to a different court), notwithstanding plurality of defendants or the introduction of third parties, even for emergency proceedings or protective proceedings in summary proceedings or by petition.