GENERAL TERMS AND CONDITIONS OF SALE
LOCKSELF is a simplified joint-stock company (société par actions simplifiée – SAS), registered with the Nanterre Trade and Companies Register (R.C.S.) under number 800 034 043, whose registered office is located at 120 rue Jean Jaurès, 92300 Levallois-Perret, France, duly represented by its President (hereinafter “LOCKSELF”).
The CLIENT and LOCKSELF are hereinafter jointly referred to as the “Parties”.
LOCKSELF operates in the field of new technologies and offers services relating to cybersecurity as well as hosting services for businesses and individuals. LOCKSELF publishes the LockSelf software and its LockPass, LockTransfer and LockFiles products.
Following the demonstrations from which it may have benefited, the information and advice provided by LOCKSELF and the discussions between the Parties, the CLIENT, acting as a professional, declares that it has received all information it wished to obtain and has expressed its wish to benefit from the standard Services developed by LOCKSELF, which are available in SaaS mode or on-premises, and which are governed by these General Terms and Conditions of Sale (hereinafter the “GTC” or the “Agreement”).
The CLIENT acknowledges having read these GTC and accepting the rights and obligations relating to the Services. Any use of / subscription to the Services is governed by these GTC.
The Specific Terms provided as an appendix set out in particular the description of the subscribed Services, the price and, where applicable, specific conditions. In the event of any inconsistency, the Specific Terms shall prevail over the GTC.
Article 1. DEFINITIONS
In these GTC, the following terms shall have the meaning set out below, whether used in the singular or plural:
Subscription Fee: the price payable by the CLIENT in consideration for the Services.
Assistance: any assistance services relating to the use of the Services provided by LOCKSELF to the CLIENT through the user guide and, where necessary, training provided to the relevant service managers.
CLIENT: the legal entity identified above that wishes to use the Services.
Data: the CLIENT’s information processed by the Services at the CLIENT’s request.
Third-Party Providers: any provider participating in the provision of the Services or providing resources and tools necessary for the use of the Services.
Confidential Information: regardless of the medium and means of transmission, trade secrets, financial terms, LOCKSELF’s inventions and documents relating to the Services, exchanged between the Parties in connection with this Agreement and its performance, as well as LOCKSELF’s methods and know-how, as well as all information disclosed by and belonging to the CLIENT.
Services: assistance with managing the security of the CLIENT’s Data provided through the modules chosen by the CLIENT, such as LockPass, LockTransfer and LockFiles, supplied by LOCKSELF under this Agreement.
User: the CLIENT’s employees (natural persons) authorised by the CLIENT, under its responsibility, to access the Solution and use the Services in the course of their duties, for whom the CLIENT has subscribed to a Subscription and has provided a user ID and password under the conditions set out in the Agreement. It is specified that each named User must be covered by a Subscription.
LOCKSELF: LOCKSELF SAS, publisher of the LockSelf software, available in SaaS mode or on-premises.
Agreement: the entire contractual framework binding the Parties, consisting of these GTC and the Specific Terms provided as an appendix, as well as any appendix or document expressly incorporated by reference.
Article 2. PURPOSE
The purpose of these GTC is to define the terms and conditions under which LOCKSELF enables the CLIENT, under an obligation of means (best-efforts obligation), to use the Services, in consideration for the payment by the CLIENT of the applicable Subscription Fee.
Article 3. ACCEPTANCE – AMENDMENT OF THE GTC
The CLIENT has had the opportunity to make reservations or comments regarding these GTC. Subscription to the Services entails full and unconditional 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 shall be governed by specific terms appended to and signed by the Parties and shall be subject to this Agreement.
The Specific Terms are provided as an appendix to these GTC and form an integral part hereof. In the event of any inconsistency, the Specific Terms shall prevail over the GTC.
Article 4. USE OF SERVICES
4.1 Information and documents
The CLIENT undertakes to provide LOCKSELF with the information useful for the performance of the Services, within timeframes and at a frequency consistent with LOCKSELF’s obligations. LOCKSELF shall not be liable for any losses, damages, non-compliance or deficiencies resulting from information or documents not provided by the CLIENT, or provided incompletely or inaccurately.
4.2. Access to and use of the Services
(i) Usernames and passwords
The CLIENT’s access to the Services is provided through a username and access code, under the CLIENT’s responsibility.
Usernames are intended to reserve access to the Services to the CLIENT and its Users, to protect the integrity and availability of the Services, and to protect the integrity, availability and confidentiality of the CLIENT’s Data.
Usernames are personal and confidential. The CLIENT undertakes to implement a password-management policy, including password creation and change, at least in line with good industry practice, such as complex passwords with more than 8 characters, regular changes and strict confidentiality, in order to ensure secure access to the Services.
The CLIENT shall take all necessary measures to ensure that only the Users it has authorised to use the Services have the information enabling access to and use of the Services, and shall notify LOCKSELF without delay and in writing in the event of any unauthorised access to or use of the Services. LOCKSELF shall in no event be liable for any unauthorised use or impersonation involving the CLIENT’s or Users’ usernames.
(ii) Use of the Services
The CLIENT accesses the Services through the internet, in particular via a browser that it installs and uses under its sole responsibility. Use of the internet is under the CLIENT’s responsibility, and the CLIENT expressly acknowledges that no technology can guarantee absolute security.
In particular, the CLIENT undertakes:
to use the Services solely for its own benefit and to 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, or otherwise transfer all or part of the Services;
to act in accordance with the intended purpose of the Services and not to disrupt the integrity, performance and, more generally, the quality of the Services; in this respect, the CLIENT notably undertakes not to upload any element containing software viruses or other code, files or computer programs designed to interrupt, destroy or limit the functionality of the Services, in whole or in part.
If the CLIENT or one or more User(s) fail(s) to comply with all or part of the foregoing provisions, or uses the Services in a manner not compliant with this Agreement and which, in LOCKSELF’s assessment, constitutes a threat to the security, integrity, availability or quality of its Services, LOCKSELF may, at its sole discretion, immediately suspend the CLIENT’s Services.
4.3. Resources
The CLIENT undertakes to allocate and maintain, in all circumstances and for as long as necessary, the hardware, software and human resources necessary, in terms of capacity, skills and number, to implement and use the Services. The CLIENT is solely responsible for the means and resources enabling Users to access the Services and is informed that, to make best use of the Services, LOCKSELF recommends that the CLIENT subscribe to one or more 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 Providers it uses on its side, and for the quality of their services and work. It is understood that LOCKSELF shall not be liable for the consequences of third-party acts, including failures by Third-Party Providers under the CLIENT’s responsibility. This applies in particular to the CLIENT’s internet access provider, for example.
4.5. Management of the information system
The CLIENT is reminded that it is solely responsible for the management of its information system and for the consequences of such management on the operation and use of the Services and on the results produced by the Services.
4.6 Hosting
In connection with the use of the Services for the standard (public cloud) or premium (private cloud) offerings, LOCKSELF provides the Services relying in particular on the infrastructure of 3DS Outscale and Scaleway, whose solutions LOCKSELF resells.
Article 5. EFFECTIVE DATE – TERM
The Agreement shall enter into force and take effect as of the date of subscription to the Services. Unless otherwise provided in the Specific Terms, it is entered into for a period of twelve (12) months.
Upon expiry of the Agreement, LOCKSELF shall apply the data reversibility and deletion provisions set out in Article 12 bis.
Article 6. COOPERATION
The Parties undertake to be responsive and to cooperate effectively in performing the Agreement. To this end, the Parties undertake in particular:
to allocate and maintain, for as long as necessary, the resources required, in skills and number, to implement the Services;
to use their best efforts to enable the Services to ensure the security of the Data used in connection with the Services;
to ensure the security of their own information system (for the CLIENT).
At LOCKSELF’s request, the CLIENT undertakes to provide the information useful to enable LOCKSELF to make the Services available to the CLIENT under the conditions of the Agreement. LOCKSELF shall not be liable for any losses, damages, non-compliance or deficiencies resulting from information or documents not provided by the CLIENT, or provided incompletely or inaccurately.
Article 7. FINANCIAL TERMS
7.1. Price
The prices agreed between the Parties in consideration for the performance of the Services are specified in the Specific Terms.
The agreed prices:
- are stated exclusive of taxes and shall be increased by any taxes in force at the time of invoicing in accordance with applicable tax provisions, including VAT;
- if LOCKSELF determines that the CLIENT has used the Services in a manner different from what was subscribed under the Specific Terms, LOCKSELF shall invoice the CLIENT for the applicable additional Subscription Fee, calculated as set out in the Specific Terms;
- cover only the CLIENT’s access rights to the Services and do not include, in particular, travel and accommodation expenses or the performance of additional services.
7.2. Invoicing and payment terms
In the event of late payment of an invoice on its due date, LOCKSELF shall inform the CLIENT by any written means.
From that notification, the CLIENT shall have thirty (30) days to:
either pay in full the sums due,
or, if it does not wish to continue the Agreement, retrieve all of its non-personal Data via the functionalities available in the application, under its responsibility.
If payment is not regularised at the end of this thirty (30) day period, LOCKSELF may, after at least two reminders by email:
limit or suspend the CLIENT’s access to the Services, which suspension may extend to total interruption of the Services (the “Non-Payment Period”),
and then notify the CLIENT of the forthcoming deletion of its Data.
Deletion of the Data shall occur no earlier than fifteen (15) days after sending such notice, unless the situation is fully regularised.
The CLIENT is expressly informed that it is its responsibility, during the thirty (30) day period following the first late payment, to perform any export or backup operation for the Data it wishes to retain.
In the event of late payment, LOCKSELF shall be entitled to claim:
late-payment interest at a rate equal to three (3) times the legal interest rate, automatically due,
a statutory fixed recovery charge of forty (40) euros per invoice,
and reimbursement of any recovery costs upon supporting documentation,
without prejudice to any damages that LOCKSELF may claim.
Payment of all sums due by the CLIENT shall become immediately due in the event of termination of the Agreement for non-payment.
7.3. Economic balance of the Agreement
If one or more events beyond the control of the Party suffering the imbalance occur and affect the conditions for performance of the Agreement, by increasing in particular the cost of all or part of the Services (the “Change in the Economic Balance of the Agreement”), the Parties shall meet in order to adjust, in good faith and by mutual agreement, the financial and/or technical arrangements so as to fairly reflect the actual effect of such events on the Agreement.
Failing agreement on such new conditions, the Party suffering the imbalance may terminate, as of right, all or part of the Agreement without penalties or other financial compensation. Such termination shall take effect within three (3) months from 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 Agreement due to a Change in the Economic Balance of the Agreement.
Article 7.4 - Price indexation
The amount of the Subscription Fee for each renewal period may be subject to annual indexation in accordance with the formula below, based on the SYNTEC index published by the Syntec Federation.
price = P0 × ( 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 shall apply on each renewal date of the Agreement and may be reflected on the next invoice. If the SYNTEC index ceases to be published, it shall be replaced by a similar index ensuring continuity of indexation.
Article 8. SERVICE LEVELS
This clause does not apply where the Services are hosted on-premises.
LOCKSELF undertakes, under an obligation of result (service performance commitment), to ensure the availability of the Services in accordance with the following service levels (the “Service Level Agreement” or “SLA”):
The service shall be accessible 24/7 for 99.8% of the time.
In the event of incidents or bug reports by the CLIENT, LOCKSELF undertakes to intervene within a maximum of four (4) business hours and to provide a fix or workaround as soon as possible.
Perform daily backups and ensure they are stored off-site.
The following cases, for which LOCKSELF cannot be held responsible, shall be excluded from SLA calculations:
Preventive or evolutionary maintenance operations;
Incidents due to elements or acts of the CLIENT or third parties, for example the internet or electricity network.
LOCKSELF shall handle any incident causing non-compliance with the SLA that is exclusively attributable to LOCKSELF and shall remedy it, or implement a workaround, if such incident is reproducible, provided that such handling requires reasonable means.
The CLIENT is informed that its information system and, in particular, its internet browser have an impact on the SLA and acknowledges that LOCKSELF’s interventions may, from time to time, require an interruption of the Services.
For the application of penalties, the CLIENT undertakes to send LOCKSELF a registered letter with acknowledgement of receipt stating the nature of the breaches concerned as well as the amount of the penalties claimed, by application of the formula below, within one (1) month from the SLA breach.
The amount of the penalty is calculated as follows:
10% of the amount of the last annual invoice paid by the CLIENT, upon any failure to meet the service level commitments between the first and last day of each month.
It is specified that:
The total amount of penalties is capped, all causes combined, at 60% of the last annual invoice paid by the CLIENT during which the penalties for SLA breach were applied.
Any penalties paid by LOCKSELF under the Agreement shall be deducted from the amount of any damages claimed by the CLIENT.
LOCKSELF shall not be liable for delays or failure to meet the SLA due, in particular, to an element, fact or action of the CLIENT or a third party, to a force majeure event, or to any other event beyond LOCKSELF’s control.
Only one penalty per month may be claimed by the CLIENT from LOCKSELF and is capped at 10%, even in the case of multiple breaches during a given month.
Article 9. LIABILITY
In performing this Agreement, LOCKSELF is, by express agreement, subject to an enhanced obligation of means (enhanced best-efforts obligation).
LOCKSELF’s liability, on whatever basis, may only be incurred for direct damages suffered by the CLIENT as a result of a contractual breach exclusively attributable to LOCKSELF and proven by the CLIENT, within the limits set out below.
In the event of a breach partially attributable to LOCKSELF and proven by the CLIENT, LOCKSELF shall be liable in proportion to that share of responsibility, within the limits set out below.
The Services are used under the sole direction, control and responsibility of the CLIENT. The CLIENT shall ensure compliance with this Agreement by its Users. LOCKSELF uses its best efforts to implement reasonable technical and organisational measures to secure personal data processed in the Services, in accordance with applicable data-protection law, and more generally to enable the Services to secure the data they process.
LOCKSELF shall not be liable for indirect losses such as loss of customers or turnover, nor in the event of:
failures of telecommunications operators, including in the event of GSM or Wi-Fi network failure on the CLIENT’s side;
any abnormal or non-compliant use of the Services by the CLIENT;
any use of the Services for unlawful purposes;
any failure of the CLIENT’s IT system;
any service performed for the CLIENT by a third party.
Finally, LOCKSELF shall incur no liability in the event of non-performance or delay in performance of any obligation under the Agreement where such non-performance or delay results from a force majeure event or any event beyond LOCKSELF’s control.
In any event, the Parties agree that LOCKSELF’s total liability, for all losses suffered, all causes, all events giving rise to liability, all Order Forms and all Users combined, is capped at 60% of the amounts invoiced by LOCKSELF and paid by the CLIENT under this Agreement during the year preceding the occurrence of the event giving rise to liability.
The Parties acknowledge that the agreed prices reflect the allocation of risks and the resulting limitation of liability. They also acknowledge that the negotiated and accepted cap provided for in this Article is not derisory and does not contradict the scope of the obligation, even if essential, undertaken by LOCKSELF.
Article 9 bis – Subcontracting and infrastructure providers
The CLIENT acknowledges that the Services are provided using hosting infrastructure and cloud services operated by third-party providers selected by LOCKSELF.
LOCKSELF remains responsible for proper performance of the Services and compliance with the contractual service levels (SLA), including where those rely on services performed by subcontractors.
However, the Parties expressly agree that:
service failures, interruptions or degradations exclusively attributable to hosting or infrastructure providers,
which are not caused by any fault in selection, configuration, supervision or management attributable to LOCKSELF,
do not, as such, constitute a serious breach by LOCKSELF justifying termination of the Agreement, provided that LOCKSELF implements, within reasonable time:
appropriate corrective measures,
and available workarounds or continuity solutions.
In such cases, any failures observed may give rise, where applicable, only to the penalties or service-credit mechanisms provided for in Article 8 (SLA), to the exclusion of any early termination.
Article 10. SUPPORT
In connection with the CLIENT’s use of the Services, LOCKSELF makes available to all Users help documentation accessible at: https://support.lockself.com/
To enable the CLIENT to report any malfunctions of the Services, LOCKSELF provides a dedicated channel accessible via a web 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 CLIENT, are the only Users authorised to report the above malfunctions via this channel.
Use of the https://support.lockself.com/hc/fr/requests/new channel is conditional on users having the latest version of the API and applications available.
Article 11. WARRANTIES
The CLIENT warrants (i) that it holds all rights and authorisations necessary to allow LOCKSELF to perform its obligations under this Agreement, in particular with respect to the Data, and (ii) it shall indemnify and hold harmless LOCKSELF against any claim, action or demand by any User or third party relating to performance of this Agreement, in particular arising from the Data used in connection with the Services.
LOCKSELF warrants (i) that it holds all rights and authorisations necessary to perform its obligations under this Agreement, (ii) the CLIENT against any claim, action or demand by any third party relating to performance of this Agreement, in particular in connection with infringement of third-party intellectual property rights, and (iii) the security of the Services under normal conditions of use by the CLIENT.
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 disclaims all implied warranties, including warranties of merchantability or fitness of the Services for a particular purpose, to the extent permitted by applicable law.
Without limiting the generality of the above, LOCKSELF does not represent or warrant that the use of the Services will meet the CLIENT’s specific requirements or that such use will be uninterrupted, prompt, secure or error-free under the conditions described in this Agreement.
Article 12. PERSONAL DATA
The Parties agree to comply respectively with personal data regulations, in particular French Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, and any applicable European regulation, including Regulation (EU) 2016/679 of the European Parliament and of the Council, as well as all recommendations, deliberations and other standards issued by the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés) (together the “Data Protection Regulations”).
The CLIENT warrants that it will not process, through the Services, sensitive data within the meaning of applicable law and that it alone determines the purposes and means of processing personal data relating to the Data as defined in the privacy policy.
Although LOCKSELF provides the security and confidentiality measures presented in the Agreement for the Data, the CLIENT remains responsible for the processing and must therefore ensure compliance with the security measures offered by LOCKSELF.
Article 12 bis – Reversibility, portability and personal data
The provisions of this Article 12 bis apply to Services provided in SaaS mode.
12 bis.1 Export of non-personal Data
During the term of the Agreement, the CLIENT has functionalities to export non-personal Data and associated metadata through the Services’ administration interface, accessible to Users with administrator or moderator roles.
Such exports are provided in a structured, commonly used and machine-readable format.
12 bis.2 End of the Agreement – return arrangements
Upon termination of the Agreement, access to the Services is deactivated, subject to the provisions of Article 13.6 in case of switching provider.
The CLIENT nevertheless retains the possibility to request the return of its non-personal Data for a period of thirty (30) days following the end of the Agreement, through LOCKSELF’s support, without maintaining application access.
12 bis.3 Personal data and exercise of GDPR rights
The export functionalities referred to in this Article are not intended to enable the mass extraction of personal data.
Rights relating to personal data (access, rectification, erasure, restriction, portability), as provided for by Regulation (EU) 2016/679 (GDPR), may be exercised at any time by the CLIENT or the data subjects by sending a request to: dpo@lockself.com.
LOCKSELF undertakes to process any admissible request within the applicable statutory time limits.
12 bis.4 Specific assistance
Any specific assistance to prepare or structure the Data, beyond standard exports and legal obligations, may be subject to separate billing that is reasonable, transparent and non-dissuasive.
12 bis.5 Deletion
After expiry of the return period mentioned above, LOCKSELF shall proceed with the definitive deletion of the Data, unless otherwise required by law.
Article 13. TERMINATION
13.1 Firm commitment
The Agreement is entered into for a firm and irrevocable term as defined in Article 5.
The CLIENT expressly waives any right of early termination, except in the limited cases provided for in this Article and in Articles 7.3 (Change in the Economic Balance of the Agreement) and 17.1 (Force majeure).
13.2 Termination for breach by LOCKSELF
The CLIENT may terminate the Agreement only in the event of a serious and repeated breach by LOCKSELF of its essential obligations, making continuation of the Agreement impossible.
Such termination may occur only after:
a formal notice in writing sent by registered letter with acknowledgement of receipt,
granting LOCKSELF a minimum period of thirty (30) days to remedy the breach,
and remaining without effect.
It is specified that incidents or breaches attributable to third-party hosting or infrastructure providers, under the conditions defined in Article 9 bis, shall not be considered a serious breach by LOCKSELF.
13.3 Financial effects of termination for breach by LOCKSELF
In the event of valid termination for breach exclusively attributable to LOCKSELF:
only the fees corresponding to the unperformed portion of the Agreement shall be reimbursed to the CLIENT on a pro rata temporis basis,
no other indemnity or compensation may be claimed by the CLIENT on any grounds whatsoever.
Amounts corresponding to periods already performed shall remain definitively due to LOCKSELF.
13.4 Termination for breach by the CLIENT
In the event of a serious breach by the CLIENT, LOCKSELF may terminate the Agreement as of right after a formal notice remaining without effect.
In such case, all sums due until the contractual end date shall remain payable.
13.5 Exclusion of any other termination
Any termination for convenience, change of strategy, cessation of activity, dissatisfaction not amounting to a serious breach, or any other cause not provided for in this Article is expressly excluded.
13.6 Termination based on the right to switch provider
By way of derogation from the provisions relating to the firm term of the Agreement, the CLIENT may terminate the Agreement only to the extent necessary to exercise its right to switch provider, in accordance with Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023.
Such termination shall be subject to two (2) months’ prior written notice to LOCKSELF.
Termination under this Article:
does not constitute termination for convenience,
does not entitle the CLIENT to any refund of fees already paid or any credit note for the remaining commitment period,
triggers the reversibility and data-portability mechanisms provided for in Article 12 bis.
Article 14. CONFIDENTIALITY
Throughout the term of the Agreement and for five (5) years following its termination, each Party undertakes to preserve the confidentiality of the Confidential Information and not to disclose it or make it available to any third party, except to any chartered accountant, lawyer or any other third party having a need to know for the proper conduct of LOCKSELF’s business, without having obtained the other Party’s prior written consent, unless required by a court order or by any other administrative authority.
In addition, the Parties undertake to take the necessary measures to ensure, under their responsibility, that their confidentiality obligations are complied with by all their employees and any other person who may have access to information processed in connection with performance of the Agreement.
The Parties shall not be bound by the confidentiality obligation referred to above if, on the date of disclosure of the Confidential Information concerned, such information was already in the public domain, or if the Confidential Information was developed by the other Party or obtained independently, without breach of the above confidentiality obligation, or if the information was lawfully accessible to third parties not bound by a confidentiality obligation.
Article 15. Intellectual property and rights of use
15.1 Ownership of the software and Services
LOCKSELF is and shall remain the exclusive owner of all intellectual and industrial property rights relating to the LockSelf software, its modules (including LockPass, LockTransfer and LockFiles), the Solution, their documentation, their developments, updates, patches, interfaces, architectures, algorithms, databases, as well as any components thereof, including associated know-how, methods and processes.
This Agreement entails no transfer of intellectual property to the CLIENT.
15.2 Licence
Subject to payment of the Subscription Fee and compliance with this Agreement, LOCKSELF grants the CLIENT, for the term of the Agreement, a personal, non-exclusive, non-assignable and non-transferable licence to use the Services, strictly limited to:
the CLIENT’s internal use,
the number of subscribed Users,
the functionalities expressly provided for in the Specific Terms.
15.3 Restrictions
The CLIENT shall not, directly or indirectly:
copy, reproduce, represent, publish or distribute all or part of the Services, other than within the limits authorised by the Agreement;
carry out any reverse engineering, decompilation, disassembly or attempt to reconstruct the source code, except where permitted by mandatory law;
modify, adapt, translate or create derivative works from the Services;
make the Services available to any third party, free of charge or for consideration, including through rental, sub-licensing or access sharing.
15.4 CLIENT Data
The CLIENT remains the owner of the Data it processes via the Services.
LOCKSELF acquires no right over such Data, other than the rights strictly necessary to perform the Agreement.
Article 15. Personal data – Processing and subcontracting
In performing the Agreement, the CLIENT acts as data controller within the meaning of Regulation (EU) 2016/679, and LOCKSELF acts as data processor on behalf of the CLIENT.
LOCKSELF undertakes to:
process personal data only on the CLIENT’s documented instructions;
ensure the confidentiality of the data;
implement appropriate security measures;
assist the CLIENT, within the limits of reasonable means, in responding to data-subject rights requests and to the CLIENT’s legal obligations.
Rights shall be exercised by email to: dpo@lockself.com.
The detailed conditions applicable to personal data processing are set out in a “Data Protection” appendix (DPA) forming an integral part of the Agreement.
Article 17. MISCELLANEOUS
17.1. Force majeure
In the event of force majeure or any other cause beyond the foreseeability and control of one of the Parties, preventing it from performing its contractual obligations under the conditions provided for in Article 1218 of the French Civil Code, the prevented Party shall inform the other Party by any means as soon as possible, with confirmation by registered letter with acknowledgement of receipt. The Parties’ obligations shall be suspended for the entire duration of the force majeure event, and the Parties shall use their best efforts to limit the duration and effects of the force majeure cause.
However, if the suspension of obligations under the Agreement lasts for more than one (1) month, each Party shall be entitled to terminate the Agreement as of right by registered letter with acknowledgement of receipt. In such case, termination shall take effect fifteen (15) days after receipt of said letter.
17.2. No waiver
The fact that either Party, on one or more occasions, does not avail itself of one or more provisions of the Agreement shall not be construed as a waiver by that Party of its right to avail itself of such provisions subsequently.
17.3. Independence
LOCKSELF is an independent professional and not an agent or employee of the CLIENT. The Agreement creates no relationship of subordination or joint venture between the Parties.
17.4. Subcontracting
Under this Agreement, 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 the list of subcontractors and to keep the CLIENT informed of any changes of subcontractor.
17.5. Commercial references
During the contractual relationship, the CLIENT authorises LOCKSELF to use its corporate name and trademarks as a commercial reference, as well as a general description of the services provided to the CLIENT by LOCKSELF, in LOCKSELF’s marketing and sales presentations, customer files, press releases, websites and other promotional media.
17.6. Headings
The headings of the various Articles of the Agreement are included for convenience only and shall not affect in any way the meaning or content of any term, provision, undertaking or condition hereof.
17.7. Partial invalidity
If one or more provisions of the Agreement are held to be invalid or declared as such under a law, regulation or following a final decision of a competent court, the other provisions shall remain in full force and effect.
17.8. Survival
It is agreed that, in the event of expiration or termination of the Agreement for any reason whatsoever, any clause which by its nature is intended to survive the termination of the Agreement shall remain in force, as well as the provisions of Articles 9 (Liability), 12 (Personal data), 12 bis (Reversibility), 14 (Confidentiality) and 15 (Intellectual property and rights of use).
17.9. Assignment
The Agreement may not be assigned or transferred, in whole or in part, for consideration or free of charge, by the CLIENT without LOCKSELF’s prior written consent, which may not be withheld without legitimate reason. LOCKSELF is authorised to assign or transfer the Agreement, in whole or in part, in any form and on any basis, to any third party. In such case, the assignee undertakes to assume all obligations incumbent upon LOCKSELF under the Agreement and shall ensure continuity of compliance with the Agreement.
17.10. Amicable settlement
In the event of any dispute, disagreement or claim arising out of or relating to the Agreement (including any dispute concerning its validity, interpretation, breaches or termination) (the “Dispute”), the Parties shall seek to find an amicable solution before submitting the Dispute to the court referred to in the “Governing law and jurisdiction” Article.
First, one Party shall send the other Party a request for a conciliation meeting by registered letter with acknowledgement of receipt (the “Conciliation Notice”). If an agreement is reached within thirty (30) days from receipt of the Conciliation Notice, it shall be formalised in writing and signed by the Parties. Such written and signed agreement shall be deemed an amendment to the Agreement.
If no amicable solution is found within this thirty (30) day period following receipt of the Conciliation Notice, the Dispute shall be submitted by either Party to mediation at the Centre for Mediation and Arbitration of Paris (CMAP – 39, avenue F. D. Roosevelt – 75008 PARIS) in accordance with its mediation rules, to which the Parties declare they adhere. Unless otherwise agreed between the Parties, the CMAP mediation shall last a maximum of two months. The Parties shall share equally the cost of the CMAP mediation procedure. However, each Party shall bear 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, the Parties shall be free to pursue their rights.
17.11. Governing law and jurisdiction
The Agreement is governed by French law.
In the event of any dispute relating to the Agreement and, in particular, to its validity, performance or interpretation, the Parties shall endeavour to settle their dispute amicably under the conditions set out in the “Amicable settlement” Article above. Failing amicable agreement within the period provided for in said Article, exclusive jurisdiction is expressly granted to the Paris Commercial Court (unless exclusive jurisdiction is conferred on another court), notwithstanding multiple defendants or third-party claims, including for urgent proceedings or interim relief (référé) or proceedings by petition (requête).
17.12. Language – Prevailing version
This Agreement has been drawn up in French and English. In the event of any discrepancy, inconsistency or divergence between the French and English versions, the French version shall prevail.