General Terms and Conditions of Sale
These terms and conditions are valid from 20/04/2021.
The Fruggr.io solution service is provided in Software as a Service (hereinafter "SaaS") mode to the Client by DIGITAL4BETTER SAS, a company with a capital of 153,333 euros, whose registered office is located at 11 rue Bernard Palissy 35,000 Rennes, registered in the Rennes Trade and Companies Register under the number 884 195 884, represented by Mr. Frédérick Marchand, its current legal representative (hereinafter "DIGITAL4BETTER").
DIGITAL4BETTER has developed the Fruggr.io Solution in order to allow its clients to analyse the environmental, social and societal impact of their digital services
Through the Fruggr.io Solution, the Client's Users configure the services they wish to analyse, integrating the analysis of usage data (analytics), the analysis of the application's source code (shared in a secure manner) and the analysis of the final application loaded on the end users' browsers.
Article 1 - Definitions
In these General Terms and Conditions of Use (hereinafter "GTCU") the terms below beginning with a capital letter shall have the following definition, whether used in the singular or plural:
"Customer" means the natural or legal person subscribing to the Service.
"Contract" means these GTC, the Annexes to the GTC and the Order Form(s).
"Personal Data" means personal data as defined in Article 4 of the EU Data Protection Regulation 2016/679 of 27 April 2016.
"DIGITAL4BETTER Elements" means all intellectual and industrial property rights, documents, methods, know-how and procedures developed by DIGITAL4BETTER and relating to the Service, including the Site, the Fruggr.io Solution and its documentation.
"Party" means individually DIGITAL4BETTER or the Client, "Parties" means DIGITAL4BETTER and the Client.
"Service subscription" refers to the subscription chosen by the Client and defining the functionalities of the Service, as defined in article 3.
"Service" refers to all the services provided by DIGITAL4BETTER to the Client and to the Users within the framework of the Contract, including the provision of the Fruggr.io Solution and its documentation.
"Fruggr.io Solution" means the SaaS platform Fruggr.io developed by DIGITAL4BETTER.
"Users" means the employees of the Client or of a company of the Client's group authorized to use the Service by the Client.
**Article 2 - Purpose
The purpose of this Contract is to set the conditions governing the provision by DIGITAL4BETTER and the use by the Client of the Fruggr.io Solution.
As such, the essential obligation of DIGITAL4BETTER by virtue of the Contract is the provision of the access and use license of the Fruggr.io Solution mentioned in article 6.1
The Contract consists of, in descending order of importance:
- the GTU, and
3. the (possible) Annexes to the GTU.
The Client declares that the information it has communicated in the Order Form is accurate and real, and undertakes to inform DIGITAL4BETTER in writing of any changes to this information.
The Client declares and guarantees to DIGITAL4BETTER that he has the required capacity to conclude a contract and, when the Client is a legal entity, declares and guarantees that the Contract is concluded by a duly authorized representative with the power to commit the Client.
**Article 3 - Subscribing to the service
The Customer may subscribe to fruggr.io online.
The price will be 199€ excluding VAT for each service analysed. The commitment will be for a minimum of 12 months.
Payment will be made at the beginning of each month.
When subscribing during the month, the first month's subscription fee will correspond to the pro rata amount of the remaining days in the month.
In the case of a discontinuation of the subscription, the commitment is for a minimum of 12 months, the service will be available until the 12 months are up. The monthly payment will stop at the end of the 12 months.
The monthly invoice is available in the account area.
The customer will have the possibility to subscribe to the analysis of several services. The monthly invoice will include the total amount of all the services subscribed to, pro rata to the time of subscription, if subscribed to during the month.
**Article 4 - The DIGITAL4BETTER service
4.1 Availability of the Fruggr.io Solution
DIGITAL4BETTER undertakes to make the Fruggr.io Solution available 24 hours a day, 7 days a week, including Sundays and public holidays, subject to the following stipulations.
The Fruggr.io Solution is compatible in web application with Google Chrome, Safari, Mozilla Firefox and Internet Explorer 11+ browsers, and compatible in mobile application with Android and iOS operating systems.
The Client is aware of the technical hazards inherent to the Internet and software solutions as well as the access interruptions that may result. Consequently, DIGITAL4BETTER will not be held responsible for any unavailability or slowdowns encountered while using the Fruggr.io Solution.
DIGITAL4BETTER undertakes to put in place reasonable and appropriate measures and controls to ensure that the Client can access and use the applications concerned.
Access to the Fruggr.io Solution may however be occasionally suspended due to maintenance interventions necessary for the proper functioning of the DIGITAL4BETTER servers and the Fruggr.io Solution. In case of interruption of the Fruggr.io Solution for maintenance, DIGITAL4BETTER commits itself to respect the procedure of operations described below:
- Interruption for updates: Interruptions to update the Fruggr.io Solution can be carried out every day from 10 pm;
- Emergency interruption: In case of absolute necessity, DIGITAL4BETTER reserves the right to interrupt access to the Fruggr.io Solution in order to proceed with a technical maintenance or improvement intervention to ensure the proper functioning of the Fruggr.io Solution, regardless of the time and duration of the intervention.
DIGITAL4BETTER does not offer any compensation to the Client in case of unavailability of the Fruggr.io Solution for any reason whatsoever and cannot be held responsible for the possible impact of this unavailability on the Client's activities.
In order to ensure the continuity of the Service, DIGITAL4BETTER makes periodic backups of the data hosted by the Client.
The Client has the possibility to configure the Fruggr.io Solution by himself.
DIGITAL4BETTER also offers an optional configuration by DIGITAL4BETTER teams. This option implies a set-up fee. The set-up costs will be invoiced upon acceptance of the Purchase Order for the configuration services.
4.3 Administrators and training
DIGITAL4BETTER recommends the training of the Client's Users who will act as intermediaries between the Users and DIGITAL4BETTER for the purposes of DIGITAL4BETTER support in accordance with article 4.4 (hereafter the "Administrators") to the Fruggr.io Solution.
The training of Administrators can be done at any time by DIGITAL4BETTER and is done remotely. The objectives of the training are to accompany the Administrators in the handling of the Fruggr.io Solution, i.e. in the use of the Fruggr.io Solution. All Administrator training is subject to an Order Form and invoicing to the Customer.
In the event of a change of Administrator, the Customer is responsible for transmitting the best practices for using the Fruggr.io Solution to the new Administrator. However, the Client can request DIGITAL4BETTER at any time to provide training for new Administrators.
The Client benefits from support for the use of the Fruggr.io Solution available on working days from Monday to Friday from 9am to 12pm and from 2pm to 6pm, whatever the type of support: electronic, telephone or account manager.
DIGITAL4BETTER support is the Client's privileged contact in case of malfunction of the Fruggr.io Solution, of settings that seem inadequate or if the supports made available to them (FAQ, videos, administrator's manual) prove to be unclear or non-existent on the problem encountered.
DIGITAL4BETTER support is only available to administrators of the DIGITAL4BETTER solution. All problems, questions or possible complaints from Users must therefore be centralized with the Administrators of the Fruggr.io Solution at the Client before being submitted to DIGITAL4BETTER support.
DIGITAL4BETTER support is not intended to replace the Administrators, thus, any operation or action that may be carried out by an Administrator of the Fruggr.io Solution at the Client will not be supported by DIGITAL4BETTER support.
The Client agrees to provide and ensure that the Administrators provide an accurate description of the issue or problem encountered so that it can be addressed by DIGITAL4BETTER support.
For this support, DIGITAL4BETTER will try to respect the following deadlines within the framework of an obligation of means:
- In case of a blocking anomaly, DIGITAL4BETTER will try to correct the blocking anomaly as soon as possible and to propose a workaround within 24 hours.
- In the case of a major anomaly, DIGITAL4BETTER commits to correct the anomaly and to propose a workaround that will allow the use of the functionalities in question within three working days.
- In the case of a minor anomaly, the report is taken into account as soon as possible and DIGITAL4BETTER endeavors to propose a correction of the minor anomaly in a minor update of the Fruggr.io Solution (in accordance with article 4.5).
DIGITAL4BETTER is not responsible for maintenance in the following cases:
- refusal of the Client to collaborate with DIGITAL4BETTER in the resolution of anomalies and in particular to answer questions and requests for information;
- use of the Fruggr.io Solution in a way that does not comply with its purpose or its documentation;
- failure of the Client to comply with its obligations under the Agreement;
- use of any software packages, software or operating systems not compatible with the Fruggr.io Solution;
- failure of the electronic communication networks;
- voluntary acts of degradation, malice, sabotage;
- deterioration due to force majeure.
The Support included in the subscription price chosen by the Client does not include cases of major modification of the rules described by the Client for the configuration of the Fruggr.io Solution and cases of errors or inaccuracies in the information transmitted by the Client to DIGITAL4BETTER during the configuration of the Fruggr.io Solution. In these cases, any intervention by DIGITAL4BETTER to correct these errors or inaccuracies will be done on the basis of an estimate.
Electronic support is accessible via the support tool integrated to the Fruggr.io Solution.
DIGITAL4BETTER SOLUTION. In case of a request submitted to DIGITAL4BETTER from the support tool of the Fruggr.io Solution, DIGITAL4BETTER commits to provide an initial response within 24 hours, subject to the opening hours of the Fruggr.io support.
When the Client benefits only from electronic support, the Client cannot demand that DIGITAL4BETTER support process its requests other than electronically via the support tool integrated into the Fruggr.io Solution.
4.5 Updating the Fruggr.io Solution
DIGITAL4BETTER directly implements minor updates of the Fruggr.io Solution, which correspond to bug fixes, patching and/or minor improvements of the Fruggr.io Solution (not changing its usefulness or adding functionality). Minor updates are not subject to additional costs for the Client and cannot be refused by the Client.
DIGITAL4BETTER provides the Client with major updates, which correspond to the addition of one or more functionalities or to the modification of the version of the Fruggr.io Solution to offer new functionalities to the Client. DIGITAL4BETTER reserves the right to determine whether a major update of the Fruggr.io Solution is included in a subscription or will be subject to additional fees. In the event that the major upgrade is subject to additional fees, the Client will be free to accept or refuse the major upgrade.
**Article 5 - Specific Obligations of the Customer
The Client is required to appoint one or more Administrators of the Fruggr.io Solution. The Customer is responsible for ensuring that the Administrators have all the technical skills and training required to set up the Fruggr.io Solution and/or assist Users in the context of support. In the case of a Solo plan, the Client is the Administrator.
5.2 Use of the Fruggr.io Solution
The Fruggr.io Solution can be accessed via a remote connection using a login address and email login.
In the event that the Client does not subscribe online to the Service, DIGITAL4BETTER communicates to the Client a connection address, the connection identifiers and the associated instructions. The identification of the Client's Users when accessing the Fruggr.io Solution is done by means of an identifier assigned to each User by the Client.
The identifiers are personal and confidential. The Client undertakes to make every effort to keep the identifiers concerning it secret and not to disclose them in any form whatsoever.
The Customer is entirely responsible for the administration, use and maintenance of his identifiers and those of his Users. He will ensure that no other person not authorized by DIGITAL4BETTER has access to the Services and the Fruggr.io Solution. The User will bear the consequences of the use of the Services and the Fruggr.io Solution by third parties who may have knowledge of them.
In case of loss of a password, the Client and the Users have the possibility to reset it via the password recovery procedure.
5.3 Customer data
The Customer is solely responsible for the quality, legality and relevance of the data and content that he or his Users transmit within the framework of the Service. He also guarantees to be the owner of the intellectual property rights, if any, allowing him to use these data and contents.
Consequently, DIGITAL4BETTER is not responsible in the event that the data and/or content of the Client are contrary to the laws and regulations, public order or the needs of the Client.
The Client guarantees DIGITAL4BETTER at first request against any prejudice that would result from a third party challenging it for a violation of this guarantee.
More generally, the Client is solely responsible for the content and messages that it or its Users broadcast and/or upload via the Fruggr.io Solution. The Client remains the sole owner of the data that it or its Users enter into the Fruggr.io Solution.
DIGITAL4BETTER assumes no responsibility whatsoever for the data and contents that are disseminated through the Fruggr.io Solution, exercising no a priori control over this information.
**Article 6 - Intellectual Property
6.1 License of use
DIGITAL4BETTER grants to the Client and, if applicable, to the Users designated by the Client, a worldwide license to use the Fruggr.io Solution for the duration of the Contract, non-transferable and non-assignable, as defined in the Contract.
This license includes the right to use and access the Service remotely, from any computer terminal (computer, laptop, mobile), per service, with no limit on the number of users per service.
6.2 Ownership of DIGITAL4BETTER elements
The DIGITAL4BETTER elements remain the exclusive property of DIGITAL4BETTER.
The Client agrees not to (i) copy, adapt, translate, modify, reverse engineer or otherwise create a derivative of the DIGITAL4BETTER elements without the prior written consent of DIGITAL4BETTER and (ii) use the DIGITAL4BETTER elements for any purpose other than those defined in the Contract. The client commits to have these obligations respected by the users.
DIGITAL4BETTER expressly reserves the exclusive right to intervene on the Fruggr.io Solution to allow it to be used according to its purpose and in particular to correct errors. The Client is therefore expressly prohibited from intervening or having a third party intervene on the Fruggr.io Solution.
The Client recognizes that the Contract cannot be analyzed as a transfer of intellectual property rights to the Client or the transfer of any right on the DIGITAL4BETTER elements other than the limited license provided in article 6.1.
The stipulations of this article 6.2 will survive the termination of the Contract.
6.3 Intellectual property guarantee
DIGITAL4BETTER declares and guarantees that it is the owner of the intellectual property rights on the elements necessary for the execution of the Contract.
DIGITAL4BETTER undertakes to compensate the Client for all damages suffered as a result of a definitive judicial condemnation for infringement of a third party's intellectual property right, provided that the Client :
- has accepted and performed all of its obligations under this document;
- has immediately notified DIGITAL4BETTER, in writing, of the action and, if applicable, the claim that preceded this action;
- has given DIGITAL4BETTER the possibility to control the defence of this action and to settle;
- cooperates in all loyalty with DIGITAL4BETTER by providing all the elements, information and assistance necessary to carry out such a defense.
**Article 7 - Confidentiality
In the context of the Contract, the term "Confidential Information" covers all documents, information, data, Personal Data, DIGITAL4BETTER elements of any nature given by one of the Parties to the other Party or made known to the other Party in writing, orally, by electronic mail or by any other means and including without limitation all technical, strategic or financial information, all samples, all specifications, all figures, all copies, all forecasts, all drawings, all software, all models, all reports, all descriptions and all studies.
Any Party receiving Confidential Information from the other Party shall (i) keep it in strict confidence, with the same care as it uses for its own Confidential Information and in accordance with the care reasonably expected for the keeping of confidential information and (ii) not use it or disclose it to third parties other than as provided for in the Agreement without the prior consent of the disclosing Party
The Parties acknowledge that the following information is not considered as Confidential Information
- information already held by the Party receiving Confidential Information (or "Receiving Party") at the time such information was provided;
- information that has fallen or is falling into the public domain for any reason other than non-compliance with this Article;
- information developed independently by the Receiving Party, without any reference to information provided by the other Party or communicated by a third party to the Receiving Party, without the Receiving Party being informed of the breach of this Article;
- information that the Receiving Party may be required to disclose pursuant to a legal or statutory provision.
The obligations of this Article shall survive the termination of the Agreement for a period of five (5) years.
**Article 8 - Personal Data
The Client recognizes and accepts that in the context of the provision of the Service, DIGITAL4BETTER has access to documents, data and files of the Client that contain Personal Data including identity data, bank data of the organization, data of visits to the analyzed services and that it implements a treatment for the duration of the Contract*.
The Parties acknowledge in this respect that the Client acts as the data controller, and that DIGITAL4BETTER acts as a subcontractor, within the meaning of the modified Law n°78-17 of 6 January 1978 (hereinafter the "Data Protection Act") and of the European Regulation 2016/679 of 27 April 2016 (hereinafter the "RGPD"), on behalf of and on the instructions of the Client, and will provide the Service in compliance with the present GTC, with the provisions of the Data Protection Act and the RGPD.
The Client recognizes that he alone decides which documents and files he communicates to DIGITAL4BETTER in the context of the provision of the Service and that DIGITAL4BETTER is therefore not responsible for the number and nature of the Personal Data to which he has access and which he must process on behalf of the Client if necessary.
8.2 Commitments of DIGITAL4BETTER
In its capacity as a subcontractor, DIGITAL4BETTER commits to
a. process the Client's Personal Data for the sole purpose of providing the Service and, in general, to act only on the written and documented instructions of the Client;
b. that the personnel authorised to process the Customer's Personal Data are bound by an obligation of confidentiality;
c. to put in place the technical and organisational measures to preserve the confidentiality and security of the Personal Data and in particular to prevent them from being distorted, damaged, destroyed or communicated to unauthorised third parties, and to meet the requirements of the RGPD and to guarantee the protection of the rights of the persons concerned and more specifically to protect the Personal Data against accidental or illicit destruction, accidental loss, alteration, dissemination or unauthorised access, in particular when the processing involves data transmissions in a network, as well as against any form of illicit processing;
d. to keep a precise list of subcontractors involved in the provision of the Service and to notify the Client of any planned change, in particular the addition or replacement of subcontractors, before such a change is made, it being specified that the Client may oppose the intervention of these new subcontractors and that the subcontracting operation may only take place in the absence of opposition from the Client within a period of one (1) month following the notification of the change by DIGITAL4BETTER The updated list of subcontractors authorized to intervene at the date of the signature of the Contract appears in appendix 2 of this Contract;
e. in the case of subcontracting accepted by the Client, transfer to the subcontractor, in the framework of a written contract, all the obligations imposed by this clause;
f. to respond as soon as possible and at the latest within 10 working days to any request from the Client relating to the Personal Data processed in order to enable it to take into account, within the time limits set, any requests from the interested parties (right of access, rectification, deletion, opposition, etc.);
g. g. inform the Client as soon as possible of any request to exercise their rights by the interested parties which is directly submitted to it and only respond to this request with the consent and according to the written instructions of the Client (instructions which must be given to DIGITAL4BETTER within 5 working days following the receipt of the request transmitted by DIGITAL4BETTER); in the case where the client treats the request of the interested parties transmitted by DIGITAL4BETTER, the client commits to treat this request as soon as possible and to inform DIGITAL4BETTER, at the latest within 10 working days following the reception of the request transmitted by DIGITAL4BETTER, of the follow up of the latter;
h. to cooperate and assist the Client (i) in the event that the Client is obliged to demonstrate compliance with the applicable regulations regarding the protection of personal data, (ii) for the realization of eventual impact analyses regarding data protection in accordance with article 35 of the RGPD;
i. to retain the Personal Data processed on behalf of the Customer for the duration of the Contract and, at the Customer's option, return or destroy it: (i) at the request of the Customer, (ii) at the end of the Contract or upon termination of the Contract in accordance with the terms and conditions set out in Article
Article 11 - "Termination", or (iii) if the provision of the Service no longer requires that DIGITAL4BETTER has access to the Personal Data. DIGITAL4BETTER also undertakes to destroy any copy of the Personal Data that it may have made, unless the applicable regulations require it to keep said data;
j. If DIGITAL4BETTER has reason to believe or has become convinced of the existence of a data breach within the meaning of article 4 (12) of the GDPR, DIGITAL4BETTER undertakes to:
(i) notify the Client of the existence of this incident as soon as possible, and at the latest within forty-eight (48) hours of becoming aware of the incident;
(ii) provide, at the Customer's request, the information that the Customer considers useful to enable it to comply with its obligations to notify the CNIL or any other competent authority under Article 33 of the Data Protection Regulation.
k. immediately inform the Customer in writing of any changes or modifications concerning the Customer which may have an impact on the processing of Personal Data carried out by the Customer or by the Customer;
l. maintain a register of processing activities in accordance with the provisions of Article 30 of the GDPR, in respect of all categories of processing activities carried out on behalf of the Client;
m. inform the Client if DIGITAL4BETTER believes that an instruction of the latter violates the applicable regulations regarding personal data.
8.3 Transfers outside the European Union
DIGITAL4BETTER undertakes not to disclose or transfer the Client's Personal Data outside the European Union (EU), except upon instruction from the Client, with the Client's prior written consent or in case of legal obligation. In the event of a transfer outside the EU, the transfer will be subject to appropriate safeguards to ensure the protection of the Customer's data in accordance with applicable law, including by means of binding agreements incorporating the European Commission's standard contractual clauses.
The Client accepts and acknowledges that DIGITAL4BETTER provides the Service to the Client and to the Users designated by the latter. In the event that one or more Users are located in a country outside the EU, the Client is solely responsible for putting in place all necessary measures and guarantees so that DIGITAL4BETTER can allow access to the Client's Personal Data by this or these Users. DIGITAL4BETTER will cooperate with the Client and will sign, if necessary, the standard contractual clauses or agreement necessary for the transfers requested by the Client.
The Client can have an audit carried out, at its own expense, concerning the respect by DIGITAL4BETTER of its obligations under the present article 8 - subject to the respect of a one (1) month notice and within the limit of one audit per year. This audit will be carried out by a team of internal auditors of the Client or by third parties mandated by the Client, provided that these third parties are not competitors of DIGITAL4BETTER. DIGITAL4BETTER commits itself to collaborate in good faith with any auditor so designated. DIGITAL4BETTER will allow the Client or its representatives, under the conditions and limits specified above, to access, if necessary, in the premises of DIGITAL4BETTER or of a possible subcontractor authorized by the Client, all information relative to the conformity of DIGITAL4BETTER to the obligations of the present article, in respect of the regulations relative to the communication of information. DIGITAL4BETTER will facilitate its mission in particular by answering all questions and by granting access to all tools and means necessary for the audit. The audit will be conducted in such a way as not to hinder, as far as possible, the provision of the Service by DIGITAL4BETTER to its clients.
**Article 9 - Financial conditions
All applicable prices are quoted exclusive of tax.
The order form(s) shall set out the financial terms of the Contract, namely the subscription payable monthly.
The cost of the subscription is calculated monthly, according to the number of services analysed by the Client.
Each invoice is made available to the Client at the beginning of the month for the previous period and is payable on receipt.
Payment under this Contract shall be made exclusively by bank transfer or direct debit.
Any delay in payment mentioned above authorizes DIGITAL4BETTER, without formalities or prior notice, to suspend the Client's access to the Service until payment of the totality of the invoice, without prejudice to other possible actions that DIGITAL4BETTER could take because of the law or the present Contract.
The set-up and configuration costs as well as the costs corresponding to the options subscribed by the Client are payable according to the terms of the corresponding Order Form.
In case of late payment, DIGITAL4BETTER can
1. automatically suspend the Client's access to the Fruggr.io Solution and more generally to the Services, forty-eight hours after a written notification, sent by email, reminding the Client of the due date and the amounts still to be paid.
2. to charge late interest on all sums due until they are paid in full, at a rate of three times the legal rate in force at the time.
- charge the fixed recovery indemnity provided for by article L441-6 and D441-5 of the commercial code and, if necessary, any additional recovery costs incurred by DIGITAL4BETTER.
All of this without prejudice to possible damages and the possible termination of the contract as stipulated below.
**Article 10 - Duration of the contract
The Contract will take effect from the day of the subscription of each service subscribed to the Fruggr.io Solution, for an indefinite period, of a minimum of 12 months and until the termination of the Contract.
**Article 11 - Termination
11.1 Termination at the initiative of the client
The customer may terminate the Contract at any time, without justification, by cancelling the services subscribed to, or by cancelling the entire organisation. The termination will be effective at the end of the minimum 12-month commitment, and when this occurs beyond these 12 months, on the 1st day of the month following the date of cancellation.
In this case, no money will be returned to the Customer. The Customer will continue to have access to the Service for the remaining period of the Contract.
11.2 Termination at the initiative of DIGITAL4BETTER
DIGITAL4BETTER has the right to terminate the present Contract thirty (30) days after having notified the Client by registered letter with acknowledgement of receipt of a serious violation or a serious breach by the Client of its obligations under the present Contract. If at the end of these thirty (30) days the Client has not put an end to this violation or breach, DIGITAL4BETTER can pronounce the termination of the contract which will be effective immediately upon receipt of a new notification by registered letter with acknowledgement of receipt, without giving right to any compensation for the Client.
11.3 Effects of termination
When the termination takes effect, all rights granted to the Client by DIGITAL4BETTER are immediately cancelled and returned to DIGITAL4BETTER and the Client will benefit from the reversibility services defined in Article 12 - "Reversibility".
**Article 12 - Reversibility
The Client can at any time recover all of its data hosted on the Fruggr.io Solution.
In case of termination of the contractual relationship, whatever the cause, DIGITAL4BETTER undertakes to keep the Client's data for a period of thirty (30) days after the interruption. The data will be kept at the Client's disposal and after the thirty (30) day period DIGITAL4BETTER can destroy the data without the Client being able to claim any prejudice or obtain any compensation.
Any assistance from DIGITAL4BETTER other than the provision of the function to recover all the data hosted on the Fruggr.io Solution will be done by quotation.
**Article 13 - Liability
The liability of each Party towards the other Party is limited to direct damages. Thus, the Parties recognize that they are not responsible for indirect damages (in particular, damages to the activity, loss of income, loss of savings or loss of profits suffered by the other Party), regardless of the basis of the action seeking compensation.
Within the framework of the subscriptions subscribed to and in the event that DIGITAL4BETTER's responsibility is engaged due to any event related to the Contract, it will not exceed the higher of (i) the sum of two thousand (2000) Euros and (ii) an amount equal to the total amount due by the Client to DIGITAL4BETTER for the contractual year in which the event occurred.
In addition, due to the characteristics and limits of the Internet, which the Client declares to be fully aware of, DIGITAL4BETTER cannot be held responsible for, in particular: difficulties in accessing the Fruggr.io Solution due to saturation of the Internet network or contamination by viruses of the Client's data and/or software, the protection of which is the Client's responsibility.
**Article 14 - Force Majeure
If the performance of one of the obligations of the Parties to the Contract is prevented, hindered or delayed due to the occurrence of a case of force majeure, as defined by French case law, the Party concerned shall be released from all liability for the non-performance of any obligation affected by the case of force majeure.
If the case of force majeure continues for more than thirty (30) days, either Party may immediately terminate the contract by registered letter with acknowledgement of receipt, without entitling the other Party to any compensation.
Article 15 - Modifications
15.1 Modifications to the GTC
DIGITAL4BETTER reserves the right to modify the present GTC at any time. In case of modification of the GTC, DIGITAL4BETTER will notify the Client of the new version of the GTC one (1) month before its effective date. In the absence of termination of the Contract in accordance with Article 11 - "Termination" before the date of entry into force of the new GTC, the Client will be deemed to have accepted the new version of the GTC.
**Article 16 - Final Provisions
The Client expressly authorizes DIGITAL4BETTER to include it as one of its commercial references and to use the name and logo of the Client on its website, as well as in all its communication and marketing documents (social networks, blogs, press releases, feedback, etc.).
The Client cannot transfer all or part of the Contract to a third party without prior written consent from DIGITAL4BETTER.
16.3 Entirety of the contract
The Contract constitutes the entire agreement of the Parties with respect to its subject matter and prevails over any contrary or additional provision contained in any other unlisted document exchanged between the Parties. The Parties acknowledge that all prior agreements between them relating to the same subject matter are superseded by this Agreement.
If any provision of the Contract is, or becomes, unenforceable for any reason, the resulting unenforceability shall not affect the remaining provisions of this Contract, provided that the unenforceable provision shall not be considered an essential provision of the Contract. The Parties shall endeavour to replace the unenforceable provision immediately with other provisions that best correspond to the legal and economic content of the Contract.
The failure of either party to require the other to perform its obligations in full shall not be deemed a waiver of its right to require subsequent performance.
16.6 Independence of the Parties Waiver
The Contract is concluded between independent Parties. Accordingly, nothing in the Contract shall be construed as giving any Party authority or power to act on behalf of the other Party or as constituting any association or partnership between the Parties.
16.7 Applicable law and jurisdiction
The Contract is subject to French law. Any dispute concerning its conclusion, performance and/or interpretation shall be submitted to the Commercial Court of Rennes, including in the event of multiple defendants and third-party claims.