General Terms of Service (GTS) of DoliCloud, the OpenSource Software as a Service (SaaS) offering
Valid from 01 december 2016
This agreement is between:
- NLTechno SARL, a company incorporated under French law, with its registered office at Rue Camponac, Bloc 20, 33600 Pessac, France
(hereinafter referred to by its online offers named "DoliCloud").
- any natural person or legal entity, private or professional, under private or public law, intending to enter into an agreement for the provision of the Service rendered by the company NLTechno (hereinafter the "Client").
The GTS applies to all orders received by DoliCloud irrespective whether issued by professionals, merchants, companies or private individuals.
The information published on http://www.dolicloud.com and/or it's affiliates are provided solely for indicative purposes and DoliCloud may change it at any time without prior notice. The Client's acceptance of the GTS and the formation of the contract are materialized by the Client's electronic signature when electronic orders are executed in the DoliCloud customer Control Panel provided by NLTechno and published at https://www.on.dolicloud.com/.
The acceptance of GTS is also materialized when the Client uses the online services of NLTechno.
Article I. Definitions
Browser: Software used to navigate IT networks and their databases and in particular the Internet.
Client Administrator: A competent person who exercise the administrating roles of DoliCloud.
Client: Any natural person or legal entity registered to use, whether on a free or paying basis of DoliCloud software in accordance with the GTS.
Contract: Considered in its entirety, the Client's Registration on DoliCloud websites and related online help with a view to using DoliCloud in accordance with the GTS.
DoliCloud: All software services and packages offered by DoliCloud usable by Clients via Internet technology.
Hoster: Company to which DoliCloud sub-contracts the hosting of DoliCloud infrastructure and Clients' databases.
Identifier: The collection of data corresponding to the "User ID" and "Password" that is necessary for each User to connect to the DoliCloud platform.
Password: The collection of characters and numbers (Fixed or One Time usable) that is associated to the User ID which is necessary for the Client's connection to the DoliCloud platform.
Product and/or Service: Any SaaS types of products or services offered to the Client by NLTechno on websites such as http://www.nltechno.com, http://www.dolicloud.com and further websites where NLTechno offers SaaS and where these services can be accessed. These websites collectively referred later as "DoliCloud websites".
Registration: Action performed by a Client, which consists of him submitting his details for the purpose of using one or more DoliCloud on a free or paying basis. Registration and the use of service is deemed to be equivalent to a Service Order.
User: Designation, by name, of a physical person using DoliCloud via an Identifier.
Article II. Execution, rates, payment
Section 2.01 - Services offered by DoliCloud
(a) DoliCloud makes available to its Clients, on a free or paying basis, access to some OpenSource softwares (like Dolibarr ERP & CRM, Joomla, MediaWiki, ...) delivered over the Internet and accessible via a web browser. DoliCloud Services offer its Clients the feature of paying only for the number of active users connecting created into their instance(s). In addition to making Software available, DoliCloud also make disk space available for each Client to store and access it's data. The size of this disk space is explicitly defined in the "Pricing" page of the relevant DoliCloud websites. If the storage capacity as specified by DoliCloud is exceeded, the Client will be billed in accordance with the GTS in force and with the rates published on the relevant DoliCloud websites on the day that the excess is reported.
(b) The Software may be modified by improvements or updates without prior notice to Clients.
(c) DoliCloud reserves the right to stop providing any particular Service. Clients will be warned thereof by all available means and will continue to have access to such Service for the remaining period of the contract or will have at least two months' prior notice before access to the Service is definitively suspended. Under no circumstances may DoliCloud be used to replace a Client business function. Recommendations provided by DoliCloud are solely for indicative purposes relating to Software usage and may not be construed as recommendations regarding the organization or management of the Client's business activities.
(d) To fight against spamming, usage of DoliCloud is restricted by default to 500 outgoing emails per day. You can make a dedicated request to increase this quot.
Section 2.02 - Access to Services
Access to the Services provided by DoliCloud requires the Client to register on the relevant website of DoliCloud websites and to accept these GTS.
(a) Creation of Client Account
For any Service order to DoliCloud, the Client must create a Client Account including his details that must be accurate and kept up to date.
(b) Order confirmation
DoliCloud will immediately confirm to the Client by SMS and/or email that it has received the order and that the Service has been implemented under the terms described below.
(c) Order execution
The Service will be made available to the Client after DoliCloud has activated the Client Account.
(d) Access to Services, Identifiers
once activated, the Services are accessible via the links sent by email to the Client with unique identifiers from DoliCloud that allow him to connect to his instance(s). DoliCloud can at anytime audit the way the Client is connecting to the system. If an unreasonable usage is done of the Identifiers, meaning too many connections are done on a same Identifiers from multiple Users, DoliCloud can invoice those additional Users and/or suspend the account should the Client refuse to pay for the unreasonable usage of their instance(s). The Client acknowledges that the techniques used by DoliCloud are grounded in a complex area of information technology. DoliCloud's commitment is a best-endeavors obligation to limit as much as possible the duration and number of service interruptions for maintenance or upgrade. It is therefore the Client's responsibility to safeguard against such risks. DoliCloud shall not be held liable for any consequential damages the Client may suffer due to unavailability of Services. DoliCloud reserves the right to disallow on its servers any files imported by the Client that may be judged technically incompatible with the servers or harmful to their performance.
(e) Management of Additional Identifiers
Upon registering and opening a Client Account, a single Identifier is created for the Client. However, the Client may, if he wishes, create additional Identifiers to provide access for more than one person to the Services made available to the Client including access to his data. The Client Account Administrator can create and delete them at any time by connecting to his instance administration tool on address confirmed by email to him after registering. Creating or deleting additional Identifiers does not change the registration data or the contractual period. An unlimited number of additional Identifiers can be created. However, Service usage by all the Users created by the Client will be billed in accordance with the rates in force, as shown on DoliCloud websites. The Client is responsible for ensuring that its Users are aware that they use the subscribed Services on a paying basis.
(f) Changes to Registration
When using DoliCloud Services, the Client has the right to change his Registration details on his Personal Space.
Only the Client and the Client's Account Administrator of DoliCloud are authorized to change any Registration details. Registration changes can also include subscriptions to other Services and/or termination of existing subscriptions.
Registration changes can involve changing the amount of Services billed to the Client each month. If a Client cancels all his Registrations, DoliCloud shall consider this decision to be equivalent to a termination of the Contract. In such a case, all possible unpaid invoices remain due for payment and all Client's data will remain stored in servers providing DoliCloud SaaS for 28 days.
Section 2.03 - Rates, Billing
The rates for the Products and Services provided by DoliCloud are shown on DoliCloud website. DoliCloud reserves the right to make promotional offers that are valid for a period explicitly stated on its website and such promotional offers may not be construed as part of its rate structure. Rates are expressed in EUR and exclude taxes. The amount billed to a Client will therefore be increased by the taxes applicable as at the billing date. DoliCloud reserves the right to change its rates at any time without prior notice. Clients will be informed by email, and/or online, of changes to rates. New rates will take effect for new Clients at the time that they register, and for existing Clients when the new rates are put in place.
** DoliCloud reserves the right to levy immediately any new tax or increase in existing tax rates. The rates shown on ** DoliCloud's website do not include the cost of Internet access or the cost of telephone lines, these being costs that the Client must bear separately. The Client is responsible for his own Internet connection.
** DoliCloud will not be held liable for the quality of the connection offered by the Internet Service Provider.
** Standard services provided by DoliCloud are payable in advance at the beginning of the month in which the service is used. The Client is solely responsible for paying all sums due under the DoliCloud contract. The parties expressly agree that, unless a specific request is made with sufficient notice to and agreed by NLTechno in writing, the non-payment of all or part of any bill when due under this contract will automatically and without prior notice:
* require the immediate payment of all sums remaining due by the Client under the contract, irrespective of the agreed payment method;
* suspend all services in progress to the Client, of any type, without prejudice to NLTechno right to terminate the contract;
* disqualify the Client from subscribing to new services or renewing existing ones;
* allow NLTechno to suspend the Client Account in 15 days following the due date of unpaid. Instance will still remain unsuspended during the following 60 days before user data are deleted.
DoliCloud will issue a bill based on the subscribed Services and usage. Throughout the period of the Contract, DoliCloud will provide information about the Client's and Client Users' usage of Services via DoliCloud control center. Clients may pay bills by the following methods:
** By credit card: Payable upon receipt of the Control Panel of NLTechno independent, payment platform processed by secure payment processing partner of NLTechno
** By automated credit card debit: When the Client allowed the secure payment processing partner of NLTechno to store his financial details in a secure way so they do not have to enter them again for future orders/payments with NLTechno SaaS, the Client also agrees DoliCloud to debit his credit card monthly based on the number of active users in his instance(s).
** All bills (pro forma/order form or otherwise) issued by DoliCloud are payable within 10 days unless otherwise agreed in writing by the Parties. In the event of payment default, DoliCloud reserves the right to suspend the Client's access to its Services until the full amount due is paid. In addition, DoliCloud reserves the right to terminate the
** The Client agrees to inform DoliCloud of any change to its postal or bank details or any information necessary for the proper execution of the Services offered by DoliCloud. Any bill that remains unpaid after the due date is charged interest, automatically and without prior notice, at one-and-a-half times the prevailing prime rates of the applied currency.
** Any disagreement by the Client concerning the bill or the nature of the Services must be explained and sent via the email support service of NLTechno or sent to NLTechno in a registered letter incorporating a receipt acknowledgment within 15 days from the issue date of the bill (or pro forma bill). In the absence of such letter, the Client is deemed to have accepted the bill. All NLTechno bills (and pro forma/order form bills) are available to the Client online
through his control center.
Article III. Period, Renewal, Termination of Contract
Section 3.01 - Period and Renewal
The Contract takes effect on the day that the Client registers on the DoliCloud websites. The Contract will be tacitly renewed by the payment of the previous bill.
Section 3.02 - Contract Termination by the Client
The Client may choose to cancel the Contract at any time subject to one month's prior notice before its end date and/or renewal date. The Client can cancel the contract in either of two ways:
** By connecting via his Identifiers to his DoliCloud Account Administration through the control center interface or to a tool provided for this purpose;
** By sending a registered letter incorporating a receipt acknowledgement, to the registered office of NLTechno. The Client's termination may take effect in the current contractual period. The Client must pay all amounts due to the Company as at the effective termination date. If a payment made by the Client for an amount due is rejected, NLTechno may consider the Client to have terminated the contract as at the payment due date.
** NLTechno agrees to safeguard the data of the Client whose contract has been terminated for a period of 28 days after the effective termination date, after which DoliCloud can destroy the data without incurring any claim for damages from, or being liable for compensation to, the Client.
**Any sums due for services related to usage of DoliCloud Products and Services will remain due and must be paid by the Client within 15 days following the Contract termination date.
Section 3.03 - Contract Termination for Other Reasons
DoliCloud reserves the right to unilaterally terminate the Contract at any time if the Client does not comply with its contractual or legal obligations. The Client will be informed thereof by registered letter incorporating a receipt acknowledgment and will have access to the Service for a maximum of 15 days from the date it receives the registered
letter. DoliCloud will store the Client's data for 28 days after which DoliCloud may destroy the data, for which the Client may not claim any damages or compensation.
Article IV. DoliCloud Warranties, Obligations and Liabilities
Section 4.01 – DoliCloud Warranties
(a) DoliCloud does not guarantee the performance of the Services that it offers. The DoliCloud Software made available to the Client is considered "as it is", which means that it has not been specifically adapted to any particular purpose. The standard versions of this Software meet a certain number of requirements but may not cover all the specific needs of any particular Client. The Client is therefore responsible for verifying that the access services to the software that DoliCloud offers meets their actual needs and is responsible for ensuring all necessary precautions.
(b) DoliCloud does not guarantee that the Service will be free of anomalies or errors, or that any anomalies or errors will be corrected, or that the Service will operate without interruption or breakdown, or that it is compatible with any particular hardware or configuration other than that expressly stated by DoliCloud.
Section 4.02 - DoliCloud Obligations
(a) Access to Services
The Client acknowledges that DoliCloud delivers services grounded in complex information technology and that therefore DoliCloud's contractual commitment is on a best-endeavors basis. Under this commitment, DoliCloud agrees to take all possible steps to provide a quality service in accordance with best industry practice and the state of the art. DoliCloud will strive to provide 24/7 access every day of the year except in the case of force majeure as defined in the "Force Majeure" section below, in the event of breakdown, hoster failure, or maintenance necessary for the proper operation of Services and equipment. DoliCloud will take all possible steps to provide sufficient quality access to track changes in Client Service traffic. If traffic increases too rapidly, DoliCloud may be subject to delivery delays necessary for installing equipment or Internet lines or writing new Software. The Client acknowledges that the Software used on the server platform is grounded in a particularly complex field of information technology and that with the current state of knowledge it cannot be definitively tested nor proven by experience to cover all usage possibilities. The Client therefore
accepts the risk that the server platform may be imperfect or unavailable without such imperfection or unavailability implying tolerance on the part of DoliCloud.
(b) Service Interruption
Service will be interrupted for software updates (for example, installation of new software, installation of a new version of software including important changes to the database, etc) no more than twice a month. If absolutely necessary, NLTechno reserves the right to interrupt service to carry out technical maintenance or improvement to ensure the proper operation of its Services irrespective of the time and duration of the intervention. Service interruptions do not give Clients the right to claim for damages.
DoliCloud undertakes to take all reasonable precautions to ensure the material protection of data. However, DoliCloud will not be liable for any loss of Client data.
Section 4.03 - DoliCloud Liability
Under no circumstances will DoliCloud be held directly or indirectly liable for any harm caused to the Client or to a third party due to:
** the use of data accessible via the Internet
** the use of an DoliCloud Service, irrespective of the cause
** a failure caused by the Client improperly using the Service
** the unavailability or malfunction of a Service irrespective of the cause of the delay.
DoliCloud will therefore not be liable for direct or indirect, tangible or intangible harm caused by the use of a Service. The Client is free to subscribe to insurance covering this type of risk. DoliCloud Clients and Users release NLTechno, its sub-contractors and partners from all liability. In the event that DoliCloud were to be held liable, any
compensation may not exceed the amount of services billed for the offending Product or Service. The Client declares that it is fully aware of the risks and usage limits of the Internet. DoliCloud may not held liable for any of the following:
** Viruses contaminating the Client's data or software, the Client being responsible for protecting itself against viruses.
** Malicious intrusion by third parties into the Services subscribed by the Client, despite reasonable security measure put in place by DoliCloud.
** Fraudulent use of passwords, confidential codes or any confidential information that may affect the Client.
Section 4.04 - Confidentiality
In no event NLTechno, nor its partners, have the right to give, sell or use, for commercial purposes or not, the data entered by the user through the use of DoliCloud service.
Article V. Client Obligationss
(a) The Client hereby confirms that it has the necessary power, authority and ability to agree and execute the obligations in this contract.
(b) The Client agrees to communicate to DoliCloud, at registration and at any change of registration, accurate and updated personal or corporate details.
(c) The Client is fully and solely responsible for the use of Identifiers necessary to use the DoliCloud Services to which it subscribes. DoliCloud will not be held liable for any illegal or fraudulent use of Identifiers made available to the Client. Identifiers and their disclosure are considered to be confidential. The Client, to the exclusion of DoliCloud, is solely responsible for any suspected disclosure of a password whether intentional or not.
(d) The Client agrees to inform DoliCloud within 48 hours of any change concerning its situation and within 24 hours of any loss of password.
(e) The Client is fully and solely responsible for the data that it transfers and interrogates in the DoliCloud and that is made available to all Administrators and authorized Client Users. The Client agrees to comply with all legal and regulatory provisions in force, in particular those relating to information technology, files, data privacy and intellectual property, as well as third party rights, and in particular to make all required declarations to data protection authorities. The Client is therefore solely liable for the use of the data that it distributes and which it consults via the DoliCloud websites and its sub-domains. Using platform to make spamming is completely forbidden.
(f) The Client declares that it fully accepts all the legal obligations arising from ownership of its Services, and NLTechno SaaS may not be involved in this respect for any reason whatsoever, in particular in the event of a violation of laws or regulations applicable to the Client's services. Non-compliance by the Client of the points cited in GTS and the points cited in the special terms and in particular any activity that may incur civil and/or criminal liability will give DoliCloud the right to immediately and without prior notice suspend its Services to the Client and automatically and immediately terminate the Contract, without prejudice to the right to any damages and interests that DoliCloud may pursue.
(g) The Client must use DoliCloud Software in accordance with the specifications in the GTS or in online help for the Software provided.
(h) The Client acknowledges that it has verified that the Service is adequate for its needs and that it has received all necessary information and advice from DoliCloud to subscribe to this Contract under all circumstances. Moreover, the Client acknowledges that it has been fully informed by DoliCloud of the extent of its contractual obligations under the terms of this Contract.
(i) The Client acts as an independent entity and consequently assumes all risks arising from its activity. The Client is solely responsible for the Services subscribed, the content of the information and files transmitted, distributed or collected, their use and update.
(j) Any claim and/or dispute by the Client against DoliCloud must be submitted by the Client no later than 48 hours after the originating event, failing which it will lapse. The Client expressly agrees not to transfer, on either a free or paying basis, any or all of the rights and obligations it holds under this Contract.
Article VI. Force Majeure
For purposes of this GTS, force majeure is defined as an unforeseen and/or inevitable event beyond the control of DoliCloud such as, for example, a hoster failure. If force majeure prevents, restricts or disrupts the execution of the Contract, or any DoliCloud obligation under the Contract or this GTS, DoliCloud will be released from executing the contractual obligations concerned. In such a case, DoliCloud may request that this Contract be cancelled, with no obligation to pay any damages and with the right to all sums due as at the date of the termination request.
Under all circumstances, the defaulting party suffering the force majeure must keep the other party informed of the likelihood of such force majeure ending or recurring, and the obligations arising under this Contract will be suspended for the period of the force majeure.
Article VII. General Provisions
Section 7.01 - Severability
(a) This Contract supersedes all other previous offers and agreements concerning the same subject. The nullity of one of the clauses of the Contract due to a law, regulation or ruling of a competent court in a dispute will not nullify the remaining clauses of the Contract, which will continue with full force and effect on both parties.
(b) No provision of this Contract shall be deemed to have been set aside, enhanced or amended by either party unless such change has been issued beforehand in writing and signed by the authorized employees or agents of the parties as an addendum to this Contract expressly citing the decision to set aside, enhance or amend the application of said contractual clause.
(c) DoliCloud's failure to invoke a particular clause of this Contract at any given time, and/or the Client's failure to execute a particular contractual obligation, cannot be interpreted as a waiver by DoliCloud of its right to invoke any contractual clause or obligation. Notifications and communications in execution of this Contract must be sent to the parties' respective registered offices.
(d) Consequently, no special terms may supersede the GTS unless formally agreed in writing by DoliCloud. Any contrary provision invoked by the Client shall not apply to DoliCloud unless DoliCloud has expressly agreed thereto, irrespective when it was brought to the latter's attention.
Section 7.02 - Communications
For all electronic message exchanges of information between the Client and DoliCloud, the date and time of the DoliCloud server will be definitive. Such information will be stored by DoliCloud for the entire period of the contractual relationship with the Client. All notifications and communications pursuant to the General Terms shall be considered duly delivered if sent by registered letter incorporating a receipt acknowledgment, to:
- For NLTechno : NLTechno, rue camponac, Bloc 20, 33600 Pessac, France
- For the Client: The postal address and/or email address provided to DoliCloud
Section 7.03 - Advertising and Promotion
DoliCloud may refer to the services provided to the Client and its commercial documents for advertising purposes, shows, conferences and specialized publications in professional circles.
Article VIII. Applicable Law and Jurisdiction
Section 8.01 - Applicable Law
This contract is governed by Swiss law in both form and substance, excluding any provisions of Swiss law that may run contrary to this Contract.
Section 8.02 - Data Protection
Clients and prospective Clients who have sent personal data to DoliCloud have the right to access, correct, amend and delete the information relating to them. All Clients and prospective Clients can exercise this right by writing to NLTechno SaaS's registered office: NLTechno., 11 Place Saint Germain des longs près, 92100 Boulogne-Billancourt, France
Section 8.03 - Jurisdiction
In the event of a dispute with a Client who is not considered to be a consumer within the meaning of the French Consumer Code, jurisdiction is expressly assigned to the Arbitrary Court of Paris, notwithstanding a plurality of plaintiffs or introduction of third parties, including urgent or preventive measures, by application for summary proceedings or by repetition.
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DoliCloud is a trademark of NLTechno SARL.
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