Terms and Conditions of Sale
Updated on 15/10/2024
These General Terms and Conditions of Sale (hereinafter “GTC” or “Agreement”) apply to Software and Consulting (hereinafter “Software and Consulting”) provided by VOCADS (hereinafter “Vocads”) for its customers or partners (hereinafter the “Customer(s)” or Partners), hereinafter jointly the “Parties”.
It is expressly understood between the Parties that the purpose of these General Terms and Conditions is to provide Consulting services and/or one or more associated Licenses.
1. Definitions
● License: legal authorization granted by Vocads to the Customer allowing the Customer to use the Software under the specified terms and conditions.
● License Cycle: Starts on the Effective Date and runs for the License Term.
● Answer: Voice or written information given by a respondent to a question posed by the Software’s survey engine.
● Answer Credit: Number of Answers still available in the current license cycle.
● Preview credit: Number of survey previews still available in the current License Cycle.
● Consulting: Provision of support and advisory services.
● Signature date: Date of last signature on contract or quotation.
● Invoice date: Date on which the invoice is issued.
● Payment date: Date on which payment is due.
● Effective date: Start date of the License Cycle.
● Data: any information relating to an identified or identifiable natural person, directly or indirectly.
● Content: means any information, data or materials, including Personal Data, sent by Customer to Vocads.
● Software: platform for the creation, analysis and distribution of voice surveys.
2. License Access Rights Specifications and Billing
2.1. License Usage Rights.
The Client agrees to pay Vocads the fees corresponding to each License in accordance with the pricing and payment terms defined in Article 2.2, and these fees may be updated periodically. The client is billed on the Invoice Date.
Each license has a determined limit of Response Credits and Preview Credits valid for the duration of a License Cycle.
Response Credits are deducted for each response given by a respondent to a survey question. Preview Credits are deducted for each response given by a respondent to a preview survey question.
2.2. Billing and Payment Terms
The License is billed on a subscription basis, payable in advance by the client. The License will automatically renew at the end of the License Cycle, which starts on the Effective Date of the contract and runs for the period defined in the quotation or contract, unless the Client cancels the automatic renewal at least 90 days before the end date. In the event of contract termination, the Client will have access to the software until the end of the current billing cycle.
Invoices issued by Vocads are payable, net and without discount, on the Payment Date.
In accordance with Article L. 441-10 of the French Commercial Code, in the event of non-payment on its due date, any sum due to Vocads and not disputed by the Client will bear interest at a rate equal to three (3) times the legal interest rate, starting from the first business day of delay and without the need for a reminder.
In addition to the above, any late payment will automatically result in a flat-rate compensation for collection costs in the amount of forty (40) euros, as set by Article D. 441-5 of the French Commercial Code.
2.3. Price Modifications
Vocads reserves the right to modify its price list at any time. The modification will only take effect at the end of the current License Cycle.
If the Client disagrees with the new rates presented by Vocads, the Client will have the option to terminate their contract at the end of the License Cycle.
2.4. Account Management
2.4.1. Password Protection
When Vocads opens an account for the use of the License, it is the Client’s responsibility to protect their password and any other identifiers used to access the account.
The Client alone, and not Vocads, is responsible for the activities that take place on their account (other than activities for which Vocads is directly responsible and that are not performed according to the Client’s instructions), whether they are authorized or not. If the Client becomes aware of unauthorized access to their account, they must notify Vocads immediately.
User accounts for the software must not be shared and can only be used by one individual.
2.4.2. Email Addresses and Accounts
Vocads occasionally sends notifications to the email addresses associated with software user accounts. Users are therefore encouraged to update their email addresses and, if necessary, their personal contact information so that they are always current and accurate.
The Client guarantees the accuracy of the details of software user accounts.
2.4.3. Backups
It is the Client’s responsibility to maintain, protect, and back up their Content.
2.5. Account Suspension, Closure, and Termination
2.5.1. Account Inactivity
After notifying the Client, Vocads reserves the right to close the Client’s account and delete its Content if there is no activity on the account (e.g., no login or payment) for more than 12 months.
2.5.2. Termination by the Client
The Client may terminate their License by sending a request via email to their Vocads commercial contact or via hello@vocads.com.
Once the account is closed, it is no longer possible to access the software. However, a copy of the Content before the account is closed can be provided to the Client upon written request. The Client can also proactively delete their Content before terminating their License and closing their account.
If the Client terminates their License in the middle of a License Cycle, they will not receive a refund, unless the termination is due to Vocads having materially breached these Terms and Conditions and failed to remedy the breach within 30 days following written notice of termination.
2.5.3. Termination by Vocads
Vocads reserves the right to terminate the License at the end of a License Cycle by giving the Client at least 30 days’ written notice.
Additionally, Vocads may terminate the License at any time during a License Cycle by providing at least 90 days’ written notice and will issue a prorated refund for any period during which the software was not used, for one of the following reasons:
(a) the Client has materially breached these Terms and Conditions and has not remedied the breach within 30 days following written notice from Vocads;
(b) the Client has ceased its business operations or is subject to insolvency proceedings, and such proceedings are not dismissed within 90 days;
(c) the Client has not paid any amounts due 30 days after the due date;
(d) the Client is using the software in a way that creates legal liability for Vocads or disrupts the use of the software by third parties;
(e) Vocads is investigating suspected misconduct by the Client, including illegal activity;
(f) Vocads is required to do so in order to comply with applicable law. In the event of restriction, deactivation, suspension, or termination of the License, Vocads will endeavor, depending on the reason, to provide the Client with prior notice and allow the Client to obtain a copy of their Content. However, in the case of force majeure, Vocads may decide to take immediate action without prior notice. Vocads will use all commercially reasonable means to minimize the scope and duration of any restriction or suspension under this article if necessary to resolve the issue that led to such action. Except as indicated in the confidentiality section (Article 4) or as may be required by applicable law, Vocads has no obligation to retain the Client’s content following the closure of their account.
(g) In the case of irresponsible use of the platform, such as excessive demand on resources not coordinated with Vocads or unreasonable compared to the size of the contract.
3. Consulting Specifications and Billing
3.1. Billing and Payment Terms
Consulting services are billed in advance to the client.
Invoices issued by Vocads are payable by the Client, net and without discount, on the Payment Date.
In accordance with Article L. 441-10 of the French Commercial Code, in the event of non-payment on its due date, any sum due to Vocads and not disputed by the Client will bear interest at a rate equal to three (3) times the legal interest rate, starting from the first business day of delay and without the need for a reminder.
In addition to the above, any late payment will automatically result in a flat-rate compensation for collection costs in the amount of forty (40) euros, as set by Article D. 441-5 of the French Commercial Code.
3.2. Price Modifications
Vocads reserves the right to modify its price list at any time. The modification will only take effect at the end of the current License Cycle.
4. Confidentiality
The Parties agree to keep strictly confidential and not disclose or communicate to third parties, by any means, all information received from the other Party.
At the very least, sensitive information, particularly ethical, financial, economic, technical, or commercial information exchanged between the Parties or that the Parties become aware of in the execution of the Contract, regardless of the medium used for this transmission, is considered confidential. Each Party agrees to take all necessary measures to ensure that its staff complies with its confidentiality commitment.
The obligations in this article will not apply to information for which the receiving Party can prove that it is publicly known, was communicated to them without fault, was already known to them without any obligation to keep it confidential, or that the law or regulations require its disclosure, but only to the extent of this disclosure requirement.
This article will remain in effect throughout the duration of these Terms and Conditions and for Two (2) years after the termination of the contractual relationship between the Parties.
5. Protection of Personal Data
5.1. Preamble
This clause applies only in the event that Vocads has access to and processes, on behalf of the Client in the execution of the Contract, personal data (hereinafter referred to as « Data » or « Personal Data ») within the meaning of Article 4-1 of the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 (hereinafter the « Regulation »).
Otherwise, the Parties expressly acknowledge that this clause does not apply to them.
In this regard, the Parties declare that Vocads acts as a data processor within the meaning of Article 4-8 of the Regulation.
The Client, on the other hand, acts as a data controller within the meaning of Article 4-7 of the Regulation. Each Party undertakes to comply with all obligations arising from any regulation related to the protection of Personal Data, particularly the provisions of the Regulation. Vocads specifically agrees to comply with the provisions of Article 28(3) of the Regulation. In cases where Vocads has access to and processes Personal Data, the Client will provide Vocads with the list of data processing activities carried out on behalf of the Client in the execution of the Contract.
5.2. Data Retention Policy
5.2.1. General Policy
As a service provider and data storage provider, Vocads does not delete its clients’ Data as long as their License is active. As the data controller, the Client may request Vocads to delete the Data at any time. Vocads’ systems automatically delete clients’ Data one year after the expiration of the License.
5.2.2. Regarding Personal Data
As a service provider, Vocads commits to retaining Personal Data only for the strict needs of this Contract and undertakes to promptly delete Personal Data that is no longer necessary. Archived Data must be deleted without delay when the reason justifying their archiving no longer exists.
In the context of Consulting, Vocads may collect and process, on behalf of the Client, who is the data controller, the Personal Data necessary to execute the Contract.
As a service provider, Vocads commits to processing Personal Data only for the purpose(s) specified in the outsourcing agreement; to processing Personal Data according to the documented instructions of the Client; and under no circumstances processing Personal Data for its own purposes or on behalf of a third party.
5.2.3. Storage, Backups, and Replication
Encryption: Data at rest and in transit is encrypted using AES-256 to enhance security.
Automated Daily Backups: The system automatically performs daily backups of database instances. These backups are stored in a separate location from the main database to ensure redundancy and data protection.
Inter-regional Replication: Each database is replicated in real time to a different region than the original database to ensure high availability and disaster recovery. This ensures that the Client’s data is stored in multiple geographic locations for optimal resilience.
Point-in-Time Recovery (PITR): Vocads can perform a point-in-time recovery, allowing the database to be restored to a specific timestamp within the retention period. Backups are retained for up to 7 days.
5.3. Content
As part of its services, the Client may send Content to Vocads (including Personal Data and third-party Personal Data). The Client retains ownership of all intellectual property rights to the Content. Vocads does not claim ownership of the Content. These Terms do not grant any license or rights to the Content, except for the limited license described in these Terms and Conditions.
5.3.1. Limited License to Use the Content
The Client grants Vocads a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works, make available to the public, and otherwise exploit the Content, but only for the limited purposes of providing and improving services, as permitted by Vocads’ privacy notices.
Where applicable law allows, this limited license for these purposes continues even after the Client ceases using the License and Consulting services, with respect to aggregated and anonymized data derived from the Content and any residual backup copies of the Content made in the ordinary course of Vocads’ business (subject to Vocads’ retention policies). This license also extends to all trusted third parties with whom Vocads works.
Representations and Warranties:
The Client represents and warrants that it owns and controls the appropriate rights to its Content, including any third-party intellectual property rights.
5.3.2. Responsibility for Content
Vocads’ Software and Consulting services may display Content that does not belong to Vocads but to third parties. The entity providing this Content is therefore responsible for it. The Client is responsible for its Content and must ensure that it has all necessary rights and authorizations.
Vocads is not responsible for actions taken by the Client regarding its Content, including public sharing. Subject to applicable law, Vocads is not responsible for the Client’s Content, any other Content or third-party materials, or any loss or damage resulting from the use of this Content or other third-party Content or materials.
The Client acknowledges and agrees that Vocads may be required to review certain portions of its Content to determine legality or any potential violation of these Terms (such as when illegal content is reported).
Vocads will have the right, in accordance with applicable law, to modify, make inaccessible, delete, or refuse to display Content.
6. Intellectual Property
Each Party is deemed to be the sole owner of all know-how, copyrights, software, patents, trademarks, trade secrets, or other intellectual or industrial property rights and neighboring rights belonging to it as of the effective date of the Contract (hereinafter collectively referred to as « Pre-existing Works »).
Subject to the rights of use expressly granted under the Contract, no Party acquires rights to the other Party’s Pre-existing Works; the Client only benefits from a License for the use of said Software, and, where applicable, within the limits of the conditions stipulated in the Contract between Vocads and the copyright holder of said software.
Vocads reserves the right to use the insights it gains from the study and development of the Software and Consulting services on behalf of the Client, ownership of which is not transferred to it.
7. Third-Party Resources
In its Software and Consulting services, Vocads may publish links to websites managed by third parties. Vocads does not claim to have verified these third-party websites and disclaims any responsibility for these sites or their content. The trademarks appearing in connection with the Software and Consulting services are the property of their respective owners.
8. Liability
The Parties agree that Vocads’ obligations under the provision of its Software and Consulting services are obligations of means.
The Client is solely responsible, in particular, for how it uses them.
Vocads’ liability can only be invoked for direct damages suffered by the Client.
As a result, Vocads cannot be held liable in any circumstances for indirect or immaterial damages.
Indirect and immaterial damages refer to those that do not result directly and exclusively from the partial or total failure of Vocads’ provision of Software and Consulting services, including but not limited to any commercial harm, loss of clientele, loss of orders, business disruption, loss of profit, and damage to brand image.
Regardless of the nature, basis, and methods of any action taken against Vocads, in the event of proven fault on its part, the compensation due to the Client for the damage suffered, which the Client must fully and completely prove, as well as the causal link, shall not exceed an amount equal to or equivalent to the sums received by Vocads under the Contract in the twelve (12) months preceding the occurrence of the damage.
The Client waives seeking to hold Vocads liable for any loss or damage to files, computer memories, or any other documents that it may have entrusted to Vocads.
Vocads cannot be held responsible for the backup of the Client’s data, Software, and any other programs, which the Client is responsible for copying.
The Client waives any liability claim against Vocads by way of indemnification for damages suffered by third parties who used, directly or indirectly, the Software and Consulting services provided by Vocads.
These provisions, by express agreement of the Parties, apply in the event of summary proceedings, as in all other cases of court jurisdiction.
9. Other Conditions
9.1. Non-Solicitation of Personnel
Each Party agrees to the other not to solicit for hire, directly or indirectly, any person who has participated in the creation of the Software and Consulting services, for the duration of this Contract plus one (1) year from the termination of the contractual relationship defined herein and their amendments.
In the event of non-compliance with the above commitments, each Party agrees to indemnify the other by paying an amount equal to twelve (12) months of the gross salary of the solicited person.
9.2. Force majeure
Neither Party shall be liable to the other Party for failure to perform or delays in performing an obligation under this Contract due to the act of the other Party or a third party or the occurrence of a force majeure event, as defined in Article 1218 of the Civil Code and jurisprudence.
The Party experiencing the force majeure event must promptly inform the other Party of its inability to perform its obligation. In any case, the prevented Party must do everything in its power to limit the effects and duration of the force majeure event. If the event lasts beyond a period of thirty (30) consecutive days, this Contract may be terminated by either Party by registered letter with acknowledgment of receipt. Furthermore, in this case, the Client shall pay for all Software and Consulting services performed up to the date of termination.
9.3. Subcontracting
With the Client’s written authorization, Vocads may, if deemed necessary, engage a subcontractor for the provision of part of the Software and Consulting services, it being understood that Vocads shall remain solely responsible to the Client for any failure by its subcontractors to comply with the terms and conditions defined in this Contract.
9.4. Assignment
These General Terms and Conditions may not, under any circumstances, be subject to a total or partial assignment, for valuable consideration or free of charge, by either Party without prior approval from the other Party.
The Party whose approval is sought must notify its response within thirty (30) days of the request, with the absence of a response being interpreted as tacit acceptance.
Notwithstanding the above, each Party may freely assign these General Terms and Conditions to a subsidiary or in the context of a transfer of its business or all or part of its activities. However, it must inform the other Party in writing at least fifteen (15) days prior to the assignment.
9.5. References
Vocads reserves the right to include the Client’s name and its generic use case on a reference list, unless otherwise notified by the Client.
Under no circumstances shall this reference undermine the confidentiality commitment defined in the « Confidentiality » article.
9.6. Entire Agreement
These General Terms and Conditions express the entirety of the Parties’ obligations.
No indication or document shall create obligations under this agreement unless it is subject to an amendment signed by both Parties.
No general or specific condition contained in documents sent or delivered by the Parties shall be incorporated into this Contract.
The fact that one of the Parties does not invoke one or several provisions of this Contract shall not be interpreted as a waiver of the obligation in question for the future.
9.7. Titles
In the event of an interpretation difficulty between any of the titles appearing at the beginning of the clauses and any of the clauses themselves, the titles shall be deemed non-existent.
9.8. Language
These General Terms and Conditions are written in French.
In the event of documents written in another language and in the case of a conflict between the Parties, only the Contract and contractual documents written in French shall be considered legally valid.
9.9. No Waiver
Any failure or delay by a Party to enforce a provision under these Terms shall not constitute a waiver of its right to rely on it subsequently.
10. Governing Law in Case of Dispute
The Contract is governed by French law.
In the event of a dispute between the Parties regarding the formation, validity, interpretation, or execution of the Contract, the Parties agree to seek an amicable solution before taking any legal action.
If this attempt fails, any dispute will be submitted to the competent courts within the jurisdiction of the Court of Appeal of Paris.
