TERMS AND CONDITIONS OF USE (CGU)
GENERAL TERMS AND CONDITIONS OF SALE (GCV)
SERVICE LEVEL AGREEMENT (SLA)

Preamble

KA-Groupe – MAGILEADS is specialized in providing IT services in SaaS mode. The list of IT services and applications likely to be made available to the Customer has been made known to him on the company’s website, www.magileads.eu or when a commercial proposal is transmitted.

The services offered by MAGILEADS are accessible remotely via the Internet.

The Customer wishes to use an external IT solution for the needs of his company.

In witness whereof it is agreed and determined as follows

Glossary

URL address: A set of data that allows access to Internet information on a web browser. It contains the name of the server and the path to the document.

Applications: Refers to all programs and software solutions made available to the Customer in SaaS mode.

Customer: Any individual or legal entity, signatory of the present general conditions of sale.

Contract: This document is referred to as the Contract.

Data: Refers to all Customer information and data generated by or processed through the implementation of applications.

Customer area: Secure area on the website www.magileads.eu, accessible only to MAGILEADS customers, allowing them to access their personal data, download their quotes and invoices, and make payment.

Internet: Refers to all interconnected networks, which are located in all regions of the world.

SaaS: Software as a service is a concept that consists of offering a subscription to software provided “as a service”, rather than purchasing a license.

Services: Refers to all services and software solutions that MAGILEADS undertakes to provide to the Client in execution of the Contract.

Solution: ” IT Solution” or “Software Solution” refers to the services, software and infrastructure made available to the Customer.

Article 1. Object

These General Terms and Conditions of Sale apply to all services provided by MAGILEADS to its professional customers, regardless of the clauses that may appear in the customer’s documents, particularly its general terms and conditions of purchase.

The contract is made up of the following contractual documents, presented in hierarchical order of decreasing legal value:

  • General terms and conditions of sale and service;
  • Any subsequent amendment to this contract

In the event of a contradiction between one or more provisions contained in one of these documents, the higher-ranking document shall prevail.

Any stipulation to the contrary appearing on any other document is deemed unwritten (email, fax…). It is understood that any modification, particularly handwritten, whether it concerns an essential element or not, or whether it consists of the addition or deletion of an element whatsoever, must be expressly accepted in writing by the parties.

Article 2. Duration of the contract

The present General Terms and Conditions of Sale and Service come into force as from the first of January two thousand and twenty-two (01/01/2022) for an indefinite period.

Article 3. Commercial proposal

It is the Customer’s responsibility to be exhaustive in stating his own needs, to assess their suitability for the software solution, and to ensure that he has the necessary skills to use it.

The Client acknowledges having been informed of the need to be assisted by MAGILEADS or by any other professional of its choice, in order to evaluate its needs and to be able to use the SaaS Solution in accordance with the conditions set forth herein.

Article 4. Ordering

Sales shall be deemed to be perfect after a commercial proposal has been drawn up and MAGILEADS has expressly accepted the Client’s order in writing.

When the customer places an order on the Internet, the sale will be complete when MAGILEADS acknowledges receipt by the customer of the order form filled out online and payment.

All requests for modification and addition of services in an order will only be validated upon express written acceptance of the parties.

Cancellation of the order by the Client after its acceptance by MAGILEADS, for any reason whatsoever, shall result in the full invoicing of the service, as damages, in compensation for the loss.

Article 5. Price

The services offered by MAGILEADS shall be provided at the rates in force when the order is registered by MAGILEADS, in accordance with the commercial proposal drawn up by MAGILEADS. The prices are expressed in Euros excluding tax. Prices will be revised at each annual due date according to the evolution of the Syntec index.

Article 6. Terms of payment

Payment terms may differ depending on the service provided.

The deposit is due on the day the order is placed, the balance is due on the day the invoice is issued.

When a schedule is included in the commercial proposal, the price is payable in several installments, in the form and within the deadlines set by the schedule.

An invoice shall be drawn up by MAGILEADS and given to the Client, or made available to the Client in the Client Area, when the services ordered are provided.

No discount is granted by MAGILEADS.

Any disagreement concerning the invoicing and the nature of the services must be expressed by mail to the attention of the Accounting Department, located at 40 rue de plaisance, 75014 Paris, or by e-mail at compta@magileads.net within one (1) month after the issue of the purchase order or invoice concerned.

Payments made by the customer shall not be considered final until MAGILEADS has effectively collected the sums due.

In the event of late payment of the amounts due by the Customer as shown on the commercial proposal and/or the invoice, late payment penalties will apply, in addition to a fixed indemnity, pursuant to Decree N°2012-1115 of 02/10/2012, for collection costs of 40 EUR.

As a penalty clause, any failure to pay will result in the payment, without prejudice to any other remedy, of 15% of the sums due and unpaid.

These penalties shall be automatically acquired by MAGILEADS, without any formality or prior notice.

Any delay shall also result in the immediate payment of all sums owed by the Client, without prejudice to any other action that MAGILEADS may be entitled to take against the Client in this respect.

In addition, MAGILEADS reserves the right, in the event of non-compliance with the above payment conditions, to suspend or cancel the provision of services ordered by the Client and/or to suspend the execution of its obligations. The suspension of a service does not result in the suspension of its billing.

Article 7. Term commitment and renewal

MAGILEADS services are subject to a one (1) year commitment unless otherwise stated on the commercial proposal accepted by the Client.

The subscription will then be tacitly renewed for successive periods of one (1) year, unless terminated by the Customer in accordance with the conditions set forth herein.

Upon renewal, the applicable taxes and fees will be those in effect on the day of renewal.

Article 8. Delivery

MAGILEADS undertakes to make its best efforts to provide the services requested by the Client within the deadlines set out in the Commercial Conditions.

However, these deadlines are communicated as an indication and a possible overtaking will not give place to any damage and interests, withholding or cancellation of the order by the Customer.

If the services ordered have not been provided within one (1) month after the indicative date specified above, for any reason other than force majeure or the fault of the Customer, the sale may be cancelled at the written request of the Customer. The sums paid by the Customer will then be returned to him.

In the absence of reservations or claims expressly made by the Customer upon delivery of the products and services, they shall be deemed to be in conformity with the order, in quantity and quality.

The Customer shall have eight (8) days from the provision of the services to express such reservations or claims by mail to the attention of the Accounting Department, or by e-mail tocompta@magileads.net, with all the related supporting documents.

No claim can be validly accepted in case of non-compliance with these formalities and deadlines by the Customer.

Article 9. Responsibility of MAGILEADS

MAGILEADS shall in no case be held liable for any indirect damage suffered by the Client that may arise from or in connection with the execution of this Contract and its consequences. Indirect damage shall be understood to include, but not be limited to, loss of earnings or profits, loss of data, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Client, notwithstanding the fact that MAGILEADS has been warned of the possibility of their occurrence.

In any event, the liability of MAGILEADS in the event of damage to the Client, for any reason whatsoever and regardless of the legal basis invoked and retained, all damages combined and accumulated, shall be expressly limited to the following amounts: When such damage is related to the implementation or deployment of the software solution, two (2) times the amount of the costs related to the commissioning of the solution: Commissioning costs, specific developments, and consulting. The amount of fees related to license fees and training are expressly excluded.

This clause is considered essential and determining by MAGILEADS which cannot contract without it. The Client undertakes to inform MAGILEADS, in writing, in the event that the sums guaranteed are insufficient to cover any risk incurred for its data and/or its activity.

The Customer will then have to subscribe to a complementary insurance service in order to provide sufficient guarantees.

Article 10. General warranties

MAGILEADS expressly guarantees the conformity of the products and services ordered with the contractual documents.

MAGILEADS guarantees the Client that any service, software solution, documentation or other element covered by intellectual or industrial property rights belonging to a third party or to MAGILEADS itself, which it uses or makes available, does not infringe the intellectual or industrial property rights of third parties.

If all or part of the service provided by MAGILEADS is found to constitute counterfeiting, unfair competition or any other violation of intellectual property rights, MAGILEADS shall either obtain the right for the Client to continue to use the computer services, which are the subject of the action in question, or replace them with equivalent elements that do not constitute the violation of the rights complained of, or modify the Services to avoid said violation.

The warranty obligation does not apply if the Customer has made changes to the software solution or had them made.

The Client guarantees that it has obtained the necessary authorizations when it asks MAGILEADS, in the context of providing services, to use any software solution, documentation or other element covered by an intellectual or industrial property right belonging to a third party.

The Client shall hold MAGILEADS harmless for any complaint, claim, action for infringement or unfair competition relating thereto, and shall bear any amounts, costs and expenses relating to such infringements and borne by MAGILEADS.

Article 11. Privacy

Definition of Confidential Information

For purposes of this Agreement, the term “Confidential Information” shall mean any information, data, documents of any kind of a Party that are transmitted or made known to the other Party in writing or orally or by any other means and including without limitation any technical, commercial, strategic, financial information, studies, specifications, software, components, products and equipment

Confidential Information does not include information that is publicly available, or that is publicly disclosed without breach of a contractual or legal obligation of confidentiality.

Protection of confidential information

The Party receiving the Confidential Information undertakes to the other Party that the Confidential Information will be protected and kept strictly confidential and will be treated with care.

Any disclosure of the Confidential Information to a Third Party is prohibited without the prior written consent of the other Party.

Internally, i.e., within the contracting companies, Confidential Information may be transmitted only to persons who need to know it and only for the purposes for which it was disclosed.

This confidentiality undertaking shall continue for a period of five (5) years from the date of termination of the relationship between the Parties for any reason whatsoever.

Sensitive data

When communicating so-called “sensitive” data, the Client shall formally notify MAGILEADS, in writing, so that the processing of such data is subject to specific control.

MAGILEADS will implement the appropriate technical and organizational measures to protect this “sensitive” data, which will then benefit from a higher level of protection, particularly in the context of data transmission over the network.

The implementation of exceptional protection procedures may be subject to specific invoicing.

Authorized third parties

MAGILEADS is expressly authorized to exchange any Confidential Information relating to the Services with Third Parties who have been designated by the Client for their own missions: accountant, IT service provider, partner and/or investor, consultant, logistics service provider, etc.

The customer shall inform MAGILEADS in writing of any limitation it intends to apply to this clause.

The Customer shall be responsible for the processing of Confidential Information by such Third Parties in the same manner as the Customer.

Advertising and promotion

The Client expressly authorizes MAGILEADS to take advantage of the services provided to it, and in this context authorizes the reproduction of its logo and its brand on any advertising, communication, whatever the medium.

Article 12. Security

MAGILEADS uses technical and organizational measures to prevent any access to or fraudulent use of the data transmitted to it, and to prevent their loss, alteration and/or destruction.

Backup procedures

MAGILEADS shall regularly and redundantly back up the data stored by the Client for its activity, in accordance with Article 34 of Law No. 28-17 of January 6, 1978 relating to information technology, files and freedoms, which provides that: ” The data controller is required to take all necessary precautions, in view of the nature of the data and the risks presented by the processing, to preserve the security of the data and, in particular, to prevent them from being distorted, damaged or accessed by unauthorized third parties (…) “.

To complete these devices, the Customer must implement an independent, recurring and reliable backup procedure, using the extraction functionalities made available to him by means of the software solution, or via the Customer Area.

Access to the software and/or to the Customer Area

The identifiers to access the software solution and/or the Customer Area must be defined or redefined by the Customer. These identifiers are personal and confidential.

The Customer is fully responsible for the use of the login and the custody of the associated access codes and assumes responsibility for the security of its computer equipment.

Article 13. Operating data

The data used, processed, hosted, saved or stored by MAGILEADS on behalf of the Client shall remain the property of the latter.

Access to the data is reserved for the Customer only. However, the Client is hereby informed and accepts that MAGILEADS may also access such data for the sole purpose of carrying out its mission and improving the quality of its services.

The Client is responsible for the processing of personal data and retains full control of the data to which MAGILEADS may have access within the framework of the contractual relationship.

MAGILEADS acts only as a subcontractor in the sense of the legal provisions relating to the protection of personal data, provisions which it undertakes to respect.

MAGILEADS undertakes not to undertake any act on the elements made available to it by the Client that could constitute an infringement of rights or a counterfeit.

MAGILEADS undertakes not to exploit or use the personal data contained in the IT system for its own purposes or on behalf of third parties.

The Customer shall be responsible for any declaration and/or administrative steps (in particular any declaration to the CNIL), necessary for the collection and recording of personal data that he/she enters via the IT Solution.

The Client shall hold MAGILEADS harmless for any complaint or claim relating to the use of the IT Solution by the Client itself, or by any third party to whom it has given access, and shall bear any amounts, costs and expenses relating to such infringements and borne by MAGILEADS.

Article 14. Customer’s responsibility

It is reminded that the execution of the Contract requires active collaboration between the Client and MAGILEADS, as well as the provision of honest information.

The Client undertakes to make available to MAGILEADS all documents and information necessary for the performance of the agreed services and to take all organizational measures to ensure the collaboration of its personnel with MAGILEADS.

The Client shall implement all the means necessary for the success of its project, and in particular :

  • Appoint a Project Manager who will have decision-making authority with respect to the solutions proposed by MAGILEADS;
  • Subscribe to a service contract in line with your needs;
  • Ensure the training of its personnel.

In the event that the Project Manager is no longer available to follow up on the said project, or in the event that he leaves the Client’s company, the latter undertakes to take all necessary steps to make up for this deficiency, in particular by appointing a new contact person and reorganizing a training course.

Furthermore, when all or part of the services are performed at the Client’s premises, the Client undertakes to provide MAGILEADS personnel with working conditions adapted to their needs.

Unless otherwise agreed, the Customer is also responsible for the acceptance of the software solution.

The Client acknowledges having been informed of the need to be assisted by MAGILEADS or by any other professional of its choice, if it deems that it is not in a position to carry out the test procedures prior to putting the IT solution into service.

Article 15. Insurance

Each party shall be liable for any direct and proven loss and/or damage caused to the other party as a result of the improper performance of its obligations under this Agreement.

Each party declares that it is insured with a company known to be solvent and maintains all insurance policies up to date, to cover all damages caused to the other party or to any third party as a result of the obligations of this contract.

The insurance policies taken out must necessarily cover, as a minimum, the following damages

  • Traditional civil liability: Premises, persons, bodily injury, etc.
  • Computer liability: Computer system, data, operating loss.

Each party will provide proof of such at the first request of the other party.

Article 16. Termination / Suspension

Termination without default

The Customer may, subject to compliance with its contractual commitment, terminate this contract without having to justify its decision, subject to compliance with a notice period of one (1) month, by registered letter with acknowledgement of receipt or by e-mail to the following address: compta@magileads.net. In this case, no refund will be due by MAGILEADS. The Customer undertakes to pay immediately all sums and costs remaining to be paid under this contract.

MAGILEADS may terminate the present contract at any time during its execution, by right and without having to justify its decision, subject to six (6) months’ notice by registered letter with acknowledgement of receipt. MAGILEADS undertakes to reimburse the Client the pro rata price paid for the period of the contract not performed.

Termination in case of default

In the event of a breach by either party of any of its obligations under the contract, which is not remedied within thirty (30) days of a registered letter with acknowledgement of receipt notifying the breach in question and addressed by the complaining party, the contract shall be terminated by operation of law, without prejudice to any damages that may be claimed from the defaulting party.

The date of notification for the letter specifying the breaches in question shall be the date of first presentation, in the case of registered letter with acknowledgement of receipt, failing which the date of the postmark.

This contract may be terminated by operation of law in the event of force majeure.

Article 17. Reversibility

In the event of termination of the contractual relationship, for whatever reason, MAGILEADS undertakes to return or destroy, at the customer’s discretion, all data belonging to it.

The return or destruction will be carried out within thirty (30) days from the receipt of a request sent by registered letter with acknowledgement of receipt.

In case of restitution, the data will be transmitted to the customer in a standard format readable in an equivalent environment. Nevertheless, it is understood between the parties that MAGILEADS does not guarantee either the compatibility of the restitution format with the Client’s computer application intended to receive them, or the integration time of said data.

On request and subject to invoicing of an additional service, MAGILEADS may assist the Client in order to facilitate the recovery of data.

These assistance services will be billed at the current rate.

The Client is informed and agrees that MAGILEADS shall proceed to delete all of its data after a period of one (1) month following the termination of a product or service provided by MAGILEADS and in the absence of a request for restitution.

Article 18. Non solicitation of staff

The Client shall refrain from hiring or having any MAGILEADS collaborator participating, or having to participate, in the execution of the Services, directly or through an intermediary, without the express prior agreement of MAGILEADS, even if the initial request is made by the collaborator himself.

This waiver is valid for the entire duration of this contract, and for a period of two (2) years after the end of any service provided by MAGILEADS.

Should the Client fail to comply with this obligation, it undertakes to compensate MAGILEADS, in particular for selection and recruitment expenses, training costs, and damages resulting from commitments already made, by immediately paying it a lump sum excluding tax, plus VAT, equal to three (3) times the new gross annual remuneration of the person in question, or, if this is higher, three (3) times his or her former gross annual remuneration.

Article 19. Intellectual Property

The Customer is and remains the owner of all the data it uses via the application services under the Contract.

MAGILEADS is and shall remain the owner of the property rights relating to all elements of the application services and solutions made available to the Client, as well as more generally to the IT infrastructure implemented or developed within the framework of the Contract.

The Agreement does not grant the Customer any ownership rights to the Solutions. The temporary provision of the solutions under the terms of the Contract shall not be construed as the transfer of any intellectual property right to the Customer, within the meaning of the French Intellectual Property Code.

The Customer shall not reproduce any element of the software, or any documentation concerning it, by any means whatsoever, in any form whatsoever and on any medium whatsoever.

Article 20. Various

No waiver

It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the undertakings provided for in the Contract, regardless of the form, frequency or duration thereof, shall not be deemed to constitute a modification of the Contract, nor be likely to create any right whatsoever.

Severability of clauses

If any of the provisions of this contract are found to be invalid under any applicable law or any final court decision, they shall be deemed to be unwritten, but this shall not invalidate the contract or affect the validity of the other provisions. The fact that either party does not claim the application of any clause of the contract or acquiesces in its non-performance, whether permanently or temporarily, shall not be construed as a waiver by that party of its rights under that clause.

In this case, the parties shall replace the cancelled provision with a valid provision corresponding to the spirit and purpose of the contractual terms and conditions, as far as possible.

Titles

The headings of the articles herein are for convenience of reference only and have no contractual value or special meaning by themselves.

Changes

The present General Conditions of Sale may change at any time. Any new order implies full acceptance of the new General Terms of Sale.

Notifications

All mail addressed to MAGILEADS must be sent to the address of its headquarters: 40 rue de plaisance – 75014 Paris – France.

Circulation of the contract

The present contract being concluded “intuitu personae”, the parties refrain, on the one hand, from transferring, for any reason and in any form whatsoever, whether in return for payment or free of charge, the contract or any of their rights and obligations to a third party and, on the other hand, from entrusting a third party with the performance of all or part of their contractual obligations.

Computer evidence

Unless there is proof to the contrary, the data recorded by MAGILEADS via its WEB site www.magileads.eu and/or the Software Solution shall constitute proof of the transactions between MAGILEADS and the Client.

Article 21. Jurisdiction – Law Applicable

This contract is subject to French law, even if one or other of the parties is of foreign nationality and/or the services are performed in whole or in part abroad.

Prior to any legal action, the parties agree to seek an amicable solution through conciliation or negotiation.

In case of failure to find an amicable solution, any dispute relating to the formation, interpretation or execution of this contract is, even in case of emergency, the exclusive competence of the courts of PARIS, whether or not there is a plurality of defendants or calls for guarantee. This jurisdiction also applies to summary proceedings.

SERVICE LEVEL AGREEMENT (SLA)

Preamble

MAGILEADS is specialized in the provision of IT services in SaaS mode. The list of IT services and applications likely to be made available to the Customer has been made known to him on the company’s website, www.magileads.eu or when a commercial proposal is transmitted.

The services offered by MAGILEADS are accessible remotely via the Internet.

The Customer wishes to use an external IT solution for the needs of his company.

Glossary

Software as a Service: The terms “Software as a Service”, “SaaS Software”, “Subscription Service”, “Software”, “Application”, refer to software provided through a subscription and including services.
Primary and Ancillary Service: A primary service is a service that can be operated independently of any other service.

A supplementary service (or new service) is necessarily attached to a main service: Option or add-on module for example.

User permissions: “User permissions” are settings affecting a User, allowing him/her to extend or limit his/her rights and powers on the application.
User: Refers to any person accessing the software solution.
Administrator User: Means a User of the application with extended or full User Permissions on the Software.
End User / User Access / User Account: Refers to employees or any other natural or legal person to whom the Customer has entrusted identifiers allowing access to the software solution.
Identifiers: Designate the User’s own identifier (login) and the connection password (password).
Farm data: Refers to the data entered and generated by the application.
Stored Files: Means any file uploaded for storage in the application, the original of which is retained by the Customer.
Initial order and additional order: An initial order is the order of a main service with or without additional services.

An additional order is a subsequent order for additional services.

Article 1. Object

These Special Conditions apply to the supply of any SaaS Software by MAGILEADS to professional customers, regardless of the clauses that may appear in the Customer’s documents, and in particular its general terms of purchase.

The use by the Client of SaaS IT solutions marketed by MAGILEADS necessarily entails acceptance of these conditions. Any modification of these provisions will be opposable to the Customer as soon as it is communicated and by any means whatsoever.

Article 2. Order and delivery of subscriptions

Activation of the application

After MAGILEADS has received the order, the Customer shall receive by email the instructions, as well as an identifier and a password allowing him/her to access the Application.

The date the instructions are provided will be recognized as the date of delivery of the service ordered.

Once the password has been issued, MAGILEADS is no longer responsible for it. The Customer is therefore invited to modify it immediately.

Creation of additional user accounts

Within the framework of the use of applications provided by MAGILEADS, the user may have the possibility of creating new user accesses.

These user accesses are invoiced according to the tariff conditions in force as soon as they are activated.

Activation of additional services

Within the framework of the use of applications provided by MAGILEADS, the user may have the possibility of activating additional services.

These new services are billed according to the tariff conditions in force as soon as they are activated.

User permissions

Customer is solely responsible for the distribution of user accesses and the allocation of Permissions within the provided applications, in particular when such accesses allow to trigger such additional commands.

Article 3. Financial conditions

In exchange for the right to use MAGILEADS software, associated with assistance and maintenance services, the customer must pay a fee, also called a subscription.

The billing frequency of this subscription is adapted to the commitment period of the subscribed service.

All subscriptions are invoiced in arrears. The subscription is compulsory paid by monthly direct debit or by recurrent payment by credit card. Payment by check, bank transfer or money order must be requested by email to the administrative department at compta@magileads.net and accepted in advance by MAGILEADS.
The guarantees granted by MAGILEADS with regard to the security of transactions are identical to those obtained by MAGILEADS from the publisher of the payment systems.

In the absence of elements to the contrary provided by the customer, the computerized records, stored in the computer systems of MAGILEADS and its partners in reasonable conditions of security, will be considered as proof of communications, orders, validations and payments between the customer and MAGILEADS.

This information will be deemed authentic between the parties unless the customer provides written proof to the contrary.

Invoices issued shall be immediately available in the customer area accessible from the MAGILEADS website, access to which is reserved for the Customer, and for which only the Customer knows the identifiers.

Invoices are payable upon issuance.

If the Client fails to pay the subscription price by the due date, MAGILEADS may, at its discretion, suspend the execution of the contract.

Suspension of service does not result in the termination of billing. To reactivate its account, the Client shall pay by credit card, from its customer area, all amounts due to MAGILEADS.

Article 4. Duration of commitment

Subscription

The subscription to the service, which can start with a free trial, is automatically extended at the end of each period. Any period started is charged in full.

Renewal

The renewal of the contract is tacit and automatic, unless terminated by the customer in accordance with the provisions herein. Upon renewal, the commitment period is extended for a period equivalent to the billing period chosen by the customer.

Additional command

The additional order of additional user account(s) does not change the initial commitment period. These accounts are subject to a 1 (one) month commitment.

Additional orders for additional services are subject to a time commitment that may vary depending on the service subscribed to. The Customer will be informed of the duration of this commitment when ordering, by default it is one month.

When this period exceeds the length of the commitment to which the main service is subject, the commitment to the main service is deferred accordingly.

Article 5. Access to the solution

The SaaS Solution is available on the Internet, via a URL provided by MAGILEADS. When the Client provides a URL, it is complementary to the one already provided by MAGILEADS. Both URLs work simultaneously.

The Customer is solely responsible for the proper functioning of the URL he provides. It must ensure that its settings are in accordance with the guidelines of MAGILEADS.

MAGILEADS reserves the right to refuse the use of a URL provided by the Client.

Article 6. Software Compatibility

In order to use the SaaS solutions, the Customer must have adequate computer equipment and an Internet connection of sufficient quality.

Unless otherwise specified herein, the warranties provided to the Customer are limited to the reference environment described below:

  • Computer equipped with at least a 2 GHz processor, 4 GB of RAM and 64 MB of graphics memory;
  • Screen with a minimum resolution of 1024 by 768 pixels;
  • ADSL, cable or fiber internet connection
  • MS Windows, Mac OS or Linux operating system
  • Latest version of Google or Firefox web browser

When the Software file extends the compatibility criteria, these mentions are provided as an indication and cannot engage the responsibility of MAGILEADS.

When the Software sheet restricts the compatibility criteria, these mentions are provided on an imperative basis and the Customer must comply with them when using the Software.

The customer is informed that MAGILEADS does not control the technical developments of Internet browsers. In the event of incompatibility of the Software with the browser, linked to an evolution of the latter, MAGILEADS shall have a period of thirty (30) days to develop the software accordingly.

In case of technical impossibility, MAGILEADS may modify the application requirements.

Article 7. Technical resources, data volume

The hosting of the SaaS Solution provided by MAGILEADS is characterized by material resources, including disk space consumed by the customer’s files, the space used by its data, computing power and bandwidth.

Quotas and restrictions on the use of these hardware resources are specified on the description sheet of the chosen SaaS Solution, and depend on the number of declared user accesses.

To ensure the processing of the Customer’s data, quotas and restrictions on the quantity of the same type of data processed may be applied, and are specified on the description sheet of the chosen SaaS Solution.

In the event of non-compliance with one of these quotas, the Customer will have to subscribe to a service adapted to his consumption.

Article 8. Security

The Client shall be solely and totally responsible for the use, conservation and confidentiality of identifiers and passwords allowing access to software provided by MAGILEADS.

The Customer is responsible for defining its own IT security policy, and must implement it through organizational and material means adapted to its challenges.

Hacking or fraudulent access

In the event of piracy or fraudulent access to the software, MAGILEADS may suspend access at its discretion, immediately and without notice.

This interruption does not entitle the Customer to any compensation.

Article 9. Backup

Operating data

As part of its Services, MAGILEADS shall ensure that the Customer’s operating data is backed up every 48 hours.

MAGILEADS undertakes to restore a backup according to the following procedures:

  • Free of charge, in case of technical problems attributable to MAGILEADS;
  • As an additional service invoiced at the current rate, for any other reason (in case of handling error, malicious use of the solution, etc.).

As part of the free restoration of a backup, MAGILEADS restores the backup in its entirety and can not respond to requests for partial restoration of data.

File storage

In the case of files imported by the Customer into the SaaS Solution, the Customer is responsible for and will personally ensure the preservation of the original files on an independent computer system.

Test, training or free applications

The data contained in these applications are not saved, nor are they subject to the guarantees provided by MAGILEADS.

Article 10. Availability commitment

Access to Services

MAGILEADS shall make the SaaS Software available to the Client via the Internet, 7 days a week and 24 hours a day.

However, MAGILEADS reserves the right to restrict access to the SaaS Solution in whole or in part in order to ensure maintenance.

MAGILEADS shall inform the Client of such operations by any means.

Maximum downtime rate of the Software

The maximum monthly downtime of the Software is set at 1% (one percent) of the time.

Maintenance periods performed between 8 p.m. and 8 a.m. are not counted in this measure.

MAGILEADS shall not be held responsible for difficulties in accessing SaaS Solutions due to Internet network disruptions.

Penalties

If this unavailability tolerance is exceeded, the Client shall be entitled to claim payment of a penalty from MAGILEADS.

For each hour of unavailability beyond the maximum monthly rate defined, the amount of the penalty due will then be equal to 1/100th of the monthly billing for the service concerned, during the month in which the excess was noted.

The amount of this penalty cannot exceed the amount of the monthly invoice.

Measurement of the availability rate

MAGILEADS implements procedures to control the availability rate and undertakes to communicate the information resulting from this control in a truthful manner.

In the event that the Client contests the measures taken by MAGILEADS, it may implement a contradictory control solution subject to informing MAGILEADS with 7 (seven) days’ notice.

All costs related to this control will be borne by the Customer.

Article 11. Commitment to fluidity

Commitment to service fluidity

MAGILEADS undertakes to respect a suitable response time for the user in terms of fluidity of service.

This suitable response time is assessed according to the technical constraints of the service used and the frequency of consultation of the latter.

For the display of current pages, a maximum average delay of 5 (five) seconds must be respected by the application.

For the display of search results, a maximum average delay of 10 (ten) seconds must be respected by the application.

Excluded from this maximum average time are the pages :

  • allowing the import or export of data,
  • display of advanced search results,
  • to display summary tables or statistics,
  • to download files,
  • of batch processing.

These commitments shall only be binding on MAGILEADS if the Client strictly complies with the quotas and restrictions provided for in the contract.

Measurement of service fluidity

MAGILEADS implements procedures to control the fluidity of services and undertakes to communicate the information resulting from this control in a truthful manner.

The measurement of service fluidity is based on a set of 10 successive measurements, spaced at least 1 hour apart, over a maximum period of 24 hours.

In the event that the Client contests the measures taken by MAGILEADS, it may request the implementation of a contradictory control procedure.

All costs related to this control will be borne by the Customer.

In the event of a proven failure on the part of MAGILEADS, the cost of the tests invoiced by MAGILEADS shall be fully reimbursed to the Client, and MAGILEADS shall correct the anomaly within a reasonable period of time and carry out new measurements free of charge.

Article 12. Requests for intervention

In order to ensure a quality service, MAGILEADS provides user support and corrective maintenance.

These interventions are provided as part of the access to the SaaS Service under the conditions set out in the General Support Conditions.

Article 13. Third Party Systems

Within the framework of the SaaS Service, the commitments of MAGILEADS only concern software published and supplied by MAGILEADS.

In particular, MAGILEADS shall not be held responsible for malfunctions originating directly or indirectly from a third-party computer system.

Article 14. Updates

Minor update

These updates concern slight modifications of the application, and fixes to malfunctions.

Minor updates are performed by the Customer and do not require any special technical skills.

Major update

These updates bring new features and sometimes significantly change the behavior of the software.

Major updates are carried out by MAGILEADS, free of charge or for a fee.

Article 15. Cancellation

In the event of a serious breach by one of the Parties of any of the obligations resulting from the contract, the other Party may put it on notice, by registered letter with acknowledgement of receipt, to remedy this breach within a maximum period of one (1) month, in accordance with this clause.

If such default(s) is (are) not remedied within one (1) month, then the contract shall be automatically terminated without notice or judicial formality.

Termination on the Customer’s initiative

When the subscription starts with a trial period, the Customer can, during the whole trial period, cancel his subscription at any time by sending a simple email to compta@magileads.net. Any termination request made before the end of the trial period is not subject to any notice and will not be charged.

In all other cases of cancellation of a subscription, and whatever the reason, the customer must send his request for cancellation by email to compta@magileads.net. Cancellation of the subscription is subject to a one-month notice period. MAGILEADS shall be entitled to payment of services rendered up to the date of effective termination, which shall take place at the end of the one-month notice period that began upon receipt of the termination request, and in compliance with the duration of your commitments.

Termination on the initiative of MAGILEADS

Termination of this contract in the event of contractual non-performance of one of its obligations by the Client shall automatically and by operation of law result in the forfeiture of all sums owed by the Client to MAGILEADS, including sums owed under the contractual commitments, which shall become immediately payable.

Article 16. Reimbursement

Termination of this contract in the event of contractual non-performance of one of its obligations by the Client shall automatically and by operation of law result in the forfeiture of all sums owed by the Client to MAGILEADS, including sums owed under the contractual commitments, which shall become immediately payable.

Article 17. Final provisions

The contract, the present contractual conditions and all legal relations resulting from it are governed by French law.

For all disputes arising out of or in connection with the contract or these contractual terms and conditions, the courts of Paris (75, France) shall have jurisdiction, to the exclusion of any other

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