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Legal - General Conditions of Sale and Use (GCSU)

This is Cryptr's General Conditions of Sale and Use (GCSU). Please contact us if you need further assistance.

LEGAL MENTIONS

Editor: CRYPTR, a simplified joint stock company with its head office at Euratechnologies 165, avenue de Bretagne – 59000 Lille, registered under number 878 982 248 RCS Lille Métropole, represented by its president Mr. Hamid Echarkaoui (the « Provider » or « CRYPTR »).

Intracommunity VAT number: FR10878982248

Contact : Hamid Echarkaoui

Publication director: Hamid Echarkaoui

Host: Render

ARTICLE 1. OBJECT

1.1. Provision of a Solution

These General Conditions of Sale and Use (the « GCSU ») constitute, in accordance with article L.441-1 of the Commercial Code, the sole basis of the commercial relationship between CRYPTR and any Client; with the exception of special conditions which could be the subject of a specific contract between CRYPTR and the Client.

The purpose of these GCSU is to define the conditions by which (i) the Service Provider undertakes to make available (supply and maintenance) to the Client an IT solution enabling the Client to provide its clients/prospects with a connection solution. and authentication, online, easy, fast and secure in modeSoftware as a Service (SAAS) (the « Solution ») and (ii) the Customer undertakes to use the Solution in accordance with the terms of the General Terms and Conditions.

These General Terms and Conditions apply without restriction or reservation to all sales concluded by CRYPTR to the Customer, regardless of the clauses that may appear on the Customer's documents, and in particular its general conditions of purchase.

Any order implies, on the part of the Customer, acceptance of these General Terms and Conditions.

1.2. Registration and application of the GCSU

Any registration for the Solution via the Website implies, on the part of the Customer, acceptance of these General Terms and Conditions. These General Terms and Conditions are available on the Website at any time.

These General Terms and Conditions are applicable to the Client from their acceptance upon creation of an account on the Website and remain in force as long as the Client holds a CRYPTR account and uses the Solution.

By accepting these General Terms and Conditions, the Customer declares that he has the legal capacity to contract in his name and on his behalf or, if he represents a legal entity, that he is duly authorized to act in the name and on behalf of this legal entity. In general, the Customer acknowledges that the expression of his consent to these General Terms and Conditions is materialized by the activation of check box(es). The activation of check box(es) is associated with a proof convention defined in these General Terms and Conditions.

Acceptance of the General Terms and Conditions can only be full and complete. Any acceptance under reservation is considered null and void. The Customer who does not agree to be bound by the General Terms and Conditions cannot register on the Website and use the Solution.

1.3. Update of the General Terms and Conditions

CRYPTR reserves the right to adapt, update, or modify these General Terms and Conditions at any time. The updated General Terms and Conditions will be subject to acceptance by the Customer upon the first use of the Solution following their entry into force.

In the event that the Customer does not accept these modifications, he would be free to terminate his subscription to the Solution and/or delete his account, this termination or deletion taking effect at the next subscription due date.

ARTICLE 2. DEFINITIONS

  • « Anomalies » designates any absence of function, any non-compliance of a deliverable and/or services with their specifications or their Documentation; designates any error, malfunction or reproducible bug, hidden defect; or designates in the execution of a function, any deviation or any inadequacy of performance compared to the specifications and/or the rules of the art;
  • « Client » means any person (as well as any Affiliated Company of that person) who creates an account via the Website and uses the Solution;
  • « Customer account » designates the account created by the Customer in order to have access to the Solution, via an identifier and a password; it being specified that Affiliated Companies can use the Solution under the same Customer Account as the Customer;
  • « Documentation » designates the technical documentation relating to the Solution, made available to the Client by the Service Provider, in French or English, on its website or transmitted or notified by email by the Service Provider to the Client;
  • « Personal Data » means all personal data of the Client (including its employees) and Users, within the meaning of Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the Protection of personal data (hereinafter -after the « GDPR »), that is to say any information relating to an identified or identifiable natural person (hereinafter referred to as « Concerned person »).Is deemed to be a « Identifiable Natural Person » a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more specific elements of their own to their physical, physiological, genetic, psychological, economic, cultural or social identity;
  • « Environment » designates the Customer's IT environment (in particular the hardware, operating systems, databases, third-party software, subscription to an internet access service and any evolution thereof) necessary for the operation of the Solution, and must respect the Prerequisites indicated by the Service Provider to the Client; it being understood that the Client is personally responsible for the acquisition of the Environment, its maintenance and its developments (in particular taking into account the evolution of the Solution);
  • « Maintenance » designates all the services provided by the Service Provider under the terms of Technical Support, Corrective Maintenance and Evolutionary Maintenance under the conditions of the General Terms and Conditions;
  • « Maintenance Corrective » designates the services for correcting and/or circumventing Anomalies relating to the Solution provided by the Service Provider;
  • « Maintenance Evolutive » designates the services relating to the evolution of the Solution provided by the Service Provider to the Client, under the conditions of the General Terms and Conditions and as part of the Updates;
  • « Updates » designates any modification, correction and update of the version of the Solution;
  • « Prerequisites » designates the instructions provided by the Service Provider to the Client relating to its Environment, such as in particular the instructions which could be communicated to the Client subsequently;
  • « Site Internet » designates the CRYPTR website via which the Client can register and subscribe to the Solution, whose contact details are: https://www.cryptr.co/;
  • « Affiliate Company » designates any legal entity which is, directly or indirectly, (i) a subsidiary of the Client within the meaning of article L.233-1 of the Commercial Code or (ii) a company controlled by the Client within the meaning of article L .233-3 I 1° of the Commercial Code;
  • « Support Technique » designates the technical support services provided exclusively by the Service Provider and relating to the Solution;
  • « User(s) » designates any legal or natural person using the Solution, through the Client.

ARTICLE 3. CONDITIONS FOR PROVIDING THE SOLUTION

3.1. Right of access and use of the Solution

3.1.1. In return for full payment on time of the Monthly Fee, the Client and, where applicable, its Affiliated Companies will benefit from:

  • a right of access to the Solution, including its Updates and developments included in the Updates;
  • a non-exclusive, non-assignable and non-transferable license to use the Solution, including its Updates and the right to implement the Solution in the services offered to Users, but without any right for the Client to grant sub-licenses for use of all or part of the Solution for any reason whatsoever without the prior written consent of the Service Provider;
  • and this, for the entire duration of the subscription and until its termination.
    By « use » we mean use for the Client’s own and exclusive professional needs and only by its agents (employees and service providers) authorized to have a Client Account under the Client’s internal rules.

3.1.2. The use of the Solution by the Customer is carried out under its sole control, direction and responsibility.

3.1.3. The Client is entirely and fully responsible for the control, conduct, purpose, and security of the use of the Solution and is solely responsible for the information of Users, as well as the use by them. of the Solution on their device(s), application(s) or via the services provided by the Client to Users. The Service Provider will, however, provide the Client with all its assistance, particularly technical, to ensure the operation of the Solution.

3.1.4. It is also up to the Client to control and monitor said use of the Solution (including by Users) and to report to the Service Provider any Anomaly (even if it results from the use of the Solution by a User) observed. as part of the use of the Solution.

3.1.5. The right of use is granted by the Service Provider to the Client for the duration of the subscription, via internet access. This right of access and this license to use the Solution will end automatically, without formality or liability of any kind, concurrently on the date on which the subscription ends for any reason whatsoever.

3.1.6. It is specified that Affiliated Companies may benefit from a right to use the Solution, subject to using the Solution under the Client's Customer Account, with a single billing sent in a consolidated manner to the Client, without breakdown of billings and with a consolidated payment made by the Client on its behalf and that of its Affiliated Companies.

3.2. Prerequisites to be respected for using the Solution

It is up to the Client:

  • to respect the standard nature of the Solution and to regularly ensure the suitability of the Solution, including its Updates, to its needs, in particular;
  • to acquire an Environment compatible with the Solution in compliance with the Prerequisites previously communicated by the Service Provider, and to maintain this Environment throughout the use of the Solution; it being specified that these Prerequisites are subject to change. The parties agree that the Client's obligations provided for in this paragraph constitute essential obligations of the latter;
  • not to use software(s) or IT tool(s) provided by third parties which will obstruct the proper functioning, in whole or in part, of the Solution;
  • to continuously have trained, competent employees for the implementation and use of the Solution so that the implementation and use of the Solution complies with the Documentation, the Service Provider's recommendations and the intended use. the Solution is intended. It is up to the Client to ensure the quality of the implementation of the Solution;
  • to verify the content, legality and integrity of its data passing through the Solution;
  • to check the quality of the results obtained via the Solution, and to inform the Service Provider as soon as possible if they are not satisfactory;
  • to report the Anomalies observed by him to the Service Provider as part of Corrective Maintenance and/or Technical Support.

The Customer is informed that in the event of non-compliance with one or more stipulations of these General Terms and Conditions, access to the Solution may be unilaterally, automatically and without notice, suspended by CRYPTR. This suspension may occur temporarily or permanently depending on the seriousness of the breach and the number of breaches noted against a Customer since the creation of their Customer Account.

CRYPTR also reserves the right to take any legal action against the Client with a view to being awarded any damages that may be owed by the Client as a result of the aforementioned breaches.

3.3. Data Security

3.3.1. General situation

The communication of data and more generally of any information, in particular communications, is carried out by the Client at its own risk.

3.3.2. Security of Personal Data

The parties each undertake to respect the regulations in force applicable to the processing of Personal Data and, in particular, the GDPR.

The processing of any Personal Data by CRYPTR will be carried out in accordance with the stipulations of the policies relating to said data appearing under the following link: https://www.cryptr.co/privacy-policy.

3.3.3. Processing of Personal Data

The terms and conditions for hosting, saving, returning and deleting Personal Data are accessible under the following link: https://www.cryptr.co/privacy-policy.

Each of the parties acknowledges that the data circulating on the Internet network is not protected against possible misappropriation and that therefore the communication of passwords, confidential codes, and more generally of any information of a sensitive nature is carried out by itself to its risks and perils.

ARTICLE 4. MAINTENANCE

4.1. Technical Support

The Service Provider provides the Customer with dedicated Technical Support in French or English, accessible from Monday to Friday from 9 a.m. to 6 p.m. (excluding public holidays in France) via slack Cryptr_community or by email support@cryptr.co.
An S.L.A including technical support with 24/7 support is available on request as part of a specific commercial offer by contacting the sales department or technical support.

4.2. Maintenance Conditions

4.2.1. The conditions for the implementation and execution of Maintenance by the Service Provider are as follows (non-cumulative):

  • the deployment of the patch may require an update to the latest version of the Solution from the Client and may be provided as an Update if the Service Provider considers this necessary;
  • the deadlines run from the confirmation of the malfunction by one or the other of the Parties;
  • Operating faults which do not relate to issues of security, stability, or loss of data are not subject to Corrective Maintenance. However, at its discretion, the Service Provider may decide to include fixes for these defects during a next planned Update.

4.2.2. The Service Provider may send the Customer, upon simple written request, a report detailing the various interventions carried out by the Service Provider under Corrective Maintenance, on each anniversary of the Effective Date and without any charge.

4.2.3. The Service Provider will not be required to perform Maintenance in the following cases:

  • non-compliance by the Client with the Prerequisites;
  • modification or alteration made to the Solution by the Client or by a third party without the prior written consent of the Service Provider. The same applies to simple attempts to modify the Solution;
  • failures originating from the use of software not expressly covered by these General Terms and Conditions or interventions made necessary by the malfunction of add-ons or devices not approved by the Service Provider;
  • use of the Solution that does not comply with the Documentation, including the instructions, recommendations of the Service Provider, and/or use that does not comply with the use for which it is intended;
  • so-called « fugitive » incidents, i.e. incidents that cannot be reproduced by the Client in the presence of the Service Provider;
  • incident not attributable to the Solution;
  • intrusion by a third party into the Customer's IT equipment and Environment;
  • introduction of a computer virus to the Customer having an effect on the proper functioning of the Solution;
  • interventions resulting from accidents or causes other than normal use of the Solution as provided for by the General Terms and Conditions;
  • network outage at the Customer making the Solution inaccessible;
  • failures or variations in the Customer's electrical current or telecommunications network;
  • use of the Solution not in accordance with the recommendations brought to the attention of the Client by the Service Provider, and/or use not in accordance with the use for which it is intended.

4.3. Corrective maintenance

4.3.1. Under Corrective Maintenance, the Service Provider undertakes to take responsibility for maintaining the Solution in operational condition via the correction or circumvention of malfunctions qualified by the Service Provider as Anomalies under the conditions of the General Terms and Conditions.

4.3.2. In the event of an Anomaly identified by the Customer, a request for intervention under Corrective Maintenance must be made by the Customer. The Service Provider will take into account Anomalies identified as such by the Customer, according to their priority level.

For Anomalies identified as such by the Service Provider, the latter undertakes to respond, correct and/or circumvent them under the conditions provided for by the General Terms and Conditions.

4.3.3. The Client undertakes to:

  • promptly inform the Service Provider of all Anomalies;
  • equip itself with the technical means, in particular telecommunications, the Environment and the Prerequisites necessary for the proper execution of Corrective Maintenance;
  • actively participate in the correction of Anomalies by communicating to the Service Provider any document and/or information that the Service Provider considers necessary to ensure Corrective Maintenance;
  • comply with the Service Providers's instructions and recommendations and implement the Updates as soon as they are made available, it being understood that the active collaboration of the Customer is imperative and necessary for the Service Providers's execution of Corrective Maintenance.

4.4. Evolutive maintenance

4.4.1. The Service Provider informs the Client of the availability of the Updates by any means of its choice and makes them available on the media(s) of its choice, accompanied by the related Documentation, if this is available. , and instructions deemed necessary allowing the Client to satisfy the Prerequisites.

4.4.2. An Update may require updating the Environment and the Customer undertakes to update, at its own expense and as quickly as possible, the components of the Environment.

ARTICLE 5. RESPONSIBILITY

The Solution is used in compliance with these General Terms and Conditions and under the sole direction, control and responsibility of the Client. In the context hereof, the parties agree that CRYPTR is subject to an obligation of means. Consequently, CRYPTR cannot be held, due to an express or tacit obligation, as civilly liable towards the Client or third parties for any damage resulting from the use of the Solution, and in particular resulting from inaccurate or incomplete information, an indexing error, a delay or absence of content or updating.

CRYPTR cannot be held responsible for any indirect damage of any nature whatsoever, which the Customer acknowledges.

Consequently, the Customer accepts that CRYPTR's liability is limited, all damages combined, to an amount received equivalent to the total sums actually paid for the services under the subscription in the period of twelve months immediately preceding the event giving rise to to said responsibility. This clause reflects the balance sought by the parties and the sharing of risks accepted by both parties in compliance with article 1231-5 paragraph 1 of the Civil Code. The fees paid reflect this sharing of risk and the resulting liability.

ARTICLE 6. FINANCIAL CONDITIONS – SUBSCRIPTION

6.1. Monthly fee

6.1.1. In return for making the Solution available under the conditions of the subscription, the Client undertakes to pay the Service Provider a fixed monthly fee according to the rate indicated on the website or the application (the « Monthly fee »). The Monthly Fee payable by the customer and the pricing conditions can be consulted on the following page https://www.cryptr.co/pricing/ and will depend on the offer chosen by the customer. The Monthly Fee includes the deployment of the Solution, by the Client, to its enterprise customers (in particular clients/service providers of the Client) who will be considered as connections. A connection defines the link between Cryptr and a specific group of end users, essentially representing the integration point for each enterprise customer you support. Whether for Single Sign-On (SSO) or Directory Sync services, each enterprise customer to which you provide these services is considered a single connection.

6.1.2. The Monthly Fee is paid monthly by the Client to the Service Provider, by direct debit via the establishment of a SEPA mandate or by bank card via the Stripe platform in accordance with the conditions of use which appear under the following link: https://stripe.com/fr/privacy. An annual payment may also be offered by Cryptr to the customer with the possibility of benefiting from a discount.

The invoice relating to the first monthly subscription payment will be issued within fifteen (15) days of the first deployment of the Solution by the Client to a company (the « Effective Date »).

The company reserves the right to change its prices upwards at any time in proportionate and reasonable measures, subject to 30 days' notice to Customers. The new prices will be applicable from the date of their publication.

6.1.3. On each anniversary of the Effective Date, the Service Provider will issue the invoice corresponding to the amount of the Monthly Fee for the forthcoming subscription period used.

6.2. General billing rules

6.2.1. Invoices are established by the Service Provider on behalf of the Client. Invoices must be accompanied by all supporting documents (in particular, for example, the calculation of the amount of the Variable Fee).

6.2.2. Invoices are subject to the VAT rate in force on the date of the invoice. As the Service Provider is subject to value added tax, the prices excluding tax mentioned on the website will be increased by VAT at the rate in force at the time of the chargeable event. Prices are net of all charges, taxes and all other duties, excluding VAT as indicated above. Depending on the country where the customer is located, invoices will be established excluding taxes.

6.2.3. Non-payment on time of the sums due by the Customer in application of the General Terms and Conditions automatically results in late payment penalties for the benefit of the Service Provider, without further formality. Late payment penalties run from the day following the expiration of the payment deadline until the date of payment. The rate of these penalties is equal to three (3) times the legal interest rate in force in France on the date on which the late penalties began to accrue, without prejudice to any other damages and interest. In addition, in the event that the sums due are not paid within the contractual deadlines, the Client is liable to the Service Provider for a lump sum compensation, for each legal act of recovery as well as for each reminder, of a unit amount of forty (40) euros excluding taxes.

6.2.4. In the event of termination of the subscription during its expiry date, the amount of the Monthly Fee and, where applicable, the Variable Fees will be due for the current month.

6.3. Suspension in the event of payment default

6.3.1. In the event that the Client does not proceed with the payment of the Monthly Fee and more generally the invoices due to the Service Provider, the Service Provider will send by written notification by email and by registered letter with acknowledgment of receipt to the Client, a formal notice to proceed audit payment.

6.3.2. If within fifteen (15) days following the formal notice referred to above, the Client has not paid the sums due, the Service Provider may, following written notification informing of the suspension to take place, sent by registered letter with acknowledgment of receipt, automatically suspend the Client's access to the Solution and the execution of the related services. In the event that, within fifteen (15) days following receipt by the Client of the aforementioned suspension notification, the Client has not paid all sums due to the Service Provider, the Service Provider will have the right to terminate, automatically and without any liability, the subscription subject to fifteen (15) days' notice.

6.4. Additional services

6.4.1. All other services not provided for in the subscription and carried out by the Service Provider on behalf of the Client will be subject to quotes established in advance, a purchase order as well as separate invoicing.

6.4.2. The Client undertakes to pay the Service Provider any additional remuneration due for services not provided for in the subscription according to the quote which would be accepted by the Client.

ARTICLE 7. ENTRY INTO FORCE – DURATION – TERMINATION

7.1. Coming into force

The parties do not intend to condition their commitment on a reflection period and therefore exclude the application of article 1122 of the Civil Code.

The subscription comes into effect from the day of subscription.

7.2. Duration

The subscription is taken out for a period of one month from the first of each month and tacitly renewable for a further period of one (1) month.

The Customer may terminate his subscription at any time to take effect upon expiration of the current term (i.e. the last day of the started month), by logging into the settings of your Customer Account.

CRYPTR may terminate the customer's subscription at any time, subject to three (3) months' notice, or, without notice or compensation, in the event of non-compliance by the Customer with the stipulations of these General Terms and Conditions, and in particular in case of:

  • non-compliance with the intellectual property rights of CRYPTR and/or its licensors; Or
  • circumvention or attempted circumvention of the technical protection measures put in place by CRYPTR; Or
  • provision of false, inaccurate, misleading, incomplete or outdated information when registering on the Website; Or
  • total or partial non-payment by the Client of his Monthly Fee or his Variable Fee; Or
  • actions contrary to the commercial interests of CRYPTR.

7.3. Consequences of termination

In the event of termination for any reason whatsoever, CRYPTR undertakes to carry out operations likely to enable the Client to take over or entrust to a third party the continuity of the service offered by the Solution. The cost of reversibility will only be borne by CRYPTR if termination occurs following non-compliance with a contractual obligation by CRYPTR.

ARTICLE 8. INTELLECTUAL PROPERTY

8.1. Solution Property

8.1.1. Apart from the elements, where applicable, published under a free and open source license, the Service Provider is the exclusive owner of the intellectual property rights attached to the Solution, including in particular its Documentation and all associated information, including all backup copies. , as well as all the prerogatives attached to it, both in its current Version and in its Updates.

8.1.2. Consequently, the Client refrains from any action, any act which could directly or indirectly infringe the rights of the Service Provider over the Solution. Except for the needs of using the Solution in SaaS mode in application of these General Terms and Conditions, the Customer undertakes not to proceed or have it carried out by any third party whatsoever, directly or indirectly, concerning all or part of the Solution, in this includes in particular the Documentation, without the prior authorization of the Service Provider, to:

  • any reproduction by any means whatsoever;
  • any representation, distribution or marketing, whether free of charge or for a fee;
  • any transfer, transmission, communication, direct or indirect provision of all or part of the Solution for the benefit of a third party, in particular by rental, transfer or loan;
  • the adaptation, modification, transformation, arrangement of all or part of the Solution for any reason whatsoever, in particular with a view to the creation of a software package and/or derivative or entirely new software, any transcription, direct or indirect, or translation into other languages ​​of the Solution, as well as its modification, even partial.

8.1.3. The Customer does not acquire any rights, of any nature whatsoever, to the Solution other than those expressly granted to it under the terms of the General Terms and Conditions, during the duration of the subscription, and only for the purposes of its execution.

8.1.4. In accordance with the provisions of article L.121-1 of the Intellectual Property Code, the Client undertakes to retain all intellectual property notices and in particular the copyright of the Solution and/or the Service Provider relating to the Solution, in this includes its Documentation. They undertake in the same way to retain all industrial property notices and in particular the Service Provider's brands. The Customer undertakes to ensure compliance with these stipulations by its employees, service providers as well as by any third party likely to have access to them in accordance with the terms and conditions of the General Terms and Conditions.

8.2. Access to source codes

8.2.1. The Client has no ownership rights over the source codes of the Solution.

8.2.2. The Service Provider will make its best efforts to obtain access by the Client to the source codes of software belonging to third parties inserted in the Solution and for which the Service Provider has obtained an operating right for the benefit of the Client, particularly in the event of cessation. of activity of the manufacturer owning the software concerned and, in the absence of continuation of the activity by a buyer as well as in the event of failure of the Service Provider, in Maintenance intended to implement the obligation of continuity of operation of said software.

ARTICLE 9. CONFIDENTIALITY

9.1.1. For the purposes hereof, the terms « Confidential Information(s) » cover all information or documents disclosed by each party to the other party, in writing or orally, and including without limitation all written or printed documents, all design models, trade secrets, know-how, financial or commercial documents , models and calculation results or more generally any means of disclosure of Confidential Information that can be chosen by each party with respect to the other party.

9.1.2. However, the terms « Confidential Information(s) » do not cover the information:

  • which are, or will be at the time they are revealed, available and known to the public other than as a result of a disclosure made in violation of these provisions;
  • which have been or would be communicated to one of the parties by a third party who is neither directly nor indirectly linked to the other party or one of its representatives;
  • which have been developed by one of the parties on the basis of information other than the Confidential Information (it being specified that the Solution, and its developments of any nature or updates, current and future, and Services associated therewith, are Confidential Information for the Client but not for the Service Provider); Or
  • disclosed or announced to the public by mutual agreement between the parties.

9.1.3. Notwithstanding any stipulation to the contrary, for the entire duration of the subscription and for three (3) years from the date of termination of the subscription, the parties undertake not to disclose or use in any way whether (including verbally), and for any reason whatsoever, Confidential Information of the other party without the prior written consent of that other party. In particular, and throughout the aforementioned duration, the parties undertake to:

  • protect and keep strictly confidential, and treat Confidential Information from the other party with the same degree of care and protection as it accords to its own confidential information of equal importance;
  • only disclose, and allow the use of, Confidential Information internally to its employees (and any authorized subcontractors) and exclusively when this is necessary for the proper execution hereof;
  • not copy, reproduce, duplicate or use, totally or partially, when such copies, reproductions or duplications have not been specifically authorized by the other party; all Confidential Information, including its reproductions, transmitted by each party to the other Party, must be returned to the latter immediately upon request;
  • not use, or allow any third party to use, the Confidential Information disclosed by the other Party.

9.1.4. In the event that the legal or regulatory obligations of one of the parties, in particular following a request from a judicial or administrative authority, or within the framework of regulations which would be applicable to it, require communication to a third party or make Confidential Information public, this party will be authorized to do so.

ARTICLE 10. DIVERS

10.1. Lack of foresight

The parties agree to bear the risk of any change in circumstances unforeseeable as of the date hereof which would make the performance of the obligations of each party too onerous. Consequently, each party expressly acknowledges that the provisions of article 1195 of the Civil Code are and will not be applicable and that it will not be able to make any request of any kind and in any form whatsoever to renegotiate or ask the courts to review or terminate the subscription under article 1195 of the Civil Code.

10.2. Force majeure

CRYPTR cannot be held responsible in the event of inaccessibility of the Solution due to events beyond the control of CRYPTR, which could not be reasonably foreseen and whose effects could not be avoided by appropriate measures, and which would prevent the execution by CRYPTR of its contractual obligations (i.e. a case of force majeure within the meaning of article 1218 of the Civil Code and the case law of the Court of Cassation).

More particularly, CRYPTR and the Client expressly that for the purposes hereof, any slowdown or suspension of electronic telecommunications networks and any event affecting the Render platform or its server are considered force majeure events.

CRYPTR cannot be held responsible in the event of inaccessibility of the Solution resulting from the consequences of a pandemic or epidemic.

If the impediment is temporary, the execution by CRYPTR of its contractual obligations may be suspended for the duration of these events unless the resulting delay justifies the termination of the contract between CRYPTR and the Client. CRYPTR undertakes, to the extent possible, to endeavor to find a solution to fulfill its obligations despite these events. In any case, CRYPTR undertakes to make its best efforts to inform the Customer of the unavailability of the Solution.

If the impediment is definitive, the contract between the Customer and CRYPTR will be automatically terminated and the Customer Account will be deleted. CRYPTR and the Client will then be released from their mutual obligations without compensation on either side.

10.3. Notifications

10.3.1. All notifications or communications relating to these General Terms and Conditions will be validly made by registered letter with acknowledgment of receipt or by letter delivered in person against receipt. They may also be made by email if this sending is duplicated at the latest on the first working day following a sending by registered letter with acknowledgment of receipt or by letter delivered in person against discharge.

10.3.2. The date of receipt of a notification will be that of first presentation of the registered letter, of the discharge in the case of personal delivery or of the sending of the delivery of the email if this is coupled with a sending as indicated below above.

10.4. Entirety

10.4.1. The General Terms and Conditions constitute the entire agreement between the parties and exclude all other documents and/or agreements and/or declarations and/or communications from the parties relating to the same subject.

10.4.2. No document may modify the clauses of these General Terms and Conditions if it is not the subject of an agreement signed by both parties.

10.5. Nullity

If any of the stipulations of the GCSU were declared null or invalid by the application of a law, a regulation or following a judicial or administrative decision that has become final, this stipulation will be deleted from the GCSU without the validity as well as the enforceability of the other stipulations are not affected. The other stipulations will thus retain their full effect, unless the stipulation declared null or invalid does by its nature affect the interpretation or execution of the General Terms and Conditions. If this is the case, the parties undertake to negotiate in good faith a clause intended to replace the clause declared void or invalid.

10.6. Waiver

The waiver by one of the parties to avail itself of its rights in the event of any violation of the stipulations of the General Terms and Conditions by the other party cannot be interpreted as a definitive waiver of subsequently availing itself of its rights.

10.7. Independence

The parties expressly declare that they are and will remain independent commercial and professional partners.

10.8. Disputes – Applicable law

10.8.1. Any conflict which arises and which could not have been the subject of an amicable agreement between the respective account managers of the parties within seven (7) days from notification of the dispute, must be submitted to the direct superior of these, in order to be discussed and resolved amicably within fourteen (14) days from the date of referral.

10.8.2. These General Terms and Conditions are governed by French law.

10.8.3. Any dispute relating to the interpretation, application or execution of these General Terms and Conditions will be subject to the exclusive jurisdiction of the Lille Commercial Court bases in France.