ARTICLE 1: OBJECT
These General Terms and Conditions of Sale and Use ("GTCU") apply between Adequa ("We") and any individual or legal entity ("You") using the Site, accessible at the address adequa.me (and its derivatives publisher.adequa.me and user.adequa.me), and the Services offered by Adequa, in the context of their professional or private life. The purpose of the TOS is to define the rights and obligations of the parties with respect to the Services that We provide to You.
In the event of non-acceptance of the TOS set forth in this Agreement, You waive access to the Service offered by Adequa.
ARTICLE 2: DESCRIPTION OF THE SERVICE
These TOS apply to all Services that We perform on Your behalf. Adequa is not bound by any exclusivity clause.
Adequa provides free of charge a test of the "Resume" button for 1 calendar month from the date of Your subscription to this Service, considered to be the date of first activation of the "Resume" button on your site. This period is non-binding and You do not have to provide Your banking information. At the end of this 1 month period, in order to continue to benefit from the Service, You will be asked to provide Us with the information necessary for payment by credit card or by SEPA transfer according to Your choice. Adequa will then provide the "Resume" button for a fee. You therefore agree to pay the amounts due under your default subscription according to the number of views per month of your site, under the conditions set forth in Article 6. If You decide not to continue the experience, You will no longer have access to the Service.
You can only get 1 month free once per domain, regardless of Your choice of subscription (monthly or yearly).
The subscription is renewable by tacit agreement for successive periods of the same duration as the chosen subscription (either every month in the case of a monthly subscription, or every year in the case of an annual subscription) if You have not cancelled under the conditions set out in Article 5. If You do not wish to renew Your Subscription, please uncheck the "automatic renewal" option in Your dashboard.
If You have directly chosen an annual subscription, the free month is included in the offer for the first year only. This corresponds to 1 month of free subscription followed by 12 months of paid subscription, i.e. a total of 13 months of use of the Adequa Service.
The Adequa Services are delivered as is by Adequa, you are responsible for installing and integrating the software solution on your website. We provide You with the indications and information necessary for this task.
We will have access to statistical data to learn about the success of our Service.
Anyone with access to the Internet can access the adequa.me site free of charge from anywhere. The costs incurred by the User to access it (internet connection, computer equipment, etc.) are not borne by Adequa.
About the Dashboard and how it works :
The creation and validation of a Customer Account on our website adequa.me gives You access to a tracking interface, using Your email address and the password that You will have chosen and that You must keep secret. Your tracking interface contains the information necessary for the management of our commercial relationship, and allows You to access Our Service. You must update Your information there in case of modification.
An Account may host several separate domains or websites, which will be tracked in separate Dashboards.
For each domain concerned, You can follow in the corresponding Dashboard the implementation steps of the Adequa Service, the status of the Contract, and track and record the performance and usage statistics of the Adequa Service.
You can therefore subscribe to Our service for several websites.
In case of use of Your Account by a third party without Your authorization, You must inform Us promptly, otherwise any use of Our Service with Your email address and Your password will be deemed to be made by You.
We may access Your Account and Your Dashboards, but We cannot change Your settings for Our Service, unless You have given Us prior written (email) permission to do so.
You agree that the use of Our Service requires that the software provided by Adequa be placed on Your website for the duration of the performance of this Agreement.
ARTICLE 3: OBLIGATIONS AND LIABILITY OF ADEQUA
Adequa is bound by an obligation of means for the performance of all of its Services, and to this end it will bring all of its care and ability to the execution of its performance and obligations. It will carry out its mission with diligence and professionalism, and will do so in accordance with the rules in force in its profession.
Adequa may update its Service and software solutions, and this may result in temporary malfunctions or interruption. Adequa will use its best efforts to keep this period as short as possible.
Adequa's teams will be available during normal business hours to answer Your questions related to the integration, installation and use of the Service as well as for the identification and resolution of errors in the Service. This does not include a Training Service.
Adequa will bill You in accordance with this Agreement for the Services provided.
Upon termination of the Agreement, Adequa will proceed in accordance with Your reasonable instructions for the disposition of Your data.
Adequa cannot be held liable if :
- You have not fulfilled Your obligations.
- You, one of Your employees or a third party mandated by You, have committed an error or negligence.
- the server or network is malfunctioning.
- a case of force majeure or the unforeseeable and insurmountable act of a third party occurs, preventing the normal performance of Our obligations and/or substantially modifying the economy of this Agreement.
- direct or indirect damages result from the use of the site or from the impossibility to access or use the Service of the site, or if any indirect damage appears.
- You have provided incomplete or inaccurate information.
- there is an incompatibility or malfunction between Your equipment and the use of its site and Service. Adequa does not guarantee that no bugs, errors or security flaws will interrupt the use of the Service, although it will do its best to correct them.
- material or immaterial damages result from the use of Your account by a third party, whether or not they have had Your authorization.
Adequa can only be held liable in the event of fault on its part, and You must demonstrate that You have suffered a loss.
You authorize Adequa to access any tool or application that You use and that is necessary for Us to provide, execute and troubleshoot the Service and the software solution during the performance of this Agreement.
ARTICLE 4: YOUR OBLIGATIONS AND RESPONSIBILITY
You commit to :
- provide all necessary information and data, as well as all required documents and information in a timely manner to enable Adequa to provide Its Service.
- ensure the accuracy, legibility and completeness of the data that You have provided to Adequa, and be solely responsible for the results obtained through Your use of the Service.
- control and be responsible for the use of Your account information, Your login and password.
- not interfere with or compromise the integrity or security of Our Service and software solutions.
- not to compete with Our Service and software solutions by designing, building or having built a software, system, application or package.
- configure the configuration of the Adequa Service that You want, directly in Your monitoring interface (dashboard), or by contacting Adequa by e-mail. You are responsible for the verification and proper functioning of Your Website, and for the integration of the Adequa Service on it.
- to take note of the documentation made available to You and to follow it in order to start and set up correctly the software solution of Our Service.
You represent and warrant to Adequa that :
- You have provided Us with accurate information in order to establish Your Account.
- You have complied and will continue to comply with all applicable laws and regulations, including those on privacy and personal data protection.
- You will use Our Service legally and lawfully, and You will use the Service only for Your own account.
- You will indemnify and hold Us harmless for any damages We may suffer as a result of Your breach of this Agreement.
The use of Our Service is at your risk, and we (Adequa, its officers, employees and partners) expressly disclaim all warranties of any kind (including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, and the level of user engagement, etc.). We are not responsible for any damages, harm or losses (non-limitative example: loss of profits, loss of information, business interruption) resulting from the use of Our Service or the inability to use Our Service or from errors, defects, omissions, deletion of files, interruptions, delays in transmission or operation, regardless of whether We have been notified of such damages or their possibility.
You are entirely responsible for the content of the information and data passing through Our network or using Our Service, as well as for the activities that You carry out using Our Service.
Vous êtes responsables de l’utilisation que Vous faites de la solution et du Service et des conséquences en résultant.
Your liability cannot be engaged in case of force majeure, preventing You from performing Your obligations normally and/or that You cannot avoid or overcome costs that substantially modify the economy of this Contract. You must however keep us informed by e-mail as soon as possible of such a situation and its possible consequences.
ARTICLE 5: DURATION / RENEWAL / TERMINATION
- initial duration : the initial duration of the subscription begins on the effective date of Your subscription, after the 1 month test period offered, and expires at the end of the period You selected during the subscription process.
- Automatic renewal : Your Agreement is automatically renewed unless You decide otherwise and uncheck the "automatic renewal" box. You will still benefit from the Service until the end of Your current subscription period.
- End of the subscription period : if at the end of Your subscription period, You have not chosen the "automatic renewal" option, You will no longer benefit from Our services.
- Résiliation par Vous : Vous pouvez résilier le présent Contrat avant la fin de la durée initialement prévue, et ce sans engager Votre responsabilité si :
- Adequa ne fournit pas le Service que Vous souhaitiez selon les modalités prévues dans le présent Contrat, que cela vous cause un préjudice important, et qu’Adequa ne remédie pas à cela dans les 15 jours ouvrés suivant votre réclamation détaillée.
- Adequa viole d’autres dispositions du présent Contrat et n’y remédie pas dans les 15 jours ouvrés suivant la réception de votre réclamation détaillée.
- Adequa modifie de façon substantielle les présentes CGVU et/ou Sa politique de confidentialité et que cela affecte Votre utilisation du Service, comme indiqué à l’article 10.
- un cas de force majeure se poursuit pendant une période consécutive d’au moins 30 jours, et que Vous nous donnez un préavis d’au moins 15 jours, par email.
Adequa remboursera au prorata les sommes lui ayant été versées pour le Service qu’elle n’aura pas rendu si le présent Contrat est résilié en raison d’un manquement à une de ses obligations.
Si vous souhaitez résilier le Contrat et mettre fin à l’abonnement au Service pour des raisons autres, vous pouvez le faire jusqu’au jour même de la fin de la durée initiale, mais Adequa conservera les sommes que Vous avez déjà versées pour l’abonnement en cours, et Vous serez redevables de l’ensemble des sommes dues jusqu’au terme normal de l’abonnement en cours.
Vous pouvez résilier votre abonnement directement depuis votre dashboard, ou en nous envoyant un email à firstname.lastname@example.org en précisant “Résiliation” dans l’objet du mail.
- Suspension et résiliation par Adequa : Adequa peut suspendre ou résilier le présent Contrat avant la fin de sa durée, sans que sa responsabilité soit engagée, si :
- un cas de force majeure se poursuit pendant une période consécutive d’au moins 30 jours ouvrés, et que Nous Vous donnons un préavis d’au moins 15 jours ouvrés, par email.
- Vous n’avez pas réglé les sommes dues suivant notification de Notre part (voir article 6 concernant le paiement et les délais).
- Vous violez une disposition du présent Contrat et que Vous n’y remédiez pas dans les 10 jours ouvrés suivant notification détaillée de Notre part.
- Les produits ou services présents sur Votre Site sont liés à des activités illégales ou frauduleuses, ou les encouragent. Nous nous réservons le droit de refuser que vous puissiez utiliser Notre Service, sans remboursement ou autre compensation.
Conséquemment, Vous ne pourrez plus accéder à Notre Service. Nous tâcherons de Vous prévenir en amont de cette décision, à moins qu’il soit nécessaire de suspendre le Service sans préavis pour des raisons légales ou tenant à notre protection ou si Votre site contient des contenus illégaux ou frauduleux.
- After termination/non-renewal of your subscription : You will no longer have access to Our Service, but You will still be able to access Your information, data and settings on Your Account and Dashboard. This will also result in the obligation to remove Our software solution from your website, and you will be prohibited from using the Service. We will not waive Your claim or waive any fees that You may owe Us.
ARTICLE 6: PAYMENT
The prices displayed on Our site are in euros and do not include VAT, they are exclusive of tax.
The prices indicated at the time of Your subscription are effective for the initial term and for each renewal period of this Agreement.
However, We may revise the amount of these prices at any time for future renewal periods as long as You are notified 30 calendar days prior to the implementation of such revision. If You disagree with such revision, You may decide not to renew Your Agreement thereafter, or to change Your subscription plan.
The price of the subscription varies according to the number of Internet sites on which You wish to benefit from the Service and thus integrate the software solution, as well as the number of views generated by these sites each month.
Payment can be made either by credit card or by SEPA transfer.
In all cases, You must keep Your billing information up to date.
You have the choice between a monthly or annual subscription, but you can request to make the payment monthly in any case. You therefore authorize Us to debit Your bank account with the price of Your subscription every month until the end of the current requested period. In the case of a monthly payment for an annual subscription, the payment deadlines are firm and indicated in Your Account. A reminder will be sent to You each month, at the latest 5 calendar days before the due date of the next payment due, if the payment is not made automatically.
Invoices and payments are considered final and accepted by You. In the event that You wish to dispute them or to be informed about them, please contact Us before registering for Our Service.
You must pay at the time of initial subscription as well as for subsequent billing periods.
In the event of delay in Your payments, a penalty of an amount equal to three times the legal interest rate (in force on the day of the sending of Our notification by e-mail to the interlocutor of your structure and that You will have designated to Us, or failing that to the e-mail address that You will have provided to Us) will be applied to You. In addition, You will owe Us a flat-rate recovery indemnity of 20 €. This sum may be higher upon presentation of proof of the expenses We have incurred to recover Our debt.
If You still have not paid Your due 7 business days after Our notification, We reserve the right to immediately suspend Your use of Our Service until the full payment of the amounts due, and to terminate the contractual relationship between You and Us if the situation is not settled 15 business days after Our notification. We will nevertheless demand payment of all the sums that You will owe Us, and the sums that You will have already paid Us will remain irrevocably vested in Us, except in the event of a breach of Our obligations or a violation by Us of these TOS.
We use a third party (the company Stripe) to process payments and billing, so You consent to Us disclosing information to this third party for payment.
ARTICLE 7: INTELLECTUAL PROPERTY
The contents of the Adequa.me site (trademarks, logos, text, graphics, videos, animations, signs and any other content that ensures or facilitates navigability) are the exclusive intellectual property of Adequa. As an exception, certain content is the property of its respective authors.
You must obtain Adequa's express authorization before any use, reproduction, copy or publication of these various contents, in any form whatsoever, on any medium whatsoever and by any means whatsoever.
These contents may be used by users for private purposes; any commercial use is prohibited.
Adequa owns all intellectual property rights to the software and the Service. The fact that Adequa grants You a right of use does not in any way entail a transfer of intellectual property to You. You may not directly or indirectly infringe Our copyright on the software or any other intellectual property rights that may be associated with it.
ARTICLE 8: COMPLIANCE WITH THE LAW AND PROTECTION OF PERSONAL DATA
The parties must comply with applicable laws and regulations, including those relating to the protection of personal data. This includes (i) the EU General Data Protection Regulation 2016/679 ("GDPR") on the protection of individuals with regard to the processing of personal data and on the free movement of such data, (ii) the laws of the EU Member States implementing the GDPR, including the law n°78-17 of January 6, 1978 (amended) relating to information technology, files and freedoms, and (iii) the e-privacy Directive 2002/58/EC as amended and transposed into European law and any legislation that will replace the e-privacy Directive.
The parties must not violate public order and the rights of third parties.
You acknowledge that with the use of Our Service, information may be recorded on the terminal of Internet users visiting Your website.
We may aggregate, anonymize and reuse data generated, created or received as a result of Your use of the Service.
ARTICLE 9: HYPERTEXT LINKS
It is possible for a third party to create a hypertext link to Our sites without Our express authorization. However, Adequa is not responsible for this.
ARTICLE 10: EVOLUTION OF THE GENERAL CONDITIONS OF SALE AND USE
Adequa reserves the right to unilaterally modify the content of these GTCU at any time, without justification. The modifications will be applicable to benefits subsequent to these modifications.
It is Your responsibility to regularly consult these Terms and Conditions of Use in order to remain informed of any changes to this document. The date of last update of this document will be indicated in case of modification. You will be informed by email of any changes if You have registered for Our Service and that these changes are likely to affect Your use of the Service.
If You disagree with a substantial modification, You may terminate this Agreement as set forth in Section 5 within 30 calendar days after You are notified of the changes to the TOS. If You have not contacted Us after this period, Your continued use of Our Service will be deemed to be Your acceptance of the changes to Our TOS.
ARTICLE 11: COMPLETENESS
The present general conditions of use express the entirety of the obligations of the parties only in certain cases.
A specific Contract will be established for all Services or services not described in this document (services on estimate).
For the rest, only the present GCVU govern the contractual relations between You and Us.
The nullity of one of the clauses of these GCVU may not result in the nullity of the others, provided that the balance and general scheme of the Contract can be safeguarded.
ARTICLE 12: APPLICABLE LAW AND JURISDICTION
This Agreement is subject to French law.
In the event of a dispute that is not amicably resolved between You and Us, only the courts of the city of Rouen (the location of Adequa's registered office) are competent to settle the dispute.
If you have any questions or requests regarding this website and our services, please contact us at email@example.com.