General terms and conditions of sale

Article I. Purpose
The purpose of these terms and conditions is to define the terms and conditions for the use of services published by Angage, a limited liability company with a capital of 320,000 euros, registered in the Paris Trade and Companies Register under number B 504 650 086, whose registered office is located at 152 Bd Pereire 75017 Paris. They govern the contractual conditions between Angage, hereinafter referred to as Angage, and the Client, hereinafter referred to as the Parties.

Article II. General

The service, hereinafter referred to as “Service” is specified in the purchase order and applies to any provision of services and/or sale of equipment.

Article III. Financial conditions
Price of the service
The price of the Service(s), exclusive of tax, is shown on the Purchase Order. Duties and taxes are those applicable on the date of the invoice.

Price revision
Angage may change its rates and apply new rates to existing contracts. In this case Angage will give prior notice to the customers concerned. In case of an increase, the Customer will be free to terminate the Service which has been increased after notification by registered letter with acknowledgement of receipt within 15 days of receipt of the letter from Angage.

Payment method
Invoices are payable by direct debit or bank transfer within 15 days from the date of the invoice, unless otherwise provided for in the Purchase Order. However, as from the opening of a collective procedure, the Customer shall pay the invoices in cash.

Default of payment
In case of non-payment of an invoice on the due date

– Angage may by operation of law, without legal process, suspend the Service. In such a case Angage will send the customer a formal notice to pay and indicate the date on which the Service will be suspended.

– Late payment will also result in the forfeiture of all terms of Angage’s claims against the customer and their immediate payment.

– Angage will charge late payment interest at 1.5 times the legal rate of interest..

Billing
Invoices are considered accepted if they have not been disputed by providing detailed evidence in support of the dispute within 15 days of the invoice date. In case of dispute, Customer shall nevertheless pay the undisputed portion of the invoice when due. Unless otherwise specified in the Purchase Order, Customer expressly authorizes Angage to issue the invoice exclusively in electronic format.

Article IV. Duration and Termination
The contract and/or order takes effect on the date of signature of the Purchase Order. The duration of access to the Service is specified on the Order Form for a subscription Service the duration of the Service is 12 months, the order is automatically renewed for subsequent additional periods of 12 months. Either party may terminate the Service by registered letter with return receipt, giving 90 days notice to take effect no earlier than the end of the initial 12 month term or the end of the automatic renewal period. The Customer shall pay the fees due until the end of the initial 12 month term or the automatic 12 month renewal period

Angage may terminate the Service, without notice, if the Customer commits a breach of any of its obligations.

Article V. Suspensions
Angage may suspend the service as of right in order to carry out any maintenance or update operations on its equipment. In this case, Angage will do its best to cause as little inconvenience as possible to the Customer.

Article VI. Obligations and Responsibilities of the Parties
The Customer is the only one responsible for the protection and the use of his access codes. The Customer undertakes never to use the Service for purposes that are inappropriate, illegal, contrary to public order and morality or otherwise reprehensible, or for fraudulent and/or illicit activities, and never to allow third parties to do so. The service is conditional upon non-abusive, “good faith” use.
The Customer is the only one responsible for the content of the elements diffused and/or transmitted through the Service.
The Customer undertakes to use the service for his exclusive use and is prohibited from reselling it.
The Customer indemnifies Angage against any claim, action or proceeding brought against it arising from the use of the Service or the Content.
Angage will use its best efforts to provide continuous and available service within the capacity of its equipment and the technical constraints inherent in its operation. Angage does not warrant that the service will be available, uninterrupted or error-free.

Angage has no control over the information stored, transmitted and/or disseminated and therefore cannot be held liable.
Angage will not be liable for any direct or indirect damages resulting from the use, malfunction or interruption of the Service.

Article VII. Data Protection
Angage acts as a Sub-processor with respect to the Customer’s personal data and the Customer acts as a Data Controller, the terms Sub-processor and Data Controller shall have the meaning given to them within the GDPR. Angage shall take appropriate technical and organizational measures to prevent unauthorized or unlawful processing of Personal Data and shall comply with other applicable data protection legislation.
To the extent that Customer is a Processor and Angage is a subcontractor, Customer hereby allows Angage for the performance of the Services to process personal data obtained from Customer to fulfill its obligations under the Service. The collection of personal data is done under the sole control of the Customer.
The Customer grants Angage general permission to use third parties to support the performance of the Service. Where the sub-processor is located in a third country and there are no applicable appropriate safeguards, the Controller hereby instructs and mandates the sub-processor to sign, on behalf of the Controller, the European Commission’s standard contractual clauses with the sub-processor.

Article VII. Force Majeure
Each of the parties will be exonerated from any responsibility which would be the consequence of a case of force majeure in the terms of the article 1148 of the civil code

Article VIII. Miscellaneous provisions
Number assignment
The number assignment does not transfer ownership to the Customer.

Privacy Policy
Throughout the term of the contract and for a period of one year after its termination, each party agrees to keep confidential any information it may have collected during the course of the contractual relationship. However, Angage may disclose information relating to the use of the Service to the authorities,  particularly the police and the gendarmerie, when they request it.

Commercial reference – promotion
The Customer allows Angage to use the Customer’s name, brand and logo as a commercial reference. The Customer allows Angage to send advertising, commercial offers or invitations to the Customer.

Intellectual property rights
All Intellectual Property Rights in the Service are and shall remain the exclusive property of Angage
Assignment of the contract
The contract may not be assigned or transferred without prior agreement from Angage.
Disputes/Applicable law
The contract is governed by French law. Any dispute shall be brought before the Commercial Court of Paris – France.Article VI. Obligations and responsibilities of the partiesEach of the parties will be exonerated from any responsibility which would be the consequence of a case of absolute necessity within the meaning of the article 1148 of the civil codeThe attribution of the numbers does not transfer the property to the Customer.During all the duration of the contract and during a period of one year after its cancellation, each of the parties commits itself to keep confidential the information which it will have been able to collect during its contractual relation.Article VII. Data Protection