TERMS & CONDITIONS

Last update: January 1, 2020

Article I. Objective

The purpose of these general terms and conditions is to establish the terms of use of the services provided by Angage Limited, Company number 05821126. Registered office address: Tenbury 1 Brenchley House, School Road, Charing, England, TN27 0JW United Kingdom. They govern the contractual terms and conditions between Angage, henceforth referred to as Angage and the Client; referred to together as the Parties.

Article II. General

The service, henceforth referred to as the “Service” is defined in the purchase order and applies to the provision of all services and/or all equipment sales.

Article III. Financial terms and conditions

Service price

The price of the Services excluding tax features on the Purchase Order. The rights and charges are those applicable on the billing date.

Price adjustment

Angage can modify its rates and apply new rates to existing contracts. In case of adjustment, Angage will inform the relevant clients in advance. In case of an increase in price, the Client is free to cancel the contracted Service subject to the increase within 15 days of receipt of Angage’s message by informing Angage by registered letter with confirmation of receipt.

Payment method

Bills are payable by direct debit or bank transfer within 15 days starting from the billing date unless otherwise specified in the Purchase Order.
However, in the event that collective proceedings are initiated, the Client must pay the bill outright in cash.

Payment defaults

In case of failure to pay the bill by the required date
· Angage can legally suspend the Service without any legal formalities. In such a case, Angage will send the client formal notice to pay and specify the date on which the Service will be suspended.
· Late payment will also invalidate all of Angage’s dates for monies owed to the client and their immediate payment.
· Angage will charge interest on late payments at 1.5 times the legal interest rate.

Billing

Bills are considered to have been accepted if they were not disputed by the provision of detailed supporting documents in support of the dispute in the 15 days following the billing date. In the event of a dispute, the Client must nevertheless pay the undisputed part of the bill by the due date.
Unless otherwise specified in the Purchase Order, the Client expressly authorises Angage to issue bills exclusively in electronic format.

Article IV. Duration and termination

The contract and/or the order take effect from the date that the Purchase Order is signed.
The Service access duration is specified in the purchase order.
For subscription Services, the service duration is 12 months. The order is automatically renewed for additional periods following the initial 12-month period.
Either party can terminate the Service by registered letter with confirmation of receipt by giving 90 days’ advance notice to take effect at the end of the initial 12-month period at the earliest or at the end of the automatic renewal period. The Client must pay the charges owed until the end of the initial 12-month period or the 12-month automatic renewal period.

Angage can terminate the Service without notice if the client violates one of its obligations.

Article V. Suspensions

Angage can legally suspend the service for the purpose of carrying out any maintenance operations or updating of its equipment. In this case, Angage will strive to cause as little inconvenience to the Client as possible.

Article VI. The Parties’ Obligations and Responsibilities

The Client is solely responsible for the protection and use of its access codes.
The Client undertakes to never use the Service for improper or illegal purposes contrary to public policy or accepted principles of morality or those that could be considered otherwise objectionable or to use the Service as part of fraudulent and/or unlawful activities, and to never allow third parties to do so either.
The service is exclusively for non-abusive and diligent use.
The Client has sole responsibility for the content of the information broadcast and/or passed on via the Service.
The Client undertakes to use the service for its own exclusive use and is prohibited from reselling the service.
The Client guarantees Angage against all damages and against any claims, action or proceedings brought against it resulting from the use of the Service or its contents.
Angage undertakes to implement the measures required to provide an available and uninterrupted service within the scope of its capabilities and its equipment as well as the technical restrictions inherent to their operation. To this end, Angage cannot guarantee that the service is always available, uninterrupted and error free.

Angage exercises no control over stored, transferred and/or disseminated information and cannot therefore be held liable.
Angage cannot be held responsible for any direct or indirect damage resulting from the use, malfunction or interruption of the Service.

Article VII. Data Protection

Angage acts as the Subcontractor in regard to clients’ personal data and the Client acts as the Processing Manager. The terms Subcontractor and Processing Manager are defined in the GDPR. Angage must take the appropriate technical and organisational measures to prevent non-authorised or illegal processing of personal data and must comply with the other applicable legislative provisions regarding data protection.
In so far as the client is the Processing Manager and Angage is the subcontractor; under these terms and conditions the Client authorises Angage to process personal data obtained by the Client to meet its obligations under the terms and conditions of service. The collection of personal data is only carried out under the Client’s supervision.
The client grants Angage general authorisation to use third parties to provide the Service. When the sub-processor is located in a third-party country and there are no feasible and appropriate safeguards, the processing manager instructs the subcontractor to sign, on behalf of the processing manager, the standard contractual clauses of the European Commission with the sub-processor in accordance with these instructions.

Article VII. Force majeure

Both parties will be exempt from all liability resulting from force majeure in accordance with the terms of article 1148 of the French civil code.

Article VIII. Miscellaneous provisions

Number assignment
The assignment of numbers does not constitute the transferral of property to the Client.

Confidentiality

Throughout the duration of the contract and for a one-year period following its termination, each of the Parties undertakes to uphold the confidential nature of the information that they have received through their contractual relations. However, Angage can pass on information related to Service use to authorities including the police and the gendarmerie (French military police) in the event that these authorities request it.

Business references – special offers

The Client authorises Angage to use its name, brand and logo as a business reference. The Client authorises Angage to send it adverts, sales offers and invitations.

Intellectual Property

All the Intellectual Property Rights related to the Service are and will remain the exclusive property of Angage.
Contract assignment
The contract cannot be assigned nor transferred without prior agreement from Angage.
Disputes/Applicable law
The contract is governed by French law. Any dispute will be brought before the commercial court of London – United Kingdom