Terms and Conditions of Sale

Any signature of an Order Form by the CLIENT implies, as an essential and determining condition, the CLIENT's unreserved acceptance of these General Terms and Conditions, which prevail over any other document exchanged or agreed upon previously between the Parties and relating to the services provided by JERING, and supersede any other document issued by the CLIENT, in particular any general terms and conditions of purchase. 

The Terms and Conditions can be accessed at any time at the following URL: https://www.episto.fr/conditionsgenerales.

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ARTICLE 1 - DEFINITIONS

The Parties agree that the following terms, whether used in the singular or plural, shall have the meanings set forth below.

"Campaign Analysis(s)" means the analyses of data from Campaigns performed by JERING for the CLIENT." Order Form(s)" means the order form(s) and/or quotation(s) signed by the CLIENT stipulating (i) the nature and description of the Services to be performed by JERING, (ii) the term during which the Services are to be performed, and (iii) the price to be paid by the CLIENT for said Services.""Campaign(s)" means the consulting campaign(s) ordered by the CLIENT from JERING in the Order Form. CLIENT" means the signing company as indicated in any Order Form(s)." Terms and Conditions" means the Purchase Order signed by CUSTOMER and these terms and conditions, including the Appendix." Effective Date" means the effective date of each Purchase Order as set forth within such Purchase Order." Campaign Data(s)" means anonymized Campaign data including all responses to Campaigns provided by Respondents and collected during a Campaign by JERING, associated data such as response time to Campaign questions, and any Campaign Analysis provided by JERING, if any." Confidential Information" means any information held, possessed or used by either Party that is not publicly known, and that is communicated, known, developed or acquired in any way by the other Party or a subcontractor or its employees or agents (a) in the performance of the Services or (b) via any form of written, verbal or electronic communication where the Party receiving the information is aware or should know that such information is confidential. This includes, without limitation, trade secrets, techniques and know-how, financial data (including cost and pricing data), personal information, records, projections, sales and marketing data, technical processes, product designs or any other information concerning business operations, vendors, customers or computer systems, including software licensed from third parties. In particular, any information relating to the know-how, technologies and operation of the Platform constitutes Confidential Information." JERING" refers to the company JERING SAS, whose registered office is located at 5 avenue du Général De Gaulle, 94160 Saint-Mandé, France, or any future registered office it may adopt, registered with the Créteil trade and companies register under number 843 146 218." Party(ies)" refers to both the CLIENT and JERING. Platform" refers to the platform owned and operated online by JERING that can be made available to the CLIENT to consult the Campaign Data for a Campaign or Campaigns accessible at the following URL address: https://app.episto.fr." Service(s)" means both the Campaigns and the Services together." Respondent(s) " means any person responding to a Campaign on the Social Network." Social Network" refers to the social network(s) selected by the CUSTOMER in the Order Form from among those offered by JERING on which the CUSTOMER would like the Campaign to be offered to Respondents." Service" refers to the service(s) described in the General Terms and Conditions, provided by JERING, including in particular the execution of the Campaign on the Social Network. Service(s)" refers to the additional service(s) that may be provided by JERING to the CLIENT as set forth in the Order Form.

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ARTICLE 2 - ORDER FORM 2.1. The General Terms and Conditions set out the contractual terms and conditions applicable to any Purchase Order signed by the CUSTOMER, which includes in particular the ordering of Campaign(s) by the CUSTOMER and the provision of the related Services by JERING as described in the Purchase Order. The Purchase Order details the nature, execution and delivery dates, and the price of the Campaign(s) and Services. 2.2. Any Purchase Order signed by the CLIENT constitutes a firm and definitive commitment and acceptance of the General Conditions. 2.3. Any request to modify the Purchase Order must be the subject of an amendment signed by the Parties.

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ARTICLE 3 - EXECUTION MODALITIES

3.1 Obligations of the CLIENT

The CLIENT undertakes to facilitate JERING's task in respect of the Services entrusted to the SERVICE SUPPLIER, in particular by making available to JERING any information that JERING may require for the performance and supply of the Services.

3.2. Platform

It is understood that access to the Platform is individual and nominative, and that under no circumstances can access be shared between several individuals acting for the Customer.

The CUSTOMER must ensure that the contact details provided to JERING on the Purchase Order are correct and up-to-date. In the event of a change in contact details, the CUSTOMER undertakes to contact JERING as soon as possible so that these can be amended.

Furthermore, it is understood that the CUSTOMER is the only one responsible for the login and password related to his access to the Platform. The identifier and password are considered confidential. Any suspected disclosure, whether intentional or not, of the login and password is the sole responsibility of the CLIENT, to the exclusion of JERING. JERING accepts no responsibility for any illicit or fraudulent use of the CLIENT's login and password or the various tools made available to the CLIENT.

In such an event, the CLIENT undertakes to inform JERING of this possibility as soon as possible. 3.3. JERING's obligations

JERING declares that it has the expertise and resources necessary to perform the Services, and undertakes to use its best efforts to perform the Services in accordance with industry standards and the requirements of the Purchase Order. 

JERING's liability is limited exclusively to providing the Services specified in the Order Form on the terms and conditions described herein and in the Order Form, to the exclusion of any other services. The CLIENT further acknowledges and agrees that the Services are provided on an "as is" basis without warranty of any kind, express or implied.

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ARTICLE 4: REMUNERATION

4.1 In consideration of the execution of the Campaigns and the provision of the Services under the Purchase Order, the CLIENT will pay JERING the sum specified in the Purchase Order. 

4.2. The remuneration defined above will be paid by the CLIENT in accordance with the payment schedule defined in the Purchase Order, upon receipt of the corresponding invoice sent by JERING. Payment will be made by bank transfer to the account whose details have been sent by JERING to the CLIENT. In the event of late payment, JERING may require the CLIENT to pay a flat-rate indemnity for collection costs and late payment penalties, calculated on the basis of three times the current annual legal interest rate calculated from the due date until full payment of the price.

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ARTICLE 5: DURATION - TERMINATION

5.1. The Purchase Order shall take effect retroactively on the Effective Date for the term set forth in the Purchase Order. It may be renewed by mutual agreement of the Parties by execution of a new Purchase Order.

5.2 In the event of a serious breach of the obligations under this Purchase Order by either Party, the other Party may terminate the Purchase Order by operation of law, without prejudice to any damages to which it may be entitled, one month from the date of dispatch of a registered letter with acknowledgement of receipt, notifying the said breach, which has not been remedied in full within the said period of 30 days

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ARTICLE 6: GUARANTEES

6.1. Without prejudice to the other obligations set forth herein, CUSTOMER warrants compliance with the following obligations.

i. The CUSTOMER warrants JERING, in its use of the Services, to comply with applicable laws and regulations and not to infringe the rights of third parties or public order. In particular, the CUSTOMER undertakes to protect the Campaign Data in accordance with applicable law and to use it only for the purposes for which it was collected.

The CLIENT is solely responsible for the proper completion of all administrative, tax and/or social security formalities and for all payments of contributions, taxes or duties of any kind that may be due in connection with its use of the Services. JERING may not be held liable in any way in this respect.

ii. The CUSTOMER acknowledges that he/she is aware of the characteristics and constraints of all the Services. The CUSTOMER acknowledges and agrees that he/she is solely responsible for his/her use of the Services.

iii. The CLIENT undertakes to provide JERING with all documents, elements, data and information necessary for the proper performance of the Services. More generally, the CLIENT undertakes to cooperate actively with JERING in the proper performance of the present contract and to inform JERING of any difficulties arising in connection with such performance.

The CLIENT is strictly forbidden to carry out any act that may prejudice JERING's financial, commercial or moral rights and interests, and more generally to violate any provision of these General Conditions.

6.2. JERING will use its best efforts to ensure that the Campaign and the Services are properly executed and comply with (i) the descriptions in the Order Form, and (ii) applicable law and regulations. 

The CLIENT acknowledges and agrees that JERING does not interfere with the responses given by Respondents during Campaigns. Therefore, under no circumstances shall JERING be held responsible for any errors, inconsistencies and/or lack of truthfulness, relevance and/or accuracy of the Campaign Data, as well as any Campaign Data that violates applicable law and/or third party rights.

6.3. In accordance with article R.324-4 of the French Labour Code, JERING will make available to the CLIENT, upon written request which may be made every six months by the CLIENT, the mandatory documents listed in the said article.

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ARTICLE 7: CONFIDENTIALITY

7.1. Each Party guarantees the confidentiality of information (hereinafter referred to as "Confidential Information"), of any nature whatsoever, whether written or oral, of which they have become aware within the framework of the General Terms and Conditions, in particular, JERING's remuneration conditions, and any information relating to the CLIENT's business, Services, Campaigns, budgets and/or offers, as long as this information is not made public.

This obligation of confidentiality shall continue as long as the data concerned has not become public, unless the Party having communicated such confidential data specifically and expressly agrees to a waiver of confidentiality.

This section shall survive the termination or expiration of the General Conditions for any reason.

7.2. As an exception to the foregoing, the Parties may communicate about the existence of their partnership for promotional purposes, provided they have obtained the express written approval of the other Party.

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ARTICLE 8: INTELLECTUAL PROPERTY

8.1. The General Terms and Conditions do not grant the CLIENT any intellectual property rights whatsoever in respect of all texts, images, content and databases published and used by JERING as part of the Services - excluding content, data and/or databases received from the CLIENT or a third party, the ownership of which remains with the CLIENT and/or the third party - including the General Terms and Conditions, trademarks, trade names and logos, software, structures, infrastructures and databases used by JERING, which remain the exclusive, full and complete property of JERING.

Any act of disassembly, decompilation, decryption, extraction, reuse, and more generally any reproduction, representation, distribution, adaptation, or marketing by the CLIENT of texts, images, or content owned by JERING, committed in a manner that does not comply with the provisions of the General Terms and Conditions, is prohibited and may be subject to legal action.

8.2. Notwithstanding the foregoing, and in consideration of the price agreed in the Order Form, JERING transfers to the CLIENT on an exclusive basis, for the entire world, and for the duration of legal protection, the intellectual property rights relating to the Campaign Analyses for the purposes set out in the Order Form.

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ARTICLE 9: PERSONAL DATA

The Parties undertake to comply with the provisions relating to the processing of personal data as set out in the Annex hereto.

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ARTICLE 10: ASSIGNMENT

The General Terms and Conditions are concluded intuitu personae, the CLIENT may not assign all or part of the rights and obligations arising from the General Terms and Conditions, except with the prior written consent of JERING.

JERING may freely assign all or part of the rights and obligations arising from the General Terms and Conditions and/or the Purchase Order without the CLIENT's consent. 

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ARTICLE 11: FORCE MAJEURE

11.1. If, due to an event considered to be a case of force majeure under French case law, either Party is unable to perform its obligations, performance of the Purchase Order shall be temporarily suspended for the duration of such impossibility, without either Party being entitled to seek liability from the other.

11.2 However, in the event of the occurrence of such an event, the Parties shall use their best efforts in good faith to take all reasonable steps to continue performance of the Purchase Order and to substitute a reduced service for the contractual services. The Party invoking force majeure shall notify the other Party as soon as it occurs by registered letter with acknowledgment of receipt

11.3 In any event, if this event should last more than 15 days, the Purchase Order may be terminated at the initiative of either Party without entitlement to compensation on either side.

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ARTICLE 12: GENERAL CLAUSES

12.1 It is understood and agreed that the law applicable to the General Terms and Conditions and the Order Form is French law. In the event of any dispute relating to the validity, interpretation and/or performance of the General Terms and Conditions and the Order Form, the Parties hereby grant exclusive jurisdiction to the competent courts of Paris.

12.2. The Purchase Order may be signed and sent by scan, e-mail, facsimile and in several copies, each of which is deemed to be an original and all of which together constitute a single legal document.

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