General Terms and Conditions of Sale

Any signature of a Purchase Order by the CLIENT constitutes an essential and determining condition, the CLIENT's unreserved acceptance of these General Terms and Conditions, which prevail over any other document exchanged or previously agreed upon between the Parties concerning services provided by JERING, and exclude any other document originating from the CLIENT, particularly its potential general terms and conditions of purchase. 

The General Terms and Conditions are accessible 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, used in the singular or plural, shall have the meanings ascribed to them below.

“Campaign Analysis(es)” means the analyses of data derived from Campaigns and performed by JERING for the CLIENT.“Purchase Order(s)” means the purchase order(s) and/or quote(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 consultation campaign(s) ordered by the CLIENT from JERING in the Purchase Order.“CLIENT” means the signatory company as indicated in any Purchase Order(s).“General Terms and Conditions” collectively means the Purchase Order signed by the CLIENT and these general terms and conditions of sale, including the Appendix.“Effective Date” means the effective date of each Purchase Order as provided within said Purchase Order.“Campaign Data” 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, where applicable.“Confidential Information” means any information held, possessed, or used by one of the Parties that is not publicly known, and that is communicated, known, developed, or acquired in any manner whatsoever 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 be aware 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 third-party licensed software. In particular, any information relating to the know-how, technologies, and operation of the Platform constitutes Confidential Information.“JERING” means the company JERING SAS, whose registered office is located at 5 avenue du Général De Gaulle, 94160 Saint-Mandé, or any future registered office it may adopt, registered with the Créteil Trade and Companies Register under number 843 146 218.“Party(ies)” collectively means the CLIENT and JERING.“Platform” means the online platform owned and operated by JERING that may be made available to the CLIENT, allowing for the consultation of Campaign Data and the execution of Campaign(s), accessible at the following URL: https://app.episto.fr.“Services” collectively means the Campaigns and the Services.“Respondent(s)” means any person responding to a Campaign on the Social Network.“Social Network” means the social network(s) selected by the CLIENT in the Purchase Order from those offered by JERING, on which the CLIENT wishes the Campaign to be proposed to Respondents.“Service” means the service(s) subject to the General Terms and Conditions, provided by JERING, including in particular the execution of Campaigns on the Social Network.“Additional Service(s)” means the additional service(s) that may be provided by JERING to the CLIENT as stipulated in the Purchase Order.

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ARTICLE 2 – PURCHASE ORDER 2.1. The General Terms and Conditions establish the contractual terms applicable to any Purchase Order signed by the CLIENT, including the ordering of Campaign(s) by the Client and the provision of 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 Campaigns and Services. 2.2. Any Purchase Order signed by the CLIENT constitutes a firm and definitive commitment and acceptance of the General Terms and Conditions. 2.3. Any request for modification of the Purchase Order must be subject to an amendment signed by the Parties.

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ARTICLE 3 - TERMS OF EXECUTION

3.1. CLIENT's Obligations

The CLIENT undertakes, in respect of the Services entrusted to the PROVIDER, to facilitate JERING's task, notably by providing it with any information JERING may require for the execution and provision of the Services.

3.2. Platform

It is understood that access to the Platform is individual and nominative, and that under no circumstances shall access be shared among several natural persons acting on behalf of the Client.

The Client must ensure that the contact details provided to JERING in the Purchase Order are correct and up-to-date. In the event of a change in contact details, the CLIENT undertakes to contact JERING as soon as possible for these to be updated.

Furthermore, it is understood that the CLIENT is solely responsible for the username and password related to its access to the Platform. The username and password are considered confidential. Any suspicion of disclosure, intentional or unintentional, of the username and password engages the sole responsibility of the CLIENT, to the exclusion of JERING. JERING disclaims all responsibility for any illicit or fraudulent use of the CLIENT's username and password, as well as the various tools made available to it.

In such an event, the CLIENT undertakes to notify JERING of such an occurrence as soon as possible. 3.3. JERING's Obligations

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

JERING's liability is exclusively limited to the provision of the Services mentioned in the Purchase Order according to the terms described herein and in the Purchase Order, to the exclusion of any other service. The CLIENT further acknowledges and agrees that the Services are provided "as is" without any warranty of any kind, express or implied.

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ARTICLE 4 : REMUNERATION

4.1. In consideration for the execution of the Campaigns and the provision of the Services under the Purchase Order, the CLIENT shall pay JERING the amount stipulated in the Purchase Order. 

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

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ARTICLE 5 : TERM - TERMINATION

5.1. The Purchase Order shall take effect retroactively from the Effective Date and for the duration stipulated in the Purchase Order. It may be renewed by mutual agreement between the Parties through the signing of a new Purchase Order.

5.2. In the event of a serious breach of the obligations undertaken under this Purchase Order by one of the Parties, the other Party may terminate the Purchase Order as of right, without prejudice to any damages it may claim, one month from the dispatch of a registered letter with acknowledgment of receipt, notifying said breach, if not fully remedied within the said 30-day period.

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ARTICLE 6: WARRANTIES

6.1. Without prejudice to other obligations stipulated herein, the CLIENT guarantees compliance with the following obligations.

i. The CLIENT guarantees to JERING that, in its use of the Services, it will comply with applicable laws and regulations and will not infringe upon third-party rights or public order. Specifically, the CLIENT undertakes to protect Campaign Data in accordance with applicable law and to use it solely for the purposes for which it was collected.

The CLIENT is solely responsible for the proper completion of all formalities, including administrative, fiscal, and/or social, and for all payments of contributions, taxes, or duties of any kind incumbent upon it, where applicable, in relation to its use of the Services. JERING shall not be held liable in this regard.

ii. The CLIENT acknowledges having reviewed the characteristics and constraints of all Services. The CLIENT acknowledges and accepts sole responsibility for its use of the Services.

iii. The CLIENT undertakes to provide JERING with all documents, elements, data, and information necessary for the proper execution of the Services. More generally, the CLIENT undertakes to actively cooperate with JERING for the proper execution of these terms and to inform it of any difficulties related to such execution.

The CLIENT is strictly prohibited from performing any act liable to infringe upon JERING's financial, commercial, or moral rights and interests, and more generally, from violating any provision of these General Terms and Conditions.

6.2. JERING will use its best efforts to ensure the proper execution of the Campaign and Services for the CLIENT, and their compliance with (i) the descriptions provided in the Purchase Order, and (ii) applicable laws and regulations. 

The CLIENT acknowledges and accepts that JERING will in no way interfere with the responses provided by Respondents during Campaigns. Consequently, JERING cannot be held responsible for any error, inconsistency, and/or lack of veracity, relevance, and/or accuracy of the Campaign Data, nor for any Campaign Data violating applicable law and/or third-party rights.

6.3. In accordance with Article R.324-4 of the French Labor Code, JERING shall make available to the CLIENT, upon written request which may be submitted 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 whatever nature, written or oral, of which they became aware within the scope of the General Terms and Conditions, including JERING's remuneration terms, and all information relating to the CLIENT's activity, the Services, Campaigns, budgets, and/or offers, as long as such information has not been made public.

This confidentiality obligation shall continue as long as the data concerned has not become public, unless there is a specific and express agreement from the Party that communicated such confidential data to waive confidentiality.

This article shall survive the termination or expiration of the General Terms and Conditions for any reason whatsoever.

7.2. Notwithstanding the foregoing, the Parties may communicate on the existence of their partnership for promotional purposes, provided that the express written approval of the other Party has been obtained.

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ARTICLE 8: INTELLECTUAL PROPERTY

8.1. The General Terms and Conditions do not confer upon the CLIENT any intellectual property right of any kind over all texts, images, content, and databases published and operated by JERING within the scope of the Services – with the exception of 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 commercialization by the CLIENT of texts, images, or content owned by JERING, carried out in a manner inconsistent with the provisions of the General Terms and Conditions, is prohibited and may be subject to legal proceedings.

8.2. Notwithstanding the foregoing, and in consideration of the price agreed upon in the Purchase Order, JERING exclusively assigns to the CLIENT, worldwide and for the duration of legal protection, the intellectual property rights related to Campaign Analyses for the purposes stipulated in the Purchase Order.

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ARTICLE 9: PERSONAL DATA

The Parties undertake to comply with the provisions relating to the processing of personal data as stipulated 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 JERING's prior written consent.

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. Should either Party be unable to fulfill its obligations due to an event considered as force majeure under French case law, the execution of the Purchase Order shall be temporarily suspended for the duration of such inability, without either Party being able to seek the other's liability.

11.2 However, in the event of such an occurrence, the Parties shall endeavor in good faith to take all reasonably possible measures to continue the execution of the Purchase Order and to substitute reduced services for the contractual provisions. The Party invoking force majeure must notify the other Party immediately upon its occurrence by registered letter with acknowledgment of receipt.

11.3 In any event, should this event persist for more than 15 days, the Purchase Order may be terminated at the initiative of either Party, without either party being entitled to compensation.

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ARTICLE 12: GENERAL PROVISIONS

12.1. It is understood and agreed that the governing law for these General Terms and Conditions and the Purchase Order is French law. In the event of any dispute related to the validity, interpretation, and/or execution of the General Terms and Conditions and the Purchase Order, the Parties hereby grant exclusive jurisdiction to the competent courts of Paris.

12.2. The Purchase Order may be signed and then sent by scan, email, facsimile, and in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same legal instrument.

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