T&Cs

BETTERCONTACT – TERMS AND CONDITIONS OF SALE AND USE

These general terms and conditions of sale and use (hereinafter “the Agreement”) are entered into between BETTERCONTACT (hereinafter “the Company”), a French simplified joint stock company, with its registered office at 11 rue du Puits Gaillot, 69001, Lyon, France, registered with the Lyon Registry of Companies under company number 882 799 372, and any legal entity or natural person acting in the course of their professional activities, whose details are provided in the Order Form (hereinafter “the Customer”).

1. DEFINITIONS

“Application” means the web application platform and data aggregation and enrichment services made available to the Customer on a SaaS (software as a service) basis, as pursuant to this Agreement.

“Order Form” means any Order Form placed by the Customer for a subscription to the Application and complementary services provided by the Company via any other form completed online by the Customer or otherwise agreed upon in writing by the Parties.

“Documentation” means any description of the Application provided on the Company’s website, as well as all instructions for use, setup, and configuration of the Application communicated and/or made available to the Customer by the Company as part of the Application’s functional specifications.

Customer Data means all data and information entered and/or uploaded by the Customer via the Application, or otherwise provided to the Company by the Customer, including, in particular, data relating to its customers, prospects and any other commercial information.

“Company Data” means all data provided to the Customer by the Company via the Application including contact information of business profiles.

2. RIGHT TO USE THE APPLICATION

Effective as of the date of acceptance of the Order Form, the Company hereby grants the Customer, for the duration of the subscription purchased under the Order Form, a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Application solely for its internal business purposes, in accordance with the Documentation and within the scope of use (if any) specified in the applicable Order Form. Except within the limits expressly provided for elsewhere in this Agreement, the Customer shall not grant sublicenses, rent, lend, or transfer the rights granted to the Application, in any manner whatsoever, to a third party.

3. ACCESS TO THE APPLICATION

Access by the Customer or any authorized user is granted from any computer using the login credentials chosen by the relevant user. The Company shall not be held liable for any loss or damage resulting from the Customer’s or any authorized user’s failure to protect their login credentials and/or Customer Data. Access to the Application within the Customer’s company may also be managed by one or more administrators designated by the Customer, who will be responsible for assigning user access with differentiated access rights and functionalities according to the relevant user categories.

4. SERVICES

In connection with any specific additional services, if any, purchased by the Customer under the Order Form, the Customer is also responsible for (i) assisting in defining its needs, (ii) providing the Company with all information and documents necessary for the performance of the specific services, and (iii) fully cooperating with the Company to provide the specific services. It is understood that compliance with the commitments and deadlines agreed upon for any specific services is contingent upon the Customer’s fulfillment of its own obligations.

5. SUPPORT/MAINTENANCE

In the event of any error in the Application and/or in the Company Data, the Company will use its best efforts, upon receipt of a notification from the Customer sent to the Company’s support team, to provide a corrective or workaround solution within a reasonable timeframe. The Customer acknowledges and agrees that the Company reserves the right to correct any errors and defects through the automatic installation of updates. The Customer is informed that errors and defects that do not prevent normal use of the Application will not necessarily be corrected. Furthermore, the Company shall assume no maintenance obligation in the event of the Customer’s failure to comply with the Company’s instructions and/or the Documentation.

6. FINANCIAL TERMS

6.1 Payment terms and pricing

The Customer agrees to pay the Company the fees specified in Order Form. The amounts charged by the Company are collected in advance by the Company via bank transfer or credit card. Without prejudice to the Company’s other rights, any failure or delay in payment shall immediately result in the application of late payment penalties equivalent to three times the statutory interest rate, effective from the day following the invoice due date. The Company shall also be entitled to apply a minimum flat-rate indemnity of €40 for collection costs. If a failure to pay persists after more than three attempted direct debits, the Company shall be entitled, without any further formality other than sending a written notice and without prejudice to the Company’s other rights, to suspend the Customer’s access to the Application until full payment of the amounts due. The Company reserves the right to revise the prices at any time, at its discretion. The Company will notify the Customer of these modifications at least 1 (one) month prior to the new prices taking effect. Such notification will be provided through any suitable written means, including email. Once the revised prices come into effect, they will only apply to the renewal of the subscription term purchased by the Customer under the Order Form.

6.2 Credit rules

Customer’s subscription includes a number of credits for use of the services provided within the Application as specified in the Order Form, allocated per billing period (i.e. monthly or annually, as applicable). Any unused credits at the end of a billing period shall automatically roll over to the following billing period; provided, however, that the total accumulated credits shall at no time exceed twice the number of credits allocated per billing period under the Customer’s service capacity as set out in the Order Form (the “Credit Cap”). Any credits that would cause the Customer to exceed the Credit Cap shall be automatically forfeited and shall not be carried forward. For the avoidance of doubt, all unused credits shall be immediately and irrevocably forfeited upon cancellation or termination of the Customer’s subscription, regardless of the reason for such cancellation or termination.

7. WARRANTIES

7.1 Company Warranties

The Company warrants that the Application will materially operate in accordance with the Documentation. However, the Company does not warrant that the Application will be error-free, uninterrupted, or meet the Customer’s specific expectations. While the Company uses commercially reasonable efforts to ensure availability and avoid significant downtime, it shall not be liable for any unavailability resulting from Internet network failures, third-party hosting infrastructure, or scheduled maintenance. The Company warrants that Company Data are provided in compliance with applicable laws and, using commercially reasonable industry practices, seeks to maintain a high level of accuracy and to remove manifestly outdated or incorrect information. The Company does not warrant that the Company Data are complete, exhaustive, or error-free. The Company further warrants that Company Data will be transferred to the Customer using appropriate security measures. The Company does not control, and shall not be responsible for, any use made of the Company Data by the Customer or any third party. The Customer shall be solely responsible for, and shall indemnify and hold the Company harmless against, any and all claims, liabilities, damages, losses, and costs (including reasonable legal fees) arising out of or in connection with any use, processing, or onward transfer of the Company Data by the Customer or its clients or contracting parties, except to the extent such claim is directly and exclusively caused by the Company’s material breach of its contractual obligations in provision of the Company Data.

7.2 Customer Warranties

The Customer shall be fully liable to the Company for any non-compliance of the Customer’s Data with applicable regulations, including, but not limited to, its unlawful nature or infringement of third-party rights. The Customer shall indemnify the Company against any consequences arising from the Customer’s failure to comply with applicable regulations when using the Application. In this regard, it is hereby reiterated that the Customer assumes full responsibility for the use of the Application by its users and persons involved in its commercial operations, particularly with respect to direct marketing, and the Company disclaims all liability in this regard. The Customer further acknowledges that they possess all legal authorizations required to use the Application and its features. Finally, the parties agree that although the Customer’s Data is hosted within the hosting infrastructure used by the Company, the Customer remains responsible for performing regular backups of their Data.

8. LIABILITY

Regardless of the basis of the claim, the Company’s liability for any damages that may be claimed by the Customer is limited, for all damages combined, to the amount of the sums (excluding tax) paid or payable to the Company under the Order Form during the six months preceding the month in which the event giving rise to liability occurred. In any event, the Customer has a maximum period of one (1) year from the date of becoming aware of such a breach to hold the Company liable. Furthermore, the Company shall not be liable for compensation for indirect damages or lost profits, such as, in particular, loss of contracts or customers, loss of business, service interruption related to the use of the Application, damage to brand reputation, or loss or corruption of data and/or files. Any harm suffered by a third party shall be deemed an indirect damage. Furthermore, the Company shall not be held liable for any breach of its obligations resulting from an event of force majeure or beyond its control, such as, in particular, computer hardware or power failures, incidents and failures of hosting infrastructure and telecommunications networks, and government measures that may prevent the performance of the Agreement.

9. THIRD-PARTY APIS AND SERVICES

As part of the features offered by the Application, the Customer may integrate or access third-party services and/or content via third-party application programming interfaces (APIs). Such third-party services and content are neither published, operated, nor controlled by the Company. Accordingly, the Company shall have no liability whatsoever in relation to the availability, performance, security, reliability, legality, or content of such third-party services, nor for any loss, damage, or claim arising out of or in connection with their use, access, or integration.

10. CONFIDENTIALITY

The parties agree to treat as strictly confidential and to handle as such all commercial, financial, or technical information pertaining to the other party, regardless of its medium, that is communicated or collected during the performance of the Agreement. Any information already in a party’s possession prior to its disclosure, known to the public, or lawfully obtained by a third party not party to the Agreement shall be deemed non-confidential. The parties agree not to disclose or allow the disclosure, directly or through an intermediary, in whole or in part, of the other party’s confidential information to any third party whatsoever, with the exception of employees and/or subcontractors who require such information to perform their obligations. The confidentiality obligations set forth in this section shall survive the expiration or termination of this Agreement, for any reason whatsoever, for a period of three (3) years from the effective date of such expiration or termination.

11. INTELLECTUAL PROPERTY – INFRINGEMENT

The Application, as well as the trademarks, images, texts, photos, logos, and any other protected elements made available to the Customer by the Company, without this list being exhaustive, are the exclusive property of the Company or its licensors. The Company shall defend, at its own expense, the Customer against any legal action brought against the Customer by a third party based on the Application’s infringement of the intellectual property rights of the third party in question, and undertakes to bear the costs of any judgments rendered against the Customer pursuant to a final and non-appealable court decision or a settlement reached and approved in advance by the Company. This warranty is expressly subject to the conditions that (i) the Customer has immediately notified the Company in writing of the third party’s claim, (ii) the Company has exclusive control over the defense and any settlement, (iii) the Customer refrains from any admission of liability, and (iv) the Customer actively and faithfully cooperates with the Company in this regard. Any warranty regarding infringements of third-party rights is excluded if based on (i) use of the Application that does not comply with the agreed contractual terms, (ii) a claim concerning any other product, hardware, software, or data not provided by the Company, provided that the infringement of third-party rights results solely from such element integrated into the Application and not from the Application taken in isolation.

12. TERM – TERMINATION

The Agreement is entered into for the subscription term specified in the Order Form, automatically renewable for identical subscription periods unless terminated by the Customer in writing at least one (1) month prior to the scheduled renewal date. Any termination by the Customer shall take effect on the expiration date of the current subscription; no refund will be issued. Where the Customer elects not to renew the subscription, all credits remaining in the Customer’s account shall be locked upon notification of non-renewal and shall no longer be available for use; such credits shall, however, remain visible in the Customer’s account until the expiration date of the current subscription period. In the event the Customer withdraws its cancellation notice prior to the scheduled renewal date, the locked credits shall be reactivated and made available for use for the remainder of the then-current billing period, subject to the terms set forth in section “Credit rules”. In the event of a breach by either party of any of its material obligations under the Agreement, which is not remedied within thirty (30) days from the date of receipt of the formal notice of default, the Agreement may also be terminated as of right, without prejudice to the other rights of the non-defaulting party. Upon termination or expiration of the Agreement, regardless of the cause, the Customer must immediately cease all use of the Application. Furthermore, upon cancellation or termination of the subscription, the Company shall delete all Customer Data, including without limitation contact data and enrichment data, within a reasonable timeframe following the effective date of such cancellation or termination, unless retention is required by applicable law.

13. PERSONAL DATA

Under this Agreement, the Company will process certain personal data of Customer as a data controller within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of personal data (GDPR). The processing of personal data for which the Company acts as a data controller is identified in its privacy policy available at https://bettercontact.rocks/privacy/ Certain Customer Data, however, will be processed by the Company as a data processor on behalf of the Customer, who acts as the data controller within the meaning of the GDPR. When the Company acts as a processor for the Customer in connection with the processing of certain Customer Data, the parties agree to comply with the provisions of the data processing agreement available at https://bettercontact.rocks/dpa/

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and all of its provisions, and supersedes and replaces any prior documents and agreements between the parties.

14.2 Reference

The Company is authorized to use the Customer’s distinctive marks for client reference purposes in its advertising or promotional materials.

14.3 Assignment

Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Company may, without the Customer’s consent, assign or transfer this Agreement, in whole or in part, to any entity that acquires all or substantially all of the assets or business of the Company, or to any successor entity resulting from a merger, acquisition, reorganization, or other corporate restructuring involving the Company. In such event, the Company shall notify the Customer of the assignment within a reasonable timeframe following its effective date.

14.4 Governing Law and Jurisdiction

This Agreement is governed by French law. In the absence of an amicable settlement, any disputes that may arise regarding the validity, interpretation, performance or non-performance, suspension, or termination of this Agreement shall be submitted to a mediation procedure, the terms of which shall be defined by the parties. In the event of a failure of mediation or an inability to agree on the terms of mediation, exclusive jurisdiction is assigned to the Commercial Court of Paris, France.