Article 1: Application – Validity
The following general terms and conditions (TERMS) shall apply to any purchase of the SPITCHE platform. They form the basis of the sales negotiation and shall prevail over any other specific conditions and any other document. Any order placed with SPITCHE entails formal acceptance by the customer of these TERMS, the Data Policy and the Terms and Conditions of Use of the technology, and any restrictive clause from the customer, if not expressly accepted, cannot be opposed to SPITCHE.
Article 2: Orders – Prices – Terms of payment
Signature by the customer of a purchase order accepted by SPITCHE amounts to a firm and final order.
Any modification or cancellation of a firm and final order must be expressly accepted by SPITCHE. Any ancillary costs already incurred shall be charged. The price for the services is set by the price list being in force on the date on which the order is placed. Prices are meant in euro and exclusive of taxes. Unless otherwise stated in the purchase order signed by the customer, invoices are payable in full upon receipt. Payment can be made by bank transfer. SPITCHE reserves the right to stop or discontinue any service and shall not be held liable for any consequences resulting from the exercise of such right, nor for any indemnification.
Article 3: Delivery – Access to the SPITCHE platform
As soon as SPITCHE receives the price agreed upon, the customer promptly receives an email from SPITCHE about the opening of an active account on the technology, in accordance with the package chosen by the customer. The use of the SPITCHE platform by the customer is also subject to the Data Policy and the Terms and Conditions of Use published in the technology back-office. Said Terms and Conditions of Use shall be formally accepted by the customer upon first use of the platform. Delays in delivery cannot be used as a reason to cancel an order or to claim damages.
Article 4: Intellectual property
Any trademarks, logos, source codes and other signs appearing on the technology are SPITCHE property. Any reproduction of the platform, whether in whole or in part, is strictly forbidden without any prior authorisation. The customer shall be solely liable for any content directly or indirectly published on the technology by the customer or a customer’s ambassador. The customer therefore undertakes not to publish directly or indirectly on the technology any contents that may affect the rights and/or interests of any third parties. The customer shall deal with any legal action brought by any third party against SPITCHE based on any content directly or indirectly published by the customer or a customer’s ambassador. SPITCHE may at any time delete or modify any content of the customer for any reason whatsoever. The customer does not receive any justification and notice prior to the deletion or modification of the content.
Article 5: Personal data
SPITCHE guarantees to the customer that his/her personal data are processed in accordance with its Data Policy which applies to the customer and
which is available at []. In particular, the customer shall have a right to access, correct, delete, or object to the processing of, his/her personal data. The customer shall exercise this right by means of an email to []. Unless otherwise provided, the customers’ personal data shall be kept by SPITCHE for a period of 5 years. SPITCHE guarantees that no use of client’s data and ambassadors’ data will be made. All the data generated by the client will be the client’s property.
Article 6: Warranty – Limitation of liability
SPITCHE is bound by an obligation to use its best endeavours. Access to the SPITCHE platform is provided “as is” without any warranty of any kind whatsoever, in particular, but without limitation, about any result, any fitness for a particular need or use. The customer accepts to assume all the risks or consequences that may result from its use. SPITCHE shall in no case be liable if the customer does not achieve commercial and financial goals linked to the use of the platform or for any loss of any kind, the reason of which is not directly attributable to SPITCHE, such as (without limitation): loss of data, goods or gains, harm to image or reputation, that may result from any use of, or from the impossibility to use, the platform In particular, SPITCHE does not guarantee a bug-free or uninterrupted operation of the technology SPITCHE shall only be held liable under civil law in case of actions taken in connection with the performance of the contract and only if a causal link is established between the alleged loss and a negligence on the part of SPITCHE. In any case, if SPITCHE is held liable for any reason whatsoever, the total amount of the compensation that SPITCHE might pay to the customer shall not exceed the amount before tax of the contract, regardless of the legal ground of the claim and the proceedings used to make it succeed.
Article 7: Governing Law and Dispute Settlement
In case of any dispute relating to this contract and this collaboration, the parties shall seek amicable settlement under the CMAP (Centre for Mediation and Arbitration of Paris) mediation procedure, prior to any legal action. Failing amicable settlement, all disputes and complaints shall be exclusively submitted to the courts of Paris. Only French law shall apply.
Article 8: General provisions
No waiver of any breach of any contractual obligation shall be deemed to be a waiver to enforce said obligation against the defaulting party at a later date.
Should any provision of these TERMS be cancelled in whole or in part, this shall not affect the validity of their remaining provisions. In such a case, the
parties shall replace, where possible, said cancelled provision by a valid provision corresponding to the spirit and purpose of the TERMS.