Preamble
BOXPILOTE, a single-member limited liability company with share capital of EUR 27,194, registered with the Bordeaux Trade and Companies Register under number 933 389 82, with registered office at Le Puch, 33650 Cabanac et Villagrains (hereinafter the "Provider"), owns the Software hosted on the website app.boxpilote.fr as well as the "boxpilote" brand.
The Provider offers a subscription to access Software for managing and operating indoor storage units, outdoor storage units, containers, parking spaces, storage lockers, offices, registered address services, lockers, utility fleets and storage spaces for professionals, together with a licence of use in France and/or Europe.
These terms and conditions of sale (hereinafter the "Terms of Sale") govern all sales made on the Site between the Provider and Clients who must necessarily be professionals.
I. Definitions
"Subscription": the Contract by which the Client acquires from the Provider regular Services via the Software at an agreed Price payable monthly or annually depending on the option chosen by the Client.
"Client": any natural or legal person who has subscribed to a Subscription offered by the Provider. The Client cannot in any case be considered a consumer since they subscribe to the Subscription for professional purposes.
"Contract": these Terms of Sale, the quote, the Terms and Conditions of Use and the Privacy Policy as a single contractual set.
"Unit" means any unit added in the Software. This includes, without limitation, storage units, parking spaces, offices, rooms or any other type of surface or location managed via the Software. Each unit is counted individually in the total units managed by the Client.
"Software": the programme developed by the Provider accessible via the internet on the Site offering the Client the Services.
"Technical requirements" means all hardware and software necessary to use the Software, such as a computer with a screen size of at least 1024px, an internet connection, a web browser and access credentials.
"Service": the services offered by the Provider via its Software enabling the Client to administer and manage their storage units.
"Site": the Provider's website at app.boxpilote.fr.
"Storage facility": indoor storage units, outdoor storage units, containers, parking spaces, storage lockers, offices, registered address services, lockers and storage spaces managed by the Client.
References to Articles are references to Articles of these Terms of Sale, unless otherwise stated.
Any reference to the singular includes the plural and vice versa.
Any reference to one gender includes the other gender.
II. Purpose
These Terms of Sale are intended to inform the Client of the conditions and terms of Subscription to the Software enabling them to administer and visualise management and operational data for storage units for internal use. The purpose of the Software is notably to enable the Client to know storage capacity and the number of available containers and to monitor them.
Before subscribing to a subscription, the Client must first accept these Terms of Sale without reservation or restriction by ticking the box provided for this purpose.
These Terms of Sale prevail over any other contract or provision, and in particular any of the Client's purchase conditions.
These Terms of Sale supplement the Terms and Conditions of Use and the Privacy Policy accessible at all times on the Site, the whole forming a single contractual set.
III. Parties' obligations
The Provider undertakes to make the Software available to the Client and to provide the Services to the Client, in compliance with the provisions of these Terms of Sale described below, and in accordance with best practice, from subscription to a Subscription.
The Provider undertakes:
The Client undertakes to cooperate with the Provider and to provide or guarantee access to any information or item the Provider may reasonably need in order to fulfil its obligations under these Terms of Sale.
The Client also undertakes to comply with these Terms of Sale as well as the Terms and Conditions of Use.
IV. Commercial offers
Subscription to a Subscription is conditional on prior creation of an account by the Client and acceptance of the Terms and Conditions of Use accessible on the Site.
To subscribe to the Subscription, the Client must be identified as such with their email address and password.
In the event of non-payment, incorrect address or any other difficulty related to the Client's account, the Provider reserves the right to suspend the Client's Subscription until the difficulty is resolved.
The Provider reserves the right to refuse or cancel any Subscription from a Client with whom there is a prior dispute related to the Subscription.
Subscription to a Subscription is individual and nominative and generates as many access accounts as necessary depending on the number of users at the Client for each Storage facility.
Where the Client wishes to use the Software to manage several Storage facilities, the Client must subscribe to as many Subscriptions as there are Storage facilities.
As a YouTrust ISV partner, and in addition to the Subscription, the Provider offers YouTrust e-signature packs for sale.
Ordering a signature pack is conditional on subscribing to a Subscription.
Signature pack orders are placed by email.
The signature pack includes credits to be used only via the Software. Each credit can only be used for one signatory on one document regardless of the number of pages to sign and present on the Software. Where there are several signatories, one credit will be deducted for each of them.
Signature credits must be used within one (1) year of purchasing the pack.
Any signature pack purchase is final.
V. Licence of use
The licence of use of the Software is granted on a non-exclusive basis for the entire duration of the Subscription subject to acceptance of these Terms of Sale and payment of the Subscription price.
Grant of the licence of use does not entail any transfer of ownership to the Client.
Remuneration for the grant of usage rights is included in the price indicated at the time of subscribing to a Subscription.
By subscribing to a Subscription, the Client irrevocably accepts the terms of the licence.
The Client undertakes to use the Software under the conditions defined by the Terms of Sale and in compliance with applicable legal rules.
The Provider grants the Client a personal, non-exclusive, non-transferable right of use, in object code only, for their own needs only within the limits set out herein.
The Software must be used only:
Any transfer of a right of use to a third party must be subject to the Provider's express agreement. Any exploitation or use of the Software shall constitute final and unreserved acceptance of the Software by the Client.
The Provider owns and retains all intellectual property rights, and in particular copyright on the Site and the Software and database producer rights existing in the Software, its updates, its source code, its graphic design and its documentation.
The Client undertakes not to remove copyright or trademark notices or inscriptions affixed in the Software or appearing on any documentation present in the Software or transmitted to the Client by the Provider.
The Provider also owns the intellectual property rights to the "boxpilote" brand, a word mark registered under number 5024592 with the INPI.
The Provider holds the intellectual property rights enabling peaceful exercise of the rights granted under these Terms of Sale.
To this end, the Provider shall personally handle claims against the Client alleging that the Software infringes a patent or intellectual property right. The Provider's obligations under this warranty are expressly subject to the following obligations of the Client:
The Provider shall not incur any liability if the Client fails to fulfil its obligations arising notably from these Terms or if the Client's use of the Software is not compliant with the Terms and Conditions of Use and/or these Terms, if the Client has modified or altered the Software in any way, or if the Client has accessed the Software with hardware, a system or any computer programme provided by a third party without the Provider's consent.
Any use not expressly authorised by the Provider under these Terms of Sale is unlawful, in accordance with the French Intellectual Property Code. Such unlawful use constitutes infringement liable to civil or criminal sanctions.
It is expressly prohibited for the Client notably to:
VI. Access to Services
The Provider undertakes to implement all means to guarantee the Client reliable and fast access to the Software and Services.
The Client acknowledges having read the Terms and Conditions of Use accessible by clicking on the corresponding tab and having accepted them. In particular, the Client declares having accepted the costs as well as the limitations inherent in any internet connection.
The Client has also read the minimum specifications for accessing the Software and Services indicated in the Terms and Conditions of Use and acknowledges having the appropriate technical conditions.
A support service is available at support{'@'}boxpilote.fr or on 06 07 02 24 32.
VII. Evolution of Services
The Provider takes into account feedback and Client expectations. To this end, the Provider undertakes to use the means at its disposal to propose evolutions of the Services while maintaining the features and characteristics of the initial Services.
VIII. Subscription term
The Subscription start date is that shown on the initial Subscription invoice communicated to the Client.
The Subscription is concluded for a period of one (1) month (monthly Subscription) or twelve (12) months (annual Subscription) depending on the Client's choice from the date of the first invoice.
The Subscription is automatically renewed by tacit renewal according to the period initially chosen.
IX. Financial terms
The Subscription price and data migration fees are indicated in Euros excluding tax.
The price is invoiced according to the prices in force on the day of subscribing to the Subscription or its renewal, after deduction where applicable of all discounts, rebates and reductions, and cannot be modified.
Any Client whose number of Units exceeds 1,000 (one thousand) hereby accepts that the Subscription price will be increased in accordance with the pricing grid shown in the expressly accepted quote.
The price is payable in full, at the latest on the payment date shown on the invoice, with no discount for early payment, in Euros.
The Client accepts receipt of invoices electronically.
Data migration fees are invoiced once only per Client.
Payment of training and setup fees must be made by bank transfer within thirty (30) days of completion of the service.
Subscription fees must be paid annually or monthly depending on the option chosen, at the latest on the payment date indicated on the invoice.
Invoice payment is made by bank transfer or SEPA direct debit.
The Client may, if they wish, purchase a YouTrust signature pack from the Provider. The amount payable for the pack depends on the number of signatures included and chosen by the Client.
The Client accepts receipt of invoices electronically.
Invoice payment is made by bank transfer or direct debit upon receipt of the signature pack order.
Any amount not paid on the contractually agreed due date automatically incurs late payment penalties. Penalties are due without any reminder being necessary.
The interest rate for late payment penalties is equal to the interest rate applied by the ECB to its most recent refinancing operation plus 10 percentage points.
However, this rate cannot be less than three times the legal interest rate.
The rate applicable during the first half of the year concerned is the rate in force on 1 January of that year. For the second half of the year concerned, it is the rate in force on 1 July of that year.
Penalties based on amounts owed by the Client must be calculated on the VAT-inclusive price shown on the invoice and not on the price excluding tax.
The penalty calculation formula is: Late payment penalties = [(rate) x VAT-inclusive amount] x [number of days late / 365].
Late payment will result in immediate payment of all amounts owed by the Client to the Provider, without prejudice to any other action the Provider may be entitled to bring against the Client.
A flat-rate recovery fee of forty euros (EUR 40) is also applied.
Where recovery costs incurred exceed the amount of this flat-rate fee, the Provider may request additional compensation, on proof.
The Provider may modify the Contract price. The Client will be informed in writing at the email address provided when signing the quote, three (3) months before the new prices take effect.
Where the Client benefits from an annual Subscription in year N, the price revision takes place on the anniversary date of that same Contract in year N+1.
If the Client refuses the new prices, they must contact the Provider to reach an agreement.
Failing agreement, the Client and/or the Provider may terminate the affected Subscription without penalty, by registered letter with acknowledgement of receipt, or by email at the latest thirty (30) days before the new prices take effect.
Termination will take effect either on the date the new prices apply or on the Contract anniversary date, all other Contract provisions continuing in force under the existing conditions.
X. Availability
Access to the Software by the Client is available upon payment of the initial Subscription invoice. In any event, the Provider undertakes to allow the Client access to the Software and Services as soon as possible and cannot be held liable in the event of non-compliance.
XI. No right of withdrawal
The Client's main activity falls within the scope of this Contract and the Client is a professional. Therefore, they cannot benefit from the right of withdrawal.
XII. Termination by the Client
The Client may terminate their Subscription at the end of the agreed period at any time and without reason by clearly notifying their intention to the address indicated in Article XXII — Notification.
Termination will take effect at the end of the current billing period.
During this period, the Parties will continue regular performance of the Contract.
Where the Client has subscribed to a monthly Subscription / annual Subscription, any month / year started is due. Amounts already paid by the Client will not be refunded in respect of the right to use the Software and Services.
At the end of the Contract, the Provider will permanently deactivate the Client's access to the Software.
Two (2) months after effective termination, the Provider will delete the Client's data.
XIII. Termination by the Provider
The Provider reserves the right to terminate the Contract at any time, without compensation, in the event of breach by the Client of one of the following provisions:
Termination will take effect at the expiry of a period of thirty (30) days after sending a formal notice by registered letter with acknowledgement of receipt that remains unanswered, or by email to the address indicated in the quote. Where the registered letter was not collected or an email was not opened, the start of the notice period runs from the date of first presentation.
At the end of the thirty (30) day period, if the Client's breaches have not ceased, the Provider will send an email to the address provided by the Client to warn them of immediate deactivation of their account.
Two (2) months after the effective termination date, the Provider will delete the Client's data.
XIV. Force majeure
If, due to an event considered force majeure within the meaning of Article 1218 of the French Civil Code, either Party is unable to perform its obligations, performance of obligations will be temporarily suspended for the duration of such impossibility without either Party being able to seek liability from the other.
In any event, if such event should last more than three (3) months, this contract may be terminated at the initiative of either Party without entitlement to compensation on either side. Termination may take place after formal notice by registered letter with acknowledgement of receipt, with fifteen (15) days' notice.
The following are notably considered force majeure events by way of example: any war, any strike and/or lock-out preventing performance of obligations whether or not within either Party and/or their subcontractors, riot, revolution, rebellion, military force, act of terrorism, sabotage or piracy, epidemic, any weather event causing damage resulting in prevention of performance by either Party of its obligations, any legislative or regulatory provision and more generally any act having mandatory force emanating from any competent authority preventing either Party from performing its contractual obligations, accidents, carrier or supplier strikes, fire, flood, production and energy and/or raw material supply stoppages, stock shortages, acts of third parties and any event likely to delay or prevent performance of commitments.
If, when force majeure occurs, the Provider has partially performed its obligations or can only perform them in part, it has the right to invoice the part delivered or deliverable separately and in particular fees charged by the hosting provider for an annual subscription and the Client is required to honour this invoice.
XV. Data portability
In the event of termination of the contractual relationship for any reason whatsoever, the Provider undertakes to ensure full portability of data belonging to the Client, on a technical level and to take all steps, on legal and human levels, to enable the Client to resume, or have resumed by a third party designated by them, administration of their data.
To this end, the Provider undertakes to provide the Client, on request, with a copy of the Client's latest data status as a downloadable TXT file (accounting) or CSV file (database).
In the event of expiry or termination of the Contract between the Parties, for any reason whatsoever, the Client will be entitled to obtain from the Provider all information necessary to prepare data portability.
This right is exercised during the period necessary to achieve portability and, at the latest, upon expiry of a period of two (2) months from the date of effective termination or cessation of the contractual relationship for any reason whatsoever.
After this period, hosted data will be destroyed.
The Parties agree the following financial provisions regarding portability assistance services provided by the Provider including those relating to data transfer:
XVI. Subcontracting
The Client expressly authorises the Provider to subcontract all or part of its obligations under these Terms of Sale. In the event of subcontracting, the Provider remains solely responsible for proper compliance with the obligations of these Terms of Sale and is liable to the Client for any breach by its subcontractor.
The Provider subcontracts hosting of the Client's database on servers in an establishment located in the European Union with SUPABASE INC located in Frankfurt, Germany (supabase.com).
The Provider subcontracts hosting of the application on servers in an establishment located in the European Union with VERCEL INC located in Frankfurt, Germany (vercel.com).
XVII. Amendment of Terms of Sale
The Provider reserves the right to amend these Terms of Sale at any time. However, the Terms of Sale applicable to the Subscription are those accepted by the Client at the time of subscribing to the Subscription.
XVIII. Partial invalidity
If one of the clauses of these Terms of Sale were declared null and void due to a change in legislation, regulation or by a court decision, this would in no way affect the validity and compliance with these Terms of Sale.
Failure by the Provider to exercise rights recognised under these Terms does not constitute a waiver of enforcing its rights.
XIX. No waiver
Failure by a party to invoke any of the rights arising from these Terms of Sale cannot be interpreted as a waiver of those rights.
XX. Personal data collected by the Provider in its capacity as controller
The Provider, as data controller, implements personal data processing. The Client may consult the Privacy Policy for further information.
In accordance with the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 and French Law No. 78-17 of 6 January 1978 on Data Processing, Data Files and Civil Liberties, the Provider undertakes that collection and processing of data on the Site and Software comply with applicable regulations.
Personal data transmitted to the Provider by the Client is subject to computer processing and may be used by the Provider and its commercial partners for processing, execution, delivery, payment and management of Subscriptions.
Collected data may not be used by the Provider for commercial prospecting purposes. Data collection is thus limited to information strictly necessary to achieve the purposes set out above.
Only adequate, relevant and necessary information may be processed by the Provider. The Provider undertakes not to communicate this information to third parties other than its commercial partners and subcontractors responsible for achieving the pursued objectives. The Provider may however be required to communicate this data in response to a legal authority injunction.
The Provider undertakes to restrict the retention period of personal data to the time necessary to achieve the pursued objectives, as set out below:
Depending on the purposes set out above, the categories of data retained may differ slightly, being essentially linked to the nature of the mission entrusted.
In accordance with applicable regulations, any natural person, upon proof of identity, may exercise their right of access, enquiry, restriction, modification, rectification, portability and their right to erasure and/or deletion relating to all data concerning them and appearing in the Provider's databases.
Any natural person also has the right to define general directives relating to retention, erasure and communication of their personal data after their death which may be registered with a CNIL-certified trusted digital third party, and specific directives concerning personal data processing mentioned by these directives, which must be subject to specific consent registered as such with the Provider.
Any natural person has the right to object to processing of personal data, as well as the right to object to this data being used for commercial prospecting purposes.
The Client may exercise their rights as follows:
An impact assessment is carried out by the Provider when personal data processing is likely to entail a high risk to the rights and freedoms of natural persons. This high risk is characterised where processing meets more than two of the nine criteria determined by the CNIL.
The Provider does not transfer data outside the European Union or the European Economic Area.
The Provider ensures security and confidentiality of personal data by implementing enhanced data protection through physical and logical security measures.
The Provider undertakes to require sufficient guarantees from its partners regarding implementation of appropriate technical and organisational measures so that data processing meets legal and regulatory requirements and guarantees protection of the Client's rights, in particular in the event of data transfer outside the European Union and the European Economic Area.
The Provider undertakes to notify any personal data breach to the CNIL and to data subjects in the event of high risk to their rights and freedoms.
The Client may lodge a complaint with the supervisory authority if one of their rights is violated.
For further information on GDPR rules and security measures implemented, the Client is invited to consult the Privacy Policy accessible at all times on the Site.
XXI. Confidentiality
Unless prior written authorisation is obtained, the Parties undertake to preserve by all means the secrecy of confidential information related to this Contract and not to use or exploit it for purposes unrelated to the Contract.
Information qualified as confidential upon delivery and information bearing the mention "confidential" are confidential.
Technical, economic, strategic and commercial information is also qualified as confidential.
Where one of the Parties must, for performance of this Contract, communicate information to third parties, it may only do so to the extent strictly necessary and guarantees that third parties will undertake the same confidentiality commitment. In any event, it is liable for these third parties as for itself.
The Parties are released from the confidentiality obligation if they prove that the information has entered the public domain. The confidentiality obligation remains binding on the Parties until the term indicated in Article VIII — SUBSCRIPTION TERM despite termination of the Contract for whatever cause.
Breach of the confidentiality obligation by either Party entails termination of this Contract and compensation for damage under the applicable conditions.
XXII. Notification
Any notification, communication or formal notice provided for by the Contract shall be deemed validly delivered if addressed to:
BOXPILOTE, 22, route de Pomarède, 33640, Castres-Gironde, support{'@'}boxpilote.fr.
XXIII. Applicable law and jurisdiction
These Terms of Sale are governed by French law. They are written in French. If they were translated into one or more languages, only the French text would prevail in the event of a dispute.
Points not covered by these Terms of Sale are governed by general French law.
For all disputes and actions relating directly or indirectly to the validity, interpretation, performance and cessation of application of these Terms of Sale, to contracts concluded under them, whether the cause of these disputes or actions is contractual or tort liability, general law, competition, restrictive practices or otherwise, the Bordeaux Commercial Court shall have exclusive jurisdiction, even in the event of third-party proceedings, multiple defendants and summary proceedings.
