The Customer acknowledges that this English version is provided for information only and that the French version of these Terms and Conditions is governing the contractual relationship between him and BUSIT SAS.

If the French version of the Terms and the English version contradict each other, the former takes precedence.

 

BUSIT SAS provides, through the Busit software and platform, a SaaS solution consisting of a set of services dedicated to the management and interconnection of connected things and Web services.

The use of these services (herein named "Services"), including all the products, software, services and BUSIT SAS company's websites is governed by the terms of the legal agreement between BUSIT SAS and the Customer, which are described below.

1. Acceptance

«"BUSIT SAS" designates the BUSIT SAS company, whose headquarter is located at 205 Promenade des Anglais - Nice 06200, with a registered capital of 155 500 €, under the reference 818 621 930 at Companies’ Register of Nice.

When the Client adheres to this contract on behalf of a corporation, it certifies that it has the authority to bind that entity to these conditions, in which case the terms "licensee", "Customer", "user" will refer to such entity. Furthermore, the Customer certifies that he is committed towards BUSIT SAS as part of a professional activity and thus recognizes that the protective provisions apply to contracts with consumers as well as the provisions of Articles 1369-5 and 1369-4 of the French civil code does not apply.

Unless otherwise stated by BUSIT SAS, the contract between the Customer and BUSIT SAS always includes at least the General Conditions (hereinafter "Terms") described in this document.

The customer must accept the Terms before using the Services. He will not use the Services if he does not accept the Terms.

To accept the conditions, the Customer may (i) click on the option to accept the Terms, where this option is made available by BUSIT SAS in the user interface for any Service; or (ii) use the Services. In this case, it recognizes and accepts that BUSIT SAS considers its usage as acceptance of the latest conditions; or (iii) sign a copy of those Terms when signing of a purchase order.

BUSIT SAS may modify the current Terms at any time by (i) posting a revised version of the Terms available via the BUSIT SAS commercial websites or (ii) sending information regarding the amendment of the Conditions to the email address that the customer has provided to BUSIT SAS. In any event, it is the responsibility of the customer to regularly check BUSIT SAS websites.

No special conditions or terms of purchase, unless formal written conscent by BUSIT SAS can prevail against these Terms nor supplement those.

2. Definitions

"Customer" means the person or entity who registers and activates Services provided by BUSIT SAS and assumes responsibility for payments for these services.

"User" means an individual who, following an invitation from the Customer, has a user account and is given access to the Services.

"Busit" means the software solution provided by the Services.

"Services" means access to all BUSIT SAS products, software, services and company sites, including access to every Busit service.

"Subscription Plan" refers to the specific conditions that grant access to any Customer Service after payment of a fee for a defined period.

"Content" means any data, information, image file, sound, text, program, software, code, or materials of any kind which would be operated, distributed, stored, forwarded, transmitted, collected, processed or made available, directly or indirectly using the Services.

3. Language of the Terms

If BUSIT SAS provides an English translation of the French version of the Terms, the Client acknowledges that the translation is provided for information only and that the French version of these Terms and Conditions is governing the contractual relationship between him and BUSIT SAS.

If the French version of the Terms and the English version contradict each other, the former takes precedence.

4. Registration

To use the Services, the Customer may have to complete and submit a registration form. As part of this registration process, the Customer agrees (i) to be listed as a reference on commercial sites of the Busit offer and (ii) to provide recent, complete and accurate information, and (iii) to maintain and update this information so it is always up to date, complete and accurate.

The Customer is not allowed to register to the Services if aged under 18 years. By registering, the Customer ensures BUSIT SAS that he is 18 years or more.

If BUSIT SAS discovers that some of the Customer registration data is inaccurate, incomplete or outdated, or if BUSIT SAS decides, in its sole discretion, that Customer does not comply with the present Terms, BUSIT SAS can cancel all rights to access, receive, use and license-related services immediately without notice.

The Customer agrees to be informed by email of BUSIT SAS new, product launches, announcements, changes in conditions or billing services.

5. Services and licensing

Subject to compliance with these Terms and the chosen Subscription Plan, BUSIT SAS hereby grants its Customers and Users a non-transferable, non-exclusive worldwide approval, to access and to use the services. This approval cannot be sublicensed.

As BUSIT SAS is constantly innovating, the Customer acknowledges and agrees that the form and nature of the services provided by BUSIT SAS are subject to change without notice.

BUSIT SAS agrees to take reasonable effort to ensure 24/7 availability of its Internet-based services. BUSIT SAS will be empowered to take measures that may alter this availability if deemed useful. BUSIT SAS cannot be held responsible for any unavailability related to the Customer Internet connection.

6. Conduct

The Customer is solely responsible for its use of the Services, contents of his computer including downloaded, uploaded, published, processed or entered content into the Services, of his account on his Busit space, of his Busit space management, and any transmission when using the Services. However, BUSIT SAS reserves the right, in its sole discretion to take any action deemed necessary or appropriate to such content.

The Customer agrees to use his Busit space in reasonable conditions.

To ensure optimum performance and durability of the quality of services, usage tresholds and limitations are enforced.

The Customer therefore has a quota of resources that he can use depending on his Subscription Plan.

The Customer commits to respect its engagments particularly in terms of bandwidth consumption, attendance, consumption of storage space thanks to its management interfaces and indicators contained therein.

The Customer also commits to (i) do not attempt to obtain unauthorized access to other computer systems or interfere with the use and enjoyment of another User of the Services; (ii) comply with the national laws governing the online service, do not send, distribute, make available or transmit any software or other computer file containing a virus / harmful component; (iii) not to use the Services for illegal purposes; (iv) not to remove anything in the products, software, documents or websites used in connection with the Services, including legal notices, the disclaimers or copyright or trademark symbols, do not change any logo which he does not own and is not allowed to change; (v) not to interfere or disrupt networks connected to the Services; (vi) not to infringe the copyright, patent, trademark, trade secret or other rights of third party property; and (vii) not to transmit any unlawful, confidential without permission, or constituting harassment, defamatory, racist, indecent, abusive, violent, threatening, vulgar, obscene or otherwise objectionable document of any kind.

The Customer agrees not to reproduce, duplicate, copy, sell, trade or resell the Services for any purpose whatsoever.

The Customer agrees to be solely responsible (and acknowledges that BUSIT SAS has no responsibility to him or to any third party) for any breach of his obligations as defined by the Terms and for the consequences that such a breach could have (including loss or damage suffered by BUSIT SAS).

The Customer warrants that the content he transfers to or managed by the Services do not affect the rights of third parties or violate any kind of law.

7. Passwords and security

The Customer must use his email address for his account and choose a password to access his account. The Customer agrees to carefully keep all passwords and keep them confidential. The Customer is solely responsible if he does not maintain the confidentiality of his passwords and account information.

The password is hashed. It is not open to BUSIT SAS employees.

If the Customer has forgotten his password, or if it does not work, he can enter a new password by clicking the "Forgot your password" link found on the home page of his Busit space.

Depending on the access rights defined by the administrator of the account of his Busit space, the Customer may not see some data from his Busit space or not being able to update certain information. The Customer commits to respect the access rights that have been granted.

The Customer is solely responsible for all activities operated under his account. The Customer agrees to immediately notify BUSIT SAS of any unauthorized use of his account or any other known security breach. Access to protected password and / or secure spaces is reserved for authorized users only. Unauthorized individuals attempting to use the Service may be subject to prosecution.

BUSIT SAS cannot be held liable for losses / damages the Customer may suffer from the use by a third party of his password to his account, with or without his consent. However, if the customer is a manager of his Busit space, the Customer is liable for losses that BUSIT SAS or other party may suffer due to such use.

BUSIT SAS uses built-in encryption to ensure the secure transfer of information and documents when using the Services. In this respect BUSIT SAS uses encryption based on SSL (Secure Socket Layer) with safety certificate.

8. Ownership

All content of websites and computer programs, software, products, graphics interface or other elements associated with the Services provided by BUSIT SAS is protected by intellectual property rights owned exclusively by BUSIT SAS. This content may not be reproduced, translated, transcribed, or altered in any form or by any means whatsoever without the prior written consent of BUSIT SAS. Customer may not copy, modify, distribute, publish, transmit or create derivative works of any part of this content.

Access to services and use of the related products, is licensed and is not sold. This is a right of use granted exclusively in the conditions specified when subscribing to the Subscription Plan.

The licenses granted by the Terms do not give the Customer any rights to the content of websites, computer programs, software, and products associated with Services provided by BUSIT SAS nor the logos and other names, logos, icons and trademarks identifying BUSIT SAS products and services should not be used without prior written permission of BUSIT SAS.

Any Content that Customer uploads, transfers, publish, processes or enters into service is his exclusive property if the Customer is the legal owner. BUSIT SAS has no responsibility for these. The Customer warrants that he owns all the rights required for the exploitation of content he will use through the Services.

9. Guarantees

Although BUSIT SAS take all necessary precautions to provide, particularly on its website, accurate information about its Services, the contained information has no contractual value and responsibility of BUSIT SAS cannot be engaged in finding on any basis whatsoever.

The Customer acknowledges that he has the skills to assess the exact scope of the characteristics of the Services and to handle proper usage for which they are intended.

The Customer warrants having provided BUSIT SAS all relevant information which may allow normal use of the Services.

All information, documents, products and services provided by BUSIT SAS are provided without express or implied warranty of any kind, including, without limitation, warranties of merchantability, fitness for a particular purpose, or specific expectations, guarantees related to the accuracy or reliability of the results from the use of services, or the fact that services must be uninterrupted, completely secure, free of software errors, or that defects and failures encountered in the services must be addressed.

10. Limitations of liability

If major defects seriously prevents normal usage of the Services and are exclusively attributable to BUSIT SAS, BUSIT SAS will act to correct this defect without delay after the notification made to him.

The Customer expressly accepts to use the Services is at his own risk. In no case BUSIT SAS cannot be held responsible for indirect losses, loss of profits or anticipated savings, loss of revenue, loss of data, or claims of third parties, relating to defects or failures in services or resulting of a breach of an express or implied warranty or of a breach of contract.

In any case the responsibility of BUSIT SAS shall not exceed the amount paid for the use of services in the last twelve (12) months immediately preceding the relied breach of contract, and will no longer be committed after a period of forty-five (45) days after the occurrence of the reasons for the claim.

The Customer may not claim a reduction of payment, or any other penalties for service interruptions or errors not allowing the transmission of data.

11. Subscriptions and fees

To take advantage of access to services, except free plan conceded by BUSIT SAS, the Customer will subscribe to a Subscription Plan and shall be charged a periodic fee in accordance with specific conditions (including price, time) which shall be determined by the Subscription Plan agreed with BUSIT SAS.

Access to Services and use of products relating thereto is a right granted only under conditions determined by the subscribed Subscription Plan, including the number of Busit spaces, the number of users, assistance and storage space defined by the subscribed plan that determines the characteristics of his Busit space.

The descriptions of the Services presented on the website of BUSIT SAS specify, for each Subscription Plan, the duration of the subscription purchased, and items included in the plan.

Regarding online subscriptions, the Customer acknowledges that he has had the opportunity to verify the details of his Subscription Plan and the total price, and correct any errors before confirming it to express his acceptance. BUSIT SAS will acknowledge receipt of the electronic subscription of Subscription Plan.

Free subscription: a free subscription expressly granted by BUSIT SAS does not require the payment of subscription fees.

If the Customer has purchased a free trial for 30 days in the form of a Specific plan, BUSIT SAS will provide free use of the Services for 30 days from the confirmation of his subscription request in case of online purchase, or otherwise, from the signing of the subscription request.

After the trial period, if the Customer does not wish to continue with a paid subscription plan, BUSIT SAS reserves the right to suspend services and to delete data stored on his Busit space.

Unless otherwise agreed with BUSIT SAS, the total amount of fees due for the subscribed subscription period is definitively acquired and / or due, even in case of termination of the subscription for any reason whatsoever.

Should the Client cancel the credit card provided to BUSIT SAS or if the card was cancelled, he must immediately provide BUSIT SAS a new valid credit card number. If the Customer does not provide a valid credit card number to BUSIT SAS, he would be in violation of these Terms.

Should the Customer change or would close the bank account provided to BUSIT SAS for the banking debit, he must immediately provide BUSIT SAS a new debit authorization on his new bank account. If the Customer does not provide to BUSIT SAS a new debit authorization or if the account has not enough funds, he would be in violation of these Terms.

BUSIT SAS reserves the right to discontinue or modify any voucher, credit and special promotional offer at its discretion.

The Customer may upgrade his Subscription Plan at any time. In case of change, the billing will be prorated to the new Subscription Plan.

In the event that a failed payment would be repeated, the full subscription payment for the entire period subscribed in the Subscription Plan must be paid to BUSIT SAS within a period of thirty (30) days after the date of issue of the invoice or the initial payment request. Interests, as penalties, may be required according to the law in force for the current time beyond this period. BUSIT SAS will be allowed to charge a fee for any payment reminder and reserves the right to send reminders by email.

BUSIT SAS may suspend access to the Services if the outstanding balance exceeds thirty (30) days. Without prejudice to any amount due, including payment of the charges until the end of the contracted period, BUSIT SAS will also immediately terminate this Agreement in case of non-compliance with these Terms and in particular if the outstanding balance exceed a period of sixty (60) days.

Early termination of the Agreement will not lead to any refund of fees paid in advance, nor any compensation.

12. Termination

BUSIT SAS may, in its sole discretion, immediately terminate these Terms, any subscription taken with the license and the right to use the Services if (i) the Customer violates these Terms without remedy within 8 days of a written notice; (ii) BUSIT SAS is unable to verify or authenticate any information provided by Customer to BUSIT SAS; (iii) such information is or becomes inaccurate; or (iv) BUSIT SAS decides, in its sole discretion, to discontinue offering the Services. BUSIT SAS cannot be held liable to the Customer nor any third party for termination of the Service or its usage.

Upon expiration or termination for any reason whatsoever, the Customer is not allowed to use the Services, will no longer have access to data and documents he has stored in relation with the Services and such documents can be removed by BUSIT SAS.

Accordingly, the Customer must ensure he has the necessary backup copies.

All clauses of liability, limitations of warranty and damages, and confidential commitments expressed in these conditions (i) are essential to the agreement between the parties and (ii) even survive any termination, expiration or cancellation of these conditions.

13. Support, updates, backup

The Customer understands that BUSIT SAS can perform updates at any time but it is not required to inform or provide them for free. The Customer undertakes to accept any update of any kind.

Subject to compliance with the Terms, BUSIT SAS will provide e-mail support to the Customer without excessive delay. The Parties will communicate via the e-mail addresses that the Customer has indicated during registration to Busit services and email addresses mentonned on BUSIT SAS commercial sites.

If the Subscription Plan offers phone support or remote assistance additionnaly to this support by email, such assistance shall not exceed the quota of hours defined by the Subscription Plan.

The helpdesk will be available as of time slots defined in the Subscription Plan. A call or an email sent out of these hours will be deemed to be sent the next working day.

For online assistance, BUSIT SAS may, with prior consent, be required to connect to the Customer's Busit space. In this case, BUSIT SAS agrees to keep confidential all information which it may have access.

If its Subscription Plan allows it, BUSIT SAS will give to the Customer the opportunity to make its own backup through tools at his disposal.

Although BUSIT SAS has secure backup of its data, BUSIT SAS disclaims all liability for any loss or distortion of digital Content exchanged on the Services or using them. The safeguarding of his own content is entirely up to the Customer.

14. Indemnification

The Customer is responsible for maintaining the confidentiality of his account and password. The Customer is also responsible for all activities operating under his account. Hereby, the Customer agrees to indemnify and protect BUSIT SAS and its subsidiaries against any liability, claim or expense in connection with any demand, claim, action, suit or loss resulting from or be related to (i) a failure on his part to these Terms or complaints expressed on his behalf; (ii) fraud or manipulation on his part; (iii) information, data, files or other Content provided by the Customer; or (iv) any claim of credit card based fraud based on any information that would be disclosed. The Customer agrees to cooperate with BUSIT SAS in case of defense to a claim, action or pursuit. BUSIT SAS reserves the right to assume the exclusive defense of any claim on his part.

15. Confidentiality

The Customer and BUSIT SAS undertake to keep confidential the information and documents concerning the other party, of whatever nature, financial, technical, social or commercial, that could be accessed during the execution of the contract.

The previous stipulation does not preclude BUSIT SAS to reflect in its advertising or business documents or commercial offers, or for reference, all Subscription Plans subscribed by mentioning the company subscriber name, logo and brand.

These obligations will survive any termination, expiration or cancellation of these conditions.

The Customer agrees that the name, logo or URL of its Busit space be posted on a BUSIT SAS commercial sites public page. The ability to disable these publications can be proposed in the chosen Subscription Plan.

16. Personal data

BUSIT SAS employs reasonable measures to protect personal data, and in particular the data provided by the Customer when he wishes to use the Services. According to French law on personal data protection no. 78-17 modified on January 6, 1978, the Customer has the right of access to his personal data, rectification and correction or deletion of his data which would be inappropriate, incomplete, ambiguous or outdated, and the right to refuse the processing of personal data for legitimate reasons. To exercise any of these rights and obtain the data that BUSIT SAS has about him, the Customer may contact directly BUSIT SAS to the address below:

BUSIT SAS

205 promenade des Anglais - 06200 Nice - FRANCE

contact@busit.com

17. Force majeure

A party may be released from any liability for damages and other sanctions when the execution of an obligation is prevented or made expensive because of a force majeure as defined in the law and jurisprudence.

When a party is prevented for a period exceeding one (1) month due to a force majeure, the other party shall be entitled to terminate the Agreement by written correspondence without any compensation being due.

18. Cession

The Customer acknowledges and agrees that BUSIT SAS reserves the possibility of transferring to any other company his rights and obligations.

The Customer may not cede his rights and obligations under this Agreement without the prior written consent of BUSIT SAS. In any case, the Customer remains fully responsible for the obligations specified in this Agreement for breach of its assignee.

19. Misc.

In the event that any provision of these Terms is deemed unlawful, void or unenforceable for any reason, that provision would be considered not part of these Terms and shall not affect the validity or application of the other provisions.

BUSIT SAS failure to exercise all or part of a right does not prevent the subsequent exercise of such right. BUSIT SAS' renunciation of any breach shall not be deemed a renunciation of any subsequent breach.

20. Applicable law - attribution of jurisdiction

These general conditions are subject to French law.

Any dispute, whatever its nature, particularly relating to the interpretation, validity and performance of these terms and any contract / order happening with BUSIT SAS, even in case of warranty claims or multiple defendants, will be done under the exclusive jurisdiction of the commercial court of the registered headquarters of BUSIT SAS.

21. Communications and Notifications

BUSIT SAS notices can be sent to the email address that the Customer indicated during registration to the Services or by any other means that BUSIT SAS determines in its sole discretion. All other notices that the customer sends to BUSIT SAS relating to these conditions must be written and sent by registered mail.

By express agreement, any communication or notification by BUSIT SAS will be deemed to have been received and read by the Customer within 5 days of its dispatch. It is up to the Customer to update and check his email address. The Customer will be solely responsible for the breach of his obligations in this regard.

22. Insurance

The Customer certifies having purchased the necessary insurance and keep them in force regarding all risks associated with his business and use of the Services, from a reputable insurance company, for all the financial consequences of his responsibility due to damage caused to BUSIT SAS and / or any third party in connection with the use of the Services, and if applicable, for any damage they may suffer in connection with the use of the Services.