General Terms of Services

5.1 Purchased service

EUNOIA undertakes to provide to Licensee with access to the purchased Service, namely by:

-Making the Service available under the Contract and any related Purchase Order. Access to the Service will be provided to Licensee after the Contract has taken effect.

-Providing Support for the Service, as appended to the Contract (Appendix 1), with a valid Contract.

No other service of any kind, including configuration, assistance or Service training, is included as part of the Contract.

5.2 Protection of Licensee’s data

Concerning commercial, development, hosting, operation support activities, EUNOIA uses reasonable security controls to protect the Licensee’s Data from loss, misuse, unauthorized access, disclosure, alteration, or destruction. These protective measures include but are not limited to, measures intended to prevent access, use, modification, or disclosure of information, including Personal Data, except to provide the Service or to prevent or resolve technical problems. Information provided is stored in computer systems located in controlled facilities which have limited access and are carefully selected. Only authorized personnel have access to unencrypted user information. Despite EUNOIA’s precautions, no security safeguards guarantee 100% security at all times, and no guarantees are made with respect to the same.

In addition to these security measures, EUNOIA commits to regularly providing updates the Service to enhance functionality, security, and overall performance.

As part of providing the Service, EUNOIA may be required to access and use Personal Data from the Licensee. These efforts are appended in section 9.2. The parties agree that they will make all reasonable efforts to comply. The security measures to be implemented by the EUNOIA parties and the licensee are described in “appendice 2 - Shared responsibility model”.

6. SERVICE USAGE, RIGHTS AND CONDITIONS

6.1 Usage right

he usage rights under the Contract are granted on a non-exclusive basis, for the worldwide use of the Service by the Licensee, exclusively for Licensee’s own use.

These Service usage rights cannot be assigned or transferred, with the limited exception that Licensee can assign the Contract and resulting rights to any Affiliate; such an assignment must systematically be within the framework of a tripartite assignment contract (the signing of which EUNOIA will in principle not oppose, except in cases of a fault committed by Licensee), notably to collect the legal, administrative and accounting data of the Affiliated assignee in good and due form.

The dissolution of the Licensee, the sale or part or all of its business, or the sale of the majority of the Licensee’s shares can under no circumstances authorize the holder of the Service usage rights under the Contract to transfer the usage right to a third party.

The rights attached to the Service can in no way be extended to any party other than Affiliated companies of the Licensee (under the conditions of the Contract).

In the case of a company listed with the business or trade register, these rights cannot extend to an employee, subcontractor, shareholder (whether a natural or legal person, even a majority shareholder), a member of the board of directors, of the supervisory board or the executive board, or any other legal or natural person.

No agent of the company, even if a court-ordered administrator except where necessitated by local law or regulation, can claim any rights about the Service, without the formal agreement of EUNOIA.

In the event of an association, no member of the executive committee or of the association can claim any rights about the Service. Any violation of the provisions of this article will result in the Contract’s termination without prejudice to any damages and interest.

Any right to sub-license or further distribute the Service, or to totally or partially reproduce the Service and the Documentation for purposes other than the ones indicated in the Contract by the Licensee, in any form whatsoever, is formally excluded from the scope of the Contract. As such, for the duration of the Contract, the Licensee will refrain from providing anyone with a sub-license to operate the Service in any form whatsoever, subject to the termination provisions herein, at the fault of the Licensee.

EUNOIA reserves the right to assign, suspend or withdraw a license of Eunoia to a Licensee if EUNOIA believes that there are risks to its intellectual property, its business, or that the terms and conditions are not respected directly or indirectly.

6.2 Usage terms

The usage of the Service is limited to the Subscribed Service.

If Licensee’s usage of the Service exceeds the limits of the Subscribed Service, EUNOIA may work with Licensee to seek to reduce Licensee’s usage so that it conforms to these limits. If, notwithstanding EUNOIA’s efforts, Licensee is unable or unwilling to abide by these limits, Licensee will execute a Purchase Order for additional quantities of the applicable Services promptly upon EUNOIA’s request, and/or pay any invoice for excess usage.

The parties agree that the Service must be used in conformity with its purpose, including for its essential functionalities anticipated in the Documentation.

Any usage not formally authorized by EUNOIA according to the Contract, including Assignment and Intellectual Property provisions, is impermissible. If necessary, and in particular in the light of technological, organisational and regulatory developments, EUNOIA reserves the right to develop the Service, its documentation, its technology, its means and location of hosting, its subcontractors, its appearance, its structures, its organisation, its operation, etc., while retaining the essential functionalities provided for in the Documentation.

6.3 Obligations of Licensee and users

The Licensee and any users authorized by the Licensee will refrain from:

-Using the Service for illegal purposes.

-Renting out, assigning, leasing, or lending out the Service.

-Offering paid hosting services through the Service.

-Publicizing the results of any usage tests without the prior written approval of EUNOIA.

-Reverse engineering, decompiling, or disassembling the Service, except where required by law or court order. This includes any actions intended to deduce the functional and technical know-how of the Service for integration into any existing or new solutions and practices. The objective consists of respecting the intellectual property of EUNOIA, and refraining from any attempts to develop competing solutions, whether for internal use, commercial distribution, or as open-source projects, based on the services or solutions provided by EUNOIA.

-Copying the Documentation by any means whatsoever, except for copies intended for internal usage only. Representing, disseminating, or marketing the Service, whether in exchange for payment or not.

-Using the Service in any manner to design, produce, disseminate, or marketing a similar, equivalent, or replacement Service. It is strictly forbidden to develop competing solutions, for its use or open source from those proposed by EUNOIA.

-Performing any measurement of the availability rate, performance or analysis of functionalities, for a comparative or competitive study.

-Not to perform load, vulnerability, or penetration tests of the Service without Eunoia pre-approval on components managed by EUNOIA.

-For the elements of the licensee's information system that interact with the Service, use components that are in supported versions and that use modern versions of TLS (TLS 1.2 and 1.3). Realize improper or unjustified use of EUNOIA support (e.g. opening a box for requests that do not fall within the scope of support and in particular those that are documented, that fall within the scope of the consultancy or the customer's information system).

9.1 Access to confidential information 

Each party acknowledges having access to Confidential Information belonging to the other party. Accordingly, the parties agree that all Confidential Information conveyed to the other party will be handled on a strictly confidential basis, and cannot be reproduced, confirmed in writing, or disclosed to a third party, except with an EUNOIA subcontractor, with which a written agreement has been signed, imposing on the latter the same confidentiality obligations as the ones incumbent upon EUNOIA according to the Contract, to employees (except as necessary) for the fulfillment of the Contract, to the adviser of the parties except if necessary and, as relevant, if the adviser is also subject to a confidentiality obligation given its profession or according to the Contract or any other individual or entity, without the prior written approval of the party to which the Confidential Information belongs. However, prior approval is not required if based on a law or regulation, or in the event of responding to an injunction emanating from a competent authority that is not subject to appeal. In any event, the concerned party must inform the other party of the content to be disclosed and of the recipient of the Confidential Information within a reasonable time, except in case of legal impossibility. 

Upon termination of the Contract, the parties will continue to be bound by this confidentiality obligation for 5 years after the termination date, and all documents or data relating to any Confidential Information will have to be destroyed. 

9.2 Security 

The Licensee is solely responsible for developing and maintaining the security procedures it deems appropriate, such as the resilience of the platform supporting the Eunoia Service, the application of security patches, access control, encryption methods, network partitioning, the implementation of a backup and continuity plan, monitoring, etc. 

To benefit from the latest security updates, the Licensee must follow EUNOIA's recommendations and carry out the updates provided. 

EUNOIA is committed to a continuous improvement approach for security, aligned with the ISO 27001 standard. This approach encompasses activities related to the design, development, operational maintenance, consulting, and support of the Eunoia service. In line with this commitment, EUNOIA implements robust security compliance controls, including organizational and technical audits, as well as automated security checks during integration and deployment phases, ensuring a high standard of security in all processes. 

A shared responsibility model shared between EUNOIA and the licensee is defined in Appendix 2. – Shared Responsibility Model, to clearly define everyone's responsibilities in terms of information security 

9.3 Confidentiality

Each of the parties undertakes to maintain the confidentiality of Confidential Information such as the legal, financial, commercial or technical information, documentation, working methods or any information relating to the other party’s intellectual property, to which it may have access as part of the fulfillment of the Contract. Each party similarly undertakes to ensure compliance with this confidentiality commitment by its employees, staff, agents, subcontractors, partners, and associates. In connection with the Contract, Personal Data are considered to be Confidential Information. 

9.4 Processing of personal data (GDPR)

Within the scope of the Eunoia SaaS services provided under this Contract, the Licensee acts as the data controller within the meaning of Regulation (EU) 2016/679 (“GDPR”), and EUNOIA acts as the data processor. 

The Licensee, as data controller, guarantees EUNOIA that it has carried out all obligations incumbent upon it under the GDPR in relation to the processing operations implemented through the Services, in particular: 

• that it has made all necessary and appropriate declarations to the competent Data Protection Authority (e.g. CNIL in France) and/or that it has implemented a register of processing operations; 

• that the Personal Data has been collected fairly and adequately with respect to the purposes of the processing; 

• that it has informed the individuals concerned of the use made of their Personal Data and, where required, obtained their consent. 

EUNOIA shall not be required to verify the Licensee’s compliance with its own obligations as data controller. The Licensee remains solely responsible for the lawfulness of the Personal Data processing carried out through the Services and shall indemnify and hold EUNOIA harmless against any recourse, complaint, or claim from a natural person whose Personal Data is processed via the Services. 

In this context, it is expressly agreed that EUNOIA, as data processor: 

• may only process Personal Data upon documented instruction from the Licensee. In the absence of such instructions, EUNOIA shall handle Personal Data in accordance with its internal GDPR compliance framework, without assuming any responsibility for the Licensee’s obligations as data controller; 

• shall ensure that persons authorized to process Personal Data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality; 

• must implement the technical and organizational security measures required under the GDPR; 

• must comply with the conditions governing the use of another processor (sub-processor); 

• shall, taking into account the nature of the processing, assist the Licensee, by means of appropriate technical and organizational measures, insofar as possible, in fulfilling its obligation to respond to requests made by data subjects in order to exercise their rights; 

• shall assist the Licensee in ensuring compliance with its security obligations; 

• shall, at the Licensee's choice, delete or return all Personal Data at the end of the provision of services and delete existing copies unless otherwise required by law; 

• shall make available to the Licensee all information necessary to demonstrate compliance with its obligations and to allow for audits. 

For more information, reference is made to EUNOIA’s personal data protection policy, as well as to the obligations of the Parties arising therefrom, as specified in Appendix "7 – Protection of Personal Data".  

10.  WARRANTIES

Except for payments due and payable by Licensee to EUNOIA under the Contract, if one of the parties is unable to perform its obligations under the Contract due to a Force Majeure Event or any other cause beyond the control of that party, it will be released from its obligations under the Contract for the duration of this impediment, provided Notice to the other party of this impediment is within a reasonable amount of time. 

12.3 Severability 

If one or more provisions of the Contract are held to be invalid, void, or otherwise unenforceable under applicable law or regulation, or by any court or administrative body of competent jurisdiction, such provision shall be excluded from the Contract. The balance of the Contract shall be interpreted as if such provision was so excluded and shall be enforceable following the remaining provisions to the fullest extent permitted by applicable law or regulation. Should this occur, where not prohibited by law and regulation, the parties shall undertake to negotiate in good faith to replace the provisions with one of comparable effects. 

12.4 Independent contracting parties 

Each party is independent from the other. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Nothing in the Contract shall be interpreted as granting either party right, power, or authority to incur, exercise, or create any formal or tacit obligation in the name of the other party. 

12.5 Contract assignability 

Neither party may assign the Contract or delegate any of its rights or obligations hereunder, except as specified herein or required by local law or regulation, in whole or in part, without the other party’s prior written consent. Any attempt to assign the Contract or delegate any of its rights or obligations under the Contract without such consent will be null and void; 

provided, however, that EUNOIA shall have the right to subcontract any aspect of the Service without the prior written consent of the Licensee. In such a case, EUNOIA will remain solely responsible for that aspect of the Service performed by the subcontractor. Either party may assign, in the case of a sale of the majority of that party’s shares, the sale of the party’s business, or the sale of the division or branch of the party connected with the Contract. The party seeking to make such an assignment must provide reasonable Notice to the other party. 

12.6 No waiver 

The failure by either party to exercise or enforce any rights under the Contract shall not operate as a waiver of that party’s right to exercise or enforce such right or any other right in the future. 

-Licensee security compliance controls 

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Once a year, the Licensee may carry out an intrusion audit or have one carried out, provided that the said audit does not disrupt the service or degrade the system, and that it is carried out in compliance with all the following principles:  

• transparency ; 

• Confidentiality ;  

• Professionalism ;  

• no interference with operational activities ;  

• related costs borne by the licensee. 

Denial of service tests, transverse attacks, in particular those aimed at carrying out attacks against other EUNOIA licensees, and the use of malicious code are strictly prohibited. 

EUNOIA is entitled to stop the audit at any time, to request termination of the contract and to take legal action in the event of non-compliance with the audit conditions. 

In the case of a third party, the auditor must be duly appointed in writing by the Licensee.    

Only the individual(s) in charge of auditing operations, whose identity(ies) has (have) been previously communicated to EUNOIA in writing, may have access to the system. 

The auditor and its staff are subject to the strictest confidentiality and act under the sole responsibility of the party commissioning the audit.   

An audit report must be delivered to EUNOIA for information by the party who conducted or had conducted the audit to the other parties.  

The licensee must notify EUNOIA at least two months before the audit is carried out.  

13. GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by and construed in accordance with the laws of France. Any dispute arising out of or in connection with this Agreement shall fall under the exclusive jurisdiction of the competent courts of Paris, France. 

14 APPENDICES

14.1 Appendix 1: Customers support 

Refer to Customers Support SaaS appendix

Appendix 2: Shared Responsibility Model

Refer to Shared-Responsibility-Model and Assurance Security Plan