General conditions of sale of Waynium services

Conditions applied on 1st July 2020. Published on 1st July 2020.

Article 1 – Scope

These general conditions of sale and their annexes (hereinafter “GTC”) are intended to apply to any order for consulting services and / or creation of Web solutions (hereinafter “the Services”) with the company WAYNIUM, registered in the RCS Pontoise under number 451 320 253 (hereinafter “WAYNIUM”). The Order Form and these T&Cs form the contract between WAYNIUM and the customer (hereinafter “the Customer”) for the performance of the Services (hereinafter “the Contract”).

The Contract prevails over any general terms and conditions of purchase of the Customer and more generally over any document issued by the Customer.

These General Terms and Conditions of Sale shall be communicated to the Customer upon validation of the Customer’s Order and shall be freely accessible to any User of the Web site at https://waynium.com (under the heading “General Terms and Conditions of Sale”).

They shall apply as soon as they are posted on the Web site and shall be binding on the Customer as soon as they are accepted.

When confirming an order on the Site, the Customer will be asked to accept these GTC by ticking the box “I have read and accept the general terms and conditions of sale”. In the absence of adherence and acceptance without reservation of the Customer to the entirety of the provisions of these Terms and Conditions, no order can be placed.

WAYNIUM reserves the right to modify its GTC from time to time.
WAYNIUM will make available to the Customer the latest version of the GTC on its Site, at https://waynium.com (heading “GTC”) and will provide a copy of this version if requested by the Customer.

The GTCs correspond to the following contractual documents presented in hierarchical order of decreasing legal value:

  • The present document ;
  • Appendix 1 – Software License Agreement;
  • Appendix 2 – Maintenance and Hosting Agreement

In case of contradiction between one or more provisions contained in any of these documents, the document of higher rank will prevail.

 

Article 2 – Definitions

The document drawn up by WAYNIUM for the attention of the Customer in which the Services ordered are detailed as well as all the conditions useful for the proper execution of the Order is called “Order Form”.

Customer” means any professional who is at least eighteen (18) years of age, legally capable, or any legal representative of a legal entity duly authorized to act in the name and on behalf of the legal entity, purchasing in the course of and for the purposes of his or her profession.

The term “Order” refers to all the Services ordered by the Customer.

Account” means the account created by the Customer via the WAYNIUM Site.

Contract” means the contract formed by the Order Form and the GTC.

Additional Request” means any development carried out on behalf of the Customer and at the Customer’s request relating to the Solution that the Customer wishes to acquire and which are not part of the standard Solution offered by WAYNIUM.

Personal Data” means any information relating to a natural person that allows that person to be identified directly or indirectly.

Is called “Extension“, the suffix of the domain name (.com, .net, .fr, …).

Software” is the set of programs, processes and rules relating to the operation of a data processing system. The software is the program identified by a source code, independently of any material support.

Manager” is the Customer’s administration interface allowing him to administer his Web Solution and/or Software.

Domain Name” is the Internet address used to access a web solution and to send email to email boxes.

Price” means the price, including taxes, offered by WAYNIUM for the Service in question, to which various fees may be added.

Server” means the computer connected to the Internet offering various services such as file storage, email transfer, hosting of Internet solutions.

Are called “Services“, all consulting services and / or creation of Web Solutions offered by WAYNIUM.

Is called “Site“, the website of WAYNIUM available at https://waynium.com.

Is called “Solution” or “Web Solution”, the solutions developed by WAYNIUM and made available to the Customer and defined in Article 4 of these GTC.

User” is any visitor to the Site, professional or private, Customer or not.

Is called “WAYNIUM“, the company WAYNIUM designated above.

Article 3 – Purpose

The purpose of the Agreement is to define the terms and conditions under which WAYNIUM provides the Services to Customer. It shall come into force upon signature of the Purchase Order by the Customer and shall remain in force until the expiration of the mutual obligations of the parties.

In the absence of signature of the Purchase Order by the Client, the Contract shall apply from the moment the Client has requested WAYNIUM to perform the Services.

Article 4 – Description of Web Solutions and Services

4.1 Description of web solutions

  • WAY Plan

The ” WAY Plan ” solution allows the customer to manage his activity.

  • WAY-Corp

The “WAY-Corp” collaborative solution allows the Customer to offer transport services to potential partners who use WAYNIUM Solutions and to receive proposals for collaboration from these same partners.

  • Way-D

The “WAY-D” Solution allows the Customer to provide its drivers with an application dedicated to the follow-up of their transport missions.

  • WAY Meet

The “WAY Meet” solution allows customers of all Web Solutions to participate in events organized by WAYNIUM.

 

4.2 General Description of the Services

The Services, according to the choices expressed by the Customer in the Purchase Order, may include all or part of the following services:

  • (1)  advice and proposals for the realization of the Web Solution and the Software, including the specifications of the services to be performed for the Customer,
  • (2) implementation of the Web Solution and the Software. The specifications for the Web Solution and the Software may be part of a standard Solution proposed by WAYNIUM or may include additional Requests made by the Customer, as provided in the Purchase Order. In the event of an Order with additional Customer Requests, additional fees may be charged by WAYNIUM and added to the Purchase Order.
  • (3) Provision of Web Solution and Software administration tools,
  • (4) Training and assistance in the use and configuration of the Software, according to the conditions set out in the Purchase Order,
  • (5) Hosting of the Web Solution and the Software on a shared Server with permanent access to a dedicated storage space,
  • (6) Technical monitoring of the hosting service,
  • (7) Backup of the Web Solution and the Software

The Customer acknowledges that he/she has read all of these elements prior to placing any Order, and therefore declares that he/she is fully informed of the nature and characteristics of the Services he/she has subscribed to. On the basis of the information thus made available, the Customer is solely responsible for the choice of the offer he/she subscribes to, as well as the duration of his/her commitment.

The Services offered by WAYNIUM may be subject to change, the Customer may not choose to keep a non-updated version of these Services.

 

4.3. Description of the specific conditions of eligibility and use of the “WAY-Corp” Solution

The Client of the ” WAY-Corp ” Solution accepts the following specific conditions:

  • The Customer agrees to be included in the list of companies using WAYNIUM Solutions, and therefore to be possibly solicited to perform services even if it decides to no longer use the “WAY-Corp” Solution;
  • In order to strive for maximum quality of the “WAY-Corp” collaborative Solution, WAYNIUM reserves the right to validate the access or not to this Solution to its Customers;
  • The Customer undertakes to use the WAYNIUM Solutions and to be evaluated according to the quality criteria of the WAYNIUM label. The Client may, in order to improve its evaluation indicators, which are published to all the partners of the WAY-Corp network, request at any time their specific calculation rules, which WAYNIUM undertakes to communicate on simple written request;
  • WAYNIUM may at any time decide not to open access to its Solution and the Services attached to it if these conditions are not met, or close it at any time if they are no longer met.
  • WAYNIUM disclaims any liability if one of the parties using the Solution and the Services attached to it does not respect its financial or practical commitments to its partner, in the context of the execution of the services.
    The Client expressly understands that the WAY-Corp Solution is intended to put the actors using the system in contact with each other. It is not intended to replace the actors in their financial responsibilities and / or execution of their services with their end customers and partners;
  • WAYNIUM may at any time decide to stop access to the Solution and Services attached thereto, without justification and without this interruption does not entitle the Customer to any compensation for the interruption of the service.

Article 5 – Order

5.1 Order placed by the Customer

Before placing the Order, the Customer is invited to choose his offer. The Customer will receive a link to access the online quote. The Customer can then complete his order by selecting or not the proposed options, and validate it by clicking on the “Order” button, if the offer suits him.

The Customer is then redirected to a confirmation page on which he is invited to complete the details of his company, he clicks on the button “sign my contract” to finalize his subscription to WAYNIUM services.

From then on, the Customer views the summary of his order again, he must read the general terms of sale and accept them by checking the box “I have read and accept the terms of sale”, and electronically sign the WAYNIUM contract.  

To finalize his subscription, the Customer chooses his method of payment and clicks on the button “Pay and open my contract”. If the method of payment is “credit card”, the Customer enters his credit card number directly in the web page, the secure online payment solution connected to the website then proceeds immediately to the debit of the amount indicated on the Order Form.

Once the terms and conditions of sale have been accepted, the electronic contract signed, and the payment terms chosen, the Customer is then directed to a page allowing him to enter and electronically sign his SEPA mandate. This mandate will be necessary for the payment of future monthly payments of the license of use of his WAYNIUM contract.

Once the payment is received by WAYNIUM, the Customer receives an email from WAYNIUM at the email address he/she provided when placing the Order. This e-mail contains a summary of the Order Form corresponding to the information provided and validated by the Customer, and a link to his dedicated online space allowing him to download his invoice. 

5.2 Order Refusal

WAYNIUM may use his right to refuse any Order in case of:

  • Existing Dispute with Customer;
  • Total or partial non-payment of a previous Order by the Customer;
  • Refusal to authorize payment by credit card by payment organizations.

Article 6 – Conditions of realization of the Services

WAYNIUM undertakes to provide the Services in accordance with the rules of the art and has as such an obligation of means. The Services shall be performed within the time limits specified in the Order Form, unless such time limits are extended by additional Requests or failure of the Customer to cooperate, or by any case of force majeure recognized by the case law. WAYNIUM may subcontract all or part of the Services to third parties of its choice, provided that WAYNIUM remains fully responsible to Client for the proper performance of the Services.

The Client undertakes to cooperate closely with WAYNIUM to ensure the proper performance of the Services. It is the Customer’s responsibility, to the exclusion of any liability of WAYNIUM, to ensure that its use of the Web Solution complies with applicable laws and regulations, including defamation, counterfeiting, image infringement, protection of Personal Data and any other applicable rules.

 

Article 7 – Intellectual Property

7.1 General provisions

The content of the Site and all the elements of which it is composed, in particular in the form of texts, photographs, images, icons, sounds, videos, software, databases or data is the property of WAYNIUM and is protected by international and French rules of intellectual property.

Consequently, any reproduction, representation, modification, transmission, publication, adaptation or exploitation of the elements on which WAYNIUM has intellectual property rights, on any medium whatsoever and in any manner whatsoever, carried out without the prior written authorization of WAYNIUM, is strictly prohibited.

The non-substantial reproduction or representation of the elements on which WAYNIUM has intellectual property rights is authorized for strictly private and non-commercial purposes.

Authorized reproduction of material to which WAYNIUM has intellectual property rights must indicate the source and the name of the author of the content reproduced.

WAYNIUM reserves the right to take civil and criminal legal action, in France and abroad, particularly for infringement, against any person who, directly or indirectly, has violated its rights.

 

7.2 Content of the Web Solution

WAYNIUM may use images from image banks managed by third parties to provide the Services. In this case, WAYNIUM will notify the Customer so that the Customer can ensure the conditions under which it can use these images. WAYNIUM does not provide any warranty to the Client as to the ownership of the rights or as to the right to use the elements that the Client has chosen or provided to WAYNIUM for the provision of the Services.

The Customer is solely responsible for the content it adds to the WAYNIUM Web Solution made available to it, as well as the information distributed or exchanged from it, its use or the hyperlinks it chooses to create.

The Customer declares that it holds all rights and/or authorizations to use any content (texts, comments, works, photographs, illustrations, images, logos, etc.) that it makes available on the Web Solution.

The Customer undertakes to comply with the provisions of the French Data Protection Act of January 6, 1978 and/or the requirements of the CNIL, in particular with respect to the declaration or authorization formalities relating to the use of the Web Solution made available to it at the CNIL, the collection and processing of personal data, as well as the right of access, rectification and deletion of such data.

The Customer is solely responsible for compliance with the mandatory information to be included on the Web Solution made available to it pursuant to the legal and regulatory provisions in force.

Therefore, the Customer undertakes to indemnify WAYNIUM against all actions or claims which may be brought against it by third parties and which are directly or indirectly related to the Web Solution made available to it.

In this regard, the Customer shall indemnify WAYNIUM for any amounts it may have to bear (costs, compensation, expenses, charges …), as well as any damages it may suffer in the context of such actions or claims, including in case of judicial decision not final.

7.3 License to use the Web Solution

The provisions relating to the license to use the Software are specified in Appendix 1 hereof.

 

Article 8 – Duration and renewal

The Contract is signed for a period of one (1) year, starting from the day of the signature of all the documents making it up, i.e. the Order Form and the GTC, and expiring twelve (12) months later. The Contract is renewable by tacit agreement for a further period of one (1) year, unless terminated in accordance with the conditions set out in Article 11 of these GTC.

The parties agree to inform each other of any change of address or change of name.

 

Article 9 – Prices and billing

9.1 Prices

The Price under the Purchase Order is firm, and is for the provision of the following services:

  • Installation of WAYNIUM Services for the Customer
  • Access to the WAYNIUM Web Solutions Manager
  • Training and support in the use of WAYNIUM’s Web Solutions, under the conditions defined in the Purchase Order
  • The license to use the Software as provided in Annex 1
  • Maintenance and hosting as provided in Appendix 2

In the event that the Customer subscribes to an optional Service not specified in the Order Form, the Customer agrees to pay the additional price specified by the current pricing conditions, which can be claimed on request on the website www.waynium.com (heading “price request”).

The Customer shall bear the cost of all duties, taxes and levies that may be applicable to the provision of the Services. Any additional Customer Request not provided for in the initial Purchase Order will be invoiced in addition at an agreed rate or, failing that, in relation to the initial rate. The Price shall be invoiced by WAYNIUM at the times and in the manner provided in the Purchase Order. Any delay in payment shall give rise, without prior notice, to interest at the rate of 7%.

The Sales Order shall be processed once the Client has provided all the information required to process the Sales Order, signed the Sales Order and accepted the General Terms and Conditions, which together constitute the Sales Order, and paid in full the deposit specified in the Sales Order provided by WAYNIUM.

Only Orders whose payment has been accepted are considered firm. Consequently, an Order can only be validated after full payment of the total Price or the deposit and the acceptance of the payment by the Customer’s bank.

No cancellation request from the Customer after the validation of the Order by WAYNIUM can be taken into account.

In case of unpaid or erroneous or incomplete information at the time of the Order, WAYNIUM reserves the right to cancel the Order, without notice or compensation of any kind.

 

9.2 Methods of payment

Placement of the Order implies payment of the Price or a deposit by the Customer.

The methods of payment accepted by WAYNIUM for the Maintenance and Support Services are as follows:

  • By direct debit, if the Customer is located in the “SEPA” zone allowing this method of payment
  • By credit card or bank transfer in the only case where the Customer is located in a country that does not allow the use of “SEPA” direct debits, upon receipt of the invoice

The methods of payment accepted by WAYNIUM for the Services of implementation of the Web Solution and for all the additional Requests or optional Services requested are the following:

  • By credit card or bank transfer in the only case where the Customer is located in a country that does not allow the use of direct debits “SEPA”, upon receipt of the invoice
  • By direct debit at the Customer’s request and if the Customer is located in the “SEPA” zone.

The payment of the Order may in no case be offset against any amount due by WAYNIUM to the Customer.

The debit of the credit card will occur following the validation of the Order.

 

9.3 Billing

For Maintenance and Support Services:

  • WAYNIUM sends to the Customer by email, at the beginning of each month, the invoice for the Maintenance and Support Services of the previous month, according to the conditions specified in the initial Purchase Order
  • The Customer may choose to pay for the Services for a period longer than one month, for a fixed Price decided between the parties, in this case :
  1. The Price of the Services shall remain unchanged and non-revisable for the entire period defined by the agreement between the Client and WAYNIUM,
  2. The Price of the Services is renewed by tacit agreement at the end of each expired period, as long as no revision has been notified by WAYIUM,
  3. The Price for Services is due by Customer in full, including if Customer decides not to use or discontinue the use of the Services provided by WAYNIUM
  • Any complaint to express a disagreement must be made in writing (email or letter) by the Customer, within three (3) working days of receipt of the invoice
  • After this period, the invoice is due in full to WAYNIUM
  • WAYNIUM shall notify the Customer within three (3) working days of any billing corrections resulting from the complaints made,
  • The invoice is paid by the Customer within fifteen (15) days maximum upon receipt of payment by direct debit, if the Customer is located in the “SEPA” zone allowing this method of payment,
  • In the sole case where the Customer is located in a country that does not allow the use of “SEPA” direct debits, the payment is to be made by the Customer upon receipt of the invoice, by credit card or by bank transfer

For the initial implementation of the Web Solution, and for any specific developments requested:

  • The Purchase Order specifies the payment terms accepted by the Customer
  • The invoice is sent by email to the Customer, when the latter signs the Purchase Order
  • The due dates are paid according to the terms of the Purchase Order.

9.4 Lump sum compensation and interest rate for late payment

Any rejection of payment by the Customer’s bank, or any delay in payment generally exceeding the period provided for in paragraph 9.3, will give rise, without prior notice, to the invoicing of a fixed fee of fifty (50) € excluding tax (HT) for management and reminder costs.

In case of rejection by the Customer’s bank or late payment, WAYNIUM shall notify the Customer as soon as possible by registered letter with acknowledgment of receipt and/or by e-mail sent with a request for acknowledgment of receipt, in order to remind the Customer that in the event of failure to pay within eight (8) days from receipt of the said letter and at the latest within thirty (30) days following the establishment by WAYNIUM of the first default in payment, WAYNIUM shall reserve the right to terminate the contract under the conditions provided for in Article 11 of these general conditions of sale.

In case of first rejection by the Customer’s bank or late payment, the Customer agrees to pay within eight (8) days maximum from the receipt of the registered letter with acknowledgment of receipt and/or e-mail with request for acknowledgement of receipt sent by WAYNIUM the amount of the, including the flat fee of fifty (50) € excluding tax (HT) of management costs and reminder.

In the event of a new rejection by the bank or failure to pay by the Client after these eight (8) days, WAYNIUM reserves the right to temporarily interrupt the provision of the Services and therefore to suspend the Client’s access to its Web Solutions, without this cessation of Service giving the Client the right to any compensation due to the cessation of Service, and this until the regularization of all payments due by the Client

In this respect, WAYNIUM informs the Customer that in the event of non-payment within 30 (thirty) days of receipt of the registered letter with acknowledgement of receipt and/or the e-mail with request for acknowledgement of receipt sent by WAYNIUM, WAYNIUM reserves the right to permanently interrupt the Services. The Web Solution made available to the Customer will then be deleted from the servers and the data relating to it will also be permanently deleted. In addition, if the parties agree to reopen the Services after they have been terminated, the initialization and set-up costs will be billed to the Customer again.

 

9.5 Interest rate for late payment penalties

WAYNIUM also reserves the right, in the manner provided by law, to charge late payment penalties payable on the day following the date of payment in the event that amounts due are paid after that date.

 

9.6 Price Review of Services

WAYNIUM may revise the Price of all Services at most once a year, which the Customer expressly accepts. When the prices are revised by WAYNIUM: the Customer is informed by email of the new general pricing conditions applicable to all Customers.

From then on, unless a specific agreement is concluded at that time between the Customer and WAYNIUM, the Customer has a period of thirty (30) days to accept or refuse the proposed new pricing conditions.

In case of refusal by the Customer, and unless specifically agreed between the parties, the Customer has thirty (30) days notice to cease using the Services.

 

Article 10 – Information exchange

It is the responsibility of the Customer to ensure that all information provided to WAYNIUM is accurate and complete (e-mail, name, address, etc.). Any consequence of incomplete, missing or erroneous information attributable to the Customer will be the responsibility of the latter, who may not then seek the responsibility of WAYNIUM.

 

Article 11 – Termination and cessation of service

The parties may terminate the Contract, subject to the following conditions.

The Customer must respect the following cumulative conditions:

  • Send a cancellation request either by e-mail to the address: compta@waynium.com, or by mail to the address mentioned on the Order Form, specifying the desired date of termination of service;
  • Full payment required:
    • All specific developments incurred prior to the termination request;
    • All maintenance and support services until the full month of the date of termination of service requested by the Customer

For WAYNIUM :

  • In the event of non-payment by the Client, where the Client has not paid after the expiry of the period of eight (8) days and at the latest within thirty (30) days following the establishment of the first failure to pay by WAYNIUM, as provided for in Article 9.4, the amount of the and the flat-rate compensation of fifty (50) € excluding taxes (HT) for management costs and reminders;
  • In case of non-compliance of the Customer with one of its obligations expressed in the present GTC;
  • In case of disagreement between the parties on the revised Price of the Services, as provided for in article 9.6

WAYNIUM sends a notice of termination by email to the Customer with a notice period:

  • Eight (8) days prior to the date of termination of service, if the Customer fails to comply with any of its obligations
  • Thirty (30) days in case of disagreement with the price revision proposed by WAYNIUM, if the Customer does not accept the new price conditions (see conditions provided in article 9.6

The termination of service is made effective by WAYNIUM on the date provided by the conditions expressed above. It is up to the Customer to take all measures to recover its data before the effective date of termination of services provided by WAYNIUM, using the usual features of its Manager. The parties expressly waive their right to claim any damages following such termination. In case of agreement of the parties for a reopening of the services after their termination, the costs of initialization and installation will be charged again to the Customer.

The termination of the T&Cs will also entail the termination of its Appendix 1 and 2.

 

Article 12 – Assistance to the use

Depending on the offer he has subscribed, the Customer may benefit from assistance or comprehensive care depending on the options he has chosen. It is the responsibility of the Customer to ensure that the information, documents and data provided to WAYNIUM in this context are accurate and complete. Any consequence of incomplete, missing or erroneous information attributable to the Customer will be the responsibility of the latter, who will not be able to seek the responsibility of WAYNIUM.

The time of accompaniment by WAYNIUM may be limited by a time credit fixed in the Purchase Order subscribed by the Customer. In the event that the time credit is reached, WAYNIUM will offer additional time credit. The Client may request from WAYNIUM a statement of the time credit it has used.

Article 13 – Operation

WAYNIUM provides the Customer specific access to use and administer the Web Solution.

The Customer is solely responsible for the administration, management and operation of the Web Solution made available by WAYNIUM, in particular with respect to administrative declarations required by law or regulation.

In operating a merchant solution, the Customer acts as an independent business and under its sole responsibility. He alone bears the risks of his activity.

As such, he guarantees that his activity, as well as the products and/or services he offers online, respect the regulations in force (in particular the rules relating to remote sales and services, advertising and promotions).

Article 14 – Hosting and maintenance

The provisions relating to the hosting and maintenance of the service are set out in Appendix 2 hereof.

Article 15 – Domain names

The Customer is solely responsible for the choice of the Domain Name that it intends to register and use to access the Web Solution provided by WAYNIUM. The Customer thus retains ownership of its Domain Name, and the responsibility to register and administer its domain name(s) with the third party provider of its choice.

 

Article 16 – Customer’s obligation

The Customer agrees not to violate French or international regulations in force in connection with the use of the Services subscribed to with WAYNIUM. The Customer also undertakes to respect the codes of conduct, customs and rules of behavior accepted on the Internet.

In this regard, the Customer undertakes in particular not to use or communicate files, data or information of an illicit nature or resulting from activities of an illicit nature.

In this regard, the Customer agrees not to use and/or communicate files, data or information that promote the glorification of crimes against humanity, incitement to racial hatred, pornography (especially child pornography), incitement to violence, as well as offenses against human dignity;

  • Do not respect the rights of third parties such as, in particular, the right to privacy, the right to industrial or intellectual property;
  • Contrary to good morals;
  • Which would not respect the provisions of the Data-processing law and Freedoms of January 6, 1978 and/or the prescriptions of the CNIL
The Customer also undertakes to inform WAYNIUM of any changes relating to its data and useful for the management of the Services provided by the latter. For this, the Customer has various means such as e-mail or postal mail. The Customer is solely responsible for any malfunctions that may result from a failure to update. The Customer also undertakes to regularly consult the email address used as a Customer identifier so that WAYNIUM can communicate any important information.

 

Article 17 – Liability – Warranty

The Customer acknowledges that WAYNIUM is bound by an obligation of means in the performance of the Services it offers. Consequently, the latter’s liability can only be incurred in the event of demonstration of an actual fault on its part having caused damage to the Customer.

In particular, WAYNIUM can not be held liable in the following cases:

  •  Difficulty of use or unavailability of the Service due to malfunction or saturation of the Internet network,
  • Contamination by virus of the Customer’s data, the protection of which is the responsibility of the Customer,
  • Intrusions and/or malicious interventions by third parties despite the reasonable security measures put in place,
  • Possible misappropriation of data transmitted to the Customer by e-mail,
  • Malfunction or unavailability due to force majeure,
  • Malfunctions affecting the services provided by telecommunication operators or registration offices, including in case of hacking or fraudulent access to their database

Due to the characteristics and limitations of the Internet network, which the Customer declares to be fully aware of, the Customer also acknowledges that it is impossible to guarantee that data transmitted via the Internet will be entirely secure. Consequently, data transfers remain at the Customer’s risk, who acknowledges and accepts this.

In any event, the responsibility of WAYNIUM, in any capacity whatsoever, is expressly subject to full compliance with the obligations of the Customer. Thus, WAYNIUM’s liability shall not be sought where the Customer has, even partially, failed to fulfil any of its obligations. In this case, WAYNIUM reserves the right to suspend all Services provided after a period of forty-eight (48) hours following any written notification sent to the Customer, including by e-mail, and left unanswered by the latter. Customer acknowledges and agrees that such suspension shall not entitle Customer to any compensation whatsoever..

Article 18 – Transferability of the contract

WAYNIUM reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from the Contract.

With the exception of the assignment made to its majority-owned subsidiaries, the Client may not assign, in whole or in part, for any reason whatsoever, this contract without the prior written consent of WAYNIUM.

WAYNIUM shall be informed in advance of the Customer’s intention to assign this contract in whole or in part. WAYNIUM reserves the right to authorize such an assignment only in cases where the assignee of this contract agrees to perform it under the same conditions as those accepted by the assigning Customer.

In any event, WAYNIUM reserves the right to object to the assignment of this contract, in whole or in part, by the Customer.

Article 19 – Information technology and freedom

19.1 Data processed by WAYNIUM

WAYNIUM will respect the information submitted by the Customer in accordance with the terms of its Privacy Policy available at the following address [indicate the link to the Privacy Policy and personal data].

The Client acknowledges having been informed that in accordance with the provisions of Law No. 78-17 of January 6, 1978, known as the “Data Protection Act”, the information collected by WAYNIUM during the order is necessary for the execution of its mission.

They are intended for WAYNIUM and its partners, which the Customer expressly acknowledges and accepts. The Customer has the right to access, rectify and delete personal information concerning him.

If he wishes to exercise this right and obtain information about him, he can contact WAYNIUM.

19.2 Data processed by the Customer as a result of using the Software

The Software and Solutions of WAYNIUM may allow the Customer to process personal data.

In this regard, WAYNIUM would like to remind the Customer that, as the person responsible for processing, it is his responsibility to ensure compliance with the regulations in force on the protection of personal data and in particular Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms and the European Regulation 2016/679 of April 27, 2016, which came into force on May 25, 2018, on the protection of individuals with regard to the processing of personal data and the free movement of such data.

WAYNIUM would particularly like to bring to the attention of its Customers that it is their responsibility, as a data controller, to ensure compliance with the rights of persons whose data are processed and in particular the right to information, the collection of consent when it is necessary and in particular in case of use of data for commercial prospecting by electronic means, the right of opposition, access and rectification of the persons concerned.

As a software publisher, WAYNIUM could not be held responsible for any breach of the obligations to which the Customer is subject as a controller.

Article 20 – References

The Customer, as a professional, expressly authorizes WAYNIUM to display its name and/or logo and/or link on its commercial documents and/or on its Web Solutions in order to include it among its reference partners.

 

Article 21 – Archiving of the Contract

The data relating to the Contract concluded between the Customer and WAYNIUM are kept in the archives of WAYNIUM. They can be accessed on request by the Customer by e-mail sent to the following address: contact@waynium.com. 

 

Article 22 – Customer Service

All requests for information and / or complaints can be submitted to WAYNIUM:

  •  By mail addressed to the head office, at the following address: 34 rue des Fossés Saint Bernard, Hall B, 75005 Paris, France;
  • Or by e-mail to the following address: contact@waynium.com

Article 23 – Various

The two parties expressly agree that:

  • The presence of an identification code validly identifies the author of a document or message and establishes the authenticity of the document or message,
  • That an electronic document containing an identification code is equivalent to a writing signed by the issuer

The fact that any of the present conditions is not invoked at a given time cannot be interpreted as a waiver of the application of these conditions.

The parties also agree that the fact that a party tolerates a non-performance or an imperfect performance of a contractual obligation referred to in these terms and conditions or more generally tolerates any act, abstention or omission of the other party that does not comply with the contractual provisions shall not confer any right whatsoever on the party that benefits from such tolerance.

In the event that any of the present conditions is declared null and void or contrary to a provision of public order, it shall be deemed unwritten and the other stipulations shall remain in force. If necessary, the parties agree to negotiate in good faith the provisions necessary to replace the provisions that may have been nullified or invalidated for any reason whatsoever.

The headings and sub-headings in these terms and conditions are included for convenience only and shall not be used to interpret any provision of these terms and conditions. In the event of any inconsistency between any of the headings and any of the provisions, the headings shall be deemed not to exist.

Article 24 – Claims

The Contract is governed by French law, to the exclusion of any other legislation.

Any dispute relating to the conclusion, interpretation, performance or termination of these general terms and conditions of sale shall be subject to a search for an amicable agreement. Any dispute that may arise between the parties as a result of the conclusion, interpretation or execution of these terms and conditions of sale shall be resolved exclusively by the competent courts of Paris, France.


WAYNIUM SOFTWARE LICENSE

Appendix 1

 

The Software developed by WAYNIUM corresponds to all the programs, processes and rules relating to the operation of a data processing system. The Software is the program identified by a source code, independently of any hardware support.

For the purposes of operating the Web Solution made available to the Customer, WAYNIUM grants the Customer a non-exclusive right to use the Software designed by WAYNIUM and the related functionalities, as well as any license to use the software designed by our suppliers and integrated into the Web Solution thus created.

The conditions of use of the Software and the Web Solution are detailed in the present Software License Agreement sent to the Customer at the time of his Order and appearing in Appendix 1 of the GTC (hereinafter “the License”).

Article 1. Purpose of the License

The purpose of the License is to define the conditions under which WAYNIUM grants the Customer a personal, non-exclusive and non-transferable right to use the Software.

 

Article 2. Duration

The License comes into effect upon signature of the Agreement by the Customer and is valid for the entire duration of the Agreement, as set forth in Article 8 of the GTC, i.e., for a period of one (1) year starting from the signature of all the documents making up the Agreement, i.e., the Order Form and the GTC, and expiring twelve (12) months later. The Contract is renewable by tacit agreement for a further period of one (1) year, unless terminated in accordance with the conditions set out in Article 11 of the GTC.

 

Article 3. Price

The Price set forth in Article 9 of the GTC includes the price of this License.

 

Article 4. Delivery

Upon receipt of full payment of the Price as provided in Article 9 of the GTC, WAYNIUM undertakes to provide the Customer, as soon as possible, an access code corresponding to a unique license number to the email address of the Customer provided at the time of the Order. In the event that the Customer does not receive this code within a reasonable period of time, the Customer may contact WAYNIUM by e-mail at support@waynium.com, indicating its name, the number and date of the Order.

 

Article 5. Rights to use the Software

The Software License granted hereunder allows the Customer to use the Software for its own purposes and for its own needs, for the duration of the Agreement as defined in Article 8 of the GTC.

Under the right of use granted by the License, the Customer shall have the right, on its own behalf, to use the Software via the interfaces made available to it.

Apart from the rights granted in this article, and without prejudice thereto, the Customer shall not:

  • Copy, print, transfer, transmit or display all or part of the Software, even free of charge;
  • Sell, sub-license, rent or distribute the Software in any way whatsoever;
  • Modify the Software and/or incorporate all or part of the Software into other computer programs;
  • Add new functions to the Software, adapt or improve it;
  • Compile, decompile, disassemble, translate, analyze, reverse engineer or attempt to do so, except as permitted by law..

Article 6. Intellectual Property

The Software and its documentation, as well as all updates, past and present versions of the Software and all related developments and features, are the exclusive intellectual property of WAYNIUM and its licensors and suppliers.

The structure, organization and code of the Software are trade secrets and valuable confidential information of WAYNIUM and its licensors and suppliers.  

However, the Customer is reminded that the provision of the Software does not imply any transfer of WAYNIUM’s rights to the Software or any of its elements, updates, old and current versions, developments and functionalities related thereto, nor to the associated documentation.

Accordingly, the Customer agrees not to infringe, directly or indirectly, or through third parties, the rights of WAYNIUM on the software, applications and services it offers.

The Software is protected by law, including, without limitation, French copyright laws and regulations and applicable international treaty provisions. Except as expressly provided herein, this Agreement does not assign or license any intellectual property rights in the Software to Customer, and WAYNIUM and its licensors and suppliers reserve all rights.

Customer hereby agrees not to remove and/or delete any copyright or other proprietary notices from the Software.

Article 7.  Warranty of eviction

WAYNIUM warrants to the Customer that it has full rights to enter into the License and warrants to the Customer that it will have full and unrestricted use of the Software

WAYNIUM warrants that the Software does not infringe any pre-existing software or work and that it respects the intellectual property rights of third parties.

In this regard, WAYNIUM agrees to defend Customer at its own expense against any claim of copyright or other intellectual property rights infringement brought by a third party with respect to the Software, provided that WAYNIUM is notified immediately in writing by Customer and that the alleged infringement is not due to Customer’s fault.

WAYNIUM shall have sole discretion as to the manner in which it conducts the action and shall have full discretion to settle or pursue any proceeding of its choice. The Customer shall provide all information, materials and assistance necessary for WAYNIUM to conduct its defense or to reach a settlement.

If all or part of the Software is found by a final court decision to be infringing, WAYNIUM may, at its option, either provide Customer with non-infringing software having the same functionality, or obtain the right for Customer to continue to use and operate such Software, or terminate this license to use the Software and refund to Customer twenty-five (25) percent (%) of the Price received under this Agreement, as set forth in Section 9 of the GTC.

Article 8. Contractual warranty

The Software is provided to Customer by WAYNIUM on an “as is” basis, without any warranty or representation, whether written or oral, express or implied. WAYNIUM does not warrant the compatibility of the Software with Customer’s equipment or software configuration. WAYNIUM does not warrant that the Software will meet Customer’s requirements.

WAYNIUM warrants solely and exclusively that the Software will conform to the functional and technical specifications set forth in the documentation provided to Customer under the License.

In the event of a defect in the Software identified by the Customer, the Customer shall submit to WAYNIUM a report clearly documenting and explaining the defect. The Customer may send this report to support@waynium.com.

WAYNIUM reserves the right to use the most appropriate means to correct the anomalies.

Article 9. Responsability

WAYNIUM shall not be liable for damages of any kind suffered by the Customer or third parties and resulting directly or indirectly from the use of the Software, including loss or damage to data, or any financial or commercial loss resulting from the use or inability to use the Software, even if WAYNIUM has been notified in advance of the possibility of such damage.

WAYNIUM shall not be liable for any malfunction of the Software.
In any event, the liability of WAYNIUM shall not exceed the Contract Price set forth in Article 9 of the GTC.

Article 10. Termination of the License

Any termination of the Agreement under Section 11 of the T&Cs shall automatically terminate this License.

 


HOSTING AND MAINTENANCE CONTRACT

Appendix 2

 

Article 1. Purpose

The purpose of this appendix is to define the conditions under which WAYNIUM undertakes to implement a set of services allowing the hosting and maintenance of the Web Solution made available to the Customer.

 

Article 2. Duration

This hosting and maintenance contract comes into force as of the signing of the Contract by the Customer and is valid for the duration of the Contract, as provided for in Article 8 of the GTC, i.e. for a period of one (1) year starting from the day of signing of all the documents making it up, i.e. the Order Form and the GTC, and expiring twelve (12) months later. The Contract is renewable by tacit agreement for a further period of one (1) year, unless terminated in accordance with the conditions set out in Article 11 of the GTC.

Article 3. Price

The price specified in Article 9 of the GTC includes the price of this hosting and maintenance contract.

Article 4. Extended nature of the service

The hosting itself of the Web Solution made available to the Customer by our WAYNIUM includes:

  • Permanent access to a shared Linux Server on which the Customer has a dedicated storage space whose capacity varies depending on the offer subscribed,
  • A permanent Internet connectivity whose capacity varies according to the offer subscribed.

The Customer acknowledges having been informed in this respect that the storage space dedicated to him is reserved for his sole use but that, on the other hand, the Server on which the Web Solution is hosted, as well as the installation and Services related to it (hardware, premises, bandwidth, Internet connection, firewall and anti-spam software, monitoring, maintenance…) are shared, which he expressly accepts.

The Customer is reminded that he/she administers the Web Solution made available to him/her using the identifiers (user name and password) provided to him/her upon validation of his/her Order.

The Customer shall be solely responsible for managing and maintaining the confidentiality of its credentials, as well as for access to its terminals, installations and computer equipment. In this respect, the Customer agrees to take all necessary measures to ensure the complete security of its files. In case of loss or theft of one or more of his identifiers, the Customer shall immediately inform our company so that it can provide him with new ones, at the following address: support@waynium.com.

Article 5. Guarantees

5.1. WAYNIUM Guarantees

WAYNIUM represents that it has all the rights necessary to provide the Hosting and Maintenance Services and to grant to the Customer the rights set forth herein.

WAYNIUM warrants that it has the skills and equipment to host the Customer’s Web Solution in accordance with the rules of the trade and with all the care and diligence that the Customer may legitimately expect.

WAYNIUM guarantees to implement solutions whose characteristics are sufficiently standard to be compatible with the technologies and materials most widely available on the market to allow the Web Solution to be adapted and evolved to new techniques and new communication technologies.

WAYNIUM undertakes to take all measures to safeguard, including back-up, duplicate and other measures to prevent any damage to the Customer resulting from any damage to files, data, electronic media and/or any other element used or entrusted under the Contract.

WAYNIUM warrants to maintain its IT infrastructure in good working order throughout the term of the Agreement. WAYNIUM shall not be liable for any unavailability or defect in the performance of the services caused by a problem, defect or under-capacity of the Internet network.

5.2. Customer Warranties

The Customer warrants that the content it adds to the Web Solution made available by WAYNIUM complies with all regulations applicable to the dissemination of information and services on the Internet, including provisions relating to intellectual property, privacy, protection of minors on the Internet, freedom of the press, and more generally all provisions to ensure the protection of public order.

WAYNIUM is neither in charge nor responsible for the development of the Web Solution made available to the Customer by the latter.

Article 6. Insurance

WAYNIUM declares that it has taken out an insurance policy covering its professional civil liability, should it be incurred in the performance of this contract.

 

Article 7. Permanence and security of the hosting service

WAYNIUM undertakes to use its best efforts to ensure the continuity of the service described in Article 13.1 subject to interruptions that may be required for the technical monitoring provided in Article 13.4 below.

 

Article 8. Incident handling

Incidents related to or affecting the Web Solutions, whether detected by WAYNIUM or by the Customer, shall be dealt with appropriately by WAYNIUM.

If the Customer detects a failure, it must inform WAYNIUM immediately at support@waynium.com.

In case of failure and/or if the Server is no longer able to provide the Services, the response time is eight (8) working hours in case of failure occurring from Monday to Friday from 9:30 am to 5:30 pm. This period of intervention begins to run from the communication of the problem by the Customer to our WAYNIUM (by phone at +33 9.71.07.11.29 and by email to the address: support@waynium.com).

Article 9. Use of the hosting service by the Customer

The Customer acknowledges that :

  • Access to the shared Server on which is hosted the Web Solution made available by WAYNIUM is strictly limited to the storage space dedicated to it and the Customer undertakes to respect this storage space offered to him without exceeding it,
  • This storage space is strictly reserved for hosting the Web Solution made available by WAYNIUM, excluding any other use.

Consequently, the only interventions that the Customer is authorized to carry out on the above-mentioned Server are those relating to the installation, modification, updating and/or deletion, in its dedicated space, of the data and elements constituting the Web Solution made available to it by WAYNIUM.

Any intervention other than those mentioned above is strictly prohibited. As such, the Customer is prohibited in particular:

  • Use the space dedicated to him on the shared Server for storage of data other than those constituting the Web Solution made available to him or for routing purposes for emailing operations,
  • Any intervention or attempt to intervene in the system or configuration of the said Server, as well as in other Web Solutions that may be hosted there and that belong to third parties.

Article 10. Technical follow-up

10.1 Maintenance, servicing, modification or replacement of the server

WAYNIUM undertakes to provide maintenance and upkeep of the shared Server on which the Web Solution made available to the Customer is hosted, as well as the Services related to it.

If necessary, maintenance and upkeep operations may result in an interruption of the hosting service. Except in cases of particular urgency, our company shall endeavor, to the extent possible, to inform the Customer in advance of any planned interruption, with a notice of at least eight (8) days specifying the date, time and duration of such interruption, it being understood that WAYNIUM undertakes to do its utmost to ensure that this interruption occurs during a time slot of least frequentation

In order to preserve the quality of its Services, WAYNIUM also reserves the right to modify or replace the Server on which the Customer’s Web Solution is hosted.

WAYNIUM will make its best efforts to inform the customer in advance and organize the transfer of its data.

10.2. Technical assistance

WAYNIUM also provides the Customer with a technical support service under which the Customer may submit any malfunction, defect or technical anomaly that it may encounter in the hosting of the Web Solution provided by WAYNIUM. All such notifications and requests shall be sent to support@waynium.com.

WAYNIYM shall inform the customer of any change in the means of communication with WAYNIUM made available to it.

WAYNIUM undertakes to use its best efforts to provide a response to the Customer within seventy-two (72) business hours of the Customer’s request. If WAYNIUM’s intervention requires an interruption of the Hosting Service, WAYNIUM shall, to the extent possible, arrange such interruption in agreement with the Customer.

Article 11. Backup

WAYNIUM undertakes to back up the Web Solution made available to the Customer at least once (1) a day without interruption of its operation or excessive degradation of its performance.

 

Article 12. Software updates or Server configuration

The functionalities of the Software and/or the configuration of the shared Server are brought to evolve regularly in order to optimize the use of all the users and/or the performance or safety of the system. The Customer accepts the evolutions and updates in order to allow a good functioning of the system.

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