PREAMBLE:
(A) AXIOCAP, a société par actions simplifiée (simplified joint-stock company) with share capital of €194.66, registered with the Montpellier trade and companies register under number 853 941 474, with registered office at 143 Rue Albert Viger, 34070 MONTPELLIER, in its capacity as a majority-owned subsidiary of GIE INFOGREFFE (Groupement d'intérêt économique de nature civile), registered in the Créteil Trade and Companies Register under number 338 885 718 and headquartered at 5-7 Avenue de Paris, 94300 VINCENNES, offers and operates, notably via the www.axiocap.com (hereinafter the "Site"), a solution for dematerializing the legal registers and general meetings of companies (hereinafter the "Solution", the latter being more fully described below).
(B) The Customer Service, which can be contacted by Customers (as this term is defined below) or by Users (as this term is defined below), is accessible at the following coordinates (which are also recalled in article 17 below):
Physical address: Support Axiocap, 143 Rue Albert Viger, 34070MONTPELLIER
Mail: support@axiocap.com
(C) It is in the context of the marketing and operation of this Solution to Customers (as this term is defined hereinafter) as well as in the context of the use of the Site by Internet Users (as this term is defined hereinafter) that the present CGUV are established, which apply to Axiocap as well as to Customers, Users and Internet Users.
ARTICLE 1 : DEFINITIONS
For the interpretation of the present CGUV, the following terms beginning with a capital letter, used indifferently in the singular or in the plural, will have the meaning attributed to them hereafter unless the context explicitly indicates another meaning:
"Personalized assistance": refers to any intervention carried out by Axiocap on the Customer's behalf and at the Customer's request, which does not fall within the scope of Anomaly resolution assistance.
"Anomaly": means any incident, blockage, anomaly or failure of the Solution or of the services to which the Solution gives access, but also any defect, non-conformity, insufficiency and/or degradation of the performance of the Solution or of the services to which the Solution gives access, such anomalies being a Blocking Anomaly, a Major Anomaly or a Minor Anomaly, it being specified that only Anomalies concerning an Essential Functionality may constitute a Blocking Anomaly or a Major Anomaly.
"Blocking Anomaly": refers to an Anomaly concerning an Essential Functionality causing the cessation of operational use and/or the unavailability and/or inoperability of the Solution or of the services to which the Solution gives access, resulting in particular in the impossibility of using one of the Essential Functionalities of the Solution (blocking of the process without possible workaround). A Blocking Anomaly that benefits from a Workaround is considered as a Major Anomaly.
"Major Anomaly": means an Anomaly concerning an Essential Functionality that does not prevent the use of the Solution or of the services to which the Solution gives access, but which makes the operation of the Solution difficult and under degraded conditions. A Major Anomaly may in particular be an Anomaly that affects the conformity, integrity or confidentiality of the system or of the data it manages, or that restores erroneous data and/or affects the use of system functionalities on components other than ergonomic ones and/or produces an erroneous functional result. It is reminded that a Major Anomaly is considered as a Blocking Anomaly that benefits from a Workaround accepted by the Customer.
"Minor Anomaly": designates (i) any Anomaly concerning an Essential Functionality which allows the full operation of the Solution and the services to which it gives access to continue in all of its functionalities, including by means of an unusual procedure, but which affects the compliance of the Solution and the services to which it gives access in its minor components and/or any other Anomaly concerning an Essential Functionality not falling into the categories of Blocking or Major Anomaly such as, for example, an Anomaly which, in particular, produces a degraded functioning of the Solution with regard to ergonomic, graphic or editorial aspects, known as "comfort" for the User, and/or which does not significantly impair the proper functioning of a functionality (ii) and any Anomaly concerning a non-essential functionality of the Solution or of the services to which it provides access.
"Customer": Any individual or professional legal entity, who orders the services offered by Axiocap as identified in the present CGUV and enters, as such, into a contractual relationship with Axiocap. In the event that a Customer wishes to allow his own customers to benefit from the Solution, only the Customer will be considered to be engaged in a contractual relationship with Axiocap. The Customer's customers will remain third parties to this relationship.
"Consumer Customer": designates any Customer (i) having the quality of consumer within the meaning of the introductory article of the French Consumer Code, i.e., on the date hereof, any natural person acting for purposes which do not fall within the scope of his commercial, industrial, craft, liberal or agricultural activity (ii) and, in application of article L 221-3 of the French Consumer Code, the professional for whom the contractual relationship organized by the present CGUV does not fall within the scope of the said professional's principal activity, and whose number of employees is less than or equal to five.
"Account" means the account created by the Customer, which allows the Customer and Users acting on behalf of the Customer to access the Solution and the services to which the Solution gives access.
"Workaround": refers to any procedure or solution, provided on an emergency basis by Axiocap, other than the effective and permanent correction of the cause of the Anomaly or malfunction of the Solution observed and allowing for a degraded but acceptable operation of the Solution in functional, technical or ergonomic terms (this is a palliative and not a curative). A Workaround also involves, if necessary, the modification of database records by Axiocap. It provides a temporary and transitory solution, and must be corrected within the allotted time.
"Correction": means a solution provided by Axiocap in order to remedy an Anomaly or a malfunction of the Solution.
"Availability": means the fact that the functionalities of the Solution and the Data are accessible and usable by the Users at the desired time and with the performance defined in the present CGUV (and/or in the contract in case of recourse to a contract).
"Shared Electronic Recording Device" or "SRD" means a transparent and secure information storage and transmission technology. It is a database that contains the history of all exchanges between its users since its creation.
"Data": means the data, databases and information of the Client, in particular those corresponding to its legal registers, those relating to its securities movements, and/or its shareholding and which are used and/or hosted through the Solution.
"Affiliated Entity": in relation to one of the Parties, a company which is its subsidiary within the meaning of Article L 233-1 of the French Commercial Code, or of which this same Party is one of the subsidiaries according to the aforementioned Article L 233-1, or for which there is an entity of which this company and this Party are both subsidiaries within the meaning of this same Article.
"Essential Functionalities": refers to the following major services to which the Solution provides access, these major services being hereinafter identified in a restrictive manner: (i) the keeping of registers of securities movements and other legal registers (ii) the anchoring on a shared electronic recording device of securities movements (iii) the dematerialized holding of meetings (iv) the management of shareholders. Only these Essential Functionalities, in case of proven malfunction, may give rise to Major and/or Blocking Anomalies.
"Identifiers": means the User's actual identifier (or " login" ) and the password allowing him/her to access the Solution.
"Internet user": means any Internet user browsing the Site.
"Maintenance": refers to the services provided by Axiocap for Support, Corrective, Adaptive and Evolutionary Maintenance and the delivery of minor and major updates to the Solution. Corrective Maintenance concerns the correction of Anomalies and the improvement of its operation (performance, security, reliability) without functional regression. Evolutionary Maintenance consists of updating the Solution. Adaptive Maintenance involves upgrading the Solution to adapt it to regulatory changes.
"Update": refers to a modification of the Solution made by Axiocap, as part of the improvement of the operating comfort of the Solution as well as Support and/or Maintenance, which brings in particular Anomaly Corrections and/or Workarounds.
"Parties": refers, on the one hand, to Axiocap and, on the other hand, to the Customer who orders and purchases from Axiocap the services identified in these GCUV and who, as such, enters into a contractual relationship with Axiocap.
"Third Party Service Provider": refers to the service providers chosen by Axiocap for the storage, time-stamping, sending of electronic registered letters, and electronic signature of documents, as stipulated in article 4.1.1 of the GCUV.
"Solution": refers to the Axiocap software application solution providing access to the services identified in article 4 of the CGUV and including, in particular, services for the dematerialization of registers of share movements and other legal registers such as registers of general meetings and other deliberative corporate bodies, and made available to the Customer in SaaS mode, including all its Updates.
"SaaS" or " Software as a Service ": refers to a service enabling the User to remotely access the functionalities of a software application solution, via the Internet and a connection to the Service operator's server, on which the solution is installed.
"Support": means the assistance services in the resolution of the Anomalies, as defined in the CGUV (and/or in the contract in case of recourse to a contract).
"Transaction": means any operation by the Customer or Axiocap relating to Customer Data on the Solution.
"User(s)": means the person who uses the Solution and the services to which the Solution gives access and who is a natural person, employee or agent of the Customer or is a service provider with whom the Customer is under contract, and who, in any event, is authorized by the Customer to access, on his behalf, the Solution. The number of User(s) is not limited.
ARTICLE 2: APPLICATION OF THE CGUV - DESCRIPTION OF THE CONTRACTUAL FRAMEWORK BETWEEN AXIOCAP AND THE CUSTOMER
2.1 The purpose of the CGUV is to define the terms and conditions under which the Site is made available to Internet users, Customers and Users.
2.2 With respect to Customers and/or Users, the CGUV are also intended to determine (i) the terms and conditions of use of the services to which the Solution provides access, and (ii) the respective obligations of the Parties with respect to the use of the Solution and the services to which the Solution provides access.
2.3 Indeed, and as stipulated in article 3 below, the Site offers an area whose access is free and is accessible to any Internet user and the Site also includes an area whose access is reserved for Customers and Users from which the Solution is operated and the services to which the Solution gives access are implemented.
2.4 Before placing an order for access to the Solution and the services to which it gives access, the Customer declares that he has read the CGUV and has therefore accepted them in advance, without reservation.
Where applicable, if a Customer makes special requests or if a Customer also wishes to formalize a contract then, in addition to the present CGUV, a contract is also concluded between Axiocap and the Customer which has the value of "special conditions" (it being specified that a quotation which would be issued by Axiocap and which would be accepted by a Customer would be equivalent to a contract valid as special conditions within the meaning of the present CGUV). These special conditions may then derogate from the CGUV.
In case of contradiction between the CGUV and the above-mentioned particular conditions, the particular conditions prevail.
In any event, (i) the mere acceptance of these CGUV and (ii) the subsequent provision of the Solution and the services to which it gives access (iii) generate a contractual relationship between Axiocap and the Customer.
As the User also has access to the Solution and to the services to which the Solution gives access, the CGUV also apply to the Users and the Customer is responsible for the respect of the CGUV by the User who intervenes on behalf of the said Customer.
Axiocap reserves the right to modify the present CGUV, including the tariffs identified below, subject to informing the Customers individually, it being specified that this tariff modification is then applicable to the Customer one (1) month after the information given by Axiocap to the Customer. In the event that the Customer refuses such modification of the CGUV and/or the tariffs, the Customer shall then be entitled to terminate the contractual relationship with Axiocap upon notification by Axiocap of the modifications to the CGUV and/or the tariffs, within this period of one (1) month after notification and subject to compliance with a notice period of one (1) month, said notice period being sent by email to the following address: contact@axiocap.com Axiocap may also be contacted for this purpose as stipulated in article 17 hereinafter "Customer Service") or by registered letter with acknowledgement of receipt.
ARTICLE 3: SITE IDENTIFICATION
The Site offers a space whose access is free and is accessible to any Internet user.
This free access area includes access to the following elements: (i) presentation of the Solution and its functionalities (ii) consultation of the Solution's rates (iii) a contact form (iv) a blog containing articles relating to the Site's environment (v) a library of document templates.
The Site also includes an area reserved for Clients and Users from which the Solution is operated and the services to which the Solution gives access are implemented.
Access to the Solution and to the services to which it gives access is conditional upon the creation of an account on the Site as well as the ordering of services (as stipulated in articles 5 "orders" and 6 "pricing")
When creating this account, the person creating the account provides the elements relating to its identification. In the case of a legal entity, these elements concern the RCS number, the corporate form, the address of the registered office, and the identification of the legal representative. Any legal entity creating an account must be legally constituted and act through a duly authorized representative.
In the case of a natural person, these elements are: name, first name, address, date of birth.
Any natural person creating an account must be at least eighteen (18) years old and have full legal capacity.
Any person creating an account (i) undertakes to provide truthful and accurate information concerning his identification and/or civil status and/or contact details, in particular with regard to his email address and (ii) and is responsible for updating the information provided, changes can be made by logging into his member area.
Once the account has been created and the services ordered (as stipulated in Articles 5 "Orders" and 6 "Pricing"), the Customer and Users are given Identifiers enabling them to access the Solution and the services to which the Solution gives access and which are identified below.
ARTICLE 4: IDENTIFICATION OF SERVICES
ARTICLE 4.1 DESCRIPTION OF THE SOLUTION AND IDENTIFICATION OF THE SERVICES TO WHICH THE SOLUTION GIVES ACCESS
4.1.1 The Solution, described in the definition above, refers to the software application solution for the dematerialization of legal registers and general meetings of companies, made available to the Customer in SaaS mode.
4.1.2 The services to which this Solution gives access are the following:
4.1.2.1 The keeping of a dematerialized securities movement register allowing the User to move and administer the securities movement register in compliance with the legal and regulatory provisions in force.
The dematerialized securities register service uses the Shared Electronic Recording Device technology and allows the registration of the securities movements of a given company based on standard attributes:
- Movement date ;
- Beneficiary account name ;
- Name of beneficiary ;
- Account name ;
- Holder's name ;
- Type of title ;
- Quantity moved ;
- Company name ;
- Company SIRET.
The recording of these attributes in the shared electronic recording device generates a unique code, the cryptographic hash, which is immutable and makes it possible to identify said attributes. This hash constitutes the means of proof provided for by Decree No. 2018-1226 of December 24, 2018.
The Shared Electronic Recording Device is a distributed system that records all movements affecting a company's securities in a chronological and secure manner.
To guarantee the security of the data on the shared electronic recording device, Axiocap implements a cryptographically authenticated database. This database is managed by a distributed network of validation nodes that follow the Raft consensus protocol. Each validation node generates cryptographic signatures attesting to the status of the shared electronic recording device. Validation nodes are selected organizations that meet a list of defined criteria.
Each Transaction recorded on the shared electronic recording device is encrypted using the "Advanced Encryption Standard". Anyone present on the network can view the Transactions on the network, but cannot read the Data.
4.1.2.2 The Solution also offers Users a service for keeping and administering other legal registers (other than the aforementioned register of share movements) such as registers of social deliberations and attendance registers.
4.1.2.3 The Solution also offers a dematerialized secretarial service for deliberative assemblies and other deliberative bodies, enabling (i) the sending of invitations by Electronic Registered Letter, by simple email or by Electronic Registered Mail, It should be noted that the Customer and/or the User must ensure that the articles of association of the legal structure to which they belong do not prohibit the use of Electronic Registered Mail, and (ii) an electronic voting application service which manages voting rights and whose results are automatically integrated into the minutes, as well as automated registration.
4.1.2.4 The Solution also provides access to (i) an electronic signature service and (ii) a document storage service.
4.1.2.5 The technologies used for these services are as follows:
- eDoc Group certification
The Solution features an eDoc Group-certified secure digital safe, in accordance with the NF Logiciel Certification Rules and ISO/CEI 25051: 2014. This digital safe complies with the specific requirements concerning the Coffre-Fort Numérique (CCFN) components of part 10 of the NFLogiciel certification rules. eDoc Group is a company certified by the French standards association (AFNOR), and approved by the Service interministériel des archives de France (SIAF), since the decree of March 15, 2019, for the conservation of current or intermediate public archives.
To meet the requirements of AFNOR certification and the approval of the Service Interministériel desArchives de France (SIAF), eDoc Group hosts its IT infrastructures in a sovereign cloud. The IT architecture dedicated to eDoc Group environments is located in Tier 4 datacenters , and benefits from a Disaster Recovery Plan that enables the backup site to be up and running within an hour. Equipment outsourcing is based on ISO27001 (security), ISO 9001 (quality management) and ITIL, ISO 20000 (service management) certifications.
- Storage, time-stamping and electronic signature of documents
The Solution integrates storage, time-stamping and electronic signature of documents, for which Axiocap uses Third-Party Service Providers. The Third-Party Service Providers chosen by Axiocap are OVH for storage and Signaturit for electronic signature.
- Sending Electronic Registered Letter (ERL) and Electronic Registered Mail (ERM)
The Solution includes the possibility of sending summonses by LRE or ERE, for which Axiocap uses the services of the Third Party Service Provider AR24. By using the Solution, it is expressly agreed that Users and Customers automatically accept AR24's GCU, which can be viewed here: https: //www.ar24.fr/cgu/
4.1.2.6 It is agreed that the aforementioned technologies may evolve during the course of the contractual relationship with the Customer, in particular as a function of legislative and regulatory changes and as a function of IT and technological developments, which is expressly accepted by the Customer and Users. Similarly, during the course of the contractual relationship between the Customer and Axiocap, the latter may at any time change Third Party Service Providers, which is expressly accepted by the Customer and Users.
4.1.2.7 Lastly, the Solution provides access to various indicative simulators, such as fund-raising and dividend payment simulators, as well as various dashboards offering a summary view of the company's main capital information.
4.1.2.8 Solution updates :
The Customer and/or User may benefit from updates to the Solution, which may be freely implemented by Axiocap, provided that they do not result in any permanent reduction in the performance of the services offered. In any event, functional or technical upgrades must not jeopardize security requirements or compromise any reversibility and transfer of Data.
In this context, Axiocap guarantees the maintenance of performance and the delivery of each new Update, in particular :
- Permanent non-regression of the Solution's functionalities with respect to the previous version;
- Permanent non-regression of functional parameters (description sheet, vault structure, authorization);
- Maintain or improve reliability, availability, safety and maintenance levels, as well as service levels.
However, the Customer and/or the User acknowledge, are aware of and accept without reservation that any Update may result in minor temporary defects that will be corrected in accordance with the provisions of Article 4.7 below.
4.1.2.9 Document templates
The library of documents made available on the Site is for information purposes only, and is not intended to be a substitute for legal advice provided by a lawyer, nor to engage the liability of Axiocap for any reason whatsoever.
4.1.3 The Services to which the Solution gives access enable the Customer to share his account with Users of his choice, it being recalled that the present CGUV apply to Customers and Users.
ARTICLE 4.2: ACCOMMODATION
Axiocap hosts the Solution and stores the Data on the territory of the European Union, with OVH, which is based in mainland France.
The main hosting site is located in Gravelines, France.
It is duplicated geographically on a secondary site, located in Germany.
Axiocap provides a geographically duplicated hosting service.
In addition, Axiocap stores certain data in Spain (data relating to the electronic signature service provided by the Signaturit service provider) and on Orange servers in France (data relating to the secure digital safe service).
During the course of the contractual relationship with the Customer, Axiocap may modify the aforementioned hosting sites and/or the aforementioned service provider in charge of hosting, on condition that the new service provider and/or the new sites present a quality and security equivalent to the current service provider and the current sites.
However, Axiocap may not move its servers, host the Solution, or store and backup Customer Data outside the European Union without first informing the Customer in writing.
Axiocap ensures, through the above-mentioned host, that firewalls, anti-virus and intrusion or spyware detection tools are in place to guarantee effective protection.
SECTION 4.3: SECURITY COMPLIANCE - AVAILABILITY OF THE SOLUTION
4.3.1 Axiocap undertakes to use its best endeavours to preserve the security, integrity, availability and confidentiality of the Customer's Data, as well as any electronic media on which such Data may be stored.
Axiocap has a state-of-the-art security system.
Axiocap undertakes to immediately inform the Customer in writing of any actual or potential security risk of which it becomes aware and to immediately take any action necessary to protect or restore the safety, security, integrity, confidentiality and Availability or integrity of the Customer Data and the Solution.
Axiocap undertakes to maintain at all times the integrity and confidentiality of the Data communicated by the Customer and/or Users.
Data is backed up on a daily basis.
4.3.2 Axiocap makes every effort to ensure continuity of access to the Solution and its Availability and makes every effort to ensure that the Solution is not unavailable for more than twenty-four (24) hours.
Axiocap implements duplication and redundancy of its servers so that, in the event of a server failure (breakdown, fire, etc.), another server can take over, ensuring the resumption of the most recent data backup.
4.3.3 Axiocap makes every effort to guarantee the Customer that the data inserted in the digital safe is protected from disclosure.
ARTICLE 4.4: LANGUAGE
The Site, as well as the services to which the Solution gives access, are offered exclusively in French.
The language of interpretation of the CGUV is the French language.
ARTICLE 4.5: MIGRATION
Axiocap may, at the Customer's request and after agreement between the Customer and Axiocap, migrate the Customer's files and Data to the Axiocap platform. This operation will give rise to a quotation, which must be accepted by the Customer before the migration operations are implemented.
Once the migration operations have been completed, a migration completion form is sent to the Customer and the Customer is requested to return this form, completed and signed, to Axiocap within thirty (30) days of receipt. If the Customer does not return the form within this period, he/she is deemed to have taken note of the migration and to have validated its conformity.
In any case, the customer is solely responsible for sending and returning paper copies of theonnéessous to the customer by post.
ARTICLE 4.6: TRAINING
At the Customer's request, Axiocap can provide training in the use of the Solution for one or more employees, over a specific number of hours, by videoconference, according to the schedule agreed between Axiocap and the Customer. A quotation will be drawn up for this operation, and must be approved by the Customer before the training is carried out.
ARTICLE 4.7 : SUPPORT - MAINTENANCE
4.7.1 The technical assistance service within the framework of Support and Corrective Maintenance applies to the Solution and to any service to which the Solution gives access.
This technical assistance consists in assisting the Customer and the Users by email and/or by remote maintenance, for the management and the resolution of the incidents, dysfunctions and Anomalies.
The technical assistance service provides the Customer with a response within 48 (forty-eight) working hours. The technical assistance service can be reached as follows:
- Chat support, directly accessible from the Solution;
- Email support at support@axiocap.com
- The postal address is as follows: Support Axiocap, 143 Rue Albert Viger,34070 Montpellier ;
- Implementation of a supervision tool (statistics, performance, memory monitoring, etc.);
- Technical and functional expertise for subsequent upgrades.
4.7.2 The Customer and/or the User must report, without delay, any incidents and Anomalies encountered, which it will document by providing Axiocap with the elements at its disposal, so that Axiocap can best deal with the Customer's and/or the User's request. Axiocap will then diagnose the Anomaly and resolve it according to the following Corrective Maintenance procedures:
- In the event of a Blocking Anomaly, Axiocap will implement a Correction or a Workaround within two (2) business days, starting from the notification of the Anomaly by the Customer and/or the User;
- In the event of a Major Anomaly, Axiocap undertakes to implement a Correction or Workaround within five (5) working days of notification of the Anomaly by the Customer and/or the User;
- In the event of a Minor Anomaly, Axiocap undertakes to implement a Correction or a Workaround within forty-five (45) working days, as from the notification of the Anomaly to the Customer and/or the User.
Axiocap cannot be held liable for the above transactions in the following cases:
- Refusal by the Customer and/or the User to cooperate with Axiocap in resolving the Anomalies and in particular in the event of failure to respond to questions and requests for information;
- Use of the Solution by the Customer or the User in a manner that does not comply with its intended purpose or documentation;
- Unauthorized modification of the Solution by the Customer or the User;
- Serious breach by the Customer of its obligations under the CGUV and/or the contract it has entered into with Axiocap;
- Installation by the Customer or the User of any software package, software or operating system or use of consumables, incompatible with the Solution;
- Failure of the Customer's and/or User's electronic communication networks;
- Degradation, malicious acts, sabotage by the Customer and/or the User;
- Force majeure or any act of a third party.
Furthermore, Axiocap declines all responsibility in the event of misuse or negligence on the part of the Customer and/or a User with regard to the use of the Solution which may be directly or indirectly, exclusively or partially responsible for an Anomaly.
The above operations and interventions, under the Support and Corrective Maintenance, understood as the resolution of Anomalies, are included in the price of the subscription to the Solution, as identified below.
Interventions carried out as part of Personalized Support do not, however, fall within the scope of assistance in resolving Anomaly(ies) and must be the subject of a specific agreement between the Customer and Axiocap, it being specified that before a support operation can be delivered, an agreement between the Customer and Axiocap must be reached to this effect.
4.7.3 In addition to the aforementioned Corrective Maintenance operations, during the course of the contractual relationship between Axiocap and the Customer, Axiocap may carry out Maintenance operations and Updates to the Solution, it being specified in this respect that Axiocap guarantees that Updates to the Solution will not result in any permanent regression of the services offered in terms of performance and/or security.
In the context of these maintenance and update operations, the availability of the Solution and the services to which it gives access may not be guaranteed for a time, which is accepted by the Customer and the Users.
ARTICLE 4.8: SUBCONTRACTING
It is expressly agreed that Axiocap may subcontract to any third party of its choice all or part of the services identified in the present article 4 and, more generally, in the present CGUV.
However, Axiocap shall remain solely liable to Customers and/or Users.
ARTICLE 5 : ORDER - PAYMENT
5.1 The Customer places his order online, in the dedicated area of the Site, using the dedicated form on the Site and in accordance with the stipulations of article 23 below "Right of Withdrawal".
In order for the Customer's order to be validated, the Customer must accept the present CGUV, this acceptance being materialized by a click of acceptance by the Customer of the CGUV in the specific block dedicated to this purpose on the Site or by the signature of the quote including them.
This acceptance by the Customer of the CGUV and the confirmation by the Customer of his order in the dedicated area of the Site gives rise to the sending to the Customer by Axiocap of an e-mail confirming the Customer's order.
Any order by the Customer in accordance with the above stipulations implies acceptance by the Customer of the services identified in the present CGUV (in particular their article 4 above) as well as of the prices identified in the present CGUV (in particular in their article 6 below).
In the event of non-payment and/or in the event of erroneous contact details concerning the Customer as appearing in his account and/or in the event of any other difficulties concerning in particular the Customer's account, Axiocap reserves the right to suspend the Customer's order until the resolution of this difficulty as notified to the Customer by Axiocap to the e-mail address specified by the Customer in his account.
For any question relating to the follow-up of an order, the Customer may contact Axiocap at the following e-mail address: contact@axiocap.com; Axiocap may also be contacted by the Customer for any question relating to his order as stipulated below in article 17 "Customer Service".
5.2 Customer payments are made by SEPA direct debit.
The GoCardless solution is used to enable SEPA direct debits.
When paying online for additional features, theCustomer indicates the name of the credit card holder, the credit card number, the expiration date of the credit card and the three-digit security code on the back of the credit card. By proceeding with the payment, the Customer declares and guarantees that he/she is authorized to use this bank card to make the payment.
Online payment is secure and is made via the online payment solution "STRIPE(stripe.com/en)" for all electronic payment services by credit card and direct debit in euros.
GoCardless terms of use are available at https://gocardless.com/fr-fr/legal/conditions-dutilisation-du-site-internet/.
The special terms and conditions for the use of Stripe services are available at www.stripe.com/fr/checkout/legal.
ARTICLE 6: PRICING CONDITIONS
ARTICLE 6.1 : BASIC RATES
The right to use the Solution and the services to which the Solution gives access is granted in return for payment by the Customer of the applicable price, details of which can be consulted on the Site, in the quotations sent and/or in any contractual negotiations between Axiocap and the Customer.
The prices of the various services are indicated in "euros" and "exclusive of tax" on the price details page available on the Site at this address: https: //www.axiocap.com/tarifs
The Customer can integrate one or more companies into the Solution independently, as long as he pays a subscription fee in advance according to the rates available on the Site, which are conditional on the choice of one or more modules:
- Securities module: By subscribing to this module, customers can edit securities registers and manage their securities.
- Mandatory registers module: By subscribing to this module, customers can edit all types of mandatory registers (deliberation and decision registers, corporate registers, etc.).
- Online meetings module: By subscribing to this module, the customer can carry out all types of meetings online (dematerialized invitations and minutes, online voting).
The Customer is free to choose the module(s) that meet(s) his needs.
The subscription price is payable by the customer on a monthly or annual basis, depending on the volume of Modules subscribed.
All Company additions will be invoiced. In fact, the addition of "empty" companies to the Solution, i.e. without any module attached or any register created, will be subject to a fee. Likewise, the archiving of companies for a given or indefinite period will be subject to a fee. Only the total and definitive deletion of a Company will entail the end of its pricing.
In addition, any company added during the first year will be invoiced on the basis of the modules initially subscribed, and any company added during the year will be invoiced for at least one module if no module has been chosen by the customer (for example, in the case of an "empty" company).
If the volume of Companies ordered by the customer is not reached, it will not be automatically carried over to the next contract period and will be definitively lost.
In the event that, on an exceptional basis, Axiocap and the Customer negotiate preferential rates that differ from those set out above, agreed in a quotation signed by the Customer, the said preferential rates will be applied. Axiocap reserves the right to propose promotional offers to the Customer that may differ from the above-mentioned pricing policy.
As stipulated in article 2 above, Axiocap reserves the right to modify the present CGUV, including the tariffs identified above, subject to informing the Customers individually, it being specified that this tariff modification is then applicable to the Customer one (1) month after the information given to the Customer. In the event that the Customer refuses this modification of the CGUV and/or the rates, the Customer will then be entitled to terminate the contractual relationship with Axiocap upon notification by Axiocap of the modifications to the CGUV and/or the rates, subject to compliance with a notice period of one (1) month, said notice period being sent by email to the following address: contact@axiocap.com or by registered letter with acknowledgement of receipt.
It is also reminded that, in the event of specific requests from the Customer, and after agreement between the Customer and Axiocap, it may, depending on the Customer's requests, be agreed between the Customer and Axiocap that Axiocap will receive additional remuneration for the performance of additional services requested by the Customer.
ARTICLE 6.2: FEES FOR ELECTRONIC SIGNATURES
Services relating to the electronic signature service (identified in article 4.1.2.4 above) are subject to a differential and degressive rate depending on the number of electronic signatures chosen. In this respect, several credit packs are offered, a credit being understood as one electronic signature.
Prices for this service are indicated in "euros" and "exclusive of tax" on the price details page available on the Site at this address: https: //www.axiocap.com/tarifs
ARTICLE 6.3 : RATES APPLICABLE TO DATA MIGRATION
Axiocap may migrate the Customer's historical data and social or securities movement registers to the Axiocap platform at the Customer's request, depending on the Customer's requirements, and after agreement between the Customer and Axiocap on the services to be provided in this respect and on the price of such services.
Prices for this service are indicated in "euros" and "exclusive of tax" on the price details page available on the Site at this address: https: //www.axiocap.com/tarifs
The number of hours corresponding to this service is subject to prior agreement between Axiocap and the Customer.
In any case, such services can only be implemented after agreement on the services and price between Axiocap and the Customer.
SECTION 6.4: DATA STORAGE FEES
The Customer can choose between the two following options dedicated to storage and identified below:
- Customized storage: Data is stored in an eDocSafe digital safe in an Orange sovereign cloud, secured and certified to CCFN standards, with time stamping and archiving of each entry;
- Unlimited, free, all-inclusive storage: Data is stored in a secure, sovereign OVH cloud, certified to ISO/IEC27001, 27701 and HDS standards, in the "safe" space on the solution.
The prices of these various services are indicated in "euros" and "exclusive of tax" on the price details page available on the Site at this address: https: //www.axiocap.com/tarifs
The above storage volumes apply to all documents stored in the digital safe.
It is specified that the above-mentioned technologies and/or the above-mentioned service providers can evolve during the course of the contractual relationship with the Customer, according to the legislative and regulatory evolutions and according to the IT and technological evolutions, which is expressly accepted by the Customer and the Users.
ARTICLE 6.5 : RATES APPLICABLE TO PERSONALIZED SUPPORT - TRAINING
The Customer may also request personalized support from Axiocap. These services are not part of the Anomaly(s) resolution assistance and are invoiced at the current rate, which can be consulted at the following web address: https: //www.axiocap.com/tarifs
It is agreed that these services imply a prior agreement between Axiocap and the Customer, and that any services in this respect can only be implemented after agreement on the services and their price.
ARTICLE 6.6: RATES APPLICABLE TO DATA REVERSIBILITY
In the event of termination of the contractual relationship between Axiocap and the Customer at the Customer's initiative or as a result of any fault on the part of Axiocap, the implementation of reversibility and the transfer of Data (as stipulated in article 9 below) will be included in the price of the Solution and Services, within the limit of the provision of a commercially reasonable collaboration. Beyond such collaboration, or if the Customer wishes to export Data not included in the generated export (as stipulated in article 9 below), reversibility will be at the Customer's expense, and will give rise to a quotation.
ARTICLE 6.7: TARIFFS FOR ELECTRONIC MAIL AND REGISTERED LETTERS
ERE and LRE shipments are invoiced at the current rate, which can be consulted at the following web address: https: //www.axiocap.com/modules-envoi-convocations
In addition, for the configuration of the AR24 account required to send LREs, the customer will be billed a flat-rate fee of six euros and five cents excluding VAT (€6.05 excluding VAT) for sending the registered mail required to identify the sender.
ARTICLE7: OBLIGATIONS OF THE PARTIES
ARTICLE 7.1: AXIOCAP'S OBLIGATIONS
Axiocap undertakes to make the Solution available to the Customer in such a way that the Customer and/or the User can benefit from the services to which the Solution gives access and as identified in article 4 above.
In this context, Axiocap undertakes to comply with the standards and requirements identified in the said article 4 and in the present CGUV.
ARTICLE 7.2: OBLIGATIONS OF THE CLIENT AND USERS
7.2.1 Payment obligations
In return for the provision of the Solution and the services to which the Solution gives access, the Customer undertakes to pay Axiocap the agreed price in accordance with the stipulations of article 6 above.
In the event of late payment in relation to the contractual deadline, the Customer shall be liable to pay interest on arrears from the day following the due date of payment until the day of payment.
The interest rate for late payment interest will be equal to three (3) times the legal interest rate applicable in France on the date of issue of the invoice; it will be applied to the amount of the invoice including VAT and will be calculated pro rata to the number of days payment is overdue.
No reminder or notice of default is required for late payment penalties to accrue.
Failure to pay or late payment for more than 15 (fifteen) days may result in suspension of services and access by the Customer to the Solution.
Concerning any professional, in addition to the interests of delay, any sum not paid at its due date will produce by right the payment of a fixed allowance of 40 euros due to the expenses of recovery (article D441-5 of the Code of Commerce).
7.2.2 Obligations to have the appropriate computer configuration
The Customer ensures that the Solution is suited to its needs and also ensures that it has the appropriate computer configuration to enable it to access the Solution, in particular with regard to hardware, software, networks, terminals, connections and cabling.
All costs related to accessing the Site such as hardware, software or Internet access costs are exclusively the responsibility of the Customer and the User who remain solely responsible for the proper functioning of their computer equipment, as well as their Internet access.
7.2.3 Obligations of the Customer and the User with respect to the use of the Solution and the services to which the Solution gives access
7.2.3.1 Obligations to hold corporate powers or authorizations or powers to act on a company via the Solution
By using the Solution, the Client and/or Users certify(s) that they have the necessary powers and authorizations or authority, in particular from the representatives and/or agents of the company concerned by the operations to be carried out via the Solution.
The Client and/or the User are thus duly informed that they are liable if they carry out operations in the name of a company for which they do not have the required authorizations or for which they are not the corporate officers authorized to carry out such operations.
The Customer and/or the User shall indemnify and hold Axiocap harmless from and against any action or claim brought by any person against Axiocap arising out of a breach by the Customer or a User of the provisions of this Article.
7.2.3.2 Obligations regarding the use of Data and documents
The Client and/or the User undertake to use the Solution only with the Data and legal or juridical documents that are intended to be processed via the Solution, i.e. the legal registers, the register of securities movements and the documents relating to the social deliberations of the company concerned. In addition, the Client and/or the User undertake to use the dedicated areas of the Site concerning each of these elements (for example, the securities movement register must be processed in the dedicated area of the Site using the technology dedicated to the handling of the securities movement register).
The Client and/or the User expressly forbid themselves to use the Solution for documents other than those mentioned above.
The Customer and/or the User furthermore undertake to enter and transmit the Data and/or documents in a rigorous manner, respecting the specified formats, methods and frequencies of transmission.
The Client and/or the User must ensure the accuracy and completeness of the Data and/or documents transmitted. They are solely responsible for the quality, legality and relevance of the Data and/or documents they transmit.
The Customer and/or User undertake to check the information they enter in the Solution before validating any Transaction or operation. Axiocap shall not be held liable in the event of the entry of erroneous information or information that does not correspond to the reality of the company(ies) owned or operated by the Customer and/or User.
Axiocap may mention on the Site that it has a business relationship with the Customer, which the Customer expressly acknowledges and accepts. Should the Customer wish to keep this commercial relationship secret and confidential, the Customer undertakes to send his refusal as soon as possible to the following e-mail address: contact@axiocap.com
7.2.3.3 Obligation to comply with legal, regulatory, administrative, statutory and extra-statutory obligations concerning companies operating via the Solution
It is expressly agreed that the Solution and the services constitute only technical tools allowing the Customer and/or the User to technically instrument the legal registers, registers of movements of securities or the dematerialization of its general meetings and other social deliberations.
In this respect, the Solution does not in any way provide legal advice concerning the administration and/or keeping of the above-mentioned registers or concerning the holding and administration of general meetings and other corporate proceedings.
It is the responsibility of the Customer and the User to:
(i) to comply with all legal, regulatory, statutory and extra-statutory administrative obligations concerning each of the companies in respect of which the Solution (and the services to which it provides access) is applied;
(ii) to verify that the services to which the Solution gives access can be applied to the company on which they operate via the Solution, and this with regard to the legal, regulatory, administrative and statutory provisions of the company concerned.
Thus, by way of example, and without this being exhaustive concerning the aforementioned obligations of the Customer and/or the User, the latter are informed of the following elements: (i) concerning the electronic convening of the deliberative bodies of companies (general meeting of partners or shareholders, holding of the board of directors or the supervisory board or the management board): the Client and/or User must ensure that the legal provisions applicable to the corporate form of the company concerned and/or the statutory and/or extra-statutory stipulations of the company concerned allow such electronic convening (ii) concerning electronic voting the Client and/or User must ensure that the statutory and/or extra-statutory stipulations of the company concerned allow such electronic voting.
Indeed, and in particular the various legal and/or regulatory provisions applicable to the various corporate forms with regard to electronic general meetings (electronic convening, online voting) do not make it possible to guarantee the suitability of the Solution to the Customer's needs and, in any event, and more generally, Axiocap does not guarantee the adaptation of the services to which the Solution gives access to the specific needs of the Customer, who remains solely responsible for the choice of software use.
7.2.3.4 Recognition of the purely indicative nature of simulators and dashboards
Concerning the various simulators and dashboards accessible via the Site (in particular those identified 4.1.2.7 above), it is agreed between the Customer and Axiocap that these simulators are purely indicative and contain raw information that the Customer and/or User must refine according to their own personal situation or the personal situation of the person to whom the simulator is applied.
For example, concerning the dividend simulator, it is up to the Client and/or the User to restate the information according to the tax system applicable to the person receiving the said dividend (e.g. application of the IFU for an individual or a different tax system applicable to a legal entity that is an associate or shareholder of the company concerned).
Therefore, it is the responsibility of the Client and/or the User to obtain all the tax and/or social and/or legal and/or regulatory and/or administrative information required and, if necessary, to be assisted by any legal and/or accounting professional in the interpretation of the aforementioned raw information and/or in his decisions.
7.2.3.5 Obligations for personal use of the Solution - obligations regarding access to the Solution and use of identifiers - agreement on proof
7.2.3.5.1 Users alone have the right to access the Solution.
As Axiocap grants the Customer a personal and non-exclusive right to use the Solution, the Customer undertakes to allow access to and use of the Solution only to authorized Users.
7.2.3.5.2 Access to the Site and the Solution is made from the Users' computers, whether mobile or fixed, using the Login IDs. Users are identified by means of an Identifier and a password, created by the Customer following the initial provisional allocation of a password by Axiocap, it being specified that this password must be changed by Users after their first connection.
Identifiers are intended to restrict access to the Solution to Users, to protect the integrity and availability of the Solution, as well as the integrity, availability and confidentiality of Customer and/or User Data. Identifiers are personal and confidential. They may only be changed at the Customer's request or at Axiocap's initiative, subject to prior notice to Users.
The Customer and Users shall do everything in their power to keep their Identifiers secret and not to divulge them in any form whatsoever. The Customer is entirely responsible for the use of Identifiers by Users, just as he is responsible for the security of individual workstations accessing the Solution. In the event that the Customer or User becomes aware that someone other than an authorized person is accessing the Solution, the Customer and/or User concerned will inform Axiocap without delay. In the event of loss or theft of one of the Identifiers, the Customer will immediately inform Axiocap of the procedure to be followed to recover the Identifiers. Axiocap may not be held liable in the event of fraudulent use of the Solution linked to the loss or theft of a User's Identifiers.
The Customer and Users attest and certify that they are aware that in the event of inactivity of their account for a period equal to or greater than three (3) years, their account and Data will be automatically deleted, after reminder and prior information from Axiocap.
Account inactivity is defined as the Customer's failure to meet his payment obligation and, cumulatively, the absence of connection by a User or Customer of the account concerned via their Identifiers. As Axiocap provides a service of probative registers, which must be kept for several years, account inactivity does not apply when the Customer is in compliance with his payment obligation.
It is agreed between the Customer and the User, on the one hand, and Axiocap, on the other hand, that the automatic recording systems used by the Solution are considered as proof of (i) the use of the Identifiers and password as well as the dates and times of such use (ii) the nature, substance, date and time of the Data recorded by the Users using the Application Services (iii) and, more generally, all information exchanged using the services to which the Solution provides access, substance, date and time of the Data recorded by Users through the Application Services (iii) and, more generally, of all information exchanged through the services to which the Solution provides access.
ARTICLE 8: DURATION OF THE PARTIES' COMMITMENT
The duration of the contractual relationship between the Customer and Axiocap begins with the order and is for one (1) year, renewable by tacit agreement.
Either Party may terminate its commitment to the other Party at the end of each one (1) year period, subject to 2 (two) months' notice prior to the end of each contractual period.
However, in the event that the Customer pays for his subscription on a monthly basis, as specified in article 6.1 above, the duration of the contractual relationship between this Customer and Axiocap begins as from the order and is for one (1) month renewable by tacit agreement, each Party being able to terminate its commitment to the other Party at the end of each contractual period.
Such termination may be effected by e-mail by either of the Parties, Axiocap writing to the Customer at the Customer's e-mail address as indicated in his account and the Customer writing to Axiocap at the following e-mail address: contact@axiocap.com
ARTICLE 9: REVERSIBILITY AND RETURN OF DATA
The Customer is and remains the owner of all its Data.
At any time, and at the latest upon termination of the contractual relationship (for any reason whatsoever) between the Customer and Axiocap, the latter undertakes to ensure that the Customer or any third party mandated by the Customer (hereinafter referred to as the "Recipient") is able to retrieve the Customer's Data in its entirety, in usable PDF format for documents integrated into the Solution, and in SQL format for raw data, within a maximum of twenty (20) working days from the Customer's request and/or the end of the contractual relationship.
The reversibility request must be made by the Customer to Axiocap as follows: by e-mail to contact@axiocap.com
Upon confirmation by the Customer of the legibility and quality of the Data returned, Axiocap will destroy and ensure the destruction of all copies of said Data, including back-up copies. This destruction must take place no later than six (6) months from the end of the contractual relationship. Axiocap will then send the Customer a written attestation of the destruction of the Data, in which it guarantees that it has carried out this destruction and has not retained any copies. It is specified that the Data destroyed do not include those necessary to establish proof of share movements, nor those necessary to establish legal and opposable proof of the minutes of meetings and deliberations, and their registers.
The User's cryptographic hash, and in general all Data recorded on the DEEP, will remain on the DEEP irreversibly. The entries made in this recording device are subject to an updated business continuity plan, including an external device for periodic data storage. Consequently, the Customer will have the option of recovering his registers in PDF or CSV format in order to give them an evidential form that takes over from the Solution supplied by Axiocap in the form of paper registers or DEEP registers.
ARTICLE 10: EARLY TERMINATION OF THE CONTRACTUAL RELATIONSHIP
In the event of a breach by one of the Parties of its obligations under these CGUV (or under the contract in the event that a contract is specifically concluded), the contractual relationship between Axiocap and the Customer may be terminated by the Party suffering the breach of obligation after formal notice has remained unsuccessful for a period of thirty (30) days.
ARTICLE 11: NON-WAIVER
The fact that one of the Parties does not take advantage of a breach by the other Party of any of the obligations under the CGUV (and/or the contract in the case where a contract is concluded in addition to the adoption of the present CGUV) cannot be interpreted, for the future, as a renunciation of the obligation in question.
ARTICLE 12: LIABILITY - LIMITATION OF LIABILITY
Each Party shall be liable for the consequences resulting from its own faults, errors or omissions, as well as from the faults, errors or omissions of its subcontractors, if any, causing direct damage to the other Party.
In the event of Axiocap's fault being proven by the Customer and/or the User, Axiocap will only be liable for the financial consequences of direct and foreseeable damage resulting directly from this fault, exclusively in connection with the use of the Solution.
In the event of Axiocap's fault being proven by the Customer and/or the User, the amount of Axiocap's liability will be strictly limited to the reimbursement of the sums actually paid by the Customer to Axiocap, on the date of occurrence of the event giving rise to liability, within the strict limits of the insurance policy taken out and the risks covered thereby.
Under no circumstances shall Axiocap be liable for any indirect or unforeseeable loss or damage suffered by the Customer, third parties or Users.
Furthermore, Axiocap shall not be held liable for the accidental or wilful destruction of Data by the Customer or by a User or by a third party having accessed the solution by means of the Identifiers given to the Customer or the User.
Furthermore, Axiocap cannot be held liable for the actions of third parties.
ARTICLE 13: FORCE MAJEURE
Axiocap shall in no event be liable for any damages in the event of injury caused by an interruption or reduction in service by the Customer's telecommunications operator and/or electricity supplier or, more generally, in the event of force majeure.
Are considered as force majeure any event or circumstance meeting the definition of force majeure provided in Article 1218 of the Civil Code, namely all facts or circumstances irresistible, external to the parties, unforeseeable, unavoidable, independent of the will of the Parties and which could not be prevented by the latter, despite all efforts reasonably possible.
The Party invoking the circumstances of force majeure referred to above shall immediately notify the other Party of their occurrence, as well as of their disappearance.
Neither party shall be liable for any breach of its obligations under the contractual relationship if such breach results from a government decision, including any withdrawal or suspension of authorizations of any kind, a sudden change in law or regulation, a total or partial strike, external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or blockage of telecommunications or electrical networks, or more generally any other event of force majeure with the characteristics defined by the jurisprudence.
In the event of such a case of force majeure, the performance of this contractual relationship shall be suspended until the case of force majeure disappears, is extinguished or ceases. The contractual deadlines provided for herein shall be automatically postponed according to the duration of the case of force majeure.
However, if the case of force majeure lasts more than fifteen (15) working days, each of the parties shall have the right to terminate the present contractual relationship by operation of law, without any compensation being due by either of the parties.
ARTICLE 14: INSURANCE
Axiocap has taken out the necessary insurance to cover the risks associated with its business activities.
ARTICLE 15: CONFIDENTIALITY
Each Party undertakes to take all necessary measures to keep confidential and not to disclose, in France and throughout the world, directly or indirectly, any confidential information communicated to it by the other Party during the course of the contractual relationship between the Customer and Axiocap, and in particular not to disclose such Confidential Information to any third party whatsoever, other than its employees or agents or those of its Third Party Service Providers who need to know such information (it being specified that nothing in this clause prohibits a Party from referring to its contractual relationship with the other Party and to the terms and conditions of such contractual relationship for the purpose of enforcing its rights under such contractual relationship).
The Customer unreservedly accepts that Axiocap's support and technical services may access the Customer's data in order to resolve the Anomaly. All Axiocap employees are bound by an obligation of confidentiality.
The Parties agree to use such Confidential Information only for the purpose of performing their contractual relationship.
The Parties further undertake to ensure compliance with these provisions by their staff, and by any employee or third party who may be involved in any capacity whatsoever in the performance of the contractual relationship between the Customer and Axiocap.
The obligation of confidentiality shall continue for the duration of the contractual relationship between the Customer and Axiocap and for three (3) years after its termination for any reason whatsoever.
ARTICLE 16 - PERSONAL DATA
The information provided to the User and Customer in respect of their personal data can be accessed here : Consult the information provided to the Customer and the User in respect of their personal data [ED1] (Regulation EU2016/679 of April 27 (RGPD) and law n°78-17 of January 6, 1978).
The latter are also part of the present CGUV.
Axiocap also states that it has appointed a Data Protection Officer (DPO) with the CNIL: DIPEEO, a société par actions simplifiée (simplified joint stock company), registered in the Bobigny Trade and Companies Register under number 897 692 315, with its registered office at 95 avenue du Président Wilson, Montreuil, France.
If you have any questions about your Personal Data, please send a request as soon as possible to the following address: AXIOCAP SAS, 143 Rue Albert Viger, 34070 Montpellier (indicating "Vie Privée - Protection des Données") or by email to dpo@axiocap.com
In this respect, requests from Customers and Users concerning personal data can be addressed to the above-mentioned contact details.
ARTICLE 17: CUSTOMER SERVICE
For any information or questions, Axiocap customer service can be reached by e-mail at support@axiocap.com, or by post at Support Axiocap, 143 Rue Albert Viger, 34070 Montpellier.
ARTICLE 18 - PROCESSING OF COMPLAINTS - MEDIATION
18.1 For all complaints, the User and/or the Customer may contact the customer relations department at the address and phone number identified in article 17 above.
18.2 The Consumer Customer may have recourse to the mediation service for consumer disputes relating to an order placed with Axiocap. In accordance with the rules applicable to mediation, any consumer dispute must be submitted in advance in writing to Axiocap using the contact details identified in article 17 above.
After the Consumer Customer has first contacted Axiocap in writing, the Mediation Service may be contacted for any consumer dispute which has not been settled.
18.3 Online Dispute Resolution Platform:
In accordance with Article 14 of Regulation (EU) No. 524/2013, the European Commission has set up an Online Dispute Resolution platform, facilitating the independent out-of-court settlement of online disputes between consumers and professionals in the European Union.
This platform can be accessed at the following link: https: //webgate.ec.europa.eu/odr/
18.4 In any event, the Consumer Customer may also contact the customer relations department using the contact details identified in article 6 above in order to resolve any difficulties he may encounter in using the Services and to deal with any complaints or grievances he may have concerning the Services.
ARTICLE 19: INTELLECTUAL PROPERTY
Axiocap is and remains the owner of the intellectual property rights relating to any element of the Solution made available to the Customer and Users and, more generally, to the IT infrastructure (software and hardware) implemented or developed as part of the Solution.
The CGUV (and/or the contract if there is one) do not confer on the Customer any property right on the Solution. The temporary provision of the Solution under the conditions provided for in the CGUVs (and/or the contract in the event of recourse to a contract) cannot be analyzed as the assignment or transfer of any intellectual property right to the benefit of the Client and/or Users.
The Customer and/or User undertakes not to infringe, directly or indirectly through third parties, the intellectual property rights of Axiocap and shall refrain from reproducing any element of the Solution, or any documentation concerning it, by any means whatsoever, in any form whatsoever and on any medium whatsoever. In this respect, the Customer shall maintain in good condition all indications of ownership and/or copyright which may appear on the elements making up the software.
Likewise, the Customer and/or the User acknowledge and accept that the content of the Axiocap Internet Site and in particular but not exclusively the texts, photographs, videos, software and programs, sounds, music, layout, graphic charter, design or any other information or support presented by Axiocap or its advertisers are protected by their copyright, trademark, patent and any other intellectual or industrial property right recognized to them according to the laws in force.
ARTICLE 20: AUTONOMY OF STIPULATIONS
In the event that any of the clauses of the present CGUV are declared contrary to the law or in any way unenforceable, this clause will be declared null and void, without resulting in the nullity of the entire present CGUV.
The Parties shall use their best efforts to implement a provision of equivalent scope and effect.
ARTICLE 21: MUTUAL INDEPENDENCE
The Parties are and shall remain independent of each other, each Party assuming sole risk for its own operations.
ARTICLE 22: ASSIGNMENT OF CONTRACT
Pursuant to Article 1216 of the French Civil Code, Axiocap reserves the right to transfer this Agreement to any of its Affiliated Entities, after giving written notice to the Customer. The Customer hereby accepts this transfer without reservation.
ARTICLE 23: RIGHT OF WITHDRAWAL
23.1 The Consumer Customer may, if he so wishes, and as part of the user path relating to the order of the Services, request that performance of the Services begin before the end of the 14 (fourteen) day withdrawal period referred to in article L. 221-18 of the French Consumer Code. In such a case, the Consumer Customer's request will be collected as part of the user path relating to the Services order, and the Consumer Customer will be informed that if he/she exercises his/her right of withdrawal before the expiry of the aforementioned withdrawal period, this amount will be calculated proportionally to the total price of the Services and prorata temporis, according to the time elapsed between the order of the Services and the exercise of the right of withdrawal.
23.2 In the event that the Consumer Customer wishes performance of the Services to begin before the end of the 14 (fourteen) day withdrawal period referred to in article L. 221-18 of the French Consumer Code, the latter shall benefit (in accordance with the terms and conditions identified in article 23.1 above relating in particular to the request for payment which may be made to the latter in respect of the Service provided until the decision to withdraw is communicated) of a right of withdrawal of 14 (fourteen) days from the date of his order, in accordance with the provisions of article L 221-18 of the French Consumer Code.
In this respect, the Consumer Customer may exercise his right of withdrawal by any means (for example by post or e-mail) expressing his wish to withdraw and mentioning the order concerned by his withdrawal, by sending this withdrawal request to the following e-mail address:[support@axiocap.com] or to the contact details identified in article 17 above.
The withdrawal form that can be used to exercise this right of withdrawal is the following:
For the attention of Axiocap:
I hereby notify you of my withdrawal from the contract for the following services:
Order made on ___________________
Order number or references : _______________________
Name of the consumer or professional for whom the subscription of the present contractual relationship does not fall within the scope of the main activity of the said professional and whose number of employees employed by the latter is less than or equal to five: __________________
Address of the consumer or professional for whom the subscription of the present contractual relationship does not fall within the scope of the main activity of the said professional and whose number of employees employed by the latter is less than or equal to five: __________________
Signature (only if notifying this form on paper) :
Date: ________________
As the Services are delivered in digital format, the Consumer Customer does not have to return any elements to Axiocap following the exercise of his right of withdrawal.
ARTICLE 24: DELIVERY
The services to which the Solution gives access do not involve physical delivery.
However, for good form, in the case where these services would imply a delivery, it is stipulated that this one could not then, with respect to the Consumer Customers, exceed 30 (thirty) days as from the order.
For the good form, it is also specified that, in case of delay of this delivery, in accordance with the legal provisions in force, the Consumer Customer can ask for the resolution of his purchase in the conditions and modalities defined in the article L216-2 of the Code of the consumption being specified that if the Consumer Customer received the above-mentioned product after his cancellation, it is proceeded to the refund of the aforementioned product and of the expenses of delivery, in accordance with the provisions of the article L216-3 of the Code of the consumption.
ARTICLE 25: LEGAL GUARANTEES
25.1 In accordance with the legal provisions in force, Axiocap is liable to Consumer Customers for any defects in conformity in the goods purchased for a period of 2 (two) years from the date of purchase.
Under the legal warranty of conformity, the buyer of a good who is a Consumer Customer (i) has a period of 2 (two) years from delivery of the good to take action against the seller (ii) may choose between repair or replacement of the good, subject to the cost conditions set out in Article L. 217-9 of the French Consumer Code (iii) is exempt from proving the existence of the lack of conformity of the good during this period.
It is reminded that the buyer of a good can decide to implement the guarantee against hidden defects of the thing sold within the meaning of Article 1641 of the Civil Code and that, in this case, he can choose between the resolution of the sale or a reduction of the sale price in accordance with Article 1644 of the Civil Code.
This warranty entitles the purchaser of the good or product to have it repaired or exchanged free of charge, subject to the cost conditions stipulated by law. Failing this, if the repair or exchange is impossible or has not been carried out within one month, Axiocap will reimburse the purchaser for the price of the good or product.
The purchaser of the good or product may invoke the warranty against hidden defects within two years of the discovery of the defect. It is then up to the buyer of the good or product to prove that the defect existed at the time of purchase, that it was hidden and that it renders the product unusable.
25.2 To ensure that the Consumer Customer is properly informed, under the terms of these GCUVs, the Consumer Customer is informed of the following legal provisions:
Article L. 217-4 of the French Consumer Code: "The seller delivers goods that conform to the contract and is responsible for any defects in conformity that exist at the time of delivery. He is also responsible for defects in conformity resulting from the packaging, the assembly instructions or the installation when the latter was made his responsibility by the contract or was carried out under his responsibility".
Article L. 217-5 Code de la consommation : " The good is in conformity with the contract :
1° If it is suitable for the use usually expected of a similar good and, if necessary :
- if it corresponds to the description given by the seller and has the qualities that the latter has presented to the buyer in the form of a sample or model;
- if it has the qualities that a buyer can legitimately expect in view of the public statements made by the seller, by the producer or by his representative, in particular in advertising or labelling;
2° Or if it has the characteristics defined by mutual agreement between the parties or is fit for any special purpose sought by the buyer, brought to the attention of the seller and that the latter has accepted.
Article L217-12 Code de la consommation : " The action resulting from the defect of conformity is prescribed by two years as from the delivery of the good ".
Article L. 217-16 Code de la Consommation: "When the buyer asks the seller, during the course of the commercial guarantee which was granted to him at the time of the acquisition or the repair of a movable good, a repair covered by the guarantee, any period of immobilization of at least seven days is added to the duration of the guarantee which remained to run.
This period shall run from the date of the buyer's request for intervention or from the time the item in question is made available for repair, if this is after the request for intervention.
In addition, Customers are also informed of the following legal provisions, without prejudice to the stipulations of Article 12 "Liability - Limitation of liability" above.
Article 1641 of the Civil Code: "The seller is bound by the warranty for hidden defects of the thing sold which make it unfit for the purpose for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would only have given a lesser price, if he had known about them.
Article 1648 paragraph 1 of the Civil Code: "The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect.
For the same purposes of good information, the present document identifies the provisions of the Civil Code relating to the law of obligations and civil liability applicable to the contractual relationship, via the display of a hypertext link identifying the provisions of the Civil Code relating to the effects of the contract being accessible here (articles 1193 to 1231-7 of the Civil Code) and, identifying , the provisions relating to civil liability applicable to the contractual relationship (contractual non-performance) accessible here (articles 1217 to 1231-7 of the Civil Code).
ARTICLE 26: APPLICABLE LAW - JURISDICTION
The CGUV are subject to French law.
The Parties agree to submit any dispute relating to the validity, interpretation, performance and/or termination of the Contract to the exclusive jurisdiction of the Courts of Montpellier.
APPENDIX 1: AGREEMENT ON THE PROCESSING OF PERSONAL DATA WHEN USING AXIOCAP
The present appendix forms an integral part of the General Conditions of Use accepted by the Customer of the Axiocap Solution. It concerns the processing of personal data by the Customer when using the Axiocap tool.
If the Customer has access to the Solution through a reseller/distributor, the latter may act as an intermediary between the Customer and the Publisher, in particular when transmitting Users' data in order to open an account on the Solution.
Definitions
Capitalized terms in the Schedule have the meanings set out below:
Customer: refers to any individual or professional entity, who orders the services offered by Axiocap as identified in the GCU and enters, as such, into a contractual relationship with Axiocap. In the event that a Customer wishes to allow its own customers to benefit from the Solution, only the Customer will be considered to be engaged in a contractual relationship with Axiocap. The Customer's customers will remain third parties to this relationship.
Personal data: means any data relating to an identified or identifiable natural person.
Publisher: Refers to the person responsible for publishing the Solution, in this case Axiocap.
Data Subjects: means the persons whose personal data are processed by the Publisher on behalf of the Customer.
Data controller: means the person who determines the purposes and means of the processing. In this case, the User.
RGPD: refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016.
Subcontractor: refers to the person who processes Personal Data on behalf of the Data Controller. In the present document, Axiocap acts as processor.
User: means the person who uses the Solution and the services to which the Solution gives access and who is a natural person, employee or agent of the Customer or is a service provider with whom the Customer is under contract, and who, in any event, is authorized by the Customer to access the Solution on its behalf.
Other terms beginning with a capital letter have the meaning given to them in the "Definitions" section of the main body of the GCU.
Obligations of the Customer
In addition to the obligations arising from the following articles, where applicable, the Customer undertakes to :
● Determine the purposes and means relating to the processing of Personal Data outsourced to the Publisher;
● Have a legal basis enabling it to implement the various processing operations entrusted to the Publisher as a subcontractor;
● Take appropriate measures to provide Data Subjects with any information referred to in Articles 13 and 14 of the RGPD. The Customer is responsible for informing all Users with an account on Axiocap;
● Take all appropriate measures to facilitate the exercise of the rights conferred on Data Subjects under Articles 15 to 22 of the RGPD ;
● Implement appropriate technical and organizational measures to guarantee a level of security for Personal Data appropriate to the risk;
● In general, comply with the regulations applicable to the processing of Personal Data.
Obligations of the Publisher
In addition to the obligations arising from the following articles, the Publisher undertakes to:
● Process the Personal Data concerned solely on behalf of the Customer ;
● Process such Personal Data only upon documented instruction from the Customer and in accordance with such instructions. Any use of Axiocap in accordance with its purpose and its GTC is considered an instruction;
● Ensure that the Publisher's employees and/or service providers authorized to process such Personal Data are subject to a legal or contractual obligation of confidentiality;
● In general, comply with the regulations applicable to the processing of Personal Data.
Description of the Processing entrusted by the Customer to the Editor
The Customer entrusts the Publisher with the processing of Personal Data using the Axiocap tool, as well as with the hosting of such Personal Data.
The treatments or operations of treatments entrusted are thus :
- processing in line with Axiocap functionalities: management of the register of movements, online meetings, management of electronic signatures, etc;
- possible consultation of Personal Data when Axiocap maintenance operations are necessary;
- the creation of agent and user accounts from data transmitted directly and/or via a third-party reseller;
- management of user and proxy accounts;
- the migration of Personal Data where applicable;
- the hosting of Personal Data processed using the Solution.
The Customer alone determines the purposes of the processing of Personal Data and the means of such processing.
The purposes are, unless supplemented by the Customer:
- management of the dematerialized share movement register ;
- management of invitations and mailings;
- management of voting rights and electronic voting ;
- electronic signature management.
Any other purpose must be specified by the Customer in writing.
The Customer is responsible for the processing of such Personal Data.
The Publisher is a subcontractor of the Customer for the above mentioned processing.
The processing carried out by the Publisher on behalf of the Customer is carried out as long as the Customer uses the Solution.
Description of the Personal Data processed
The Personal Data processed by the Editor on behalf of the Customer are those of the following Data Subjects:
- Users ;
- persons whose personal data are indicated in the documents generated by the Solution (AGM minutes, register of share movements, etc.).
The categories of Personal Data are identification data, marital status, contact data, information about the person's position in the company.
The Customer warrants to the Publisher that it will only collect Personal Data that is necessary for the processing it is carrying out and in compliance with the legal rules.
If, during the contractual relationship, the type of Personal Data whose processing is entrusted to a subcontractor changes, and falls under another specific regulation (sensitive data,...), the Customer must inform the Publisher. The taking into account of these specific regulations, if it is possible by the Editor, may lead to an additional billing. If the Publisher cannot meet the requirements of these regulations, the Contract may be terminated without payment of any compensation and without the Publisher's liability.
Subsequent subcontracting
The Customer expressly authorizes the Publisher to use subsequent subcontractors to carry out its mission.
The subcontractors on the day of acceptance of the present by the Customer are :
- OVH for data hosting ;
- Signaturit for electronic signatures ;
- AR24 for letters and electronic registered mail;
- EdocSafe for the digital safe ;
- GoCardless for SEPA direct debits ;
If the Publisher were to use or replace a subsequent subcontractor, it would inform the Customer by e-mail sent to the contact e-mail address provided by the Customer, who would have a period of thirty (30) days from the date of transmission of this information to raise any objections. If, despite the Customer's objections, the Publisher continues to use the services of a subsequent subcontractor, the Customer may terminate the contractual relationship within thirty (30) days of notification of the use of the subsequent subcontractor, by e-mail to the address contact@axiocap.com or by return post to the following postal address: 143 Rue Albert Viger, 34070 MONTPELLIER, subject to one (1) month's notice, and without the Publisher or the Customer being held liable or receiving any compensation.
The Publisher warrants that any subsequent subcontractor shall implement technical and organizational measures for the protection of Personal Information that are consistent with those implemented by the Publisher. The Publisher warrants that it will enter into an agreement with such subcontractor containing the same terms and conditions as those set forth in this Schedule. In the event that a subsequent subcontractor fails to fulfill its data protection obligations, the Publisher shall remain fully responsible to the Customer for the performance by the other subcontractor of its obligations.
Notification of Personal Data Breaches
The Publisher reminds the Customer that it is his responsibility, in the event of a breach of Personal Data, as the Data Controller, to make the notification to the supervisory authority and the communication to the Data Subjects required by Articles 33 and 34 of the GDPR.
The Publisher, as Subcontractor, undertakes to notify the Customer of any breach of the physical or logical security of its installations that may have an impact on Personal Data, and to take all necessary steps to remedy the situation. The Publisher shall keep the Customer informed of any such breach in accordance with the relevant legal or regulatory provisions or recommendations of the relevant personal data protection supervisory authorities.
The Editor will inform the Customer of the incident as soon as possible after its discovery in order to allow the Customer to fulfill its obligations towards the control authority and, if necessary, towards the Persons concerned.
Following the discovery of a violation of Personal Data, the Publisher will contact the Customer by e-mail, at the address communicated as the administrative contact or at the address of its DPO (the system used must generate proof of dispatch and receipt) as soon as possible.
Customer must provide accurate contact information and update it whenever changes are made.
The Publisher shall provide the Customer with all the information and documentation necessary to enable the Customer to decide whether to notify the supervisory authority and/or the relevant Persons. This documentation shall enable the Customer to know the nature of the breach, its likely consequences and the measures taken or to be taken to remedy it.
Assistance
The Publisher shall provide cooperation and assistance to the Customer, to the extent reasonably necessary, to enable the Customer to respond to requests to exercise the rights of Data Subjects.
The Publisher agrees to assist and help the Customer (excluding any legal assistance), if such assistance is required:
- being able to account for and demonstrate, throughout the duration of the Contract, all the measures and procedures for protecting the Personal Data concerned by the use of the Solution, and the compliance of these measures and procedures with legal requirements;
- by providing any useful documentation required for the impact analysis linked to the processing carried out;
- assisting the customer in carrying out an impact analysis, where applicable; it being specified that this would be a billable service;
- by assisting the Customer with requests for the exercise of rights transmitted by the Persons concerned;
- immediately notifying the Customer of any instruction that the Publisher considers to be a breach of the GDPR or any other provision of Union law or the law of the Member States relating to the protection of personal data.
Documentation / Audit
The Publisher provides the Customer, the data controller, with all the information required to demonstrate compliance with the obligations set out in this appendix and to enable audits to be carried out, provided that such audits are not abusive and do not destabilize the service provided by the Publisher. The audit may only concern the service provided by the Solution to the Customer, and under no circumstances any other Axiocap service.
The Publisher has a right of veto over the person in charge of the audit. The auditor will not have access to the contents, personal or non-personal data of other customers, nor to data covered by the business secret. The customer may not perform more than one audit per year. The costs of the audit are to be borne by the Customer. The audit report shall be sent to the Contractor upon completion and shall be subject to confidentiality. The Publisher will have thirty (30) days to comment on the report.
Shelf life
The Customer is responsible for the retention periods of the Personal Data and may delete or modify them at any time.
The Publisher will comply with the Customer's instructions concerning these periods. At the end of the Contract, the Personal Data processed by subcontractors will be deleted, and the Publisher will not keep any copy. As specified in the GCU, the Customer may request data reversibility at the end of the Contract.
Security measures
The Publisher implements technical and organizational measures appropriate to the type of Data processed and the risks, in accordance with Article 32 of the RGPD.
The security measures of the host can be transmitted to the Customer on request.
Responsibility
The Publisher may only be held liable in the event of direct damage caused by processing for which it has not complied with the obligations set out in the RGPD that are specifically incumbent on processors or for which it has acted outside or contrary to the Customer's lawful instructions.
The Publisher cannot be held liable for any indirect damage (loss of customers, loss of sales, etc.) or for any direct damage caused by the Customer himself, by a third party or by force majeure.
Transfer to a third country
The Personal Data processed by the Publisher on behalf of the Customer is not transferred to a third country.
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The current version of the CGUV is dated 23/02/2024.