General conditions of use and sale
Preamble
(A) AXIOCAP, a simplified joint stock company, with a capital of 194.66 euros, registered in the Montpellier Trade and Companies Register under number 853 941 474 and whose head office is located 143 Rue Albert Viger, 34070 MONTPELLIER, 34070 MONTPELLIER, in its capacity as a subsidiary majority owned by GIE INFOGREFFE (Civil Economic Interest Group), registered in the Créteil Trade and Companies Register under number 338 885 718 and whose head office is located at 5-7 Avenue de Paris, 5-7 Avenue de Paris, 94300 VINCENNES, offers and operates, in particular via the site www.axiocap.com (hereinafter the “Site”) a solution for dematerializing legal registers and general meetings of companies (hereinafter the “Solution”, the latter being more fully described below).
(B) The customer service, which can be reached by Customers (as this term is defined below) or by Users (as this term is defined below) is accessible at the following contact details (which are also referred to in article 17 below):
Physical address: Support Axiocap, 143 Rue Albert Viger, 34070 MONTPELLIER
Email: support@axiocap.com
(C) It is in the context of the marketing and operation of this Solution to Customers (as this term is defined below) as well as in the context of the use of the Site by Internet Users (as this term is defined below) that these Terms and Conditions are established which apply to Axiocap as well as to Customers, Users and Internet Users.
Article 1: definitions
For the interpretation of these CGUV, the following terms beginning with a capital letter, used indifferently in the singular or plural, will have the meaning assigned to them below unless the context explicitly indicates another meaning:
“Personalized support”: refers to any intervention carried out by Axiocap on the account of the Customer and at the request of the Customer, which is not part of the assistance in resolving an Anomaly.
“Anomaly”: refers to any incident, blocking, anomaly or failure of the Solution or the services to which the Solution provides access, but also any defect, non-compliance, insufficiency and/or degradation of the performance of the Solution or the services to which the Solution provides access, these anomalies may be 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 operation and/or the unavailability and/or inoperability of the Solution or the services to which the Solution gives access, in particular resulting in the impossibility of using one of the Essential Features of the Solution (blocking of the process without possible circumvention). A Blocking Anomaly that benefits from a Bypass is assimilated to a Major Anomaly.
“Major Anomaly”: refers to an Anomaly concerning an Essential Functionality that does not prevent the use of the Solution or the services to which the Solution provides access but makes the operation of the Solution difficult and under degraded conditions, a Major Anomaly which may in particular be an Anomaly that affects the conformity, integrity or confidentiality of the system that affects the conformity, integrity or confidentiality of the system or the data that it manages or restores erroneous data and/or affects the use of system functionalities on components other than ergonomics and/ or produces an erroneous functional result. It is recalled that a Blocking Anomaly that benefits from a Circumvention accepted by the Customer is considered to be a Major Anomaly.
“Minor Anomaly”: refers to (i) any Anomaly concerning an Essential Feature that allows the continued full exploitation of the Solution and the services to which it provides access 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 provides access in its minor components and/or any other Anomaly concerning an Essential Feature that does not fall within the categories of Blocking or Major Anomaly such as, for example, a Anomaly which, in particular, produces a degraded functioning of the Solution in terms of ergonomic, graphic or editorial aspects, referred to as “comfort” for the User, and/or which does not significantly affect the proper functioning of a feature (ii) and any Anomaly concerning a non-essential functionality of the Solution or the services to which it gives access.
“Customer”: Any natural or professional legal person, who orders the services offered by Axiocap as identified in these T&Cs and, as such, enters into a contractual relationship with Axiocap. In the event that a Customer wishes to make its own customers 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”: refers to any Customer (i) having the status of consumer within the meaning of the preliminary article of the Consumer Code, namely, as of the date hereof, any natural person who acts for purposes that do not fall within the scope of his commercial, industrial, artisanal, artisanal, artisanal, artisanal, commercial or agricultural activity (ii) and, pursuant to article L 221-3 of the Consumer Code, the professional concerning whom the contracting relationship was entered into organized by these CGUV does not fall within the scope of the main activity of said professional and whose number of employees employed by the latter is less than or equal to five.
“Account”: refers to the account created by the Customer, and 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.
“Circumvention”: refers to any procedure or solution, provided urgently by Axiocap, other than the effective and lasting correction of the cause of the Anomaly or the malfunction of the Solution observed and making it possible to obtain a degraded but acceptable functioning of the Solution functionally, technically, or ergonomically (this is a palliative and not a cure). A Workaround also involves the modification of database records by Axiocap if necessary. It provides a temporary and transitory solution, and must be corrected within the time limit set.
“Correction”: refers to a solution provided by Axiocap in order to remedy an Anomaly or a malfunction of the Solution.
“Availability”: refers to the fact that the functionalities of the Solution and the Data are accessible and usable by Users at the required time and with the performance defined in these T&Cs (and/or the contract in the event of recourse to a contract).
“Shared electronic recording device” or “DEEP”: refers to a transparent, and secure technology for storing and transmitting information. It is a database that contains the history of all exchanges made between its users since its creation.
“Data”: refers to the Customer's data, databases, and information, in particular those corresponding to its legal records, those relating to its movements of shares, and/or its shareholding and which are operated and/or hosted through the Solution.
“Affiliated Entity”: in relation to one of the Parties, a company that is its subsidiary within the meaning of Article L 233-1 of the Commercial Code, or of which this same Party is one of the subsidiaries according to the aforesaid Article L 233-1, or for which there is an entity in 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 identified below in a limitative manner: (i) the maintenance of records of movements of shares and other legal registers (ii) the anchoring on a system for the shared electronic recording of movements of shares (iii) the dematerialized holding of meetings (iv) the management of shareholders. Only these Essential Features, in the event of a proven malfunction, may give rise to Major and/or Blocking Anomalies.
“Identifiers”: refers to the actual identifier of the User (or” Login ”) and the password (or” Password ”) allowing him to access the Solution.
“Internet user”: refers to any Internet user browsing the Site.
“Maintenance”: refers to the services provided by Axiocap as part of Support, corrective, adaptive and evolving Maintenance services and the delivery of minor and major Updates to the Solution. Corrective Maintenance concerns the Correction of Anomalies and the improvement of its functioning (performance, safety, reliability) without functional regression. Evolutionary Maintenance consists of updating the Solution. Adaptive Maintenance consists in evolving the Solution to adapt it to regulatory changes.
“Update”: refers to a modification of the Solution carried out by Axiocap, as part of the improvement of the operating comfort of the Solution as well as Support and/or Maintenance, which in particular provides Corrections and/or Bypasses Anomalies.
“Parties”: refers on the one hand Axiocap and on the other hand the Customer who orders and purchases from Axiocap the services identified in these T&Cs 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, timestamp, sending of electronic registered letters, and the electronic signature of documents, as stipulated in article 4.1.1 of the CGUV.
“Solution”: refers to the Axiocap software application solution giving access to the services identified in article 4 of the CGUV and including in particular the dematerialization services of title movements and other legal registers such as the registers of general meetings and other corporate bodies deliberating companies, and making it available to the Customer in SaaS mode, including all its Updates.
“SaaS” or” Software as a Service ”: refers to a service allowing the User to remotely access the functionalities of a software application solution, via the Internet network and a connection to the server of the Service operator, on which the solution is installed.
“Support”: refers to assistance services in resolving Anomalies, as defined in the CGUV (and/or in the contract in the event of recourse to a contract).
“Transaction”: refers to any Customer or Axiocap transaction relating to Customer Data on the Solution.
“User (s)”: refers to 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 his behalf. 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 methods of making the Site available to Internet Users, Customers and Users.
2.2 With respect to Customers and/or Users, the purpose of the Terms and Conditions is also to determine (i) the terms and conditions of use of the services to which the Solution gives access as well as (ii) the respective obligations of the Parties in connection with 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 a space 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 provides access are implemented.
2.4 Before placing an order in order to access the Solution and the services to which the latter gives access, the Customer declares to have read the CGUV and to have, therefore, previously accepted them, without any reservation.
If applicable, if a Customer makes special requests or if a Customer also wishes to formalize a contract, then, in addition to these T&Cs, a contract is also concluded between Axiocap and the Customer which has the value of “special conditions”. These special conditions may then derogate from the CGUV.
In the event of a contradiction between the CGUV and the special conditions mentioned above, the special conditions prevail.
In any event (i) the sole acceptance of these T&Cs 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 Users and the Customer is confident that the User who intervenes on behalf of said Customer complies with the CGUV.
Axiocap reserves the right to modify these terms CGUV, including the rates identified below, subject to informing Customers individually, it being specified that this price change is then applicable to the Customer on the date of renewal of the subscription. In the event that the Customer refuses this modification of the CGUV and/or the prices, the latter would then be authorized to terminate the contractual relationship with Axiocap as soon as Axiocap is notified of the changes in the CGUV and/or the prices, within this period of one (1) month after notification and subject to the respect of a notice of one (1) month after notification and subject to the respect of a notice of one (1) month, and subject to the respect of a notice of one (1) month after notification, and subject to the respect of a notice of one (1) month, this notice may be sent by email to the following address: contact@axiocap.com Axiocap pouvant également être contacté à ce titre comme stipulé à l’article 17 ci-après « Service Clientèle ») ou par lettre recommandée avec accusé de réception.
Article 3 : identification du site
Le Site offre un espace dont l’accès est gratuit et est accessible à tout Internaute.
Cet espace dont l’accès est gratuit comprend l’accès aux éléments suivants : (i) la présentation de la Solution et de ses fonctionnalités (ii) la consultation des tarifs de la Solution (iii) un formulaire de contact (iv) un blog contenant des articles relatifs à l’environnement du Site (v) une bibliothèque de modèles de documents.
Le Site comprend en outre un espace dont l’accès est réservé aux Clients et aux Utilisateurs à partir duquel est exploitée la Solution et sont mis en œuvre les services auxquels donne accès la Solution.
L’accès à la Solution et aux services auxquels elle donne accès est conditionné à la création d’un compte sur le Site ainsi qu’à la commande de services (comme stipulé aux articles 5 « commandes » et 6 « tarification »)
Dans le cadre de la création de ce compte, la personne créant le compte fournit les éléments relatifs à son identification. S’il s’agit d’une personne morale, lesdits éléments concernent le numéro de RCS, la forme sociale, l’adresse du siège social, l’identification du représentant légal. Toute personne morale créant un compte doit être légalement constituée et agir par l’intermédiaire d’un représentant dûment habilité.
S’il s’agit d’une personne physique, lesdits éléments concernent : le nom, prénom, adresse, date de naissance.
Toute personne physique créant un compte doit être âgé d’au moins dix-huit (18) ans et jouir de la pleine capacité juridique.
Toute personne créant un compte (i) s’engage à fournir des informations sincères et exactes concernant son identification et/ou état civil et/ou ses coordonnées, notamment en ce qui concerne son adresse email et (ii) et est responsable de la mise à jour des informations fournies, les modifications pouvant être effectuées en se connectant à son espace membre.
Une fois la création du compte effectuée et la commande de services opérée (comme stipulé aux articles 5 « commandes » et 6 « tarification »), le Client et les Utilisateurs se voient attribués des Identifiants leur permettant d’accéder à la Solution et aux services auxquels la Solution donne accès et qui sont identifiés ci-après.
Article 4 : identification des services
Article 4.1: descriptif de la solution et identification des services auxquels la solution donne accès
4.1.1 La Solution, décrite dans la définition ci-avant, désigne la solution applicative logicielle de dématérialisation des registres légaux et des assemblées générales des sociétés, mise à la disposition du Client en mode SaaS.
4.1.2 Les services auxquels cette Solution donne accès sont les suivants :
4.1.2.1 La tenue d’un registre de mouvements de titres dématérialisé permettant à l’Utilisateur de mouvementer et d’administrer le registre de mouvements de titres dans le respect des dispositions légales et réglementaires en vigueur.
Le service de registre de mouvements de titres dématérialisé utilise la technologie du Dispositif d’Enregistrement Electronique Partagé et permet l’enregistrement des mouvements de titres d’une société donnée sur la base d’attributs standards :
- Date du mouvement ;
- Nom du compte du bénéficiaire ;
- Nom du bénéficiaire ;
- Nom du compte du titulaire ;
- Nom du titulaire ;
- Nature du titre ;
- Quantité mouvementée ;
- Dénomination de l’entreprise ;
- SIRET de l’entreprise.
L’inscription de ces attributs dans le dispositif d’enregistrement électronique partagé génère un code unique, le hash cryptographique, lequel est immuable et permet d’identifier lesdits attributs. Ce hash constitue le moyen de preuve prévu par le décret n° 2018-1226 du 24 décembre 2018.
Le dispositif d’enregistrement électronique partagé est un système distribué qui enregistre l’ensemble des mouvements affectant les titres d’une société de manière chronologique et sécurisée.
Afin de garantir la sécurité des données présentes sur le dispositif d’enregistrement électronique partagé, Axiocap implémente une base de données authentifiée de façon cryptographique. Cette base de données est gérée par le réseau distribué de nœuds de validation qui suivent le protocole de consensus Raft. Chaque nœud de validation génère des signatures cryptographiques attestant de l’état du dispositif d’enregistrement électronique partagé. Les nœuds de validation sont des organisations sélectionnées qui répondent à une liste de critères définis.
Chaque Transaction enregistrée sur le dispositif d’enregistrement électronique partagé est cryptée à l’aide du standard “Advanced Encryption Standard”. Chaque personne présente sur le réseau peut avoir une vue sur les Transactions présentes sur le réseau, mais ne peut lire les Données.
Le produit “Gestion des titres / parts sociales et RMT” permet de gérer tous types de titres et de mouvements, ainsi que de générer les ordres de mouvements et les formulaires CERFA idoines. De surcroît, ce produit permet auClient de visualiser sa table de capitalisation automatiquement mise à jour en fonction des mouvements de titres effectués, ainsi que la visualisation des éventuels vestings.
4.1.2.2 La Solution offre en outre aux Utilisateurs un service de tenue et d’administration des autres registres légaux (autres que le registre de mouvement de titre susvisé) tels que registres des délibérations sociales et les registres de présence.
Les procès-verbaux d’assemblée sont signés électroniquement et consignés dans un registre numérique sécurisé conservant l’historique des preuves.
4.1.2.3 La Solution offre également un service de secrétariat dématérialisé des assemblées délibérantes et autres organes délibérant permettant (i) l’envoi des convocations par Lettre Recommandée Electronique, par email simple ou par Envoi Recommandé Electronique, étant précisé qu’il convient que le Client et/ou l’Utilisateur s’assure que les statuts de la structure juridique à laquelle il appartient ne lui interdisent pas d’utiliser des convocations par Envoi Recommandé Electronique, et (ii) un service applicatif de vote électronique qui gère les droits de vote et dont les résultats s’intègrent automatiquement au procès-verbal, ainsi qu’une mise en registre automatisée.
4.1.2.4 Registre unique du personnel (RUP) : La Solution permet lagénération d’un Registre Unique du Personnel (RUP). En quelques clics, lesentrées et sorties des collaborateurs sont enregistrées et facilement mises àjour. Le Client peut visualiser rapidement les registres de l’ensemble de sesétablissements et télécharger en format PDF sécurisé le RUP pour le communiqueraux personnes habilitées (délégués du personnel, organismes sociaux ...).
4.1.2.5 La Solution donne également accès à (i) un service de signature électronique et (ii) un service de stockage des documents (dataroom).
4.1.2.6 Les technologies utilisées dans le cadre de ces services susvisés sont les suivantes :
- Certification eDoc Group
La Solution dispose d’un coffre-fort numérique sécurisé certifié eDoc Group, conformément aux Règles de certification NF Logiciel et à la norme ISO/CEI 25051 : 2014. Ce coffre-fort numérique est conforme aux exigences spécifiques concernant les Composants Coffre-Fort Numérique (CCFN) de la partie 10 des règles de certification NFLogiciel. eDoc Group est une société certifiée par l’association française de normalisation (AFNOR), et agréée par le service interministériel des archives de France (SIAF), depuis l’arrêté du 15 mars 2019, pour la conservation des archives publiques courantes ou intermédiaires.
Pour répondre aux exigences de la certification AFNOR et de l’agrément du Service Interministériel desArchives de France (SIAF), eDoc Group héberge ses infrastructures IT dans un cloud souverain. L’architecture informatique dédiée aux environnements d’eDoc Group est localisée dans des datacenters de type Tier 4. Elle bénéficie d’un Plan de Reprise d’Activité pour un démarrage du site de secours en une heure. L’infogérance des équipements s’appuie sur les certifications ISO27001 (sécurité), ISO 9001 (management qualité) et ITIL, ISO 20000 (service management).
- Stockage, horodatage, et signature électronique de documents
La Solution intègre le stockage, l’horodatage et la signature électronique des documents, pour lesquels Axiocap fait appel à des Prestataires Tiers. Les Prestataire Tiers choisis par Axiocap sont OVH pour le stockage et Signaturit pour la signature électronique.
- Envoi de Lettre Recommandée Electronique (LRE) et Envoi Recommandé Electronique (ERE)
La Solution intègre la possibilité d’envoyer des convocations par LRE ou ERE, pour lesquelles Axiocap fait appel au Prestataire Tiers AR24. En utilisant la Solution, il est expressément prévu que les Utilisateurs et Clients acceptent automatiquement les CGU d’AR24, consultables ici : https://www.ar24.fr/cgu/
4.1.2.7 Il est convenu que les technologies susvisées peuvent évoluer pendant le cours de la relation contractuelle avec le Client, en fonction notamment des évolutions législatives et réglementaires et en fonction des évolutions informatiques et des technologies, ce qui est expressément accepté par le Client et les Utilisateurs. De la même manière, pendant le cours de la relation contractuelle entre le Client et Axiocap, ce dernier peut à tout moment changer de Prestataires Tiers, ce qui est expressément accepté par le Client et les Utilisateurs.
4.1.2.8 La Solution permet enfin d’accéder à différents simulateurs indicatifs tels que simulateur de levée de fonds, de versement de dividendes ainsi qu’à différents tableaux de bord offrant une vue synthétique des principales informations capitalistiques de la société concernée.
4.1.2.9 Selon la formule choisie par le Client, la Solution permet également de visualiser un organigramme des sociétés inclues dans le portefeuille duClient.
4.1.2.10 Selon la formule choisie par le Client, ce dernier peut archiver des sociétés de son portefeuille. Cet archivage permet de stocker les données de ses sociétés pour une durée déterminée ou indéterminée, avec intégrité des données archivées de 99,99% et une disponibilité 24/7. Cela entrainera une tarification particulière exposée à l’article 6.1.
4.1.2.11 Synchronisation à distance des données des sociétés du portefeuille du Client : Selon la formule choisie par le Client, Axiocap met en place la synchronisation des données entre un connecteur type INPI (guichet unique par exemple) et la Solution. La garantie de disponibilité de la synchronisation des données est de 99,5% mensuelle, cette garantie pouvant légèrement varier suivant celle de l’INPI.
4.1.2.12 Intégration API. Selon la formule choisie par le Client, Axiocap met en place un service d’interface de programmation d’applications (API)permettant de connecter la Solution avec le système d’information du Client afin d’échanger et de faire circuler facilement des données. Axiocap fournit une documentation régulièrement mise à jour, sur les API, à la demande duClient. Une aide à l’intégration API peut être fournie au Client par Axiocap, sur demande.
4.1.2.13 Mises à jour de la Solution :
Le Client et/ou l’Utilisateur bénéficie des Mises à jour de la Solution qui peuvent être librement mises en œuvre par Axiocap dès lors qu’elles n’emportent aucune régression permanente des services proposés en termes de performances. En tout état de cause, les évolutions fonctionnelles ou techniques ne devront pas remettre en cause les exigences termes de sécurité ou compromettre une éventuelle opération de réversibilité et de transfert des Données.
Dans ce cadre, Axiocap garantit le maintien des performances et lors de la livraison de chaque nouvelle Mise à jour et notamment :
- La non-régression permanente des fonctionnalités de la Solution par rapport à la version précédente ;
- La non-régression permanente du paramétrage fonctionnel (fiche descriptive, structure de la chambre forte, habilitation) ;
- Le maintien des niveaux de fiabilité, de Disponibilité, de sécurité et de maintenance, ainsi que des niveaux de service, voire une amélioration de ces niveaux.
Toutefois, le Client et/ou l’Utilisateur reconnaissent, sont conscients et acceptent sans réserve que toute Mise à jour pourra entrainer de légers défauts temporaires qui seront corrigés conformément aux stipulations de l’article 4.7 ci-après.
4.1.2.9 Modèles de documents
La bibliothèque de documents mise à disposition sur le Site ne présente qu’un caractère indicatif, et ne saurait à ce titre se substituer à un conseil juridique établi par un(e) avocat(e), ni engager la responsabilité d’Axiocap pour quelque motif que ce soit.
4.1.3 The Services to which the Solution gives access allow the Customer to share his account with the Users of his choice, it being recalled that these T&Cs 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 in connection with the electronic signature service provided by the provider Signaturit) and on French Orange servers concerning data in connection with the secure digital safe service.
During the course of the contractual relationship with the Customer, Axiocap may modify the above hosting sites and/or the above provider in charge of hosting provided that the new provider and/or the new sites present a quality and security equivalent to the current provider and to the current sites.
However, Axiocap will not be able to move its servers, host the Solution, or store and save Customer Data outside the European Union without first informing the Customer in writing.
Axiocap ensures that, through the above host, firewalls, anti-viruses, and intrusion or spyware detection tools are set up that guarantee effective protection.
Article 4.3: respect for safety - availability of the solution
4.3.1 Axiocap undertakes to implement any means to preserve the security, integrity, integrity, availability and confidentiality of Customer Data, as well as any electronic media on which they would be stored.
Axiocap has a secure system in accordance with the latest state of the art.
Axiocap undertakes to immediately inform the Customer in writing of any real or potential security risks of which it is aware and to immediately take any necessary measures to protect or restore the safety, security, integrity, integrity, confidentiality and the Availability or integrity of the Customer Data and the Solution.
Axiocap is committed to maintaining the integrity and confidentiality of the Data communicated by the Customer and/or Users at all times.
Data backup is carried out on a daily basis.
4.3.2 Axiocap makes every effort to ensure the 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 sets up a duplication and redundancy of its servers so that, in the event of an anomaly encountered on a server (failure, 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 any 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 request of the Customer and after agreement between the Customer and Axiocap, migrate the Customer's files and Data to the Axiocap platform. This operation will result in the establishment of a quotation, which must be accepted by the Customer before the migration operations are implemented.
Une fois les opérations de migration réalisées, un formulaire de fin de migration est envoyé au Client et il est demandé au Client de retourner à Axiocap ce formulaire complété et signé, dans les trente (30) jours suivant sa réception. Le Client ne retournant pas le formulaire dans ce délai est réputé avoir pris connaissance de la migration effectuée et en avoir validé sa conformité. Dans un tel cas, Axiocap ne pourra être tenu pour responsable si des erreurs de retranscription (lors des opérations de migration) sont révélées. La correction de ces erreurs par les services d’Axiocap donnera lieu à établissement d’un nouveau devis.
In any event, the sending and returning by post of Data in paper format to the Customer remains the sole responsibility of the Customer.
Article 4.6: training
At the Customer's request, Axiocap can provide training in the use of the Solution for one or more employees, on a fixed hourly basis, by videoconference, according to the schedule agreed between Axiocap and the Customer. This operation will result in the establishment of an estimate which must be validated by the Customer before the implementation of this training.
Article 4.7: support - maintenance
4.7.1 The technical assistance service under Support and Corrective Maintenance applies to the Solution and to any service to which the Solution provides access.
This technical assistance consists in assisting the Customer and Users by email and/or by remote maintenance, for the management and resolution of incidents, malfunctions and anomalies.
The technical assistance service assures the Customer a response within 48 (forty-eight) working hours, the technical assistance service being accessible as follows:
- Chat support, directly accessible from the Solution;
- Email support at the following address: support@axiocap.com
- It being specified that the postal correspondence address is as follows: Support Axiocap, 143 Rue Albert Viger,34070 Montpellier;
- The implementation of a supervision tool (statistics, performances, memory monitoring, etc.);
- Technical and functional expertise on the development of subsequent Updates.
4.7.2 The Customer and/or the User must report, without delay, the incidents and Anomalies encountered which they will document by providing Axiocap with the elements at their disposal, so that Axiocap can best handle the Customer and/or User's request. Axiocap will then diagnose the Anomaly and proceed with its resolution according to the following corrective Maintenance methods:
- In the event of a Blocking Anomaly, Axiocap will implement a Correction or a Bypass within two (2) working 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 a Circumvention within a period of five (5) working days, from the 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, from the notification of the Anomaly by 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 collaborate with Axiocap in the resolution of Anomalies and in particular in the event of an absence of response to questions and requests for information;
- Use of the Solution by the Customer or by the User, in a manner that is not consistent with its destination or documentation;
- Unauthorized modification of the Solution by the Customer or by the User;
- Serious breach by the Customer of its obligations under the T&Cs and/or the contract that it would have concluded with Axiocap;
- Implementation by the Customer or by the User of any software, software or operating system or use of consumables, incompatible with the Solution;
- Failure of the Customer's and/or the User's electronic communication networks;
- Act of degradation, malice, sabotage by the Customer and/or the User;
- Case of force majeure or any act of a third party.
In addition, Axiocap declines all responsibility in the event of misuse or negligence on the part of the Customer and/or a User as to the use of the Solution which would be directly or indirectly, exclusively or in part the cause of an Anomaly.
The above operations and interventions, under Support and Corrective Maintenance, understood as the resolution of Anomalies, are included in the price of the subscription to the Solution, as identified below.
However, interventions carried out as part of Personalized Support do not fall within the scope of assistance in resolving Anomaly (s) 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 for this purpose.
4.7.3 In addition to these corrective Maintenance operations mentioned above, during the course of the contractual relationship between Axiocap and the Customer, Axiocap may carry out Maintenance and Updates to the Solution, it being specified in this respect that Axiocap guarantees that the Updates of the Solution guarantee that the Updates of the Solution do not lead to any permanent regression of the services offered in terms of performance and/or security.
As part of these Maintenance and Updates of the Solution, the Availability of the Solution and the services to which it gives access may not be ensured on a temporary basis, 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 this article 4 and, more generally, in these T&Cs.
However, Axiocap will remain solely responsible to Customers and/or Users.
Article 5: order - payment
5.1 The Customer orders online, in the dedicated area of the Site, using the dedicated form on the Site and in accordance with the provisions of article 23 below “Right of Withdrawal”.
In order for the Customer's order to be validated, the Customer must accept these T&Cs, this acceptance being materialized by a click of acceptance by the Customer of the T&Cs in the specific block dedicated to this purpose on the Site or by signing the quotation 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 email confirming the Customer's order.
Any order by the Customer in accordance with the provisions above implies acceptance by the Customer of the services identified in these T&Cs (in particular their article 4 above) as well as of the price rates identified in these T&Cs (in particular in their article 6 below).
In the event of non-payment and/or in the event of incorrect contact details concerning the Customer as shown on 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 this difficulty is resolved until this difficulty is resolved as notified to the Customer by Axiocap at the email 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 email address: contact@axiocap.com ; Axiocap may also be contacted by the Customer for any question concerning his order as stipulated below in article 17 “Customer Service”.
5.2 Payment by the Customer is made by SEPA direct debit.
The GoCardless solution is used to enable SEPA direct debits.
When paying for additional features online, the Customer indicates the name of the bank card holder, the bank card number, the expiry date of the bank card and the three digits of the security cryptogram written on the back of his bank card. By making the payment, the Customer declares and guarantees that he is authorized and authorized to use this bank card in order to make this payment.
Online payment is secure and is made via the online payment solution “STRIPE (stripe.com/en)” for all electronic payment services by bank card and direct debit denominated in euros.
The GoCardless terms of use are available at https://gocardless.com/fr-fr/legal/conditions-dutilisation-du-site-internet/.
The special conditions of use of the services of the Stripe solution are available on www.stripe.com/en/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 the payment made by the Customer of the applicable price, the details of which are available on the Site, in the quotes sent and/or in any contractual negotiation between Axiocap and the Customer.
The prices of the various services are indicated in “euros” and “excluding taxes” on the price details page available on the Site at this address: https://www.axiocap.com/tarifs and reproduced in any quotation sent.
Three subscription packages are offered to the Customer:
- The Basic formula;
- The Business formula;
- The Enterprise Grid formula;
Each subscription plan offers different services and benefits. To find out about these services, the Customer will contact the Axiocap sales team.
The Customer may integrate one or more company (s) into the Solution independently, as long as he makes the prior payment of an à la carte subscription according to the rates available on the Site, which are subject to the choice of one or more products:
- “Security/Share Management and RMT*” Product: By subscribing to this product, the Customer benefits from the possibility of editing securities registers and managing their shares.
- Product “Records of deliberations and decisions: By subscribing to this product, the Customer benefits from the possibility of editing all types of mandatory records (records of deliberations and decisions, social registers, etc.).
- “Online Assemblies” Product: By subscribing to this product, the Customer benefits from the possibility of carrying out all types of online meetings (dematerialized convocations and minutes, online votes).
- “Unique Personnel Register (RUP) *” Product: By subscribing to this product, the Customer benefits from the possibility of easily and digitally managing and updating all the entries and exits of employees of his or her company (s), and to easily edit the single personnel register on a computer medium in accordance with the Labor Code.
*The name of the products may change over time.
The Customer is free to choose one or more products that will satisfy their needs.
The subscription price is payable by the Customer annually, according to the volume of Products subscribed.
Any addition of Company will be invoiced. Indeed, the addition of “empty” companies into the Solution, i.e. without any associated products or the creation of any register, will be subject to pricing. Also, the archiving of companies for a fixed or indefinite period of time will be subject to pricing. Only the total and definitive suppression of a Company will result in the end of its pricing.
In addition, any addition of a Company during the first year will be invoiced on the basis of the products subscribed initially, and any addition of a Company during the year will be invoiced for at least one product if there was no product choice made by the Customer (case of the “empty” company for example).
If the volume of Companies ordered by the Customer is not reached, it will not be automatically carried over to the following contractual period and will be definitively lost.
In the event that preferential rates different from those mentioned above are negotiated between Axiocap and the Customer, on an exceptional basis, between Axiocap and the Customer, these preferential rates will be applied. Indeed, Axiocap reserves the right to offer the Customer promotional offers that may differ from the price policy referred to above.
As stipulated in article 2 above, Axiocap reserves the right to modify these T&Cs, including the rates identified above, subject to informing Customers individually, it being specified that this price modification is then applicable to the Customer on the date of renewal of the subscription. In the event that the Customer refuses this modification of the T&Cs and/or prices, the latter would then be authorized to terminate the contractual relationship with Axiocap as soon as Axiocap is notified of the changes in the T&Cs and/or prices, subject to compliance with a notice of one (1) month, said notice being able to be sent by email to the following address: contact@axiocap.com or by registered letter with acknowledgement of receipt.
It is also recalled 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 him and Axiocap on additional remuneration from Axiocap for the provision of additional services requested by the Customer.
Article 6.2: rates applicable to electronic signatures
The services relating to the electronic signature service (identified in article 4.1.2.4 above) give rise to a differential and decreasing rate depending on the quantity of electronic signatures chosen. As such, several credit packs are offered, a credit being understood as an electronic signature.
The prices for this service are indicated in “euros” and “excluding taxes” 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
The migration of the Customer's historical data and social records or title movements to the Axiocap platform can be carried out by Axiocap at the Customer's request, according to the Customer's requests, and after agreement between the Customer and Axiocap on the services to be provided in this capacity and on the price of these services.
The prices for this service are indicated in “euros” and “excluding taxes” on the price details page available on the Site at this address: https://www.axiocap.com/tarifs
It is specified that the number of hours corresponding to this service is subject to prior agreement between Axiocap and the Customer.
In any event, such services can only be implemented after agreement on the services and the price between Axiocap and the Customer.
Article 6.4: rates applicable to data storage
The Customer can choose between the following two options dedicated to storage and identified below:
- “Customized storage”: The Data is stored in an eDocSafe digital safe, in an Orange sovereign cloud, secure and certified to CCFN standards, with timestamp and archiving of each registration;
- “Unlimited, free, and included storage”: Data is stored in an OVH sovereign cloud, secure and 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 “excluding taxes” on the price details page available on the Site at this address: https://www.axiocap.com/tarifs
The storage volumes mentioned above apply to all documents stored in the digital safe.
It is specified that the technologies mentioned above and/or the service providers mentioned above may evolve during the course of the contractual relationship with the Customer, in particular in accordance with legislative and regulatory developments and in accordance with computer and technological developments, which is expressly accepted by the Customer and the Users.
Il est enfin précisé que cette Data Room n’est accessible que pour les Clients bénéficiant des formules Business et Entreprise Grid.
Article 6.5: rates applicable to personalized support - training
The Customer can also request personalized support from Axiocap. These interventions carried out as part of Personalized Support, are not part of the assistance in resolving Anomaly (s) and are invoiced at the current rate available at the following web address: https://www.axiocap.com/tarifs
It is agreed that these services involve a prior agreement between Axiocap and the Customer, any services in this respect can only be implemented after agreement on the services and their price.
Article 6.6: rates applicable to the reversibility of data
In the event of termination of the contractual relationship between Axiocap and the Customer at the initiative of the Customer or as a result of a fault by Axiocap, the implementation of the reversibility and transfer of the Data (as stipulated in article 9 below) will be included in the price of the Solution and the 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 export generated (as stipulated in article 9 below), the reversibility will be borne by the Customer who will bear the costs, which will result in the establishment of a quote.
Article 6.7: rates applicable to electronic shipments and registered letters
ERE and LRE shipments are invoiced at the current rate available at the following web address: https://www.axiocap.com/modules-envoi-convocations
In addition, for the configuration of the AR24 account required to send the LREs, a fixed amount of six euros and five cents excluding taxes (6.05€ HT) will be invoiced to the Customer for the sending of the registered postal mail necessary to identify the sender.
Article 6.8: rates applicable to handling
The Customer receives assistance in setting up his workspace in the Solution. This takeover is mandatory and consists of a forty-five (45) minute training of the Customer's teams as well as the integration of the Customer's companies into its portfolio.
This setup is invoiced for two hundred euros excluding taxes (200.00€ HT).
Article 6.9: rates applicable to the addition of additional shareholders
In the Business formula, the first five (5) shareholders, and in the Enterprise Grid formula, the first ten (10) shareholders invited to the Solution by the Customer are offered and do not give rise to pricing. Beyond that, each additional shareholder voting at a meeting will be added subject to the payment of five (5) euros excluding taxes per shareholder.
No shareholders are offered in the Basic formula, and each shareholder addition will therefore result in the above pricing.
Article 7: obligations of the parties
Article 7.1: obligations of Axiocap
Axiocap undertakes to make the Solution available to the Customer so 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 respect the standards and requirements identified in article 4 and in these CGUV.
Article 7.2: obligations of the customer and users
7.2.1 Payment obligations
For its part, in return for providing the Solution and the services to which the Solution gives access, the Customer undertakes to pay Axiocap the price agreed in accordance with the provisions of article 6 above, within a maximum period of thirty (30) days.
In the event of late payment compared to the contractual deadline, the Customer will be liable for late payment interest calculated from the day following the due date of payment and until the day of payment.
The interest rate for late payment will be equal to three (3) times the legal interest rate applicable in France on the date of issue of the invoice; it will apply to the amount including VAT of the invoice and will be calculated at Prorata the number of days of late payment.
No reminder or formal notice is required to charge late fees.
A default or late payment observed for more than 15 (fifteen) days months may lead to a suspension of services and access by the Customer to the Solution.
For any professional, in addition to late payment interest, any sum not paid by its due date will automatically result in the payment of a fixed compensation of 40 euros due for recovery costs (article D441-5 of the Commercial Code.)
7.2.2 Obligations to have the appropriate computer configuration
The Customer ensures that the Solution meets its needs and also ensures that it has the appropriate computer configuration allowing it to access the Solution, in particular with regard to hardware, software, networks, networks, terminals, terminals, connections and cabling.
All costs relating to access to 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 for their access to the Internet.
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 provides access
7.2.3.1 Obligations to hold corporate powers or authorizations or powers allowing him to act on a company via the Solution
By using the Solution, the Customer and/or the Users certify (s) that they have the necessary powers and authorizations or powers, in particular from the representatives and/or agents of the company concerned by the operations that will be carried out via the Solution.
The Customer and/or the User are thus duly informed that they are liable if they carry out transactions under a company concerning which they do not have the required authorizations or concerning which they are not the corporate officers authorized to carry out such transactions.
The Customer and/or the User guarantee Axiocap in respect of any action or claim that would be initiated by any person against Axiocap as a result of a violation by the Customer or by a User of the provisions of this article.
7.2.3.2 Obligations with respect to the use of Data and documents
The Customer and/or the User undertake to use the Solution only with the Data and legal or legal documents intended to be processed. via the Solution, namely the legal registers, the register of movements of shares and the documents relating to the social deliberations of the company concerned. In addition, the Customer and/or the User undertake to use the dedicated areas of the Site concerning each of these elements (so, for example, the securities movement register must be processed in the space of the dedicated site using the technology dedicated to the manipulation of the securities movement register.)
The Customer and/or the User expressly refrain from using the Solution concerning documents other than those mentioned above.
The Customer and/or the User also undertake to enter and transmit the Data and/or documents rigorously, respecting the formats, methods and frequencies of transmission provided.
The Customer 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 the User undertake to verify the information they provide in the Solution before validating any Transaction or operation. Axiocap cannot be held responsible for the entry of erroneous information or information that is not in accordance with the reality of the company (s) owned or operated by the Customer and/or the User.
Axiocap may mention on the Site that it is in a commercial relationship with the Customer, which it expressly acknowledges and accepts. In the event that the Customer wishes to keep this commercial relationship secret and confidential, the Customer undertakes to send his refusal as soon as possible to the following email address: contact@axiocap.com
7.2.3.3 Obligation to comply with legal, regulatory, administrative, administrative, statutory and extra-statutory obligations concerning companies operated via the Solution
It is expressly agreed that the Solution and the services are only technical tools allowing the Customer and/or the User to technically instrument the legal registers, records of movements of shares or the dematerialization of its general meetings and other social deliberations.
As such, the Solution does not in any way provide legal advice concerning the administration and/or maintenance of the abovementioned records or concerning the holding and administration of general meetings and other social deliberations.
As such, it is the responsibility of the Customer and the User:
(i) to comply with all legal, regulatory, administrative, statutory and extra-statutory obligations concerning each of the companies concerning 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, in view of the legal, regulatory, administrative, statutory and extra-statutory provisions of the company concerned.
Thus, for example, and without this being exhaustive concerning the abovementioned 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, meetings of the board of directors or shareholders, meetings of the board of directors or the supervisory board or management board): the Customer and/or User must ensure that the legal provisions applicable to the legal form of the company concerned and/or statutory provisions and/ or extra-statutory provisions of the company concerned allow such an electronic convening (ii) concerning electronic voting, the Customer and/or User must ensure that the statutory and/or extra-statutory provisions of the company concerned allow such electronic voting.
Indeed, and in particular the various legal and/or regulatory provisions applicable to various social forms in terms of electronic general meetings (electronic convocations, online votes) do not guarantee the adequacy of the Solution to the needs of the Customer and, in any event, and more generally, 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 use of the software.
7.2.3.4 Recognition of the purely indicative nature of simulators and dashboards
With regard to 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 on whom the simulator is applied.
For example, concerning the dividend simulator, it is up to the Customer and/or the User to reprocess the information according to the tax regime applicable to the person receiving said dividend (example: application of the IFU concerning a natural person or different tax regime applicable to an associated legal person or shareholder of the company concerned).
Also, it is the Customer and/or the User's responsibility to obtain all the required fiscal and/or social and/or social and/or legal and/or regulatory and/or administrative information and, where appropriate, to be assisted by any legal and/or accounting professional in interpreting this raw information referred to above and/or in its decisions.
7.2.3.5 Obligations for personal use of the Solution - obligations regarding access to the Solution and with respect to the use of identifiers - agreement on proof
7.2.3.5.1 Users alone will 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 At the Site and the Solution is carried out from the computers, nomads or fixed, of the Users, using the Login Identifiers. Users are identified using an Identifier and a password, created by the Customer following an initial provisional assignment of a password by Axiocap, it being specified that this password must be modified by the Users after their first connection.
Identifiers are intended to reserve 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 can only be changed at the request of the Customer or at the initiative of Axiocap provided that Users are informed in advance.
The Customer and Users must make every effort to keep the Identifiers concerning them secret and not disclose them in any form whatsoever. The Customer is fully responsible for the use of Identifiers by Users, just as it assumes responsibility for the security of individual workstations accessing the Solution. In the event that the Customer or the User is aware that a person other than the authorized person is accessing the Solution, the Customer and/or the User concerned will inform Axiocap without delay. In the event of loss or theft of one of the Identifiers, the Customer will alert Axiocap without delay in order to know the procedure to follow to recover its Identifiers. Axiocap cannot be held responsible 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 their Data will be automatically deleted, after reminder and prior information from Axiocap.
Account inactivity means the breach by the Customer of his payment obligation and, cumulatively, the absence of connection by a User or a Customer to the account concerned via their Identifiers. Axiocap provides a service of evidentiary records, which must be kept for several years, account inactivity does not mean when the Customer meets his payment obligation.
As an agreement on proof, it is agreed between, on the one hand, the Customer and the User and, on the other hand, Axiocap, that the automatic registration systems carried out by the Solution are considered as proof (i) of the use of Identifiers and passwords as well as of the dates and times of this use as well as of the dates and times of this use (ii) of the nature, substance, date and time of the Data recorded by the Users using the Services Applications (iii) and, more generally, of all the information exchanged using the services to which gives access the Solution.
Article 8: duration of the parties' commitment
The duration of the contractual relationship between the Customer and Axiocap starts from the date of the order and is one (1) year renewable by tacit renewal.
Each of the Parties may terminate its commitment to the other Party at the end of each period of one (1) year, however, with a notice of 2 (two) months before the end of each contractual period.
This termination may be made by email by each of the Parties, with Axiocap writing to the Customer at the Customer's email address as indicated on their account and the Customer writing to Axiocap at the following email address: contact@axiocap.com
Article 9: reversibility and retrieval of data
The Customer is and remains the owner of all of his Data.
A tout moment et au plus tard à compter du terme de la relation contractuelle (pour quelque motif que ce soit) entre le Client et Axiocap, ce dernier s’engage à ce que le Client ou tout tiers mandaté par le Client (ci-après le « Repreneur ») puisse récupérer l’intégralité des Données du Client et ce, sous un format PDF exploitable sans difficultés concernant les documents intégrés dans la Solution, ou sous un format CSV concernant les données brutes, et ce, dans un délai maximal de vingt (20) jours ouvrés à compter de la demande du Client et/ou du terme de la relation contractuelle.
The request for reversibility must be submitted by the Customer to Axiocap as follows: by email to contact@axiocap.com
As soon as the Customer confirms the readability and quality of the returned Data, Axiocap will destroy and ensure the destruction of all copies of said Data, including backup copies. This destruction must take place at the latest within a period of six (6) months from the end of the contractual relationship. Axiocap will then send the Customer a written certificate of destruction of the Data, in which it will guarantee that it has carried out and had this destruction carried out and that no copies have been retained. It is specified that the Data destroyed does not include those necessary to establish proof of movements of titles, nor those necessary to establish legal and enforceable proof of the minutes of meetings and deliberations, and their records.
The User's cryptographic hashes, and in general all the Data entered on the DEEP, will remain on the DEEP irreversibly. Entries made in this recording system are the subject of an updated business continuity plan including in particular an external system for the periodic preservation of data. Consequently, the Customer will have the option of retrieving his records in PDF or CSV format in order to give them back a probationary form that takes over from the Solution provided by Axiocap in the format of paper records 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 T&Cs (or from the contract in the context where a contract would be specifically concluded), the contractual relationship between Axiocap and the Customer may be terminated by the Party that is the victim of the breach of obligation after a formal notice that has remained unsuccessful for a period of thirty (30) days.
Article 11: no renunciation
The fact that one of the Parties does not rely on a breach by the other Party of any of the obligations arising from the CGUV (and/or the contract in the event that a contract is concluded in addition to the adoption of these CGUV) cannot be interpreted, for the future, as a renunciation of the obligation in question.
Article 12: liability - limitation of liability
Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as for the faults, errors or omissions of its possible subcontractors and causing direct damage to the other Party.
In the event of Axiocap's fault proven by the Customer and/or the User, Axiocap will only be required to compensate for the pecuniary consequences of the direct and foreseeable damages resulting directly from this fault, in exclusive connection with the use of the Solution.
In the event of Axiocap's fault proven by the Customer and/or the User, the amount of Axiocap's liability will be strictly limited to the reimbursement of the amounts actually paid by the Customer to Axiocap, on the date of occurrence of the event giving rise to liability, within the strict limit of the insurance policy taken out and the risks covered by it.
Under no circumstances may Axiocap incur liability for indirect or unforeseeable losses or damages of the Customer or third parties or Users.
In addition, Axiocap cannot be held responsible for the accidental or voluntary destruction of Data by the Customer or by a User or by a third party who has accessed the solution using the Identifiers given to the Customer or the User.
In addition, Axiocap cannot be held liable for any act of third parties.
Article 13: force majeure
Under no circumstances can Axiocap be held responsible for any damage in the event of damage 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.
Any event or circumstances that meet the definition of force majeure provided for in article 1218 of the Civil Code are considered to be cases of force majeure, namely any facts or circumstances that are irresistible, external to the parties, unforeseeable, unavoidable, unavoidable, independent of the will of the Parties, independent of the will of the Parties and which cannot be prevented by the Parties and which cannot be prevented by the Parties, despite all reasonably possible efforts.
The Party invoking the force majeure circumstances referred to above must immediately notify the other Party of their occurrence, as well as of their disappearance.
None of the Parties may be held responsible 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 the law or regulations, a total or partial strike, external to the company, a total or partial strike, external to the company, a fire, a natural disaster, a state of war, a sudden modification of the law or regulations, a total or partial strike, external to the company, a fire, a natural disaster, a state of war, a total or partial interruption or a blocking of telecommunications networks or electrical, or more generally any other force majeure event with the characteristics defined by case law.
In the event of the occurrence of such a case of force majeure, the execution of this contractual relationship will be suspended until the disappearance, extinction or cessation of the case of force majeure. The contractual deadlines provided for herein will be automatically postponed according to the duration of the case of force majeure.
However, if the case of force majeure persists for more than fifteen (15) working days, each of the parties will have the right to terminate this contractual relationship by operation of law, without any compensation being due by either Party.
Article 14: insurance
Axiocap has taken out the necessary insurance to cover the risks associated with the exercise of its activity.
Article 15: confidentiality
Each Party undertakes to take all necessary measures to maintain confidentiality and not to disclose, in France and throughout the world, directly or indirectly, the 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 this Confidential Information to any third party, other than its employees or agents or those of its Third-Party Providers who need to know it (it being specified that nothing in this clause does Forbidden to a Party to state its contractual relationship with the other Party as well as the terms and conditions of this contractual relationship in order to enforce its rights derived from this contractual relationship).
The Customer unreservedly accepts that the support and technical services of Axiocap can access the Customer's data as part of the resolution of the Anomaly. All Axiocap employees are subject to an obligation of confidentiality.
The Parties undertake to use this Confidential Information only for the purpose of carrying out their contractual relationship.
The Parties also undertake to ensure compliance with these provisions by their staff, and by any agent or third party who may intervene in any capacity whatsoever in the context of the execution of the contractual relationship between the Customer and Axiocap.
The obligation of confidentiality will continue throughout the duration of the contractual relationship between the Customer and Axiocap and for three (3) years after its end for any reason whatsoever.
Article 16: personal data
Axiocap indicates that it has appointed a Data Protection Officer (DPO) at the CNIL: DIPEEO, a simplified joint stock company, registered with the Bobigny Trade and Companies Register under number 897 692 315 and whose head office is located at 95 Avenue du Président Wilson, Montreuil, France.
For any question concerning the Customer's Personal Data, he must send a request as soon as possible to the following address: AXIOCAP SAS, 143 Rue Albert Viger, 34070 Montpellier (by indicating “Privacy - Data Protection”) or by email to dpo@axiocap.com
As such, requests from Customers and Users concerning personal data may be sent to the above contact details.
Article 17: customer service
For any information or questions, Axiocap customer service can be reached by email at this address: support@axiocap.com, by mail to this address: Support Axiocap,143 Rue Albert Viger, 34070 Montpellier.
Article 18: complaint handling - mediation
18.1 For all complaints, the User and/or the Customer may contact the customer relations department at the contact details identified in article 17 above.
18.2 The Consumer Customer may use the mediation service for consumer disputes related to an order made with Axiocap. In accordance with the rules applicable to mediation, any consumer dispute must be submitted in advance in writing to Axiocap at the contact details identified in article 17 above.
After a prior written request by the Consumer Customer to Axiocap, the Mediator Service may be contacted for any consumer dispute whose settlement has not been successful.
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 is accessible 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 at the contact details identified in article 6 above in order to resolve any difficulties he may encounter in connection with the use by him of the Services and have any complaints or grievances that he forms under the Services dealt with.
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 as well as, more generally, the IT infrastructure (software and hardware) implemented or developed as part of the Solution.
The CGUV (and/or, where applicable, the contract if one exists) do not give the Customer any right of ownership over the Solution. The temporary provision of the Solution under the conditions provided for in the CGUV (and/or the contract in the event of recourse to a contract) cannot be analyzed as the transfer or transfer of any intellectual property right for the benefit of the Customer and/or Users.
The Customer and/or the User undertakes not to directly or indirectly, through third parties, infringe Axiocap's intellectual property rights and is prohibited 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. As such, the Customer will maintain in good condition all mentions of ownership and/or Copyright which would focus on the components of the software.
Likewise, the Customer and/or the User acknowledge and accept that the content of the Axiocap Website and in particular but not exclusively the texts, photographs, videos, software and programs, sounds, music, layout, graphic charter, design or any other information or medium 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 these T&Cs is declared contrary to the law or in any way unenforceable, this clause will be declared null and void, without resulting in the nullity of all of these T&Cs.
The Parties will make their best efforts to implement a provision of equivalent scope and effect.
Article 21: mutual independence
The Parties are and remain independent of each other, each Party alone assuming the risks of its own exploitation.
Article 22: transfer of contract
Under article 1216 of the Civil Code, Axiocap reserves the right to transfer this Agreement to any of its Affiliated Entities, after written information given to the Customer. The Customer hereby unreservedly accepts this transfer.
Article 23: applicable law - jurisdiction
The CGUV are subject to French law.
The Parties undertake to submit any dispute or dispute relating to the validity, interpretation, execution and/or termination of the Contract to the exclusive jurisdiction of the Courts of Montpellier.
Annex 1: agreement relating to the processing of personal data carried out during the use of Axiocap
Definitions
The capitalized terms in the appendix have the meaning given to them below:
Customer: refers to any professional natural or legal person who orders the services offered by Axiocap as identified herein and, as such, enters into a contractual relationship with Axiocap. In the event that a Customer wishes to make its own customers 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: refers to any data relating to an identified or identifiable natural person.
Persons concerned: refers to persons whose personal data is processed by subcontracting by Axiocap on behalf of the Customer.
Data controller: refers to the person who determines the purposes and means of the treatment. In this case, the User.
RGPD: refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
Subcontractor: refers to the person who processes Personal Data on behalf of the Data Controller. Hereby, Axiocap acts as a subcontractor.
User: refers to 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 his behalf.
Other terms beginning with a capital letter have the meaning given to them in the article “Definitions” in the main body of the Contract.
More generally, all data protection terms used in the ADP are defined in Article 4 of the General Data Protection Regulation (“GDPR”).
1. Introduction
The Data Protection Annex (hereinafter “APD” or “Agreement”) aims to govern the use of the personal data of the Customer, who acts as a data controller (hereinafter the “Customer”), by Axiocap, which acts as a subcontractor (hereinafter the “Subcontractor”) under the contract (hereinafter the “Contract”).
The ADP is an integral part of the Contract signed between the Customer and the Subcontractor. It concerns the processing of personal data implemented by the Customer when using the Axiocap tool. In the event of a contradiction between the Contract and the ADP, the obligations provided for in the ADP prevail with respect to the applicable data protection rules.
If the Customer has access to the Solution through a reseller/distributor or agent, the latter may act as an intermediary between the Customer and Axiocap, in particular during the transmission of Users' data in order to open an account for them on the Solution.
1.1 Customer obligation
In addition to the obligations arising from the following articles, if applicable, the Customer undertakes to:
- Determine the purposes and means relating to the processing of Personal Data subcontracted to Axiocap;
- Have a legal basis allowing it to implement the various treatments entrusted to Axiocap by subcontracting;
- Take appropriate measures to provide Data Subjects with any information referred to in articles 13 and 14 of the GDPR. The Customer is responsible for informing all Users who have an account on Axiocap;
- Take all appropriate measures to facilitate the exercise of the rights granted to Data Subjects under articles 15 to 22 of the GDPR;
- Implement appropriate technical and organizational measures in order to guarantee a level of security of Personal Data adapted to the risk;
- In general, comply with the regulations applicable to the processing of Personal Data.
1.2 Description of the treatments entrusted by the client to Axiocap
The Customer entrusts to Axiocap the processing of Personal Data carried out using the Axiocap Solution as well as the hosting of this Personal Data.
The treatments or processing operations entrusted are therefore:
- treatments in accordance with Axiocap's functionalities: management of the register of movements, online meetings, management of electronic signatures, etc.;
- the possible consultation of Personal Data when an Axiocap maintenance operation is necessary;
- the creation of agent and user accounts based on data transmitted directly and/or through a third party reseller or agent;
- the management of agent and User accounts;
- the migration of Personal Data where appropriate;
- the hosting of Personal Data processed using the Solution.
- La transmission aux Clients et Utilisateurs d’informations techniques et fonctionnelles sur la Solution mais aussi à des fins commerciales.
The Customer alone determines the purposes of the processing of Personal Data and the means of this processing.
The Customer is responsible for the processing of this Personal Data. Axiocap is a subcontractor of the Customer for the treatments indicated above.
The treatments performed subcontracted by Axiocap on behalf of the Customer are carried out as long as the Customer uses the Solution.
1.3 Description of the personal data processed
The Personal Data processed by Axiocap on behalf of the Customer are those of the following Data Subjects:
- Users;
- persons whose personal data is indicated in the documents generated by the Solution (AG minutes, register of movements of shares, etc.) and who do not use the Solution themselves, or persons whose personal data is indicated in the Solution by the Data Controller (shareholders, partners, employees, etc.).
The Data Controller guarantees to its AXIOCAP Subcontractor that it has a Personal Data processing agreement with its customers, including its subcontractors, and that the subcontractors can process the Personal Data of the persons concerned for the purposes set out by the Data Controller.
The categories of Personal Data are identification data, marital status, contact data, information relating to the person's position in the company.
The Customer guarantees Axiocap to collect only Personal Data necessary for the treatment it carries out and in accordance with legal rules.
If, during the contractual relationship, the type of Personal Data whose processing is outsourced evolves, and falls under other specific regulations (sensitive data for example), the Customer must inform Axiocap. The consideration of these specific regulations, if possible by Axiocap, may result in excess billing. If Axiocap cannot meet the requirements of these regulations, the Contract may be terminated without payment of any compensation and without Axiocap being held liable.
2. Declarations
The Subcontractor declares to comply with all applicable data protection rules, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data (“RGPD”) and Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, together referred to as “rules applicable to data protection”.
The Subcontractor declares to present all sufficient guarantees to meet the requirements of the applicable data protection rules and, more particularly, to guarantee the confidentiality and protection of the Customer's data.
The Subcontractor declares that all of its employees who process the Customer's personal data are bound by a confidentiality clause or by any other legal act (e.g. rules of good conduct, information systems charter, etc.) to guarantee the confidentiality of the Customer's personal data.
The Subcontractor declares that it regularly trains and makes its employees aware of the applicable data protection rules.
The Subcontractor declares to process the Personal Data concerned only on behalf of the Customer, and of its own customers and Users.
3. Instructions
The Subcontractor undertakes to use the Customer's personal data only on documented instructions from the latter and in accordance with his instructions. Any use of Axiocap in accordance with its purpose, its T&Cs and/or this Agreement is considered as an instruction.
The Customer undertakes to inform the Subcontractor of any modification of the instructions that may be carried out regarding the use of his personal data.
The Subcontractor must notify the Customer, as soon as possible, if the latter's documented instructions constitute a violation of applicable data protection rules.
4. Compliance by default and by design
The Subcontractor provides its service as is, in compliance with i) compliance of the service by design and ii) compliance of the service by default.
The Subcontractor provides a service accompanied by all the functionalities allowing the Customer to comply with its obligations as data controller.
Consequently, the Subcontractor is never responsible for the use that does not comply with the applicable data protection rules of the service by the Customer.
5. security
The Subcontractor undertakes to guarantee the security of the Customer's personal data and to implement all technical and organizational measures appropriate to the type of Data processed and to the risks, in accordance with article 32 of the RGPD, necessary to prevent any risk of data breach.
6. Data breach
Axiocap reminds the Customer that it is their responsibility, in the event of a Personal Data breach, as Data Controller, to notify the supervisory authority and communicate to the Data Subjects required by articles 33 and 34 of the RGPD, as required by articles 33 and 34 of the GDPR.
Axiocap, as a Subcontractor, undertakes to report to the Customer any fact constituting an attack on the physical or logical security of its installations that may have an impact on Personal Data and to take any measures to remedy it, which it must keep the Customer informed of, in accordance with legal or regulatory provisions or the recommendations of the personal data protection supervisory authorities applicable in this area.
The Subcontractor undertakes to notify the Customer, as soon as possible and after becoming aware of it, any data breach that may concern the Customer's personal data in order to enable the Customer to fulfill its obligations vis-à-vis the supervisory authority and, where applicable, vis-à-vis the Persons concerned.
The Customer must provide accurate contact details and update them with each change.
The Subcontractor undertakes to provide the Customer, in accordance with the provisions of article 28 of the RGPD, with all the information necessary for the treatment of the data breach by the Customer.
In the event of a data breach, the Subcontractor undertakes to take all necessary measures to remedy and reduce the impact of the breach on the Customer's personal data.
Except with the express, prior and written agreement of the Customer, the Subcontractor is not authorized to take charge of notifications of data breaches to the French supervisory authority, the CNIL.
Likewise, the Subcontractor is not, in principle, authorized to inform on behalf of the Customer the persons concerned by the treatments carried out under the Contract.
7. Security help and support
The Subcontractor provides the Customer, upon written request, with all the necessary and required information on the technical and organizational security measures to be implemented to guarantee the security of his personal data.
The Subcontractor provides the Customer, upon written request, with all the information necessary and required to ensure the completion of an impact assessment (“AIPD”) in direct connection with the service provided, it being specified that it would be, in this case, a billable service. However, the Subcontractor is not required to ensure or audit the security of the Customer or to carry out impact analyses (“IAPD”) in place and on behalf of the Customer. Any request additional to the provision of information may be refused and, possibly, an additional service at a price.
8. Help and assistance with the rights of the persons concerned
The Subcontractor shall provide cooperation and assistance (with the exception of legal assistance) to the Customer, to the extent reasonably necessary, and upon written request, all necessary and required information in order for the Customer to fulfill its obligation to comply with the requests of the persons concerned.
The Subcontractor executes, at the written request of the Customer, the technical actions to be taken so that the Customer can fulfill its obligation to respond to the requests of the persons concerned.
However, the Subcontractor is not required to manage individual rights requests in place of and on behalf of the Customer. Any additional request aimed at ensuring such management may be refused and, possibly, a chargeable additional service.
9. Subsequent subcontractors
The Customer expressly authorizes Axiocap to use subsequent subcontractors to carry out its mission.
If Axiocap were to use a new Subcontractor, or replace one, it would inform the Customer by email sent to the contact email address provided by the Customer.
The Customer may raise objections by registered letter with acknowledgement of receipt i) if the Subcontractor is one of its competitors, ii) if the customer and the Subcontractor are in a pre-litigation or litigation situation, and iii) if the Subcontractor has been the subject of a conviction by a data protection supervisory authority in the year of its recruitment by the Subcontractor. Each of these situations must be demonstrated.
In the event that the objection is admissible, the Processor has a period of 6 months from receipt of the objection to ensure compliance with the applicable data protection rules by this Subcontractor. If, after this period, the guarantees provided by the Subcontractor do not seem sufficient in the eyes of the Customer, the latter will then be authorized to terminate this Agreement, without Axiocap or the Customer being liable, nor any compensation paid, subject to respecting a notice period of one (1) month.
In all cases, the Subcontractor undertakes to recruit only subsequent Subcontractors who present the necessary and sufficient guarantees to ensure the security and confidentiality of the Customer's personal data.
As such, the Subcontractor undertakes i) to regularly check its subsequent Subcontractors and ii) to ensure that the contract concluded with the Subcontractor used as part of the service contains obligations similar to those provided for in the APD.
In any event, the Subcontractor remains responsible for the actions of the Subcontractor under the Contract.
10. Fate of personal data
The Customer informs the Subcontractor, in writing and before the end of the commercial relationship, of his choice i) to return the personal data to him and then to delete them and all existing copies or, ii) to directly delete the personal data as well as all existing copies, or iii) to transfer the personal data to a new service provider and then to delete them as well as all existing copies. Unless otherwise provided in the Contract, the last contingency must be the subject of a quotation from the Subcontractor.
In the absence of information by the Customer of his choice, the Subcontractor will directly delete the Customer's data as well as all copies within a period of six (6) months following the end of the commercial relationship.
Deleting data is irreversible. The Customer is therefore invited to recover his data before the service is stopped. In the event of deletion of the Customer's data by the Subcontractor, the Customer remains solely responsible for the disappearance of the data and for any consequences that may occur.
The Subcontractor certifies to the Customer, upon written request, that the personal data and all existing copies have been effectively deleted.
11. Audits
The Customer has the right to carry out an audit in the form of a written questionnaire once a year to verify compliance with this Agreement. The questionnaire has the strength of a commitment on honor that engages the Subcontractor.
The questionnaire may be communicated in any form to the Subcontractor who undertakes to respond to it within a maximum of three months from its receipt.
The Customer also has the right to carry out a technical audit, at its own expense, once a year and only in the event of a data breach or breach of applicable data protection rules and this DPA, in particular established by the written questionnaire, and insofar as these audits are not abusive and do not destabilize the service provided by Axiocap. The audit can only concern the service provided by the Solution to the Customer and in no case another Axiocap service.
The audit may be conducted either by the Customer or by an independent third party designated by the Customer and must be notified in writing to the Subcontractor at least thirty (30) days before the audit is carried out.
The Subcontractor has the right to refuse the choice of the independent third party if the latter is i) a competitor or ii) in pre-litigation or litigation with him. In this case, the Customer undertakes to choose a new independent third party to carry out the audit.
The Subcontractor may refuse access to certain areas for reasons of confidentiality or security. Under no circumstances will the auditor be able to access content, personal or non-personal data concerning other customers or data covered by trade secrets.
The audit report must be sent to Axiocap as soon as finalization and will be subject to confidentiality. Axiocap will have thirty (30) days to comment on this report.
In the event of a failure identified and proven during the audit, the Subcontractor undertakes to implement the necessary measures to be in compliance with this Agreement.
12. Data transfers outside the European Union
The Subcontractor undertakes to do what is necessary not to transfer the Customer's personal data outside the European Union or not to recruit a subsequent Subcontractor located outside the European Union.
However, in the event that such transfers are necessary under the Contract, the Subcontractor undertakes to implement all the mechanisms required to supervise these transfers, such as, in particular, concluding standard data protection clauses (“SCCs”) adopted by the European Commission.
13. Cooperation with the supervisory authority
When it concerns the treatments implemented under the Contract, the Subcontractor undertakes to provide, on request, all the information necessary for the Customer so that it can cooperate with the competent supervisory authority.
14. Contact
The Customer and the Subcontractor each designate an interlocutor who is in charge of this ADP and who is the recipient of the various notifications and communications that must occur under the ADP.
The Subcontractor informs the Customer that he has appointed Dipeeo as Data Protection Officer who can be contacted at the following contact details:
Email: dpo@axiocap.com
Postal address: Société Dipeeo SAS, 95 Avenue du Président-Wilson, 93100 Montreuil, France
Phone number: 09 86 23 21 29
15. Revision
The Subcontractor reserves the right to modify this Agreement in the event of changes in the applicable data protection rules which would have the effect of modifying one of its provisions.
16. Responsibility
Axiocap can only be held liable in the event of direct damage caused by treatment for which Axiocap did not comply with the obligations provided for by the RGPD which are specifically incumbent on subcontractors or for which it acted outside of or contrary to the Customer's lawful instructions.
Axiocap cannot be held liable for any indirect damage (loss of customers, loss of turnover, etc.) nor for any direct damage caused by the Customer himself, by a third party or in a case of force majeure.
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This version of the CGUV is dated 17/05/2024.
