Please read these terms carefully before using the OctaEdge platform.
Between the CLIENT, who accepts these Terms of Use online and whose identity is specified in the account registration or associated subscription details, and OCTAEDGE, a simplified joint-stock company (SAS) with a capital of €265, registered with the Paris (France) Trade and Companies Register under number 943842005, hereinafter referred to interchangeably as "the PUBLISHER" or "OCTAEDGE", the following has been agreed.
The "application": an application platform supporting "Business Development" activities with, in particular, functionalities for generating commercial & financial proposals to prospects. This application also integrates Artificial Intelligence Agents (AI Agents), specifically developed by OCTAEDGE to make the best use of the capabilities of market Artificial Intelligence tools and particularly LLMs (Large Language Models). This application is created and published by OCTAEDGE. The CLIENT dispenses the PUBLISHER from a detailed description of the application having had a detailed demonstration and thus verifying its adequacy to their expectations.
The "content": designates any content that the CLIENT will introduce into the application, manually or through the use of AI Agents or by importing files, and in particular, but without this list being limiting, information concerning the CLIENT's prospects and clients, information on projects carried out by the CLIENT or for which they have tendered without being retained, the CLIENT's methods, the CLIENT's references and experiences, the CVs & profiles of the CLIENT's teams. Some of this information may contain personal data.
The present contract aims to define the conditions under which the PUBLISHER grants the CLIENT, for valuable consideration and temporarily, a license to use the application, in a non-exclusive and non-transferable manner, for their own needs.
The present terms of use and the license to use take effect on the day of their acceptance. However, the license to use takes effect on the day the application is made available if this date is later than the acceptance date.
It is concluded for the duration specified in a separate agreement between the CLIENT and the PUBLISHER. It may then be renewed by tacit renewal for periods of 1 year, unless otherwise stipulated in the separate agreement.
It may be terminated by either of the two parties at each annual due date by registered letter with acknowledgment of receipt, subject to respecting a notice period stipulated, if applicable, in the separate agreement.
The CLIENT acknowledges and accepts that these general conditions may be modified by the PUBLISHER. The latter undertakes that the new general conditions will be notified by registered letter with acknowledgment of receipt to the CLIENT no later than 2 months before the next tacit renewal date of the terms of use. The CLIENT acknowledges and accepts that they will then have 15 calendar days from receipt of their notification to inform the PUBLISHER of their acceptance or refusal. The CLIENT's silence constituting acceptance of the new general conditions. In case of acceptance, the CLIENT acknowledges and accepts that the new general conditions will apply, without further formalities, to the next periods of tacit renewal of the terms of use.
In case of non-compliance by either party with an obligation stated, the present terms of use may be terminated by operation of law thirty (30) calendar days after formal notice to remedy it by registered letter with acknowledgment of receipt not followed by effects.
No compensation of any nature whatsoever is due to the CLIENT by the PUBLISHER in case of termination of the present terms of use or non-renewal thereof.
The PUBLISHER ensures the hosting of data related to the use of web services and the application throughout the duration of the license to use and undertakes to keep them strictly confidential. The PUBLISHER may use one or more hosting providers to ensure the service and remains responsible for the subcontractor(s).
Access to hosted data, associated web services and the application is available continuously throughout the duration of the license, subject to accidental interruptions (failures, errors, network connection breaks or electrical power supply) or necessary for the proper functioning of the hosting service.
The PUBLISHER reserves in particular the right to proceed with interruptions of the hosting service for the needs of the execution of maintenance operations (hardware changes, error corrections, updates, security flaw corrections), and undertakes, insofar as possible, and except in exceptional situations, to proceed with these interruptions during periods of least use of web services and the application by the CLIENT.
The PUBLISHER undertakes to inform the CLIENT, as soon as possible, of any planned interruption of the hosting service for the needs of the execution of maintenance operations of the hosting infrastructure exceeding sixty (60) consecutive minutes.
At the end of the license to use, and after a period of 90 days, the PUBLISHER is authorized and undertakes to destroy the hosted data. The CLIENT acknowledges and accepts that at the end of the license duration, they can therefore no longer access the hosted data but can only request within 90 days of termination a raw export of the data in csv format and this, without any guarantee of reversibility or compatibility.
The PUBLISHER grants the CLIENT a right to use its application. This license remains valid for the duration of the present Terms of Use, provided that the CLIENT does not breach any of its provisions and continues to make all applicable payments.
The CLIENT does not benefit from any exclusivity. Furthermore, the present license is non-transferable and is granted in consideration of the person, know-how and knowledge of the CLIENT.
The PUBLISHER grants the CLIENT the right, on a non-exclusive and non-transferable basis, to make the reproductions necessary for the loading, display on an interface, execution, transmission of the application, within the meaning of article L 122-6 of the intellectual property code.
The PUBLISHER grants the CLIENT the right, on a non-exclusive and non-transferable basis, to represent the software by any digital, electronic, computer, or analog communication process to the public and in particular by any network (internet, intranet), with or without wire, by mobile or fixed telephony, and by any means according to the state of the art when these representations are necessary to use the application for their own needs.
The PUBLISHER grants the CLIENT the right, on a non-exclusive and non-transferable basis, to use the application for their own needs.
The PUBLISHER reserves the right of correction of the application in accordance with the provisions of article L 122-6-1-I of the intellectual property code.
Information relating to interoperability within the meaning of article L 122-6-IV of the intellectual property code must be requested in writing from the PUBLISHER.
During the duration of the subscription, the PUBLISHER corrects errors or anomalies (hereinafter incidents).
Reporting is done by email to support@octa-edge.com.
The PUBLISHER's intervention will take place during working hours and days.
The PUBLISHER undertakes to intervene on the working day following the declaration of the incident if it was made before 12h. This obligation being interpreted as an obligation of means on the part of the PUBLISHER.
The PUBLISHER is relieved of its maintenance obligations in the following cases:
Maintenance does not include:
The CLIENT accepts that the PUBLISHER may, without notice and at any time, modify the functionalities of the application by addition, deletion or modification of the latest version as long as the functional coverage is not reduced for the CLIENT. The CLIENT acknowledges and accepts that the PUBLISHER may ask them to update certain software necessary to use the application and that failing to comply, all or part of the functionalities of the applications may no longer be accessible or be degraded.
The methods for determining the price and payment are subject to a separate agreement between the CLIENT and the PUBLISHER.
In the case where specific developments would be necessary to adapt an application to the particular needs of the CLIENT, they will be the subject of a prior quote established by the PUBLISHER and an agreement on the price invoiced to the CLIENT.
Prices are payable within thirty (30) days, date of invoicing by the PUBLISHER, unless otherwise agreed.
Payment delays automatically result in a late penalty calculated on the basis of 3 times the legal rate. The amount of the flat-rate compensation for recovery costs provided for in the twelfth paragraph of i of article l 441-6 of the commercial code is set at 40 euros excluding tax (article 1 of decree n°2012-1115 of October 2, 2012). Direct debit rejection fees are invoiced to the CLIENT. In case of payment delay, the PUBLISHER reserves the right to suspend access to the application and its maintenance services, without prejudice to other possible remedies.
Upon agreement of the Terms of Use and for a period of five (5) years following the termination of the agreement for any reason whatsoever, each party undertakes not to disclose or allow disclosure by its employees, agents or assigns, information of any nature, in particular technical, financial and commercial concerning the OCTAEDGE application, the activity or the company of the other party, of which it may have become aware during the negotiation or execution of the Terms of Use.
The PUBLISHER undertakes in particular to take the necessary technical and organizational measures to:
The CLIENT agrees that the PUBLISHER exercises no control over their content and therefore undertakes to respect and ensure respect by their teams of all legal and regulatory requirements, in particular those related to personal data.
The PUBLISHER guarantees that the application is original and does not violate the intellectual property rights of a third party recognized by the laws and regulations applicable in France (FR).
The application and web services are provided without any other warranty of any nature whatsoever. The PUBLISHER does not guarantee in particular that the application and web services do not contain errors or operating anomalies.
The PUBLISHER cannot be held responsible for direct or indirect damages, material or immaterial, consequential or non-consequential, including loss of clientele, loss of operation, loss of opportunity, that the CLIENT, or their own clients, could suffer as a result of the use of the application and web services and this whatever the generating fact or the causal link except for the warranty of peaceful enjoyment specified in the first paragraph of the present article.
If this limitation of liability were recognized as null by a law or regulation, the parties agree that the PUBLISHER's liability cannot be engaged beyond two (2) times the amount excluding tax corresponding to the unit price of one year of subscription. This liability is contractually prescribed one (1) year after the generating fact in question.
The PUBLISHER does not guarantee the compatibility, interoperability of applications with any software, hardware, or network connection other than those indicated in article 16.
The PUBLISHER is the full and exclusive holder of the intellectual property rights on the application. The subscription does not transfer any of the intellectual property rights on the application to the CLIENT.
The latter is in particular not authorized to modify, adapt, arrange, translate or decompile the application or to use all or part of the application for the development, production, commercialization of software or a database whose expression or content would be identical or similar.
The CLIENT is for their part the full and exclusive holder of the property rights on the content of the information that has been integrated into the application during its use.
The CLIENT grants the PUBLISHER the right to access the content in order to operate the application, ensure its security and provide support to users if needed.
The PUBLISHER undertakes not to train/reinforce the AI Agents of the application with the CLIENT's content.
The beneficiary of the license to use is responsible for the processing of personal data carried out through the application and web services. If applicable, when personal data is exchanged, each party undertakes to respect the applicable regulations on the processing of personal data and in particular law n° 78-17 as amended of January 6, 1978 relating to computing, files and freedoms as well as the general regulation on data protection known as "GDPR". The obligations of the data controller and subcontractor within the meaning of the computing and freedoms law and the GDPR are defined in annex 1.
The parties expressly agree that the PUBLISHER is released from its obligations under the present terms of use in case of force majeure. In addition to the cases of force majeure usually recognized by laws and courts, interruptions in the supply of electricity or telecommunications services by public or private operators exceeding 48 hours constitute a case of force majeure within the meaning of the present terms of use.
The PUBLISHER and the CLIENT constitute autonomous legal entities. No provision of the present terms of use may be interpreted as creating a joint venture, de facto company, mandate, between the parties or any relationship of subordination.
The PUBLISHER may subcontract all or part of its obligations to a third party of its choice but remains responsible for the subcontractor.
When the CLIENT subscribes to the PUBLISHER's services, it is understood between the two parties that the electronic evidence means administered by the www.octa-edge.com site will be the only proof between them. OCTAEDGE's computerized records will be considered by both parties as proof of communications, orders, subscriptions, payments and transactions that occurred between the parties.
The provisions of the present terms of use and any separate agreement between the CLIENT and the PUBLISHER express the entirety of the agreement concluded between the parties. They prevail over any previous proposal or provision or agreement, as well as over any other communication between the parties relating to the object of the terms of use.
No document may generate obligations under the subscription if it is not the subject of written consent between the two parties.
If any of the stipulations of the terms of use is null in view of a rule of law or a law in force, it will be deemed unwritten, but will not result in the nullity of the terms of use.
The CLIENT acknowledges and accepts that the present terms of use is transferable or transmissible by the PUBLISHER.
Software:
Network:
The present terms of use are subject to French law (FR).
In case of dispute, express jurisdiction is attributed to the competent Courts of PARIS (FR-75) including for procedures on request or in summary proceedings.
Each Party elects domicile at the address indicated in the separate agreement between the CLIENT and the PUBLISHER. Any document must therefore be sent to the elected domicile.