These general terms and conditions (hereafter the "Terms and Conditions") are issued by Sarus Technologies, a French société par actions simplifiée with share capital of 12,022.00 euros, listed on the Paris Trade and Companies Register under No. 879 906 055, the registered office of which is at 128, rue La Boétie – 75008 Paris (hereafter: "Sarus").
The Terms and Conditions define the terms under which Sarus allows the Client to use the Solution and supplies associated services. In the absence of a formal order by the Client, Sarus is not obliged to supply the Solution or to perform all or some of the associated services. It is expressly agreed that the sending by the Client of an order implies the Client's full, complete and unreserved acceptance of these Terms and Conditions, which it acknowledges to have received and read.The order, the Terms and Conditions and any appendices and amendments thereto constitute the "Agreement", which supersedes any previous document relating to the same subject matter as well as the Client’s general terms and conditions of purchase.
Sarus has developed and operates an innovative software solution, to be either installed by its client (hereafter the “Client”) on its own computer systems and servers (hereafter: “Self-Managed Mode”) or used from Sarus’s servers (hereafter: “SaaS Mode”), which allows users authorized by the Client to perform mathematical analyses of the Client’s data while complying with the privacy policies set out by the Client (hereafter the "Solution"). Its functionalities and specifications are described in Annex 1.
The Terms and Conditions define the terms under which Sarus allows the Client to use the Solution and supplies associated services. In the absence of a formal order by the Client, Sarus is not obliged to supply the Solution or to perform all or some of the associated services. It is expressly agreed that the sending by the Client of an order implies the Client’s full, complete and unreserved acceptance of these Terms and Conditions, which it acknowledges to have received and read.
The order, the Terms and Conditions and any appendices and amendments thereto constitute the "Agreement", which supersedes any previous document relating to the same subject matter as well as the Client’s general terms and conditions of purchase.Sarus and the Client are hereinafter referred to collectively as the “Parties” and individually as a “Party”.
1.1. Pursuant to and for the term of the Agreement, Sarus undertakes to supply the Solution and the associated services to the Client, under the conditions and according to the specifications defined in Annex 1, from the date agreed and/or according to the deadlines set by the Parties.
As such, Sarus undertakes to cooperate with the Client’s personnel, to provide material, technical and human resources as well as to take all reasonable care when performing its services, in accordance with:
- legal and regulatory provisions relating to its activities,
- best industry practices, and
- generally accepted principles of how differential privacy protects personal information.
1.2. In the event that the Client wishes to benefit from additional services to the services ordered, the financial and implementing conditions of those additional services will give rise to a specific order. Once it has been accepted and formalised by the Parties, those additional services shall be deemed to form an integral part of the Agreement.
2.1. The Client shall:
- put Sarus in contact with any persons useful for the proper configuration and use of the services;
- inform Sarus of any events concerning it which may affect the smooth running of the Agreement; and
- enforce Sarus’s intellectual property rights
2.2. The Client is solely responsible for its use of the Solution, including of the information, data and contents the Client will request the Solution to mathematically process as well as of its use of the results of the mathematical analyses produced by the Solution.
When using the Solution in SaaS Mode, the Client grants, for the terms and solely for the purposes of the Agreement, a worldwide licence to use the intellectual property rights attached to the information, data and contents provided to Sarus, in order that the Solution processes them.
3.1. In return for the performance of the services and the supply of the Solution by Sarus, the Client undertakes to pay the sums defined in Annex 2.
3.2. Unless otherwise stipulated, invoices shall be paid by the Client within thirty (30) days as of month-end from their issue date, on the dates and/or within the deadlines agreed between the Parties.
Any late payment will result in the automatic application, without the need for prior written notice, of late payment interest equivalent to three (3) times the statutory interest rate in force per month of delay, pro rata temporis as well as fixed compensation of forty (40) euros, for recovery costs. Late payment interest will be calculated monthly and must be paid at the same time as the principal amount payable.
4.1. The Agreement does not transfer any intellectual property rights from Sarus to the Client; the Client acknowledges and agrees that all rights relating to all or part of the Solution are exclusively held by Sarus, which remains the sole holder thereof.
Sarus grants the Client a license to access and use the Solution either in Self-Managed Mode or in SaaS Mode, under the conditions defined in Annex 1, under the limits, restrictions and for the term set out in the Agreement.
The license to use the Solution is personal, non-exclusive, non-assignable and non-transferable. It is granted to the Client on the following terms:
- on a worldwide basis;
- solely for the term of the Agreement;
- solely for the Client’s own business purposes;
- including all subsequent versions of the Solution released by Sarus during the term of the Agreement, it being specified that Sarus reserves the right to modify the source code of the Solution at any time to correct any errors or for development purposes.
4.3. In order to verify the Client’s compliance with Sarus’ intellectual property rights and with the limits of the license to use the Solution granted to the Client herein, the latter undertakes, upon Sarus’ request and not more than once per calendar year, to enable any independent auditor selected by Sarus to have access to the Client’s premises and to control the Client’s servers, computer systems and/or IT documentations.
The Agreement is then automatically renewed by tacit agreement, under the same terms, for successive periods defined in the order, unless it is terminated by either Party by email with acknowledgement of receipt, giving fifteen (15) days’ notice before the end of the then-current contractual period.
5.2. Without prejudice to any additional damages for the Party initiating early termination, the Agreement may be terminated early at any time, in the event of breach by the other Party of any of its essential obligations which has not been remedied within thirty (30) days of formal notice sent by registered letter with acknowledgement of receipt.
In particular, it is expressly agreed between the Parties that Sarus may terminate the Agreement in the event of breach by the Client of its obligations relating to compliance with Sarus's intellectual property rights and confidentiality and/or in the event of repeated non-payment of sums payable under this Agreement.
5.3. At the end of the Agreement for whatever reason, the Client shall pay all outstanding sums to Sarus and shall immediately stop using the Solution, removing and deleting it from its servers and computer systems, with evidence of such deletion to be supplied to Sarus. Subject to the Client’s compliance with the aforementioned obligations, Sarus shall return all the Client's information, data, files and/or other elements used or implemented in the Solution. These shall be returned within the deadlines and on the media agreed between the Parties.
6.1. Sarus represents and warrants to the Client that it has no information or reason to believe that the supply and/or use of the Solution infringes any third-party intellectual property rights. However, if any of the elements licensed by Sarus to the Client under the Agreement constitutes an infringement of third-party intellectual property rights, Sarus may, at its sole discretion:
- obtain, at its own cost, the right for the Client to continue using the element at issue, subject to the agreement of the third party concerned, or
- replace that element with another element that meets the requirements of the Agreement and is not disputed by third parties, or
- terminate the Client's user right and refund the corresponding proportionate amount of the price paid by the Client.
6.2. Sarus cannot, in any event, be held liable:
- in the event of loss suffered by the Client as a result of:
* the use and/or modification of the Solution by the Client, or any other third party, in a manner that does not comply with the provisions of the documentation and/or the Agreement and/or with any instruction that Sarus has communicated to the Client;
* the use of the Solution with computer software and/or hardware that is not compatible or is non-compliant with Sarus’ technical requirements;
* the intervention of any third party on the Solution, with the exception of those Sarus itself has appointed, who have not been authorised to intervene by Sarus in writing in advance;
* the accidental destruction, by the Client or by any other third party irrespective of the circumstances, of the data processed via the Solution;
* the interruption or slow-down of the Solution caused by technical uncertainties of the internet and/or related to the Client's own computer systems or servers;
* any loss of data caused by the Client's failure to comply with Sarus’s recommended measures; and
- in the event of indirect loss suffered by the Client including, but not limited to: commercial loss, loss of orders, turnover, any commercial disruption, loss of profit or damage to brand image, loss resulting from the use of or inability to use the Solution or elements supplied, presented and/or made available by Sarus. The Client will be responsible for taking, in particular, all measures to ensure the backup, security and integrity of all data and information that it transmits to Sarus and/or enters and processes on the Solution.
In all cases where Sarus’s liability is established, irrespective of the nature, basis and terms of the action brought against it (including in the event of action by a third party), it is expressly understood that Sarus’s liability under the Agreement may not exceed the amount of remuneration paid by the Client to Sarus over the last six (6) months of performance of the Agreement.
7.1. The Parties each undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 and Law No. 78-17 of 6 January 1978 on data processing, files and freedoms. To this end, when the Solution is used by Client in SaaS Mode, they shall comply with the conditions defined in Annex 3.
7.2. In general, any information relating to the Agreement, the Solution, the associated services and technical and commercial information, organisation, human resources or the methods of a Party constitutes confidential information. The same shall apply to all information disclosed to the other Party and/or of which it may become aware in connection with the Agreement.
Each Party undertakes during the term of the Agreement and for five (5) years from the date of termination of the Agreement, for whatever reason, to ensure that the said information:
- is protected, kept strictly confidential and processed with the same level of precaution and protection as it grants to its own confidential information of equal importance;
- is only transmitted to members of its staff, third-party service providers or subcontractors who need to know it and is only used by them to perform the Agreement;
- is not used, in whole or in part, for a purpose other than that defined in this clause without the prior written consent of the other Party and is not -in particular- sold, assigned, leased or commercially exploited; and
- is not copied, reproduced or duplicated, in whole or in part, except where necessary to perform the obligations under the Agreement and/or without the prior written consent of the other Party.
If, as a result of a force majeure event in accordance with article 1218 of the French Civil code, either Party is required to interrupt the performance of the Agreement, the obligations affected by that event shall be suspended for the time that the Parties are unable to perform them.
The Party invoking such force majeure shall notify the other as soon as possible, do its best to limit the consequences thereof and find an alternative solution and resume, if possible, the performance of its obligations immediately after the force majeure has ceased.
In the case where it is not able to resume performance of the Agreement within eighty (90) days of the force majeure event, the Parties will meet to discuss a possible modification of the Agreement. If such discussions fail and/or if force majeure renders the performance of the Agreement definitively impossible, the Agreement may be terminated by either Party, without any compensation being payable to either Party.
