Version valid in 2023
At LegalProd, we believe it’s important to establish a good relationship with our customers, and we want to be as transparent as possible. With this in mind, we’ve tried to set out clear, easy-to-read terms and conditions. If you have any questions about our terms and conditions, we’ll be happy to answer them.
These general terms and conditions of sale (hereinafter referred to as the “GTCS”) apply in France to all proposals, offers, legal relationships and all contracts with LegalProd, société par actions simplifiée, 34 AV CHAMPS ÉLYSÉES 75008 Paris, RCS Paris 900 029 422, under which services are provided by LegalProd.
They may only be modified by express written Special Conditions, signed by a person duly authorized by LegalProd for this purpose. They constitute an integral part of the Contract established between LegalProd and the Customer and prevail over all other contractual and commercial provisions whatsoever, including those appearing on the Customer’s commercial documents. Acceptance of these terms and conditions by the Customer implies waiver of the right to invoke its own general terms and conditions, if any.
In any event, LegalProd’s temporary inactivity in invoking any of the clauses of these GTC shall not be interpreted by the Customer as a waiver by LegalProd of its right to invoke any of the said conditions at a later date. Unless otherwise expressly stipulated, in the case of successive contracts, the most recent contractual provision cancels the previous one when these two provisions are contradictory.
All proposals and other statements made by LegalProd are without obligation, unless otherwise indicated by LegalProd in writing. The Customer is responsible for the accuracy and completeness of the requirements, service specifications and other data transmitted by it or on its behalf to LegalProd and on which LegalProd has based its proposal.
These terms and conditions are regularly updated and available on the LegalProd website.
The Customer must be a legal professional (natural or legal person) acting for the needs of his professional activity.
Price corresponding to one or more services provided by LegalProd during the term of the contract and billed monthly.
User designated by the customer and specifically responsible for opening user accounts and managing logins.
Malfunction degrading or paralyzing the operation of the services or one or more of their functionalities.
Customer service details
Individual or legal entity contractually bound to LegalProd
Access codes for online services provided by LegalProd to the Customer for use by Users.
Account enabling the customer to benefit from online services.
Conditions of implementation of the Services ordered by the Customer in execution of the Purchase Order
Set of documents defining and governing the roles, rights and obligations, in descending order of priority: the Special Conditions (SC), the Commercial Proposal, the Order Form, the Sepa Mandate, the Technical Requirements and User Guide and these General Conditions.
Correction of anomalies that do not lead to substantial modification of the functionalities of the services made available by LegalProd as part of the maintenance.
Refers to all content, information, documents and, in general, all customer data generated by the implementation of the Applications or processed by them.
Refers to data which, within the meaning of the French Data Protection Act of January 6, 1978 (amended by Ordinance n°2018-1125 of December 12, 2018), and the EU Regulation 2016/679 of April 27, 2016 on the protection of personal data, make it possible to designate or identify, directly or indirectly, a natural person.
Any new version of the applications including a new functionality or a regulatory adaptation.
Document describing the operation and functionalities of the services and including all instructions for use.
Information enabling the application to authenticate the administrator or a user
Application consisting of all instructions in object code, including their support as well as all updates and explanatory or technical documentation supplied to the Customer.
Corrective support services for the Software that do not involve rewriting a substantial part of the existing applications.
All the tools and interfaces made available to the customer to manage his business through dedicated interfaces.
Services provided by LegalProd in connection with the provision of the Service as described in the Order Form.
LegalProd’s commercial offer detailing the materials and services provided by LegalProd and its precise financial conditions.
Services offered in SaaS mode by LegalProd including the right to access and use the Software remotely by the Customer and Users, as well as hosting and maintenance of the Platform.
Persons authorized by the Customer to access the Service
There are major and minor versions. A major release is a new version of the Product. Minor Version: refers to an evolution of the Product within the same major version.
Definitions are capitalized and apply to the singular as well as the plural.
The purpose of these General Conditions is to define the conditions under which LegalProd undertakes to perform the Services for the Customer and to supply the Services described in the Order Form and under the conditions described in the relevant Special Conditions.
These General Terms and Conditions are supplemented by Special Terms and Conditions, which describe in detail the Services provided to the Customer for each type of Contract (these may include a purchase order and/or a quotation), and, where applicable, by additional provisions that may apply depending on the Service.The contractual documents are, in descending order of priority, as follows:
- Special conditions (purchase order or signed quotation) ;
- General terms and conditions of sale. § Appendix – Personal data processing.
These contractual documents constitute the entire agreement between the Parties (hereinafter referred to as “the Contract”) and supersede any previous written or verbal agreement.
The Customer may decide at any time, subject to LegalProd’s agreement, to order new Services and/or to complete the Service by signing new Special Conditions. </>
The Contract comes into force on the date of signature of the Special Conditions.
It is concluded for the Term defined in the Special Conditions.
At the end of this period, the Contract will be automatically renewed for an identical period, unless terminated by either Party by registered letter no later than three (3) months prior to expiry.
Any obligation which, expressly or by its nature, must remain in force after the expiration or termination of the Contract, will continue to produce its effects according to its own term.
OBLIGATIONS OF THE PARTIES
Obligations of LegalProd. LegalProd undertakes to carry out the Services and to provide the Service under the conditions defined in the Special Conditions and to provide the Customer with the useful information and advice necessary to carry out the Services and to provide the defined Services.
Customer obligations. The Customer agrees to cooperate with LegalProd in the performance of the Services. The Customer shall designate a person to be LegalProd’s point of contact for the purposes of performing the Contract. The Customer will provide LegalProd with documented instructions regarding the processing of personal data.
The Customer may obtain technical assistance by contacting LegalProd’s Customer Service Department either by telephone (01 84 80 43 79 – invoicing at the current rate) or by e-mail (contact[a]legalprod.com).
Principle. In consideration of the Services subscribed to by the Customer, the Customer shall pay LegalProd the price specified in the Special Conditions. Subscription prices may be revised by LegalProd.
In such a case, LegalProd undertakes to inform the Customer of any tariff modification at least one (1) month before the modification is applied, by any means (e-mail, information message on the site, on consumption statements, on invoices, etc.).
The Customer will then have the option of terminating the Contract on the anniversary date of the Contract under the conditions set out in the Termination article herein. In the absence of cancellation, the Customer is deemed to have accepted the price change for the renewed period.
Minimum. A minimum charge may be applied, as shown in the Special Conditions.
Trial period. A free trial period may be set up, the terms of which will be specified in the Special Conditions.
Revisions. The Price will be revised on each anniversary date of the Contract according to the evolution of the SYNTEC index (Chambre Syndicale des Sociétés d’Etudes et de Conseils), by application of the following formula: P1 = P0 x last available CI. Where : P1 = Revised price; P0 = Price in force on the revision date; Cl = Indexation coefficient calculated on March 1st of each year by applying the ratio between the SYNTEC index for the previous December and the SYNTEC index for December of the previous year.
Any modification or substitution of this index will apply automatically.
Terms of payment. The agreed Price is invoiced in accordance with the conditions set out in the Special Conditions. In principle, invoices issued by LegalProd are payable within thirty (30) days of the invoice date.
Delay. In the event of late payment, in addition to the legal fixed penalty of forty (40) euros provided for in article L. 441-10 of the French Commercial Code and set by decree, late payment penalties equal to three (3) times the legal interest rate in force will be payable on the day following the settlement date shown on the invoice.
In the event of a change in the amount of this lump-sum indemnity, the new amount will automatically replace that appearing in the present General Terms and Conditions or in the terms of settlement provided for in the Contract. Penalties for late payment and lump-sum compensation are payable ipso jure and do not preclude the application of an additional surcharge on the debt equal to all sums incurred, of whatever nature, for the recovery of the debt.
In addition, all sums due to LegalProd shall become immediately payable.
LIABILITY AND WARRANTIES
Responsibility. LegalProd’s obligations under the Contract are obligations of means. In the event that LegalProd’s liability is recognized for direct damages suffered by the Customer and exclusively attributable to a contractual fault on the part of LegalProd, it may not exceed, all liability grounds combined, per event and per “Contractual Year” (i.e., each twelve (12) month period from the effective date of the Contract), an amount equivalent to one (1) time the lump sum excluding VAT invoiced to the Customer for the Contractual Year in question.
LegalProd shall not be held liable for any indirect damage of any kind whatsoever, in particular operating loss, loss of data or any other financial loss resulting from the use of the Services provided by LegalProd. Likewise, LegalProd shall not be held liable for any damage caused by any use of the Services, Deliverables, Information and/or Data by the Customer that does not conform to normal use.
LegalProd will use its best efforts to ensure the continued operation and security of the Services, in accordance with professional practice and good engineering practice.
Warranty. LegalProd guarantees the conformity of the Services to the specifications described in the commercial and technical documentation. The Customer acknowledges having received from LegalProd the advice and information necessary for the proper functioning of the Services.
The Information and Services are provided without any contractual warranty from LegalProd. Their content and presentation are subject to modification, deletion or addition according to the evolution of the Services and the regulations in force.
The Information and Services provided by LegalProd are derived from the use and analysis of objective criteria without any influence or intervention by LegalProd on the results generated.
The Customer undertakes to comply with the legislation on canvassing and will use the data provided under its responsibility in compliance with the legal and regulatory provisions in force.
The Customer also undertakes to comply with French and European regulations relating to personal data, in particular with regard to the procedures for informing the persons concerned in the event of indirect collection (Article 14 of the RGPD).
In this context and in particular for these commercial operations by e-mailing, the Customer guarantees LegalProd against the legal and financial consequences of any recourse or claim from a third party relating to the use of files containing nominative e-mails.
LIMITS AND EXCLUSIONS
The Customer declares that he/she is fully aware of the characteristics and constraints of the Internet, and in particular the fact that the transmission of information and data over the Internet is only relatively reliable, despite the security measures that may be taken. It is the Customer’s responsibility to take all necessary measures to ensure that his computer configuration allows him to access LegalProd’s Services and to protect it against any intrusion or contamination.
The Customer therefore acknowledges that LegalProd shall not be liable in the event of unavailability or disruption of access to the Services or in the event of alteration of Deliverables, Information and Data due to force majeure, strike, act of piracy, fraudulent intrusion, any event beyond its control (telephone breakdown, computer network breakdown, power cut, etc.), or malfunction generated by defective computer or telematic equipment belonging to the Customer or made available to the Customer and belonging to a third party.), or malfunction caused by faulty computer or telematic equipment belonging to the Customer or made available to the Customer and belonging to a third party.
In the event of malfunction, unavailability or receipt of an unreadable message, the Customer must contact LegalProd’s services directly. Connection and transfer operations are carried out under the Customer’s responsibility.
INTELLECTUAL PROPERTY AND KNOW-HOW
Know-how. LegalProd will retain ownership of its own methods, know-how and tools used to perform the contractual services.
Services. The Customer has secure access to the Service by means of a personal identifier and a confidential password. The Customer undertakes to change his password on first access.
The creation, use and management of passwords must be strictly limited to the Customer’s internal needs and are the sole responsibility of the Customer.
The Customer undertakes to take all necessary measures to secure access to the Services and to make them accessible only to duly authorized persons. To preserve the confidentiality of the link, the Customer undertakes to ensure that each employee uses a password which will be changed as often as deemed necessary. LegalProd will never be held responsible or liable in the event of theft of identifiers, passwords or unauthorized use of access. The Customer undertakes to appoint a technical administrator to manage the accesses granted by LegalProd.
Ownership. The computer applications and related documentation are the property of LegalProd, in accordance with the provisions of the French Intellectual Property Code.
All components of the computer applications, including the interfaces made available to the Customer in the context of the execution of the present contract, the documentation and all other information or data provided by LegalProd to the Customer are and remain the exclusive property of LegalProd.
Consequently, the Customer shall refrain from any action likely to infringe, directly or indirectly, the intellectual property rights of the computer applications and, more generally, of the associated trademarks.
For the duration of the present contract, LegalProd grants the Customer, who accepts it, a personal, non-exclusive and non-transferable right to use the service, for the number of users and the number of connections specified in the Special Conditions, for the entire duration of the Contract.
This right of use is carried out by remote access from the Customer’s connection to LegalProd’s server from its server and solely for the use of the functionalities of the computer applications hosted within the framework of the use of the service and for the exploitation by the Customer of the results of the processing.
Any use not expressly authorized by LegalProd hereunder is unlawful, in accordance with the provisions of Article L.122-6 of the French Intellectual Property Code.
In particular, the Customer is prohibited from :
- Any representation, dissemination or distribution of computer applications and user documentation, whether in return for payment or free of charge, and in particular any networking;
- Any form of use of computer applications and user documentation, in any way whatsoever, for the purposes of designing, producing, distributing or marketing similar, equivalent or substitute services and similar, equivalent or substitute user documentation;
- Adaptation, modification, transformation, arrangement of computer applications and user documentation, for any reason whatsoever, including to correct errors;
- Any direct or indirect transcription or translation into other languages of software applications and user documentation;
- Any use for processing not authorized by the Customer ;
- Any modification or circumvention of the protection code, such as access codes or identifiers.
LegalProd is a software publisher likely to host company data, some of which may be qualified as personal data within the meaning of Regulation (EU) 2016/679 and the amended Act of January 6, 1978 on Data Processing, Data Files and Individual Liberties.Data controller. LegalProd may process personal data provided by its Customers for the purposes of managing commercial relations (contracts, orders, invoicing, customer relations service) and for prospecting purposes, in compliance with applicable regulations.
LegalProd is responsible for the processing carried out in this respect. Such processing is necessary for the implementation and, where applicable, the execution of the Contract concluded between LegalProd and the Customer, or for the execution of pre-contractual measures taken at the Customer’s request. Failure on the part of the customer to provide certain personal data could prevent the contract from being set up and, where applicable, its proper execution. LegalProd is the sole recipient of personal information relating to its Customers.
LegalProd takes care not to keep its customers’ personal data longer than is necessary to fulfill the purposes for which it was collected. This data is kept for the duration of the contractual relationship and the statutory limitation period, as well as any other retention period imposed by applicable laws and regulations. The Customer undertakes to provide the natural persons concerned with the information mentioned above.
Subcontractor. The provisions relating to processing under defined in the appendix – Processing of Personal Data.
The present contract may be subcontracted by LegalProd, which shall inform the Customer accordingly.
LegalProd may quote the Customer’s name for all informational and/or marketing purposes in accordance with custom.
LegalProd’s SaaS services, including but not limited to its functionalities, computer applications, data model, graphical interface, documentation, as well as the ideas, principles, know-how, methods underlying the SaaS services, algorithms, data organization, navigation, and any other element included in the SaaS services, hereinafter referred to as “Confidential Information”, are deemed confidential.
The Customer undertakes to ensure that confidential :
- Are protected and kept strictly confidential;
- Be treated with the same degree of protection as it accords to its own confidential information of equal importance;
- Not be disclosed, or likely to be disclosed, directly or indirectly, to any third party;
- Are disclosed internally only to those members of its staff who need to know the content;
- Be used only for the purpose defined in the preamble to this agreement and in the context of the performance of this contract exclusively, in particular never be used for the purpose of creating a competing or similar service;
- not be copied, reproduced or duplicated in whole or in part.
The Customer further undertakes to:
- Do not infringe intellectual property rights in any way;
- Maintain copyright and other proprietary notices on the various elements and documents communicated, whether originals or copies.
For its part, LegalProd undertakes to respect the confidentiality of the Customer’s data under the conditions set out in this contract.
The Customer undertakes to LegalProd not to develop, directly or indirectly, an identical or similar service, competing or for internal use, to the SaaS services covered by the present contract, throughout the duration of the contract and after its termination, whatever the cause, for a period of five (5) years, worldwide.
Both parties acknowledge that the present obligation is not disproportionate and corresponds to the express will of the parties.
Conciliation. In the event of difficulties of any kind, and prior to any legal proceedings, each party undertakes to refer the matter to a conciliator with a view to finding an amicable solution.
The Parties shall refer the matter to the conciliator at the initiative of the most diligent Party within eight days of receipt of the letter requesting the conciliation meeting.
The agenda is set by the party initiating the conciliation.
Termination for fault. In the event of a breach by one of the parties of its obligations hereunder which is not remedied within one (1) month of the sending of a registered letter with acknowledgement of receipt notifying the breach in question, the other party may automatically terminate or rescind the contract, without prejudice to any damages to which it may be entitled hereunder. Termination takes effect on the date of first presentation of the letter.
In the event of early termination of the contract by the Customer or in the event of default by the Customer leading to termination of the contract, all sums due until the end of the contract are due to LegalProd, without prejudice to any damages LegalProd may claim.
Termination for convenience. Either Party may terminate the Contract subject to three (3) months’ notice, which shall be sent to the other Party by registered mail with acknowledgement of receipt.
Initially, cases of force majeure will suspend performance of the contract.
If the cases of force majeure last longer than two months, the present contract will be automatically terminated, unless the parties agree otherwise.
By express agreement, the following events are considered to be cases of force majeure or fortuitous events, those usually retained by the jurisprudence of French courts and tribunals: war, riots, fire, internal or external strikes, lockouts, occupation of LegalProd’s premises, bad weather, earthquakes, floods, water damage, legal or governmental restrictions, legal or regulatory changes to forms of marketing, accidents of any kind, epidemics, pandemics, illness affecting more than 10% of LegalProd’s staff within a period of two consecutive months, lack of energy supply, partial or total shutdown of the Internet network and, more generally, of private or public telecommunications networks, road blockages and supply impossibilities, and any other event beyond the express control of the parties preventing normal performance of this agreement.
TRANSFER OF CONTRACT
The Contract may not be transferred in whole or in part, whether in return for payment or free of charge, by either Party without the prior written consent of the other Party.
In addition to the local social regulations applicable to them, LegalProd and the Customer undertake to respect the principles of the conventions of the International Labour Organization.
Each of the Parties undertakes not to offer, promise, accept or make payments and/or gifts (whether of money and/or any object of value whatsoever and/or any benefit whatsoever), directly or indirectly, to anyone with the aim of influencing or inducing anyone to influence decisions. LegalProd invites the Customer to consult its code of ethics published on its corporate website. For the provisions applicable to them, LegalProd and the Customer undertake to comply with Law No. 2016-1691 of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, known as the SAPIN II Law, and to observe the highest ethical principles in their activities.
APPLICABLE LAW AND JURISDICTION
This contract is governed by French law. This applies to both substantive and formal rules, regardless of the place of performance of substantive or ancillary obligations.
In the event of a dispute, jurisdiction is expressly attributed to the competent Paris courts, notwithstanding multiple defendants or the introduction of third parties.