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Terms of Sale

Last updated: September 25, 2023

The JARVIS LEGAL Service (hereinafter the Service) is a SaaS mode tool allowing the centralized management of the law firm and its files. The purpose of these Special Conditions is to define the conditions and terms of use of the Service.

The “Jarvis Legal” Service provides access to a collaborative work platform. It offers numerous possibilities including the creation and administration of customer files, entry of time, expenses, disbursements, discounts, invoicing, entry of payments, editing of credit notes, centralization, sharing, electronic management documents, organization of meetings, monitoring of employee production.

Use of all JARVIS products, software, services and websites (collectively referred to herein as “Services”) is governed by the terms of a legal contract between JARVIS and You. This document describes the content of the above-mentioned contract and defines certain terms of this contract.

ACCEPTANCE

“JARVIS” designates the company JARVIS SAS, with capital of 90 euros, whose head office is located at 230 rue du Quatre Septembre 9 Paris, registered in the Paris Trade and Companies Register, under number 75002 791 077.

When You adhere to this contract on behalf of a legal entity, You certify that You have the power to bind this person to these conditions, in which case the terms "licensee", "client", "stakeholder", "you", “your” or “yours”, spelled with or without capital letters, will refer to the said legal entity.

You certify that you are engaging with JARVIS in the context of a professional activity.

DEFINITIONS

« Administrator » designates the user who manages the Services and who determines the access rights of each User.

« Client » means the natural or legal person who registers and activates the Services provided by JARVIS and assumes responsibility for payments for these Services.

« Contents » means any data, information, image, file, sound, text, program, software, code, or element of any nature which would be exploited, distributed, stored, transmitted, emitted, collected, processed or made available directly or indirectly by means services.

« Contact information » designates all information relating to the Client for whom the Services are subscribed‌

« Subscription Plan » designates the specific conditions of access for the Client to the Services in return for payment of a fee payable (1) upon provision of connection identifiers to the Solution for a period defined when subscribing to the Services through an online form or the signing of a specific contract then (2) when adding, upon written instruction in any form by the Client, Services subsequent to the provision of connection identifiers to the Solution.

In the event of addition of Services (as defined in section (2) above), the additional fee payable will be calculated in proportion to the remaining duration of the period defined during the initial subscription to the Services through an online form or signing a specific contract as defined in section (1) above. The added Services will be permanently integrated into the Subscription Plan.

« speaker » designates the natural person who, following an invitation from the Client or the Administrator, has a Participant account and obtains access to the Services.

« Jarvis Legal » designates the online collaborative workspace provided by the Services.

« Services " or " Solution » designates access to all products, software, services and sites of the company JARVIS, in particular access to your Jarvis Legal regardless of the Subscription Plan chosen.

« Hosting service » means the hosting and systems management for the Services subscribed to in this agreement and provided by JARVIS on one (1) or more servers operated by or on behalf of JARVIS. 

REGISTRATION

To use the Services, You may be asked to complete and submit a registration form. As part of this registration process, You agree to: (i) provide current, complete and accurate information and (ii) maintain and update such information to keep it current, complete and accurate.

You are not permitted to register for the Services if You are under 18 years of age. By registering, You assure JARVIS that You are 18 years of age or older.

JARVIS may ask you to update, modify or complete your contact details, if JARVIS finds that some of your contact details are inaccurate, incomplete or obsolete,

You agree to be informed by means of any communication medium of new services, product launches and JARVIS announcements, changes to the conditions of use or billing for the Services.

SERVICE AND LICENSE GRANT

Subject to acceptance and compliance with these General Conditions and the Subscription Plan which will be chosen as well as payment of its price, JARVIS hereby grants to its Clients and to the Speakers invited by the latter a limited right to worldwide, non-transferable and non-exclusive to access and use the Services, this right cannot be granted by sublicense.

USE OF THE SERVICE IS PERSONAL. This means that each natural person designated as a Participant by the Administrator within the framework of the subscription taken out is the sole beneficiary of the Service. For reasons of overall performance of the Service, any shared use of access to the Service by several individuals, concurrent or not, will result in termination of the contract under the conditions described in article 11.1 below.

This right is granted from the date the solution is made available and until the expiration or termination of the Subscription Plan.

JARVIS is constantly innovating. JARVIS will make available to you the changes to the Service that it makes available to its other customers, at no extra cost to the extent that such provision is made at no extra cost to other customers. You acknowledge and agree that the form and nature of the Services provided by JARVIS are subject to change, subject to reasonable notice and a guarantee of non-regression in functionality or performance.

The Service is accessible via the Internet 24 hours a day, 24 days a week, except in cases of force majeure, subject to planned maintenance interventions necessary to ensure the proper functioning of the Service. These do not give rise to any compensation.

The Publisher undertakes to implement all means required to ensure good quality access to the Service.

The Customer declares to know and accept the characteristics and limits of the transmission of information via the Internet network, as well as the costs specific to connection to this network. It is his responsibility, in particular, to ensure that:

the technical characteristics of the equipment it uses, as well as the network speed of the internet connection, comply with the technical prerequisites in force at the time of the order and described in Appendix C, known and accepted by the Customer.
that the software he uses allows him access to the Service in good conditions in compliance with the recommendations described in Appendix C;

and to take all appropriate measures to be protected from contamination by possible malicious programs.

The Client is authorized to provide Stakeholders with access to its Jarvis Legal space. The Client is aware and acknowledges that he is responsible for the Participants to whom he has authorized access to the Services.

JARVIS is entitled to use subcontractors for the performance of obligations in accordance with this Agreement, subject to obtaining the prior consent of the Customer on a case-by-case basis. JARVIS is responsible for the work and services of subcontractors under conditions identical to those for its own work and services.

CONDUCT

You are solely responsible for your use of the Services, the Content of Your computers, in particular the Content downloaded, transferred, publicly edited, processed or entered in the Services, of Your account on your Jarvis Legal, of the management of your Jarvis Legal, and of any transmission when using the Services. However, JARVIS reserves the right, in its sole discretion, to take any action with respect to them that it deems necessary or appropriate.

The single upload of a file to Jarvis Legal or via the use of the local Jarvis Box client cannot exceed the size of 5 GB per file.

In the event of use of your Jarvis Legal exceeding the thresholds defined above, JARVIS will inform the Manager and the Parties will come together to agree on any subscription modifications to be made.

You agree not to reproduce, duplicate, copy, sell, market or resell the Services for any purpose.

You acknowledge that you are solely responsible (and acknowledge that JARVIS has no liability to You or to any third party) for any failure to comply with your obligations as set out in the Terms and for the consequences that such failure may have (including losses or damage suffered by JARVIS).

You agree to be responsible to JARVIS for all actions and non-actions of your employees and consultants, and any persons You invite into your Jarvis Legal.

PASSWORD AND SECURITY

During your registration, You create your own access code. Upon validation of your registration, you will receive an administrator password giving access to the Preferences menu. You agree to guard all Your passwords carefully and keep them confidential. You are solely responsible if You do not maintain the confidentiality of Your passwords and account information.

Your password is encrypted. It is not accessible to JARVIS employees.

If You have forgotten your password, or it does not work, You can enter a new password by clicking on the “Forgotten password” link on the Your Jarvis Legal home page.

You are solely responsible for all activities occurring under Your account. You agree to immediately notify JARVIS of any unauthorized use of Your account or any other known breach of security. Access to protected passwords and/or secure areas is reserved for Authorized Stakeholders only. Unauthorized individuals attempting to use the Service may be subject to legal action.

JARVIS cannot be held responsible for any loss/damage that You may suffer as a result of a third party's use of Your password, Your account, if applicable, with or without Your consent. However, if You are the Account Manager of your Jarvis Legal, You are held responsible for any losses that JARVIS or any other party may suffer as a result of such use.

JARVIS uses cryptology integrated into your browser to ensure the secure transfer of your information and documents when using the Services. In this regard, JARVIS uses a bank-grade Secure Socket Layer (SSL) certificate with RSA-type encryption and a 4,096-bit key.

PROPERTY

All content of websites and computer programs, software, products, interface graphics or other elements associated with the Services provided by JARVIS are protected by intellectual property rights belonging exclusively to JARVIS. This content may not be reproduced, translated, transcribed, or modified in any form or by any means without the prior written consent of JARVIS. You may not copy, modify, distribute, publish, transmit or create derivative works from any of this content.

Access to the Services and use of related products is licensed and not sold. This is a right of use granted exclusively under the conditions defined by the Subscription Plan subscribed, in particular with regard to the number of Participants, functionalities, assistance and storage space. .

The Licenses granted by the conditions do not give You any rights to the content of the websites, computer programs, software, and products associated with the Services provided by JARVIS, nor to the associated logos and other names, logos, icons and marks identifying the JARVIS products and services which must not be used without the prior written permission of JARVIS.

Any Content that You upload, transfer, publicly edit, process or input into the Services remains your exclusive property if You are the legal owner, including content generated via the Artificial Intelligence Module. JARVIS has no responsibility for these items. You guarantee that you hold all rights required for the exploitation of the Content that you use via the Services.

WARRANTY

JARVIS guarantees to the Client that it holds all intellectual property rights and titles on the Solution, including the Software and Specific Developments, which it has developed and/or has obtained all intellectual property rights and titles from third parties. necessary for the proper functioning of the Solution, excluding components developed by third-party companies to which the Client could have access within Jarvis.

JARVIS guarantees the Customer peaceful enjoyment of all the rights granted under this Contract against any disturbance, complaint, demand, recourse or action whatsoever emanating from a third party.

Consequently, JARVIS guarantees the Client against any action, claim, demand or opposition from any person invoking an intellectual property right over the Solution. JARVIS guarantees the Client in particular against any claims from third parties, any legal action on the grounds of counterfeiting, unfair competition or parasitism and more generally against any disturbance affecting the enjoyment of the rights granted.

In the event of any claims brought by a third party against the Client on the grounds that the Solution improperly appropriates, infringes or infringes an intellectual property right of the third party, Jarvis will defend the Client and must pay or reimburse the Client all the damages, costs and fees that the latter would have to pay to this third party, to the extent that they are awarded by a final court decision or agreed by settlement agreement. This warranty will only be acquired on the condition that the Customer: (1) immediately informs Jarvis in writing of this claim; (2) gives Jarvis sole control over the dispute and resolution of the claim, including the right to compromise; and (3) provide Jarvis with all assistance, information and authority reasonably necessary to contest and resolve the claim. Jarvis will only assume procedural expenses or settlements that it has expressly accepted in writing.

The obligations incumbent on Jarvis stipulated in article 8. Guarantees above are not applicable to damages, costs and expenses resulting from (1) any use of the Solution exceeding the scope of the Service and License Grant conferred by the these Conditions, (2) any modification or derivative work of the Solution made by or for the Client or (3) any use or combination of the Solution with any technology, software or computer hardware which contravenes the prerequisites expressed by Jarvis (and in particular a third-party Online Service), in the event that the alleged infringement could have been avoided by using the Solution without this technology, software or hardware.

JARVIS includes and makes available features from third-party providers, including an artificial intelligence module. Although these services are integrated, JARVIS does not explicitly or implicitly guarantee the performance, accuracy, reliability or completeness of the information or results generated by these third party services.

LIMITATION OF DAMAGES AND LIABILITY

In the event of major defects which seriously prevent the use of the Services and which are exclusively attributable to JARVIS (i.e. excluding solutions developed by third-party publishers), JARVIS undertakes to act to correct this default within a reasonable period of time taking into account the complexity of the default, starting from the written notification (by any means, including electronic communication to the address supportfr@jarvis-legal.com) which will be sent to him.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING LOST PROFITS, SAVINGS, REVENUE, DATA OR USE THEREOF, INCURRED BY THE OTHER PARTY OR A THIRD PARTY, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED BETWEEN THE PARTS. EXCEPT AS OTHERWISE PROVIDED BY LAW, JARVIS' LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ALLEGED BREACH OF THE CONTRACT, AND CANNOT BE LIABLE AFTER A PERIOD OF FORTY -FIVE (45) CALENDAR DAYS AFTER THE GROUNDS FOR THE CLAIM AROSE.

SUBSCRIPTIONS AND FEES

The Subscription Plan is taken out for the period specified in the contract and is tacitly renewable for periods of equal duration or for the period explicitly requested by the Customer.

The Customer may cancel their Subscription Plan according to the terms detailed in article 11.3 below.

The effective start date of the validity period of the Subscription Plan is set, unless specifically agreed by Jarvis, on the date of receipt of the connection identifiers to the Solution by the Customer. 

As part of the renewal of your Subscription Plan, the prices applied may be revised upwards by twice the increase in the SYNTEC index. Any increase in prices above this limit must be notified to You by any written means at least sixty (60) days before the expiration date of your Subscription Plan. ‌

To benefit from access to the Services, except for the free plan granted by JARVIS, You subscribe to a Subscription Plan whose characteristics will be determined (1) by the specific conditions (in particular the price and duration of the Subscription Plan) of the contract or the online form accepted by the Client and (2) by the instructions given by the Client to Jarvis in any written form, including by email, subsequent to acceptance of the specific conditions of the contract or the online form.

You will pay a periodic fee in accordance with the specific conditions (in particular price and duration) which are determined by the Subscription Formula agreed with JARVIS through the contract or online form accepted by the customer and the addition of Services upon written instruction of the client. The fee is payable by JARVIS upon delivery of the Solution connection identifiers to the Client.

Access to the Services and the use of the related products is a right granted exclusively under the conditions determined by the Subscription Plan subscribed, in particular for the number of participants, functionalities, assistance and storage space. defined by the Subscription Plan purchased which determines the characteristics of your Jarvis Legal.

Descriptions of the Services presented on the JARVIS Site www.jarvis-legal.com specify, for each Subscription Plan, the subscription duration, prices and features included in the plan. The Customer acknowledges having read it and having obtained all the information necessary to fully understand the Subscription Plan to which he subscribes. The Customer acknowledges that the Solution and Subscription Plan chosen correspond in every respect to the needs he has expressed and that he has read the exhaustive functional scope, including in the context of a subscription for additional Services carried out on the basis of written instructions formulated by him.

The Solution is delivered as is on the date of subscription to the Subscription Plan. JARVIS will take into account the requests for development and needs expressed by the Customer and undertakes to implement the means at its disposal to develop the Solution without this constituting an obligation for JARVIS or being considered as a reason for termination of the contract or fraud by the Customer.

Concerning online subscription, You acknowledge that You have had the opportunity to check the details of your Subscription Plan and its total price, and to correct any errors, before confirming it to express acceptance.

In the event that You cancel or terminate the bank card, direct debit authorization or any other means of payment allowing JARVIS to pay the Fee, or the means of payment expires, or the associated bank account does not was not sufficiently stocked, You must immediately provide JARVIS with a method of payment. failure to provide a means of payment usable by Jarvis constitutes a violation of these Terms.

JARVIS reserves the right to discontinue or modify any coupon, credit and promotional offer in its sole discretion. In addition, reductions or promotional offers are only valid for the first subscription period and are not renewed when licenses are renewed.

The duration of the Subscription Plan subscribed to the Contract cannot be reduced during the current period. The Subscription Package may be revised upwards (type of licenses, addition of modules and services, increase in the number of licenses, duration of commitment) at any time. Any changes to the Subscription Plan may be carried out on the instructions of the Customer in the manner described above and will be billed pro rata for the current period of the Subscription Plan being billed.

In the event that a payment default is repeated, payment of the subscription for the entire period subscribed in the Subscription Form must be made to JARVIS in full within thirty (30) days following the date issue of the invoice or initial payment request. Interest, as a penalty, may be required in accordance with the legislation in force for the period beyond this period. JARVIS will be authorized to charge a fee for any payment reminders and reserves the right to send reminder messages by any means.

JARVIS may suspend access to the Services if outstanding payments exceed thirty (30) days. Without prejudice to any sum due, in particular the payment of royalties until the end of the subscribed duration, JARVIS may also immediately terminate this Contract in the event of non-compliance with these Conditions, and in particular if the unpaid amounts exceed a period of sixty (60) days.

Early termination of the Contract will not give rise to any reimbursement of fees paid in advance, nor to any compensation.

TERMINATION

Notwithstanding the provisions of Article 10 (Subscription and fees), the Contract may be subject to termination under the conditions described below.

11.1 TERMINATION FOR BREACH

In the event of non-compliance by either Party with its obligations under the Contract, the Contract may be terminated at the option of the injured Party.

It is expressly understood that this termination may be pronounced thirty (30) days after sending a formal notice to comply sent by registered mail, which remains without effect, without prejudice to any damages and interest that may be due.

11.2 TERMINATION FOR EVENT OF FORCE MAJEURE

The Parties may terminate the Contract automatically and without formality by registered letter with acknowledgment of receipt addressed to the other Party, in the event that performance of the Contract is suspended for more than ninety (90) days. consequences due to the occurrence of a case of force majeure as understood by the French courts such as blocking, disruption or congestion of telecommunications networks, poor quality of electrical current, blocking of means of transport or supply for any reason, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory changes in forms of marketing , the destruction of premises following bad weather making it impossible to continue the activity.

The effective date of termination will be that of receipt of the registered letter.

11.3 TERMINATION WITH EXCLUSION OF BREACH AND FORCE MAJEURE

Unless otherwise agreed in writing with JARVIS, the total amount of royalties due for the subscribed subscription period remains definitively acquired and/or due, even in the event of termination of the Subscription Plan for any reason whatsoever.

The Subscription Plan is subscribed for the period specified in the contract or for the period specified through written instructions from the customer.

It is renewable by tacit agreement for periods of equal duration, unless denounced by registered letter with acknowledgment of receipt according to the following terms:

for monthly subscription plans: implementation of termination one calendar month less one day after receipt of the letter;
for all other subscription periods: at least 2 months preceding each expiry date.

To the following address : Jarvis, 9 rue du Quatre Septembre 75002 Paris or any other location specified in the SIRENE directory.

The end of the subscription immediately makes access to the Services unavailable.

JARVIS may, in its sole discretion, immediately terminate the subscription purchased with the license and right to use the Services if (i) You breach these conditions without remedying it within 8 days of written notice; (ii) JARVIS is unable to verify or authenticate the information provided by You to JARVIS; or (iii) such information is or becomes inaccurate.

JARVIS may decide, in its sole discretion, to discontinue offering the Services. In this specific case, the Customer has a period of 6 (six) months during which the Service will be maintained as is to ensure the continuity of the Service and allow the Customer to proceed, if necessary, with the recovery of its data. JARVIS shall not be liable to You or any third party for any termination of the Service or its use‌

Upon expiration or termination for any reason, You are no longer authorized to use the Services, You will no longer have access to the data and other materials You have stored in connection with the Services and such materials may be deleted by JARVIS.

Accordingly, You will need to ensure that You have the necessary backup copies.

ALL DISCLAIMERS, LIMITATIONS ON WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS EXPRESSED IN THESE TERMS (1) ARE ESSENTIAL TO THE AGREEMENT BETWEEN THE PARTIES AND (2) SHALL SURVIVE EVEN IN THE EVENT OF TERMINATION, EXPIRATION OR WITHDRAWAL OF THESE CONDITIONS.

JARVIS undertakes to maintain the execution of its services (including access to the Solution) in compliance with the conditions provided for in the contract, the effective end date of the Contract.

Despite the termination of this contract, for whatever reason, JARVIS undertakes to provide the reversibility service, under the conditions described in article 11 below.

In all cases, during the notice period, relations between JARVIS and You must continue in a loyal, sincere and normal manner, so as to ensure the same level of service until the end of the relationship between the Parties.

11.4 REVERSIBILITY

At the end of the Contract, whatever the cause, JARVIS undertakes to ensure, at no additional cost, the reversibility of the services covered by this Contract and the restitution of the Data hosted in the Solution, in order to allow the Client to resume or to have the Data taken over by any third party with a view to their integration into any other solution chosen by the Client.

JARVIS undertakes to return any document, data, file and information that the Client has provided to it as part of the execution of this Contract, and to transmit all necessary information or elements (including all Data and documents hosted in the Solution on an appropriate medium commonly used according to the state of the art) to the Client or to the third party chosen by the Client in order to facilitate the execution of its services.

All conditions applicable to reversibility must be determined in a reversibility plan established by the Service Provider in agreement with the Client and describing in particular the technical conditions of:

Restitution of Data, information, documents, in a standard market file format (.xls, .doc, pdf, .eml; etc.);
Transmission of information or elements necessary for reversibility for the Client or the designated service provider;
Technical assistance from the Client or the designated service provider, including the transfer of know-how and skills necessary for the resumption of activity;

In any event, JARVIS will provide at the Client's first request (and without being able to raise any exception, privilege or exception of non-performance) all of the Data in a standard market file format, accompanied by the physical and conceptual data model. .

Where necessary, JARVIS undertakes to ensure the continuity of its services covered by this Contract throughout the duration of the reversibility.

Notwithstanding the termination of the Contract, JARVIS will only be released from its obligations resulting from this article when reversibility has been fully ensured.

At the end of the reversibility service, JARVIS must provide proof, at the Client's request, of a certificate of destruction of all the Data previously hosted in the Solution.

RIGHT TO RETRACT

The Customer is informed when subscribing to a Subscription Plan for the Services that the contract takes effect immediately in accordance with article 10 of the T&Cs. When subscribing, taking into account the nature of the service and its immediate start of execution, the Customer expressly agrees by checking the box provided for this purpose, to waive his right of withdrawal in accordance with the article L.221-28 of the Consumer Code. 

SUPPORT, UPDATES, BACKUP‌

The Solution is subject to regular developments. By evolution we mean modifications that are made for the purposes of improving or enriching one or more functionalities of the product as well as the graphical interface and access to the different functions.

The Customer accepts that this maintenance may give rise to a temporary suspension of the Service and access to the Service. This suspension will take place as far as possible between 22 p.m. and 7 a.m. on working days. The Customer will be notified 24 hours in advance, by email or via the Service. It is understood that Jarvis makes its best efforts to ensure that these downtimes are reduced to the strict minimum so that users of the Solution are not disturbed in their use of the Solution.

The Parties will communicate via the telephone numbers and email addresses that the Client has indicated when registering for Jarvis Legal services and the email addresses present on the Jarvis Legal commercial sites.

The Customer has access to an internet support web space providing user guides, FAQs and videos. In the event of inability to resolve a question in this way, the Customer may request the assistance service, available from 9 a.m. to 18 p.m. on working days, provided that the Subscription Plan gives the right to this.

The support service will help Participants resolve technical difficulties encountered when using the Service, within the framework of reasonable use and respectful behavior towards JARVIS employees.

In the event of excessive use of the support service or inappropriate behavior of a Stakeholder, JARVIS reserves the right to suspend access to the support service to the Stakeholder or to all of a Client's Stakeholders. .

The support service offered to our Customers focuses only on solutions and modules developed specifically by our teams at JARVIS. We clarify that the support service is not equipped to resolve problems or difficulties arising from third-party services, software or subscriptions purchased or subscribed independently by the Customer. In other words, any problems encountered in relation to services such as Microsoft Office 365 or Delivract, to name just a few examples, are not the responsibility of our support service and therefore cannot be taken into account. charged by it. The Customer must therefore contact the support of third-party services directly to obtain assistance in resolving problems related to these services.

In the case of online assistance, JARVIS may, with the Client's prior consent, be required to connect to the Client's Jarvis Legal. In this case, JARVIS undertakes to keep confidential all information to which it has access and will not keep any trace or make any copies of the Customer's personal data.

Backups of files and database are ensured by JARVIS as described in appendix D. All Data in the Solution is redundant on a server operated by a separate host (OVH or GANDI) and geographically located on a site distinct, among the following sites: ROUBAIX, GRAVELINES, STRASBOURG, PARIS, FRANKFURT.  

CONFIDENTIALITY

JARVIS will keep strictly confidential the files, Data and information of any nature whatsoever communicated by the Customer, or to which it could access for any purpose whatsoever in the Old System or in the Solution, for the needs or within the framework of the execution of the Contract, including all Data hosted in the Solution.

JARVIS is informed of the fact that the Client is bound by particularly restrictive constraints in terms of professional secrecy and that the commitment made by JARVIS in terms of confidentiality constitutes an essential condition without which the Client would not have entered into a contract.

This obligation of confidentiality will survive the termination of this Agreement, regardless of the cause.

DATA AND PERSONAL DATA

15.1 With regard to the personal data contained in the Solution, the Parties acknowledge that the Client acts as data controller, within the meaning of Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data (hereinafter referred to as the "Regulation") and that JARVIS acts as a subcontractor, on behalf and on the instructions of the Client and will execute the services contributing to the creation and operation of the Solution in compliance with the provisions of the Regulations.

The Client's documents that JARVIS hosts or to which it could, in this context, have access, contain personal data which JARVIS recognizes and accepts.

Personal data – just like the Data – processed by JARVIS on behalf of the Client will remain the exclusive property of the Client.

The Client determines under his responsibility the object and purposes of the processing entrusted to JARVIS, the nature of the operations carried out on the personal data, the category of personal data processed, the categories of person concerned and the duration of the processing, as described in Appendix E.

Under the Contract, JARVIS undertakes to:

process personal data within the strict and necessary framework of the realization and operation of the Solution subject of the Contract, and to act only on the documented instructions of the Client for these said treatments, unless JARVIS is required to do so under European Union law or applicable law. In this case, JARVIS will inform the Customer of this legal obligation before processing, unless the relevant law prohibits such information for important reasons of public interest;

subject persons authorized to process personal data under this Agreement to an appropriate obligation of confidentiality and ensure that they have received necessary training in the protection of personal data;
take all necessary precautions to preserve the confidentiality and security of personal data and in particular to prevent them from being distorted, damaged or communicated to unauthorized third parties and more generally to implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorized dissemination or access, in particular when the processing involves transmissions of data in a network, as well as against any form of unlawful processing, being specified that these measures must ensure, taking into account the state of the art and the costs linked to their implementation, a level of security appropriate to the risks presented by the processing and the nature of the data to be protected;
take all measures to (i) guarantee the constant confidentiality, integrity, availability and resilience of processing systems and services, (ii) restore the availability of personal data and access to them in the appropriate deadlines in the event of a physical or technical incident and (iii) to regularly test, analyze and evaluate the effectiveness of these measures;
notify the Client as soon as possible of any data subject requests received and cooperate reasonably with the Client to enable it to fulfill its obligation to respond to requests to exercise the rights of data subjects. Customer will bear all reasonable costs arising from the assistance that JARVIS provides;
keep a register, in the event that the conditions for keeping such a register are met in accordance with Article 30(5) of the Regulations, and make it available to the Client on request;

cooperate with the Customer with a view to ensuring that the latter complies with its own obligations in terms of data security and confidentiality;
cooperate with the Customer so that the latter can fulfill its obligation to notify the supervisory authority and inform the data subject of a data breach;
cooperate with the Client with a view to carrying out impact analyzes relating to data protection by the latter and in the event of prior consultation of the data protection authority by the Client;
not grant, rent, transfer or otherwise communicate to another person all or part of your personal data, even free of charge;
cooperate according to the Client's instructions in the event of a requisition, injunction, formal notice or any other similar decision from the Bar Association, the CNIL or any other competent authority or assist the Client in the preparation of responses to these authorities. In addition, JARVIS undertakes to assist the Client in the event that the Client is obliged to demonstrate that it complies with the applicable regulations regarding the protection of personal data, in particular by providing all necessary information;

immediately inform the Client in writing of any modification or change concerning him which may have an impact on the processing of the data which he carries out or which the Client carries out;
not transfer personal data to any hosting location other than that provided for in Appendix D, without the prior written consent of the Client. In the event that JARVIS or its subcontractors use processing located in a country outside the European Union, they undertake to ensure that the transfers made present appropriate guarantees in accordance with the Regulation, in particular by the conclusion of standard contractual clauses, an adequacy decision or any other appropriate guarantees as defined in Article 46 of the Regulation;
to communicate to the Customer the name and contact details of their data protection delegate, if they have designated one in accordance with Article 37 of the Regulation;
If JARVIS has reason to believe or has become convinced of the existence of a security breach, loss, unauthorized access or alteration of personal data, JARVIS undertakes to:

notify the existence of this incident as quickly as possible to the Customer after becoming aware of it,

refrain from communicating about this incident,
assist the Customer, without invoicing additional costs, in implementing actions intended to put an end to this incident and to repair the damage that this incident is likely to have caused.

As part of the provision of the Services, the Customer's data may be subcontracted to service providers listed in Appendix F of this Contract. JARVIS may use another processor (hereinafter referred to as the “sub-processor”) to carry out specific processing activities. In this case, it informs the Client in advance and in writing of any planned change concerning the addition or replacement of other subcontractors. This information must clearly indicate the processing activities subcontracted, the identity and contact details of the subcontractor and the dates of the subcontracting contract. The Customer has a minimum period of seven (7) days from the date of receipt of this information to present his objections. This subcontracting can only be carried out if the Client has not raised any objections within the agreed period. In the event of subcontracting, JARVIS undertakes to sign a written contract with each subsequent subcontractor requiring the latter to comply with the Regulations and all of the obligations referred to in article 14.1 of this Contract, it being specified that In the event of non-compliance by a subcontractor with its obligations regarding the protection of personal data, JARVIS will remain fully liable to the Client.

As data controller, the Client undertakes to:

provide JARVIS with all personal data necessary to carry out its obligations under the Regulations;
document in writing any instructions regarding the processing of personal data by JARVIS;
ensure, beforehand and throughout the duration of processing, compliance with the obligations provided for by the Regulations on the part of JARVIS;
respond within fifteen (15) days to any request from JARVIS relating to the processing of personal data as part of the provision of the Solution;

comply with the obligations incumbent upon it in its capacity as data controller in accordance with the provisions of the Regulation.

In the event that the Client wishes to carry out an audit or inspection, within the limit of one per year after having notified JARVIS seven (7) days before such verifications, JARVIS undertakes to make available to it all the necessary information. to demonstrate compliance with its obligations under this section and the Regulation. As part of these checks, JARVIS will immediately inform the Customer if, in its opinion, an instruction constitutes a violation of the Regulation or other provisions of Union law or the law applicable to this Agreement.

At the end of this Agreement or in the event of termination of the latter for any reason, JARVIS undertakes, at the Customer's choice, either to return all processed data as well as their copies in a standard format, or to destroy the data and certify to the Customer that the destruction has been carried out. JARVIS undertakes to destroy existing copies of the data, unless European Union law or the law applicable to the Agreement requires retention of the data.

The Parties undertake to have all legal and/or administrative authorizations necessary for the performance of their obligations under the Contract and to respect, each as far as they are concerned, the provisions of the Regulations.

15.2 As part of the execution of the Contract, JARVIS processes personal data, within the meaning of Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 relating to the protection of individuals with regard to the processing of personal data. personal nature and the free movement of this data (hereinafter referred to as the “Regulation”), as data controller.

Personal data is collected and processed, on a contractual basis, for the purposes of managing the commercial relationship and for the purposes of sending information emails regarding new JARVIS services and products. Furthermore, the data may legitimately be processed for the purposes of sending any commercial prospecting linked to the Client's professional activity. As part of these purposes, the categories of personal data processed are as follows: the professional contact details of the Client and those of the Participants, account identification data, banking data and browsing data. The recipients of the data are the people responsible for customer relations within JARVIS and the JARVIS subcontractors ensuring data backup. Personal data may be transferred outside the territory of the European Union. JARVIS providers have adhered to the EU – US Privacy Shield Framework, the list of certified companies of which is accessible at the following address: www.privacyshield.gov/list. In the absence of adherence to the Privacy Shield Framework, appropriate guarantees are put in place by JARVIS in accordance with article 46 of the Regulations and the Customer can access them by contacting JARVIS at the address mentioned below.

For the management of the commercial relationship, the data is kept for the entire duration of the contractual relations between JARVIS and the Client, increased by the legal deadlines relating to the proof thereof, and within the framework of commercial prospecting operations up to a period of three years at the end of which they are permanently deleted except in the event of new contact from the prospect.

In application of the Regulations, the Client as well as the Participants have the rights to their personal data (i) of access, (ii) of rectification, (iii) of erasure, (iv) of limitation and (v) of portability of the data. personal data to a third party service provider if applicable. The Client as well as the Participants may also object at any time to the processing of personal data. They can assert their rights by contacting privacy@jarvis-legal.com or directly the Data Protection Officer of JARVIS, Anthony Yeremian, +33 (0)9 72 57 76 14, 9 rue du Quatre Septembre 75002, by providing proof of their identities .

In the event of a dispute, the Client and the Participants also have the right to contact the CNIL. Any request for erasure of data, available at any time to the aforementioned address, is likely to prevent the execution of the Contract, when it relates to data strictly necessary for this execution.

ASSIGNMENT

16.1 Transfer by the Customer

The Client may not assign or transfer all or part of the Contract or the rights and obligations arising therefrom in any form whatsoever (in particular partial contribution of assets, merger, acquisition, universal transfer of assets, transfer of business assets, etc.). ) without the prior written authorization of Jarvis.

16.2 Assignment by the Online Service Provider

The Customer acknowledges to Jarvis the right to transfer the assets as well as the rights and obligations of the Contract relating to the concession, who accepts this transfer by signing the Contract, with the option of substitution. As the Assignee intervenes solely in a financial capacity, commercial monitoring and technical responsibility on these subjects remain the responsibility of Jarvis.

Jarvis therefore remains the Client's contact. the Customer accepts now and without reservation this substitution of which he may be informed by any means; he therefore undertakes to sign, at the first request of the Transferee, a SEPA direct debit mandate and to pay him directly or to his order all the fees in principal, interest and accessories.

The Assignee intervening on a purely financial basis, the Client, by accepting this intervention, waives any compensation, deduction, counterclaim due to the right he could assert against Jarvis, as well as any recourse against the Assignee of the makes the provision and Maintenance of the Services available, the Customer retaining all recourse against Jarvis on these points.

The Customer expressly acknowledges that, as a result of this transfer, the Transferee is also subrogated to the benefit of the SEPA direct debit mandate that it originally granted. The Transferee will deduct, in support of the direct debit authorization or SEPA direct debit mandate, the portion of the fees corresponding to the use of the Online Services.

The Assignee may not under any circumstances incur liability for unforeseeable losses or damage to the Client or third parties, which includes in particular any missed profits, loss of clients, contracts or markets, loss of turnover or profit, any loss of data or files in relation to or resulting from the non-execution or faulty execution of the use of the Online Services. It is specified that the Assignee has no knowledge in the field of the SaaS Service which will be offered by the Online Service Provider and that he only acts as Assignee.

DIVERS

In the event that any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, that provision shall be deemed not to be a part of these Terms and shall not affect the validity and enforceability other provisions unless it was decisive when signing the contract.

APPLICABLE LAW – ATTRIBUTION OF JURISDICTION

THESE GENERAL CONDITIONS ARE SUBJECT TO FRENCH LAW.

ANY DISPUTE, WHATEVER ITS NATURE, RELATING IN PARTICULAR TO THE INTERPRETATION, VALIDITY AND EXECUTION OF THESE CONDITIONS AND ANY CONTRACT/ORDER PLACED WITH JARVIS, EVEN IN THE EVENT OF A WARRANTY ACTION OR OF MULTIPLE DEFENDANTS, WILL BE THE EXCLUSIVE JURISDICTION OF THE PARIS JUDICIAL TRIBUNAL.

COMMUNICATIONS AND NOTIFICATIONS

During the duration of the Contract and three (3) years after its end, JARVIS may use free of charge, on any medium of its choice and for any promotional campaign or as a commercial reference, the name of the Client as well as its brand and its name. logo, subject to compliance with the graphic charter possibly associated with this logo. the Subscriber may request the deletion of these references at any time within a reasonable period of time.

INSURANCE

Jarvis undertakes to maintain professional liability insurance covering damages which may arise during the execution of the Conditions.