1. SCOPE AND ENFORCEABILITY
These general conditions for the provision of services (hereinafter the “General Conditions”) determine the conditions applicable to the provision of services developed and marketed by the company Unis C, a simplified joint stock company with a share capital of € 85,587.5, registered with the Lille Métropole RCS under number 813 987 534 and having its registered office at 225 rue des Templiers 59000 Lille (hereinafter "Unis C") with professional clients (hereinafter "Client").
Any order entails the application of these conditions, subject to the special conditions agreed between the parties in writing.
2. SERVICES PROVIDED BY UNIS C
2.1 Unis C is setting up a showcase to reference the accessibility of establishments welcoming the public / workers, transport in a fun and interactive way.
Through an online Picto Access platform via its website accessible under the link www.pictoaccess.fr (hereinafter the "Site"), it creates innovative tools and services dedicated to mobility and accessibility for people with disabilities.
Unis C connects citizens, professionals and communities to work for a world accessible to all.
2.2 In this context, Unis C offers a certain number of services described in the order form or on the Site that the Customer can subscribe to (hereinafter “Services”):
- License: this service covers access to the professional functionalities of the Picto Access site and assistance related to setting up the Services;
- "Turnkey" option: this option constitutes the performance by Unis C or its service providers of the accessibility diagnosis and the integration of accessibility data on the Site under the conditions referred to in the General Conditions;
- Option "awareness of accessibility diagnostics": this option constitutes an awareness of the customer's staff to carry out accessibility diagnostics with a view to their realization by the customer;
- Other services: constitute other services linked to the Picto Access platform which may be offered by Unis C.
3. ORDERING SERVICES
3.1 Orders can be placed on the Site or directly from Unis C members by email, depending on the needs expressed. In the event of recurring orders, the Customer undertakes to notify Unis C, in writing, of the identity and contact details of the person authorized by the Customer to transmit the orders. Otherwise, the order will be inadmissible.
3.2 In the case of an order on the Site, the signature triggers the implementation of the Services and billing.
3.3 In the case of an order from Unis C members, the Licenses start date will by default be 2 months after the order is signed, this date will serve as the anniversary date of tacit renewal. Full invoicing of the order will be done upon signing.
4. EXECUTION OF SERVICES
4.1 Unis C undertakes to respect the order. He undertakes to provide all the care and diligence necessary for the performance of the Services.
4.2 Each of the parties undertakes to inform the other party, as soon as possible and in writing, of any event concerning the Services resulting in modifications or delays in the execution of the latter.
4.3 The Customer acknowledges that the Service is not intended to verify the accessibility of the Customer's establishments with regard to applicable regulations, but to allow users of the establishments to better understand certain accessibility conditions.
4.4 The Customer is informed that the Services can only be implemented on the following browsers: Safari, Chrome, Edge and Firefox in their latest version. Unis C cannot be held responsible in the event that all or part of Services are not accessible due to the lack of updating of the browsers, or incorrectly configured firewalls of the Customer.
5. CUSTOMER OBLIGATIONS
The Client undertakes to:
- Provide the exhaustive list of establishments concerned by the Services, a qualified contact and contact details, and make the initial contact in order to allow the execution of the Services;
- Create and complete its pages on the Site within a reasonable period of time and at the latest within 3 months of the order, unless the turnkey option is chosen;
- Provide the information, sincere and exact, necessary for the creation of the pages of its establishments. If this information is integrated on the Site by Unis C, the data must be transmitted in the format requested by Unis C. The Customer must use the Services "with due care" and not lie or extrapolate the conditions of accessibility of its establishments; Provide the photos necessary for the creation of the pages of its establishments on the Site, in particular allowing the user of the Site to have fair and objective information on the conditions of accessibility and the general atmosphere of the Customer's establishments. Three photo galleries are present on the Site: General, Accessibility and User Galleries. The general and accessibility galleries are to be informed by the Customer. The "user" gallery is made up of photos taken from user comments. The Client must include photos that are accurate and conform to good morals. The Customer can also moderate the photos from users of the Site by himself via his dashboard on the Site or on the dashboard accessible under the link: dashboard.pictoaccess.fr
- Update the information of its establishments via the dashboard on the Site;
- Valuing from its website (s) of its choice the accessibility of its establishments via the tool (s) (widget / API) provided by Unis CA in this regard, Unis C provides the Client with the widget / API links, in accordance with the technical documentation available on request of the customer or partner; however, the implementation and necessary developments are the responsibility and the responsibility of the Customer. Unis C cannot be held responsible for the non-adaptability of its widgets / APIs in relation to the specific features of the Customer.
- If the option "awareness of accessibility diagnostics" is subscribed, Provide the list of people to be sensitized (within the limit of 10 people per session) and the reception conditions to allow this awareness of the Services under the best conditions;
- If the "turnkey" option is taken out, ensure access to establishments, employees, agents or service providers mandated by Unis C. In the event that Unis C has been refused access to all or part of the establishments of the Customer, the full diagnosis will be due.
The initial accessibility information will be kept on the Site for a maximum period of 3 years, in the absence of updating by the Customer. After this time :
- The information will be considered obsolete due to the lack of updating,
- Accessibility information will be deleted and will no longer be visible on the Site,
- The initial version will no longer be saved on the platform by Unis C,
- Widget / API redirect links from the client's or partner's platform will not be provided.
- Failure to update constitutes non-compliance by the Customer with his contractual obligations and will result in the consequences provided for by these General Conditions.
6. PRICE OF SERVICES
6.1 The price is defined in the order, according to the services subscribed.
6.2 Unless otherwise agreed between the parties under the conditions provided for by law, the invoice is paid by the Customer by bank transfer or by check as follows:
- When ordering on the Site, on the day of the order;
- When ordering offline, by bank transfer or check, within sixty (60) days of the issuance of the invoice issued on the day the order is signed.
6.3 Unless otherwise stipulated in the order, no discount is granted for early payment.
6.4 Any partial or total delay in payment will automatically entail the following consequences:
- The liability of late payment penalties on unpaid sums, calculated on the basis of three (3) times the French legal interest rate. This interest will automatically and automatically be acquired by Unis C the day after the due date, without prior notice;
- The invoicing of a lump sum compensation for recovery costs in the amount of 40 euros. In the event that the recovery costs incurred are greater than the amount of this fixed compensation, Unis C may request additional compensation upon justification.
6.5 Prices may be revised annually according to the evolution of the SYNTEC price index on the anniversary date of renewal of the License (s).
6.6 In the case of successive orders from United C members by a Customer, the concept of co-terminus will be applied in order to have the same start and end date of the Licenses. The terms of the co-terminus will be specified in the quote and the order form.
7.1 United C undertakes to perform the Services with its own equipment for which it will be responsible for any damage it may cause or suffer.
7.2 The services of Unis C make it possible to support Customers in informing and promoting the accessibility of their establishments to users, without the information provided being modeled on the legal obligations of ERP , IOP, ERT, transport networks and roads.
The Customer acknowledges that Unis C does not have any quality or approval to assess:
- The quality of the information published by the Client on its sites;
- The compliance of the E.R.P, I.O.P, E.R.T, means of transport and roads presented by the Customer on its pages with the regulations relating to the accessibility of these facilities to people with disabilities and reduced mobility.
In the event that the Customer subscribes to the "Turnkey" option, the diagnosis carried out by Unis C or its service providers aims to establish the accessibility of the establishment by putting yourself in the shoes of a user. Unis C cannot guarantee the conformity of the information transmitted to it by the reception staff of the establishment, the conditions of accessibility of the establishments photographed, notwithstanding the information that could be transmitted directly or indirectly or scenes and facts that he could witness while carrying out his mission.
The accessibility guidelines used by Unis C are based on usage and therefore not exhaustive in terms of accessibility information.
In any case, Unis C cannot be responsible:
- the Customer's non-compliance with regulations, to whom it is up to check his conditions of access to his establishments in accordance with the law,
- the accuracy of the accessibility information completed on the Site in the event that the Customer carries out the diagnosis,
- modifications by the Customer of the accessibility conditions subsequent to the setting up of the Services,
- the lack of updating of accessibility information on the Site dashboard,
- poor performance of the Services or any damage suffered by a third party in the event of violation by the Customer of these general conditions,
The Customer guarantees Unis C against any demand, claim, infringement or liability action in this regard.
7.3 In any event, Unis C's liability may not exceed the amount of the order, which is the subject of the dispute.
8. ASSISTANCE AND MAINTENANCE
Unis C will advise the Client when the Client uploads the widgets and / or APIs. Unis C also provides documentation in the form of a guide on the use of the Site.
Maintenance operations on the Site may be triggered by Unis C to improve the functionality of the Site, perform updates, or any necessary operation. Unis C will inform the Customer thereof. Unis C cannot be declared responsible for these operations if they last less than 72 hours or if they are made necessary by a case of force majeure.
Unis C may make minor changes to its Services to allow better accessibility, better design, or other, and its Site without notifying the Customer in advance. In the event of a major change, the Customer will be notified in a one (1) month deadline before they are put online.
9. DURATION OF THE CONTRACT
Unless otherwise provided in the order, this Contract will come into force on the day the order is signed for a fixed period of one (1) year. It is renewed by tacit agreement for successive periods of 12 months, unless terminated by one of the parties by registered letter with request for acknowledgment of receipt by respecting a notice of thirty (30) days before the expiry of the Contract.
10. FORCE MAJEURE
Neither party can be held liable towards the other for a breach of its contractual obligations in the event that this breach is caused by an event constituting force majeure, as defined by article 1218 of the Civil Code. , will be considered as force majeure disturbances, interruptions and shutdowns of the Internet network, electricity, interruptions due to the customer's service providers.
The party affected by the force majeure event must immediately notify the other party in writing. If the latter is prevented from performing its obligations for more than fifteen (15) consecutive calendar days due to an event of force majeure, the other party will have the option of automatically terminating this Contract, without damage and interests on both sides, by sending a registered letter with request for acknowledgment of receipt.
11. CONTRACT RESOLUTION
11.1 In the event of failure by one of the parties to fulfill any of its obligations and except in the event of force majeure as defined in the article "FORCE MAJEURE", the other party may put it in default. to respect its commitments by registered letter with acknowledgment of receipt expressly mentioning its intention to terminate the Contract if these commitments were not respected.
If the party at fault has failed to remedy its breach within fifteen (15) calendar days from the date of the first presentation of said formal notice, the other party may terminate the Full Contract. right by sending a second registered letter with acknowledgment of receipt, without prejudice to his right to damages.
11.2 However, in the event that the nature of the breached obligation makes it impossible for the defaulting Party to remedy its breach, the other party may immediately and automatically terminate the Contract after the breach has been established by sending a registered letter with acknowledgment of receipt, without prejudice to his right to damages.
11.3 In the event of termination for a proven fault of Unis C, the contract will be terminated and Unis C undertakes to reimburse pro rata temporis the amount of the unused License. In the event of termination for fault of the Customer, the latter cannot be reimbursed in proportion to the amount of the License not used.
12. CONSEQUENCE OF TERMINATION OF THE CONTRACT
In the event of termination of the Contract whatever the cause:
- Each of the parties undertakes to maintain the confidential nature of the information transmitted or of which it may become aware during the execution of this Agreement, and to return the documents, materials and source codes provided by Unis C;
- Within fifteen (15) calendar days from the end of the contract, the Services will be suspended, the pages will be hidden for a period of one (1) year and then deleted.
- The parties will conclude an end-of-collaboration plan setting out the steps to which the parties undertake and the deadlines, and in particular the schedule for removing the pages detailing accessibility;
- Termination of the Contract does not release the parties from their obligations, in particular financial, arising prior to the date of said termination.
13. ASSIGNMENT OF CONTRACT / SUBCONTRACTING
13.1 Unless the express prior consent of Unis C, the Customer may not assign or transfer, for consideration or free of charge, all or part of the obligations incumbent on him under this Contract. A change in direct or indirect control (within the meaning of Article L.233-3 of the French Commercial Code), an increase in capital, a merger or any operation aimed at carrying out a universal transmission of assets, the transfer of funds from trade or one of its elements and the contribution, pledging or leasing - management of the business will be considered in particular as an assignment and / or transfer of the Contract.
In the event of assignment or transfer of the Contract in violation of this article, the Contract will be automatically terminated, without prejudice to any damages that the party victim of this violation could claim.
Unis C may freely assign or transfer the obligations incumbent on it under the contract, regardless of the form of the assignment or transfer, subject to prior information sent to the other party eight (8) days before said assignment. or said transfer.
13.2 Unis C may resort to subcontracting concerning the performance of all or part of the obligations of the Contract.
14. INTELLECTUAL PROPERTY
14.1 Each of the parties undertakes to respect the intellectual property rights of the other party.
14.2 The general structure of the Site and other websites belonging to Unis C as well as the texts, graphics, images, sounds and videos composing them, are the property of Unis C. Any representation and / or reproduction and / or Partial or total use of the content and services offered by said sites, by any means whatsoever, without the prior written authorization of Unis C is strictly prohibited and may constitute an infringement within the meaning of the Intellectual Property Code.
The Picto Access © mark is a trademark registered by Unis C. Any representation and / or reproduction and / or partial or total use of this mark by the Customer, of any nature whatsoever, is totally prohibited with the exception of the use of the Picto Access brand and that of the Customer as a reciprocal reference during the term of the contract.
14.3 Within the limits hereof, Unis C may not use, without the express authorization of the Customer, in any form and in any medium whatsoever (both physical and electronic, both material and dematerialized), the names, brands, logos and more generally any element of intellectual property such as designs, models, logos and others belonging to the Customer.
14.4 Within the limits hereof, Unis C authorizes the Customer to use the Unis C pictograms on the Customer's site.
14.4 Unis C offers each Customer to publish their own photos for the purposes of illustrating the corresponding activity (hereinafter the “Photographs”). The Customer guarantees to be the holder of the rights to the published Photographs or that the Photographs are free of rights. These must not infringe the image rights of persons, the intellectual property rights of third parties, the rights of goods without this list being exhaustive. The Customer guarantees Unis C against all direct or indirect consequences linked to non-compliance with the rights of third parties. Unis C reserves the right to withdraw any disputed Photograph within a reasonable period of time after having been warned of its illegal nature.
14.5 Throughout the duration of the contract, the Customer assigns to Unis C, free of charge and for the purpose of associating Photographs in the name or image of the Customer, the right to:
- Represent or cause to be represented the Photographs within the supports, whatever they are, in which they will be incorporated;
- Communicate the Photographs to the public and make them available to the public. This right of representation applies to any event of a public or private nature, and of a lasting or temporary nature;
- Reproduce, represent and use for marketing purposes and for promotional or advertising purposes, all or part of the Photographs, on any product, imagery, cardmaking, in journals, newspapers, magazines.
14.6 Throughout the term of the Contract and after its termination, whatever the cause:
- All the information collected on the Customer's pages by Unis C relating to accessibility may be used by Unis C for statistical purposes only and in order to allow it to continue to find and offer places accessible to people in vulnerable situations. or with reduced mobility.
- All first-level accessibility information (pictograms) may be used on Unis C partner sites in order to disseminate accessibility information on platforms other than the Site.
15. CONFIDENTIALITY AND PERSONAL DATA
15.1 During the execution of the Contract, each of the parties expressly agrees to consider as confidential all documents and information, oral or written, of whatever nature they are exchanged during the negotiation and the negotiation. execution of this Agreement and not to disclose anything to a third party, except with the express written consent of the other party.
However, documents and information which were in the public domain at the time of their disclosure or which have fallen into the public domain without any breach of the Contract or which result from the internal knowledge of each of the parties will not be considered confidential. 'there has been a breach by them of this confidentiality obligation.
The aforementioned confidentiality and limited use obligations will not apply and will cease to apply to information, of which the receiving party could prove:
- that they entered the public domain or were published before or after their disclosure, but in this case, in the absence of any fault or non-performance of this Contract attributable to it,
- that they are already known to the latter at the time of disclosure,
- that they have been lawfully received from a third party, without restriction or violation of this Agreement,
- that the use or disclosure has been authorized in writing by the disclosing party, or
- whether they are the subject of a communication required by an administrative authority or by virtue of a law, a decree, a regulation or a court decision; but this, only for the Party of information subject to this obligation; and in this case the receiving Party undertakes to inform the disclosing Party thereof prior to any communication.
15.2 Unis C collects the personal information of customers and prospects for the follow-up of commercial relations and for the management of orders.
As part of its commercial relations, Unis C undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016. applicable from May 25, 2018 (hereinafter, “The European data protection regulation”).
The customer is informed that the information they communicate is necessary for the performance of the services provided by Unis C and may be processed for statistical or commercial purposes.
The customer acknowledges that such information may be retransmitted by Unis C to its partners exclusively for the fulfillment of customer orders.
In accordance with article 34 of the law "Informatique et Libertés, Unis C guarantees the customer a right of access, withdrawal, rectification and deletion of personal data concerning him by sending a request to the Data Protection Officer. , by email to: [email protected] or by mail to “Data Protection Officer, Unis C, 225 rue des templiers, Lille, 59000”;
In accordance with current legislation, this request must be accompanied by a photocopy of an identity document and specify the address to which the response must be sent. Any other means of exercising this right will not be taken into account. Any erroneous or incomplete request cannot be processed.
16. NON-HIRING CLAUSE
The Parties undertake, throughout the duration of the Contract and during the year following its termination, whatever the cause, not to hire directly or indirectly by any means whatsoever an employee of the other Party. which would have intervened within the framework of the execution of the Services.
In compliance with all legislative, regulatory and ethical provisions, UNIS C is authorized to report that it advises and intervenes for the benefit of the client on the occasion of the operation covered by this assignment.
18. GENERAL PROVISIONS
18.1 This Contract may only be modified by a written amendment signed by both Parties.
18.2 This Contract and its Annexes constitute the totality of the existing agreements between the Parties concerning the subject matter hereof and cancels any other previous agreement having the same subject.
18.3 If a clause of the Contract, which is not the essence of the Contract, is declared null or unenforceable insofar as it violates a law or a treaty, this clause will be considered as not forming part of the Contract or will apply with the minimum modification necessary to make it valid and enforceable while preserving as much as possible the intention of the parties.
18.4 Any violation of these General Terms and Conditions of Provision of Services authorizes Unis C to refuse for the future to allow the Client who committed the violation in question to benefit from the Services provided to Unis C.
19. APPLICABLE LAW AND COMPETENT JURISDICTION
19.1 These general conditions and the resulting orders are subject to French law.
19.2 In the event of a dispute relating to the existence, validity, formation, interpretation, execution or termination of the Contract, as well as the termination of their relationship, the parties undertake to attempt an amicable settlement of this dispute.
In the absence of an amicable agreement within fifteen (15) days, the parties attribute exclusive jurisdiction to the Courts of Lille Métropole, even in the event of an incidental request, summary proceedings, multiple defendants and call in warranty.