BETWEEN THE UNDERSIGNES,
ManaTime, ManaCost and ManaCount, the brand name of ManaSoft Société SAS with a capital of 31,000 Euros, registered in the Evry Trade and Companies Register under number 813996048
Hereinafter referred to as "ManaSoft",
On the one hand,
Yourself, your company
Hereinafter referred to as "the Client",
On the other hand.
Together referred to as the "Parties" and individually as the "Party".
ManaSoft, a computer engineering service company, provides the following software suite: ManaTime leave management via www.manatime.com, ManaCost expense report management via www.manacost.com and ManaCount accounting entry automation via www.manacount.com (hereinafter referred to as the "Software"). The Software is only available in service mode. ManaSoft remains available for any request or complaint relating to the operation of the Software through the contact form on the Software's website or, at the Customer's option, at the following address: email@example.com The Customer, in order to access the Software, acknowledges having read and accepted these terms and conditions.
ARTICLE 1 - OBJECT
ManaSoft makes the Software available to the Customer via the websites www.manacost.com and www.manatime.com (hereinafter the "Website"). The Software is made available free of charge or for a fee at the Customer's discretion. The Software specifications are described on the Website, which have been read and accepted by the Customer.
ARTICLE 2 - DURATION
This contract comes into force on the date of its acceptance by the Client and is concluded without any time limit. It may be terminated by either Party in accordance with the terms of the "Termination" article
ARTICLE 3 - OBLIGATIONS OF THE PARTIES
3.1 - ManaSoft's obligations
ManaSoft is required by Customer, as a best efforts obligation, to maintain access to the Software via the Website from any terminal having the technical specifications required to operate the Software. The said technical specifications are made known to the Client on the Website. ManaSoft also undertakes, as a best efforts obligation, to ensure the confidentiality of the data that the Customer will transmit to the Software via the Website. ManaSoft is also required to maintain the integrity of the data deposited by the Customer on the Software via the Website. The Customer acknowledges that the Software is operated on a shared platform. As such, ManaSoft will make its best efforts to maintain the server operation at a level that allows normal use of the Software by the Customer. However, in the event of an overload of the platform making it impossible to use the Software, ManaSoft cannot be held liable.
3.2 - Client Obligations
As the Software is only accessible via the Website, ManaSoft will provide the Customer with a password and an identifier (hereinafter the "Identifiers"). These Identifiers are provided after acceptance of the Contract by the Client. The Customer is solely responsible for any consequences resulting in particular from the use he makes of the Identifiers, the loss of them or their use by a third party. ManaSoft cannot be held liable for this fact. The Customer remains solely responsible for the choice of the terminal connecting to the Software and the Website and acknowledges having read the technical specifications of the terminal required to operate the Software. In the event of a malfunction of the terminal, in particular in the event of a malfunction directly or indirectly related to the use of the Software, ManaSoft cannot be held liable. The Customer is required, if he has chosen the Premium Option, to pay the monthly instalments due for the use of the Software.
ARTICLE 4 - INTELLECTUAL PROPERTY
ManaSoft acknowledges that it holds or has obtained all necessary rights related to the operation and marketing of the Software and the Website. All components of the Software and the Website, including (but not limited to) source codes, object codes and their associated documentation, remain the property of ManaSoft. The Customer only has a right to use the Software, only on the Website, for the French territory and only for the duration of the Agreement. The right of use granted here is non-transferable and non-transferable. The Customer does not acquire any rights to any hardware, software, data or documents held by ManaSoft. ManaSoft will defend the Customer against any action by a third party claiming an intellectual property right, or based on an unfair competition or parasitism claim, concerning the Software (excluding free software) and used by the Customer. ManaSoft's obligations are subject to all of the following conditions:
- the Customer shall immediately notify ManaSoft in writing of the existence of the allegation or claim, and shall provide ManaSoft with all available information relating to such allegation or claim,
- ManaSoft will have sole control over the defence and all negotiations for a transaction,
- for all that, the Client will fully cooperate with ManaSoft in all matters relating to the settlement of the allegation or claim,
If the allegation or claim for infringement or unfair competition or parasitism has been recognized by the courts or if ManaSoft considers, in view of the objective elements at its disposal, that it is likely to be, the Customer undertakes to accept that ManaSoft, at its choice:
- obtains for the Customer the right to continue to use the Software,
- or replaces the Software with non-infringing software or equivalent software package,
- or modifies the Software so that it ceases to be counterfeit.
However, the above provisions shall not apply if the allegation or claim relates to use of the Software by the Customer that does not comply with the terms of the Agreement.
ARTICLE 5 - FINANCIAL CONDITIONS
The Customer has the choice between two options: the Premium Option, which is subject to a charge, or the Free Option, which is accessible free of charge to the Customer, excluding the costs generated by the Customer's use of his Internet connection.
5.1 - Premium Option
The Premium option opens the Client access to the following features:
- Digitize an expense report and save it online
- Data export without time limits
- Consultations of statistics and graphs by user
- Consultations of statistics and graphs by expense report category
- Consultations of the summary table
- Association of a maximum amount of expense reports according to the user
- Unlimited user creation
- Unlimited addition of user functions
- Unlimited addition of expense report category
The financial terms of the Premium Option are calculated on the basis of a fixed price, based on the number of months chosen by the Client. The switch to the Premium Option may be made at the conclusion of the Contract or at any time after acceptance of the Contract. Payment is due by the Client to ManaSoft upon subscription.
5.2 - Free Option
The Free Option provides the Customer with access to the following features:
- Add expense reports
- View the status of filed expense reports
- Process filed expense reports
- Consult all filed expense reports
- Search for expense reports
- Create up to three users
- Add up to three user functions
- Add up to three categories of expense reports
The switch to the Free Option may be made at the conclusion of the Contract or at any time after the Premium Option has expired.
ARTICLE 6 - LIABILITY
ManaSoft cannot under any circumstances be held liable for any damage caused to the Client or to the third party as a result:
- of any case of force majeure, made by the Client or a third party ;
- of loss, alteration, disclosure of data by the Client or a third party
- of the intrusion of malicious software (not limited to viruses, malware) or spam on the Client's terminal or email software ;
- interrupting access to the Software in the event of maintenance of the Software and/or the Website by ManaSoft
- the reliability of data transmissions, access times, possible access restrictions on the Internet network ;
- latency times due to the Internet network as well as the Client's use of the Internet ;
- of the connection costs and/or exceeding the Internet connection fixed price incurred by the Customer as a result of the use of the Software or the Website.
ManaSoft may only be held liable if the Client provides proof of ManaSoft's fault. In such a case, the Customer's compensation may not exceed half of the sums paid by the Customer to ManaSoft for the use of the Software.
6.2 Protection of personal data
The Parties undertake to comply with all legal and regulatory provisions applicable to their activity, in particular those resulting from Law No. 78-17 "relating to data processing, files and freedoms" (hereinafter referred to as "Data Processing and Freedoms Law"). In this respect, the Client undertakes to comply with all the obligations to declare and/or request authorisation from the Commission Nationale de l'Informatique et des Libertés (CNIL) concerning the processing of personal data that it constitutes and/or exploits or causes to be exploited as a result of the use of the Software, as well as to comply with all the obligations incumbent on the data controllers within the meaning of the Data Protection Act. The Client is responsible for any difficulty that may arise as a result of non-compliance with these obligations and undertakes to comply with and carry out, throughout the Contract, the formalities and/or steps necessary to comply with the regulations in force, in particular those made necessary by the technical development of the Services. The Parties recall that, pursuant to the provisions of Article 35 of the Data Protection Act, personal data may only be processed by a processor if the latter acts under the authority of the controller, via an "instruction". The Parties agree to define the notion of "instruction", within the meaning of the aforementioned article 35, as being acquired when ManaSoft acts within the framework of the performance of the Contract
ARTICLE 7 - TERMINATION
7.1 Termination by ManaSoft
ManaSoft may suspend access to the Software or terminate the Agreement at any time without any compensation being payable by the Customer, whether or not the Customer has the Premium Option. In such a case, ManaSoft is required to return the data that is the property of the Customer and that has been delivered by the Customer via the Software. The termination of the contract is effective after receipt by email from the Customer of the notice of termination sent by ManaSoft.
7.2 Termination by the Client
The Customer may terminate the Agreement:
- At any time, by simple notification by email, if he benefits from the Free Option
- At any time, by simple notification by email, if he benefits from the Premium Option (no refund will be made)
Any early termination by the Customer shall give rise to automatic payment by the Customer to ManaSoft of the full amount of the remaining monthly payments until the end of the Premium Option terminated by the Customer and for the number of average users registered during the last three months preceding the early termination. However, the Customer may terminate the Agreement for breach by ManaSoft by sending ManaSoft by registered letter a letter mentioning ManaSoft's breach and requesting the termination of the Agreement with three months' notice
Termination has the effect of:
- The invalidation of the Client's Identifiers on the ManaSoft Website, making it impossible for the Client to access the Software
- The provision by ManaSoft for downloading of all data owned by the Client and deposited via the Software
ARTICLE 8 - CONFIDENTIALITY
The Parties undertake to strictly respect business confidentiality with regard to any information transmitted by the other Party and of which they have become aware, in the course of the performance of the Contract. The documents or information entrusted by the Client, as well as the files prepared by ManaSoft, using these documents and information, are covered by business confidentiality. However, information, documents or tools that:
- was in the public domain at the time of disclosure or has fallen into the public domain without contravention of these provisions
- result from knowledge internal to either Party without any breach by it of this obligation of confidentiality
- have been lawfully received by either Party from third parties without any obligation of confidentiality.
ARTICLE 9 - GENERAL PROVISIONS
Each Party shall retain all costs and other expenses incurred by it pursuant to this Agreement and in respect of the transactions contemplated herein. These Terms and Conditions may not be amended by a written and signed amendment between the Parties hereto. The terms hereof shall prevail over any contrary stipulation contained in any other technical or commercial document exchanged between the Parties, unless expressly agreed otherwise by the Parties. The fact that a Party tolerates any failure by the other Party to perform its obligations hereunder shall in no event be construed as a tacit waiver of its other obligations.
ARTICLE 10 - APPLICABLE LAW AND COMPETENT COURT
The law applicable to this letter is French law. Except in cases of urgency justifying recourse to the judge hearing the application for interim measures, the Parties undertake, in the event of a dispute arising in the context of the implementation of this Agreement, to implement a procedure designed to facilitate amicable settlement as quickly as possible, before referring the matter to the competent judge. If within fifteen (15) days following the date of this meeting no solution is found, confirmed in writing signed by both Parties, each Party shall resume its freedom of action
ANY DIFFICULTIES RELATING TO THE APPLICATION OF THIS LETTER SHALL BE SUBMITTED, FAILING AMICABLE AGREEMENT IN ACCORDANCE WITH THE AMICABLE PROCEDURE ABOVE, TO THE COMMERCIAL COURT OF EVRY TO WHICH TERRITORIAL JURISDICTION IS GIVEN, EVEN IN THE EVENT OF A REFERE, A GUARANTEE CALL OR A PLURALITY OF DEFENDANTS.