General Terms and Conditions of Sale
Effective as of 27 September 2019
I. About Sellsy
The Services are provided by SELLSY, a société par actions simplifiée (simplified joint stock company) with capital of €35,281, registered with the La Rochelle Trade and Companies Register under the number B 509 961 074, which is headquartered at 50 avenue du Lazaret, 17000 La Rochelle, France (“SELLSY”).
II. Scope of the General Terms and Conditions of Sale and Use
These general terms and conditions of sale and use (“GTCSU”) are applicable to all use of and access to the Software. They shall be accepted electronically by the Client at the time of Subscription and upon each amendment of the GTCSU. In any event, the GTCSU are always available to Users on the Website.
The GTCSU shall prevail over all contractual documents issued by the Client.
The Client, the Administrators and the Employees acknowledge that they have read and understood the GTCSU and agree to be bound by such terms.
SELLSY reserves the right to amend the GTCSU at any time by notifying the Clients and the Users of any new version. The latter, in turn, undertake to take note of such changes.
The terms beginning with a capital letter in the GTCSU shall have the following meanings:
- Account means a valid account giving access to the Software and to the Services subscribed to by the Client;
- Account Creator means the natural person authorised by the Client to carry out the Subscription and define the Administrators’ and Employee’s accounts;
- Administrator(s) means the status authorising the creation of an Employee account and granting all administrative privileges (access, consultation, modification and export of Content), as well as configuring an Account;
- API (Application Programming Interface) means the programming interface allowing Clients to interconnect the Software to third-party tools (web or desktop application) under their sole responsibility;
- Client means the legal or natural person subscribing to the SELLSY Software or the additional services (Services) for professional purposes only, which are part of their commercial, industrial, craft, self-employment or agricultural activity, including when he or she acts on behalf of another professional;
- Content means any content that Users may download and file from the Tools, including but not limited to Clients’ and prospects’ contact information, commercial documents, invoices, accounting journals, and Personal Data;
- Employee(s) means the natural persons employed by the Client and authorised to use the Software for professional purposes: they have access to an Account configured by the Account Creator, but do not have administration rights on the different Tools;
- License means the non-exclusive license to use the Software granted by SELLSY to the Client and the Users;
- Party/Parties mean SELLSY and/or the Client;
- Personal Data means any personal data relating to a physical person who is or could be identified, according to EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR);
- Price means the prices of the Tools and Services selected by the Client;
- Services means the additional services that may be provided by SELLSY, at the Client’s request, including configuration, assistance, integration or training, as defined in Article 4.2;
- Software is the Software offer named Sellsy and offering several Tools (CRM, invoicing, accounting, inventory, support) developed by SELLSY that can be accessed by “software as a service” (SaaS), a mobile application or via an application programming interface (API) and to which the Client may subscribe;
- Subscription means the contractual commitment binding the Client to SELLSY to use the Software.
- Term means the firm number of months (12) during which the Client is authorised to access and use the Software;
- Trial Account means the test account made available, free of charge, to a Third Party to evaluate the Tools under the conditions of Article 4.4;
- Users means the Account Creator, Administrators, Employees and, where applicable, the third-party clients of the Client to whom it shall give specific and strictly limited access, as well as any third party who has obtained access to the services on a Trial basis.
- Website means the SELLSY website accessible at https://go.sellsy.com/en/ and presenting the Software and the Services.
IV. Description of the Software Offer & Services provided by SELLSY
4.1. Description of the Software
SELLSY is a software that offers several online Tools (CRM, invoicing, accounting, inventory, support), included on smartphones and tablets, with features allowing its Users to manage prospecting, sales, invoicing, client tracking, bank reconciliation, marketing, and to store Content.
The Software is made available under the conditions provided for in these Terms of Sale and Use. The Users can contact the support Team by email to obtain information about access to the Software.
4.2. Description of the Services
At the Client’s request, and for a fee, SELLSY may, through its dedicated Consulting (i), Deployment (ii), Training and Integration (iv) Department, assist the Client for an optimal use of the Software.
The additional Services offered by SELLSY at the Client’s request are subject to an estimate, to :
(i) help the Client to identify his needs and recommend technical and functional solutions ;
(ii) configure the Software according to the needs expressed by the Client in the estimate ;
(iii) train Administrators and Employees to discover or optimise the use of the various features of the Software;
(iv) analyse and import the data, create connectors with third-party tools, according to qualified specifications validated with the Client.
4.3. Privilege levels and access to the Software
User Accounts are defined according to their privilege levels.
When the Client subscribes to Employee Accounts for one or more Employees, they have access to the Software as “Staff members” under the conditions defined by the Administrators.
Administrators have access to all the Employees’ Content. Administrators may, under their sole responsibility, offer one (1) dedicated free access to a certified accountant only, who is a contracting partner of the Client, and who may consult the Content defined by the Administrators and, if necessary, download it.
By default, the Account configured by SELLSY is an Account for the Creator.
Users may share Content, including with third-party customers of the Client.
4.4. Trial Account
SELLSY offers to create a free account for a Third Party wishing to evaluate the Tools.
The Trial Account is made available for a period of fifteen (15) days from the date of access, and in the following conditions :
- It is possible to create only one (1) Trial Account, as a non-renewable offer;
- SELLSY may, at the Third Party’s request, and without being obliged to, grant them the benefit of an additional fifteen (15) days period;
- The Third Party authorised to use a Trial Account acknowledges that they will access the Software for the sole purpose of testing the Tools before a paid Subscription, if any. In this respect, the Third Party is prohibited from using his/her Trial Account for any other purpose, such as performing any processing or services for any third party.
- The Third Party authorised to use a Trial Account must have read, and accepted the GTCSU before accessing the Software ;
- SELLSY shall not be held liable for the use of the Software on a Trial basis, without warranty of any kind, in the event of malfunctions or temporary interruption, during the entire Trial period.
SELLSY reserves the right to delete without notice any Trial Account that does not comply with the foregoing provisions, or any provision of the GTCSU.
In the event that the Trial period is not followed by the subscription of a paid Account, SELLSY will delete the Trial Account and data associated, within ninety (90) days of its termination.
4.5. Client information
The Client acknowledges having verified the suitability of the Services to its needs, and having received all the information and advice necessary to subscribe.
In addition to an access to the online resource centre (FAQ), a documentation containing the precise description of the Software and features is available online on https://go.sellsy.com/en/.
To verify the suitability of the Tools to their needs, the Client may :
- receive a personalised demonstration by a Sales Representative
- obtain access to the Software on a Trial basis (“Trial”), in order to test the various features themselves, according to Article 4.4 of the GTCSU.
The Client acknowledges having been fully informed by SELLSY of the extent of its contractual obligations under the GTCSU.
V. Access to the Software & creation of an Account
5.1. Account Creator
In order to access and use the Software and its features, the Client and the Users must be legally able to enter into a contract and must comply with all applicable laws. The use of the Software and Services must be dedicated to professional purposes only.
At the Client’s request, SELLSY shall create an Account Creator, using the following information that the Client has provided:
- The name of the company;
- First and last name of the Account Creator;
- An email address, which must remain valid for as long as the Account remains active;
- A phone number;
- The country.
The Account Creator undertakes to inform SELLSY of any change in the information the Client has provided when creating the Accounts (Creator or Administrator). In the event of a change of the Account Creator, he or she must notify SELLSY immediately in writing, by email or by sending a request to the support Team, informing them of the new information – including legal – relevant to the modification of the Account and the update of the Account.
5.2. User Accounts
The Account Creator, the Administrators and the Employees declare that they are authorised to use the Software and have accepted the GTCSU on behalf of the Client.
The Account Creator, the Administrator(s) set the configuration for the Employee Accounts (Staff members). The Account Creator, the Administrator also assume sole responsibility for determining, as the case may be, the access limited to the Client’s third-party clients, who can access the following content: quotes, billing history and all documents sent to them by the Users. In this configuration, the Client’s third-party Clients can: pay and sign electronically, access the support team, view Content, or modify information about them.
From their Account, Users access a dashboard allowing them to use the Software and have storage space for their Content.
Third Parties who have been granted access to the Software on a Trial basis declare that they are authorised to use the Software, and that they have accepted the GTCSU in all their provisions.
The password associated with the Account is strictly personal and confidential and should not be shared with third parties. Users are responsible for the loss or theft of their password.
SELLSY recommends that Users change their passwords regularly and that they choose complex passwords that include specific letters, numbers and characters.
The User undertakes to inform SELLSY immediately by email in the event of theft or loss of their identifiers or password.
5.4. The Mobile Application Published by SELLSY
SELLSY provides a mobile application with a tactile interface, accessible from most smartphones and tablets, giving access to the Software. The Client acknowledges that the mobile application may not offer all the features of the Tools.
VI. Sellsy’s Obligations
6.1. SELLSY’S Obligations
SELLSY grants the Client and the Users on behalf of the Client a non-exclusive right to access and use the Software in accordance with the GTCSU.
SELLSY undertakes to exercise caution and diligence in providing a quality service, in accordance with the usual practices and the rules of the art.
SELLSY shall endeavor to provide continuous access to the Tools, 24 hours a day/7 days a week, except in the case of scheduled maintenance as defined in Article 10.1.1 of the GTCSU, suspension of access or in the case of Force Majeure, as defined in article 15.5 of the GTCSU.
6.2. Obligations Associated With Client’s Content
SELLSY undertakes to:
- take the necessary measures to ensure the security and confidentiality of the Content throughout the Term;
- not use the Content for any purpose other than for providing the Tools (including the associated technical support);
- not alter, or transfer the Content ;
- take reasonable precautions to ensure the physical protection of the User Content.
Backups are performed by SELLSY under the conditions presented on the Website at the following address https://go.sellsy.com/en/legacy-information/
VII. Client and User Obligations
7.1. Access to the Tools by the Users
Users must use the Software in accordance with the GTCSU. They agree to be bound by the License for the entire Term.
The Client has a personal right to use the Software under the conditions provided for at the time of Subscription. The Client undertakes to inform SELLSY immediately of any overrun of the number of Users provided for.
The Client shall ensure that Users comply with the GTCSU.
To access the Software, Users must have access to a terminal connected to the Internet.
All costs necessary for the equipment and connection of Users to the Internet and their access to and use of the Software are the sole responsibility of the Client on behalf of whom the Tools are used.
SELLSY recommends that the Client subscribes to the paid Services for configuring the Tools provided by SELLSY’s Consulting, Deployment, Training and Integration Department. Failing this, Users shall assume sole responsibility for configuring the Tools and they alone shall verify their compatibility with their terminals.
7.2. Use of the Software
To use and access the Software, the Client and the Users agree to:
- always provide sincere and truthful Personal Data and update such data if necessary so that it remains complete and accurate;
- use the Software according to their purpose and according to the terms of the GTCSU and cooperate in good faith with SELLSY;
- follow SELLSY’s technical requirements or recommendations;
- never share Software access, which is a personal right;
- use the API in accordance with the online documentation at https://api.sellsy.com/
- respect the rights of third parties and, more generally, all laws and regulations in force relating to the use of the Software;
- not to harm SELLSY’s reputation, to denigrate the Software or Services or to slander SELLSY, especially on the Internet, including social networks, and agrees to use caution and discretion with respect to SELLSY, its employees and/or its offers and Services that they would like to put online;
- not to engage in any conduct that may interrupt, destroy, limit or otherwise harm SELLSY or permit Clients and Users to access and use the Software without authorisation, including using viruses, malicious code, programs or files;
- not to copy or sell any part of the Software, whether in whole or in part.
In the event of failure to comply with the foregoing, SELLSY reserves the right to suspend access to the Client’s Accounts without compensation, notwithstanding the provisions of Article 9.2.2 of the GTCSU.
7.3. Content belonging to the Client and accessible via the Software
The Client is fully and solely responsible for the Content downloaded, stored or posted by Users through the Software. They are informed that the use of the Tools does not exempt them from making such back-up copies.
The Client grants to SELLSY a non-exclusive right to use the Users’ Content in order to operate, feed, secure the Software, and to store Content.
The Client acknowledges that SELLSY has no control over their Content, and undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data.
The Client undertakes to respect and ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, designs and trademarks.
The Client is solely responsible for any Content stored by their own clients, to whom they have given access to the Software.
The Client agrees to make the payments to SELLSY in accordance with article VIII of the GTCSU.
7.5. Recovery of Content at the end of the Term
The Client acknowledges that SELLSY does not store their Content indefinitely. The Client therefore undertakes to export their own data from the Tools at the end of the Term, regardless of the cause.
The Client shall consequently notify Users by any means that they must download their Content from the Tools.
Failing this, the Client may request from SELLSY a new access to the Software to recover its Content within ninety (90) days, under the conditions of Article 9.3.1 (Access to the Software and data recovery by the Customer) of the GTCSU.
8.1. Price of the Software offer
The Prices are indicated on the SELLSY Website https://go.sellsy.com/en/pricing/ , or communicated to the Client by any means chosen by SELLSY, at the Client’s request and before the Subscription.
The Prices may differ in consideration of the number of Users, chosen Tools, applicable currencies and the possible application of taxes.
Throughout the Term, the Client shall be committed to the Tools they chose at the beginning of the Subscription. During the Term, the Client may increase the number of Tools and Users, but may not in any case exchange one Tool for another, or decrease the subscribed number of Tools, or Users.
SELLSY reserves the right to make promotional offers that may differ from the Price policy communicated to the Client.
All Prices due for the Subscription are payable in advance (at the beginning of the Subscription, or at the time of the renewal period). The payments are made by the Client through direct debit from the credit card number they provided at first payment. SELLSY may accept payment by bank transfer, without being obliged to.
The Client may choose to pay monthly for their Subscription, granted by SELLSY under the following conditions:
- mandatory commitment for a minimum of twelve (12) months and all Prices due under the GTCSU are payable in advance, by debit or credit card upon order.
The Client guarantees to have the necessary funds and authorisations to use the payment method they choose.
The Client agrees to maintain an active bank account in the event of an automatic debit and to inform SELLSY as soon as possible of any change in bank details, in order to enable SELLSY to take account of the modifications and to continue the withdrawals.
In case of late payment, the Client shall be subject to payment of a flat sum of forty (40) euros. Any delay in payment shall give rise to the payment of interest by the Client on the remaining amount due on the due date. The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euros, plus ten (10) percentage points.
The Client shall reimburse SELLSY for all costs (including any attorney fees) associated with the collection of payments not honored by the Client.
In the event of non-payment by the Client of one of its invoices, or in case of violation of a provision contained in the GTCSU, SELLSY reserves the right to suspend access to the Software, until payment in full is received.
Invoices shall be established only by electronic means, which the Client expressly accepts. The list of invoices is available to the Client online via a link provided to said Client by SELLSY. The Client agrees not to disseminate this link which can be activated or deactivated by the Client under its responsibility.
The Client agrees to inform SELLSY of any change in its postal and bank address or any other information necessary for payment. Any dispute concerning an invoice must be expressed in a letter or email sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice (or pro forma invoice). In the absence of such letter or email, the Client shall be deemed to have accepted the invoice.
8.4. Changes in the Price Policy
SELLSY reserves the right to update its Price policy at any time subject to the following provisions.
The Prices applicable to Clients when creating their Account are guaranteed until the renewal of the Term and the new Price Policy shall also apply after the renewal of the Term.
The Client remains free not to renew the Subscription, if they do not accept the new Prices.
IX. Term & Termination
The Subscription is for a Term of twelve (12) months, and may be renewed at the request of the Client for the Term and the Tools of his choice.
In the case where the Client does not request renewal, the Subscription shall end on the last day of the Term.
Each Party undertakes to fulfil their obligation and to comply with the GTCSU during the Term. In the event that the Client wishes to terminate the Subscription before the Term, the Client acknowledges that the entire initially chosen Term shall be invoiced despite the termination during Subscription in progress, and that they will pay the agreed Price. No refund or credit can be issued for partial use of the Software.
9.2.2 Negligent breach
The Subscription may be terminated early by either Party in the case of failure to comply with the GTCSU and negligent breach of any of the obligations set out therein. Early termination shall take place thirty (30) days after formal notice has been given by registered letter with acknowledgement of receipt to the defaulting Party, stating the intention to apply this explicit termination clause, which has remained without effect.
In Particular :
- In the event of late payment by more than thirty (30) days, SELLSY may consider that the GTCSU have been terminated on the date on which payment is due;
- SELLSY reserves the right to unilaterally terminate a Client’s Subscription if the Content stored, posted and/or exchanged by the Users creates operational or server-related problems.
The termination must be notified to the defaulting Party by registered letter with acknowledgement of receipt.
9.3. Data recovery at the end of the Term
9.3.1 Access to the Software and data recovery by the Client
Notwithstanding the provisions of Article 7.5 of the GTCSU, the Client may, within ninety (90) days of the end of the Term, for whatever reason, make one (1) request to SELLSY in order to allow Users to access their Accounts.
Access is granted for seven (7) days, under the conditions of access to a Trial Account, to consult and export their Content in a structured format, commonly used and readable by any terminal (CSV and/or PDF):
- Documents: quotes, invoices, delivery notes, purchase orders, credit notes, proforma invoices, templates, invoicing log, details of document lines, list of deadlines ;
- Catalogue: products, services, statistics, catalogue ;
- Bank: payments, remittances, list of direct debits, list of mandates ;
- Subscriptions: subscriptions and occurrences ;
- Purchases: invoices, credit notes, purchase orders, delivery notes, details of document lines, products in progress;
- Expense reports
- Accounting: sales journal, purchase journal, cash journal, bank journal, cash journal, cash journal, aged balance..;
- Cashier: receipts
- Stock: stock movements, serial numbers
- Rentals: calendar of rentals, rentals
- Reports: sales report by product / service, sales report by customer, sales report by case.
9.3.2 SELLSY Return of Content
The Client may, within ninety (90) days after the end of the Term, for whatever reason, request from SELLSY, for a fee, a copy of their Content, which SELLSY shall return to the Client in a structured format, commonly used and readable by any terminal.
To the extent that the Client’s request relates to matters not provided for in article 9.3.1, or requires SELLSY to implement complex recovery processes, the total cost of recovery of the items listed as follows, external support and secure shipment shall be provided in a quote and shall be borne by the Client.
To the extent that such recovery is technically possible, these items are as follows :
- History of login by employees;
- History of creation and modification (client, lead, supplier, contact, product, service, support ticket, expense reports, opportunity, scoring of clients/leads, project and project entry, rental, reservation, marketing campaign, template redactor, document redactor, supplier invoice, supplier credit note, supplier delivery note, supplier purchase order, time tracking, invoice, quote, delivery note, purchase order, credit note, proforma invoice, document template);
- History of client imports, lead, supplier, contact, comment, product, service, inventory, rates, opportunity;
- History of emails opened.
SELLSY shall remove the Client’s Content from its servers one (1) year after the end of his or her subscription, except for any Content required by law or regulation to be stored for a longer period or a legitimate reason.
X. Liability & Exclusion of Warranties
10.1 Responsibilities and Warranties of SELLSY
SELLSY provides the Software and the Services on the basis of an obligation of means.
SELLSY does not warrant that the Tools shall operate without interruption or malfunction, or are free of any defects or errors that may be corrected, or that they are compatible with hardware or a configuration other than those expressly approved by SELLSY.
SELLSY reserves the right to temporarily interrupt at any time, any access to the Tools:
- to carry out technical maintenance, updates, or improvements to the Services which shall contribute to their proper functioning or to repair a breakdown. SELLSY shall do its utmost to notify the Client of such interruptions;
- in the event of unavailability of the servers for any reason whatsoever;
- in the event of unpaid invoices, breaches of the GTCSU, violations by a third party of the security of the Software and the Content hosted by SELLSY.
No temporary interruption of the Services shall give rise, in these circumstances, to any payment of compensation to the Client.
The additional services that may be provided by SELLSY at the Client’s request, including configuration, assistance or training, can never substitute for the administrative and management functions and the obligations of the Clients.
Subject to Subscription to the Services concerned, SELLSY’s assistance is provided only for use of the Tools, never for the organisation or management of the Clients’ activities.
Failing Subscription to the Support Services, Clients may consult the Frequently Asked Questions page available on the Website.
SELLSY does not guarantee that Subscription to the Software and the Services shall improve the performance of the Client’s business.
This clause is essential for SELLSY and forms part of the agreement between the Parties.
In no event shall SELLSY be directly or indirectly liable for any damage caused to Clients, Users or any third party by reason of their fault.
SELLSY reserves the right to terminate the sale of a Tool or of a feature without compensation after a two (2) months’ notice period, and the right to modify and develop the Software’s features at its sole discretion.
10.1.2 Hosting and storage of Client Content
The Software is hosted on SELLSY’s dedicated and secured platform, in a data center located in France. SELLSY’s servers are managed by a professional web hosting provider: CLARANET FRANCE.
The Client’s Content, whether stored, uploaded or downloaded by Users, is stored on dedicated external servers belonging to SELLSY.
The Client’s Content shall be stored on SELLSY’s servers for one (1) year after the end of his or her Subscription, except for any Content that may be required by law or regulation to be stored for a longer period.
SELLSY only allows access to the Software and the Content to the persons specifically authorized by SELLSY and the Client.
SELLSY implements the technical measures and means necessary to ensure the security of the connections, the Clients’ Content and their Personal Data. To this end, SELLSY uses the TLS-SSL protocol, which makes it possible to encrypt any information, including billing. This encryption process protects the data by systematic interference of the information before it is transferred to SELLSY.
10.2 SELLSY’s Limited Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLSY’S SERVICES (INCLUDING FOR THE TOOLS OFFERED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS IS. SELLSY DOES NOT WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
Throughout the Term and regardless of the cause, SELLSY’s total aggregate liability shall never exceed the amount actually received by SELLSY from a Client as compensation for the Subscription.
However, this liability limit does not apply to liability due to:
- death or personal injury ;
- gross negligence, willful misconduct or fraud ;
- any other basis that cannot be excluded or limited under the applicable regulations.
SELLSY can only be held liable for the damage which SELLSY has directly and exclusively caused, without any joint or in solidum agreement with third parties having contributed to the damage.
10.3 Responsibility and Warranty of the Client
10.3.1 Access and Use of the Software
The Client acknowledges that the Software constitutes a particularly complex platform, particularly in terms of computer technology. SELLSY uses state of the art techniques, but nevertheless, the current state of knowledge, tests and experiments cannot cover all possible uses. The Client therefore undertakes to bear the risks of inadequacy or unavailability of the Tools.
The Client acts as an independent entity and, therefore, assumes all risks of its business. It is solely responsible for the Subscription, information on the Content and files sent, distributed or collected, as well as for their operation and updating.
The Client is responsible for:
- their access to and use of the Software by all their Users;
- obtaining and maintaining all necessary equipment to access the Software ;
- ensuring that such equipment is compatible with the Software.
The Client may, at their own risk, give their clients access to their Account. The Client’s insurance must cover such risks.
The Client must present any claims against SELLSY within forty-eight (48) hours following the event.
10.3.2 The Client and the Users’ Equipment
To use and improve the Software, SELLSY may recommend technical requirements or certain configurations. The Client and the Users are responsible for following these technical requirements or recommendations.
The Client and the Users are solely responsible for their connection to the Internet and all related costs. Access to the Tools may be gained by means of software downloaded onto the Clients’ and Users’ terminals. The Client and the Users agree that SELLSY may automatically update such software, and the GTCSU shall apply to such updates.
The Client and the Users declare that they understand that SELLSY cannot be held responsible in the event of an interruption of the Internet connection, for viruses affecting their data and/or software, the possible misuse of Account passwords and, more generally, any damage caused by third parties.
The Client is solely responsible for the use and implementation of means to ensure the security, protection and backup of their equipment, their Content and software. As such, the Client undertakes to take all appropriate measures to protect their Content.
The User undertakes not to commit any act which could jeopardise the security of the Software platform.
10.3.3 Client’s Warranties
The Client guarantees SELLSY (as well as their affiliates, subsidiaries, their officers, directors, employees and agents) against any claim or lawsuit, including reasonable attorney’s fees, made by a third party as a result of the breach of the GTCSU, their misuse of the Tools (including by the Users) or the violation of any law or the rights of a third party.
The Client agrees to use the Software in accordance with applicable laws and regulations. In the event that SELLSY is held jointly and severally liable in any administrative or judicial proceedings, due to the irregular use of the Software by the Client and/or the Users, the Client undertakes to indemnify SELLSY for the entire amount that may be claimed from it.
XI. Intellectual Property
11.1 Intellectual Property of SELLSY
The Software, the Website and the Services full belong to SELLSY without limitation. The Client and Users are authorised to use the Software in accordance with the License. All rights not expressly granted by the GTCSU are reserved.
The SELLSY websites and the Software developed by SELLSY are original works protected by intellectual property rights and international conventions.
The Client and the Users warrant that they shall not modify, rent, borrow, sell or distribute such works or create derivative works based in whole or in part on them. They agree not to carry out any reverse engineering, except under the legal conditions.
No use of the SELLSY name or trademark may be made without the prior written consent of SELLSY.
The Client and the Users acknowledge that SELLSY is the sole owner of its intellectual property rights, and in particular the Software, and shall not at any time contest this ownership or the validity of the intellectual property of SELLSY or the rights attached thereto.
The materials available through the Tools or on the Website, such as software, databases, tools, platform, web pages, text, photographs, images, icons, sounds, videos and, more generally, all the information available for the Clients and Users, are the sole and exclusive property of SELLSY.
11.2 Intellectual Property of the Clients
Neither Party acquires any intellectual property rights in the other’s databases, nor on its trademarks, drawings, graphics, screens or software.
Thus, the Content belongs to the Clients, who specifically authorises SELLSY to use the Content, exclusively under the conditions and within the limits provided for in these GTCSU, and in particular in articles 6.2 and XII.
No use of the Client’s name or trademark may be made without the prior written consent of the Client.
XII. Protection of Personal Data
12.1 Description and purposes of the Processing, collected data
The Parties involved in the processing are: the Client, the Client’s employees. customers, prospects and suppliers of the Client, etc.
SELLSY collects the personal data of Users such as – surname, first name, email, address, phone number, date of birth, photograph, the name of their customers or prospects, logins, IP address, etc.
The purposes of the processing are:
- Creation of Accounts (Sellsy Account, Trial Account);
- Management of the security of the Website and the Software;
- Management of commercial relationship (subscriptions, orders, complaints, support);
- Management of prospects and requests for information (sending commercial offers, newsletters, white papers, etc.);
- Management of requests to exercise the rights of Users: rights of access to their Personal Data, rights of rectification, deletion, opposition, portability and processing limitations.
If the Client uses the services to process other Data or categories of Personal Data (such as sensitive Data as defined by the GDPR) or for other processing or purposes, the Client does so at their own risk, and SELLSY cannot be held responsible for any breach of regulations.
12.2 Obligations of the Parties: General
The Parties acknowledge that SELLSY, as the Publisher, will have access to and process the Personal Data entered by the Client into the Software for the sole purpose of fulfilling their obligations under these GTCSU.
As the controller, the Client is responsible for complying with their own legal and regulatory obligations regarding the processing of Personal Data. The Client acknowledges that the resources implemented by SELLSY within the framework of these GTCSU constitute sufficient guarantees of compliance with regulations, and the Client undertakes to comply at all times with the laws and regulations in force in this regard.
As a processor, SELLSY is limited to following the Client’s documented instructions for processing, subject to alerting the Client if instructions are given that do not comply with the regulations.
The Parties acknowledge that the fulfilment of the purpose of these GTCSU and the use of the Services constitute the documented instructions of the Client. It is specified that any instruction not documented in writing or not in compliance with the regulations shall not be taken into account by SELLSY.
SELLSY shall immediately inform the Client if, in their opinion, an instruction constitutes a breach of this regulation or other provisions of EU law or the law of the Member States relating to the protection of Personal Data.
It is understood that SELLSY cannot be held responsible for decisions made by the Client as controller and that the purpose of these GTCSU is not the provision of legal advice.
The Client undertakes to alert SELLSY without delay if the services requested by the Client change, leading to or threatening to change SELLSY’s status in the light of the regulations.
12.3 Obligations of the Processor
12.3.1 Cooperation and Assistance
The Client acknowledges that the following due diligence measures satisfy SELLSY’s obligation of cooperation and assistance to enable them to ensure compliance with the regulations, in particular:
- notifications of personal data breach, which will be transmitted to them by SELLSY as soon as possible after becoming aware of the said breach (12.3.2 Security and confidentiality);
- requests to exercise the rights of the Client’s customers (access, rectification, object, portability). As a processor, SELLSY is limited to assisting the Client in fulfilling their own obligations. Thus, SELLSY never responds to requests to exercise such rights that are addressed directly: in the event that SELLSY comes to be recipient of such a request, it will be sent to the Client as soon as possible so that the Client can manage the consequences;
- documents and information necessary for the satisfaction of the controller of their Accountability obligations.
12.3.2 Security and confidentiality
- The Client acknowledges that the following procedures satisfy the obligation of security and confidentiality necessary for compliance of the processing with the regulations:
- The Client’s Data and the Tools are hosted on SELLSY’s own servers, hosted in the infrastructure of Claranet France located in France (ISO 27001 certified, PCI-DSS security, ISO 9001: 2008), one of the top European professional hosts;
- Server security and SELLSY operating software updates are checked in real time;
- SELLSY uses the TLS-SSL protocol to encrypt data transfers. This encryption method protects the data by systematic scrambling of the information before it is transferred to SELLSY ;
- SELLSY only allows access to the Tools and the Client’s Data to those specifically authorised by SELLSY and the Client ;
- No employee of SELLSY has access to the Client’s Data, unless access to such information is necessary for the Subscription or for the implementation of the Services. At the request of the Client or the Users and subject to Subscription to the Support Services, SELLSY may connect remotely to their Accounts, after formalisation of the User’s agreement in a support ticket, to assist them in the configuration or use of the Tools ;
- Each employee of SELLSY is bound by a commitment regarding the protection of Personal Data;
- SELLSY will inform the Client of any Personal Data breach, as soon as possible after learning of it in view of the notification period given to the data controller by Articles 33 and 34 of the GDPR.
- SELLSY will promptly investigate any breach of Personal Data in order to remedy such breach.
- SELLSY will inform the Client promptly of the corrective measures and the measures put in place to remedy them.
- SELLSY undertakes to assist the Client in its implementation of a data protection impact assessment, within the limits of the provision of subcontracting and information available to SELLSY, and may not be considered liable because of this.
The Client authorises SELLSY to use subprocessors acting in their name and on their behalf to assist in the processing of the Client’s Personal Data. Thus, SELLSY uses the following subprocessors:
- Claranet France (hosting)
- Esker (sending mail)
- Dolist (sending emailing campaigns)
- Sendgrid, Nylas (routing)
- Budget Insight (bank reconciliation)
- Xeno (Chat with SELLSY Support Team)
- Yousign (Electronic signature)
SELLSY takes all necessary precautions to the choice of their subprocessors to whom their Client’s Personal Data are entrusted, and shall inform the Client of any planned changes regarding the addition or replacement of a subprocessor by any written notification at their earliest convenience.
The Client may object to such an addition or replacement by notifying SELLSY in writing within ten (10) days of receipt of the SELLSY’s addition or replacement notification. The Client acknowledges and agrees that the absence of an objection within the aforementioned period shall constitute an acceptance on its part of a new processor. In the event that the Client objects to the appointment of a subprocessor, for a legitimate reason, the Parties agree that either Party may terminate the Subscription.
Contracts entered into by SELLSY with any subprocessor contain the same obligations as set out in these GTCSU, including requiring the subprocessor to process the Client’s Personal Data only in accordance with SELLSY’s written instructions.
SELLSY remains fully liable towards the Client for any processing carried out by the subprocessor in violation of the obligations of these GTCSU.
If the Client deems it necessary to carry out an audit in accordance with the regulations to verify the compliance of the Software provided with the regulations and the GTCSU, SELLSY agrees to comply under the following conditions: SELLSY provides the Client, at its request and by email, the necessary documentation to demonstrate SELLSY’s compliance with its obligations as a processor. If the Client considers that this documentation does not allow them to demonstrate compliance of the Services with the regulations, the Client issue an on-site audit request, justified and documented, by registered letter with acknowledgement of receipt.
The audit must be performed by an independent auditor of known reputation, not competing with SELLSY’s business activities. This independent auditor is chosen by the Client and accepted by SELLSY.
The auditor must have the required professional qualifications and be subject to a confidentiality agreement.
The Parties acknowledge that all reports and information obtained as part of this audit are confidential information.
The start date of the audit, the duration and scope of the audit must be agreed between the Parties with a minimum of 30 working days’ notice.
The frequency of audits is limited to one audit per year and must not disrupt SELLSY’s activity. The audit can only be carried out during SELLSY’s business hours. The audit shall not include access to information not related to the processing performed in accordance with these GTCSU or physical access to the servers on which the Solution is saved.
The Client shall bear the full costs and expenses incurred due to the audit and shall reimburse SELLSY for all costs incurred for this purpose, including the time spent on the audit on the basis of the average hourly rate of SELLSY staff who have collaborated with the audit.
12.3.5 Location – Data Transfers
Personal Data of Users are stored in France on SELLSY servers, hosted by CLARANET France.
Transfers to the United States with appropriate guarantees may be considered, for certain IT services, only for the purposes described in Article 12.1.
For their service providers established in the United States, SELLSY verifies, prior to the transfer, that they have joined the EU-US Privacy Shield, which ensures an adequate level of data protection (Decision (EU) 2016/1250 of 12 July 2016).
If SELLSY were to transfer the Personal Data to other non-EU providers, SELLSY would first ensure they are bound by the standard contractual clauses approved by the European Commission.
12.3.6 Restitution, destruction de données à caractère personnel
At the end of this Agreement, at the Client’s option and within 30 days of the Client’s request to SELLSY for this purpose, SELLSY will immediately return to the Client all Personal Data and all copies thereof or will delete or destroy the Personal Data in a secure manner.
In accordance with article L.122-6-1 of the French Intellectual Property Code, the Client may obtain information from SELLSY on the interoperability of the Software by sending its request by registered mail to: SAS SELLSY, 50 avenue du Lazaret – 17000 La Rochelle, France.
SELLSY shall have a period of two (2) months to send the requested information to the Client. The information shall be disclosed for the sole purpose of fulfilling its legal obligations.
Under no circumstances shall this information be provided by the Client to a third party, even free of charge.
Notwithstanding the provisions of Article 12.3.3, SELLSY reserves the right to subcontract all services, to assist it in achieving the purpose of the GTCSU.
XV. Miscellaneous provisions
15.1 Non-Solicitation of Personnel
The Client undertakes not to hire or solicit the hiring or the services (in any form whatsoever) for themself or for a third party, directly or indirectly, of any employee of SELLSY (i.e. any employee of SELLSY on the day of the conclusion of the Subscription, or who concludes an employment contract with SELLSY during the Term, regardless of whether said person left SELLSY during the said Term) or to encourage one of SELLSY’s employees to quit the job that he or she performs or shall perform within SELLSY.
This obligation shall terminate twelve (12) months after termination of the Subscription for any reason whatsoever.
In the event of breach of this article, the Client agrees to pay SELLSY, as a penalty clause, an amount equal to twelve (12) months of the monthly salary (net of employer and employee social contributions) paid by SELLSY to the employee concerned, on the date on which the breach of the obligation is established. This penalty shall be due for each SELLSY employee who is hired by the Client or whose services are solicited by the Client in any form whatsoever.
In accordance with Article 1228 of the French Civil Code, SELLSY may pursue the enforced execution of this obligation instead of claiming payment of this penalty clause.
“Confidential Information” means, without limitation, all information and data communicated –in writing and/or orally– by one Party to the other Party in connection with implementing the Subscription, in particular graphs, drawings, plans, reports, client lists, price lists, results, meeting minutes, instructions and other items of any kind.
Each Party undertakes on its behalf (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep the Confidential Information strictly confidential, using the same means and procedures as those used for their own confidential information.
This confidentiality obligation does not cover Confidential Information:
- that is in the public domain at the time of its communication or information which has fallen into the public domain after this date (without this being the result of a violation of the GTCSU);
- that has been disclosed to a Party on a non-confidential basis by a source other than the other Party, provided that it is not in violation of a confidentiality agreement or the GTCSU;
- and that any law or regulation or any court decision or authority would require to be disclosed.
15.3 Lack of Right of Withdrawal
In accordance with the French Consumer Code, the right of withdrawal is not applicable to the services provided by SELLSY insofar as they are exclusively intended for professional Clients and necessarily fall within their main field of activity, whether it is commercial, industrial, craft, self-employment or agricultural, including when acting in the name or on behalf of another professional.
For any request, Clients and Users can write to SELLSY at: 50 avenue du Lazaret, 17000 La Rochelle, France.
Clients and Users may report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending a notification to SELLSY with the following information:
- Date of the notification ;
- First and last name, employment, address, nationality, date and place of birth (and for a company: type of company, name, address and name of its representative);
- A description of the facts and their location;
- The reason for the notification (with a legal explanation);
- A copy of the letter sent to the author of the content or justification that the author cannot be contacted.
15.5 Force Majeure
No party will be responsible for any fault or delay in performance caused by a factor constituting a case of force majeure in application of Article 1218 of the French Civil Code, such as, but not limited to, fires, floods, natural disasters, earthquake, Internet connection interruptions by the ISP, cyber-attacks, strikes, or lockouts (“Force Majeure”).
In such a case, the obligations of the Parties shall be suspended from the notification of this cause for exemption by one of the Parties to the other Party until the problem is resolved.
Should such circumstances continue for more than fifteen (15) days, the Parties agree to enter into discussions to modify the terms of their respective commitments.
If no agreement or alternative is possible, these commitments can then be revoked without damages, by simple written notification by registered letter with acknowledgement of receipt, without any compensation or notice.
15.6 Severability, Waiver, Disability
No waiver by SELLSY of any of their obligations shall be considered or construed as a waiver of their benefit.
If one or more clauses of the GTCSU are declared invalid, the rest of the clauses shall retain their full force and effect. In this case, the Parties shall, if possible, replace the canceled clause with a valid clause in line with the spirit and purpose of the GTCSU.
15.7 Relationship Between the Parties
Under no circumstances shall the GTCSU be considered as establishing a de facto or joint-stock company between the Parties or any other situation entailing any mutual or joint representation between them with regard to third parties. The GTCSU shall not create any relationship of subordination between the Parties, who retain their full autonomy with respect to each other.
15.8 Intuitu personae
The Clients and Users are strictly prohibited from assigning all or part of their rights and obligations under the GTCSU.
15.9 Survival of articles
Articles IX, X, XI, XII, XIII and XV shall survive the expiration or termination of the Subscription for any reason whatsoever.
15.10 Ethics and Sustainable Development
The Parties declare that they abide by the principles advocated by the International Labor Organisation and their existing labor law legislation, participate in occupational safety risk prevention and, more generally, comply with the legislation in force with respect to the health and safety of workers, adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.
XVI. Applicable Law
The GTCSU are governed by French law.
The effective date of the GTCSU is September 27, 2019. In the event that a translated version of the GTCSU conflicts with the French version, the French version shall prevail.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LITIGATION WITH RESPECT TO ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBJECT TO THE EXCLUSIVE AUTHORITY OF THE COURTS HAVING JURISDICTION OVER SELLSY’S REGISTERED OFFICE, DESPITE MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.
General Terms and Conditions of Use of Sellsy Software
Effective as of 15 April 2020
These general terms and conditions of use (“GTCU”) are applicable to all use of and access to the Software.
The Preamble is an integral part of these GTCU.
The use of the Software free of charge (Trial Account) or paying (paid subscription to the Software) is subject to compliance with these GTCU. The User hereby confirms to have read, understood and accepted these GTCU.
The use of the Software also implies acceptance of the General Terms and Conditions of Sale (GTCS), at the time of Subscription, by the Account Creator, an Administrator, or a Decision-maker. These General Terms and Conditions of Sale shall prevail over these GTCU.
Sellsy reserves the right, at any time, to adapt, or modify the present GTCU, by notifying any new version to the User who undertakes to take note of these modifications.
Article 1 — Access to the Software
Sellsy only allows access to the Software to the persons specifically authorised by Sellsy and the Users.
Sellsy undertakes to use all means to provide the User with reliable and efficient access to the Software. Access to the Support Team is available under the terms of the subscription (paid Account).
The User acknowledges that the Software constitutes a particularly complex platform, particularly in terms of computer technology. The User therefore undertakes to bear the risks of inadequacy or unavailability of the Software.
To use and improve the Software, Sellsy may recommend technical requirements or certain configurations. The User is responsible for following these technical requirements or recommendations, and for ensuring that their equipment is compatible with the Software.
The User is solely responsible for their connection to the Internet and all related costs. The User declares that he/she understands that Sellsy cannot be held responsible in the event of an interruption of the Internet connection, for viruses affecting their data and/or software, the possible misuse of Account passwords and, more generally, any damage caused by third parties.
1.2 Trial Account
Sellsy offers to create a free account for a Third Party wishing to evaluate the Software.
The Trial Account is made available for a period of fifteen (15) days from the date of access, and in the following conditions :
— It is possible to create only one (1) Trial Account, as a non-renewable offer;
— Sellsy may, at the Third Party’s request, and without being obliged to, grant them the benefit of an additional fifteen (15) days period;
— The User authorised to use a Trial Account acknowledges that they will access the Software for the sole purpose of testing the features before a paid Subscription, if any. In this respect, the User is prohibited from using their Trial Account for any other purpose, such as performing any processing or services for any third party.
— Sellsy shall not be held liable for the use of the Software on a Trial basis, without warranty of any kind, in the event of malfunctions or temporary interruption, during the entire Trial period.
— Sellsy reserves the right to delete without notice any Trial Account that does not comply with the foregoing provisions, or any provision of the GTCU.
In the event that the Trial period is not followed by the subscription of a paid Account, Sellsy will delete the Trial Account and data associated, within ninety (90) days of its termination.
Article 2 — Use of the Software
The User is solely responsible for the use and implementation of means to ensure the security, protection and backup of their equipment, their Content and software.
The User undertakes not to commit any act which could jeopardise the security of the Software platform, and agrees to use the Software in accordance with applicable laws and regulations.
Article 3 — Liability
Sellsy implements the technical measures and means necessary to ensure the security of the connections, the Users’ Content and their Personal Data.
Sellsy provides the Software on the basis of an obligation of means. Sellsy uses state of the art techniques, but nevertheless, the current state of knowledge, tests and experiments cannot cover all possible uses.
Sellsy does not warrant that the Software shall operate without interruption or malfunction, or is free of any defects or errors that may be corrected, or that it is compatible with hardware or a configuration other than those expressly approved by Sellsy.
The User is responsible for:
— their access to and use of the Software by all their Users;
— obtaining and maintaining all necessary equipment to access the Software;
— ensuring that such equipment is compatible with the Software.
Sellsy reserves the right to temporarily interrupt at any time, any access to the Software:
— to carry out technical maintenance, updates, or improvements to the Services which shall contribute to their proper functioning or to repair a breakdown. Sellsy shall do its utmost to notify the User of such interruptions;
— in the event of unavailability of the servers for any reason whatsoever;
— in the event of unpaid invoices, breaches of the presents GTCU or GTCS, violations by a third party of the security of the Software and the Content hosted by Sellsy.
No temporary interruption of the Services shall give rise, in these circumstances, to any payment of compensation.
Article 4 — Intellectual Property
The Software is the exclusive property of Sellsy. The User is authorised to use the Software in accordance with the License. All rights not expressly granted by the GTCU are reserved.
The Software developed by Sellsy is an original work protected by intellectual property rights and international conventions.
The User warrants that he/she shall not modify, rent, borrow, sell or distribute such works or create derivative works based in whole or in part on them. He/she agrees not to carry out any reverse engineering, except under the legal conditions.
No use of the Sellsy name or trademark may be made without the prior written consent of Sellsy.
The User acknowledges that Sellsy is the sole owner of its intellectual property rights, and in particular the Software, and shall not at any time contest this ownership or the validity of the intellectual property of Sellsy or the rights attached thereto.
The materials available, such as software, databases, tools, platform, web pages, text, photographs, images, icons, sounds, videos and, more generally, all the information available for the User, are the sole and exclusive property of Sellsy.
Article 5 — Termination
In the case of failure by the User to comply with these GTCU, Sellsy reserves the right to terminate their access or delete their account.
Sellsy reserves the right to initiate any legal action it shall deem necessary in order to put an end to the violation of their rights.
Article 6 — Protection of Personal Data
In accordance with the Data Protection Regulation, the User may exercise their rights of access, rectification, erasure, data portability, restriction or object to processing, in certains circumstances. The User establishing their identity may exercise these rights directly at firstname.lastname@example.org.
Article 7 — Applicable Law
The GTCU are governed by French law.
The effective date of the GTCU is April 15th, 2020. In the event that a translated version of the GTCU conflicts with the French version, the French version shall prevail.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY LITIGATION WITH RESPECT TO ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBJECT TO THE EXCLUSIVE AUTHORITY OF THE COURTS HAVING JURISDICTION OVER SELLSY’S REGISTERED OFFICE, DESPITE MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.
Referral Program’s General Conditions (RPGC)
I. About the Referral Program’s General Conditions
The RPGC govern the relationship between the Sponsor and EASYBILL INC, a Delaware corporation with its principal place of business located at 60 Broad Street, Suite 3502, New York, NY 10004 (“EASYBILL INC”).
The Sponsor acknowledges having read and accepted the terms of the RPGC without reservation, that he/she validated the Account when it was created by checking the box establishing the proof of their acceptance.
The RPGC may be consulted at any time by the Sponsor from their Sellsy Account (from the “Settings – Referral” menu). EASYBILL INC may at any time and at its discretion make changes subject to notifying the Sponsor by any means, including by email.
Terms in upper case letters in the RPGC have the following meanings:
Account refers to a valid and paying account of a Sponsor giving access to EASYBILL INC’s services and in particular to Sellsy;
Commission refers to the amount, excluding taxes, paid in dollars to the Sponsor of EASYBILL INC in the event of Subscription to Sellsy by one of their referrals, subject to its final acceptance by EASYBILL INC;
Party (ies) individually refers to EASYBILL INC or the Sponsor and collectively to EASYBILL INC and the Sponsor;
Promotional Tools refer to all elements (logos, banners, etc.) made available by EASYBILL INC to the Sponsor to promote Sellsy;
Referral refers to the legal entity subscribing to Sellsy with the Referral Link of a Sponsor or by any other means accepted by EASYBILL INC;
Referral Link refers to the link generated by EASYBILL INC and specific to the Sponsor, which is accessible from the Account and which he/she may share with third parties for Subscription;
Referral Program refers to the referral program offered by EASYBILL INC free of charge and governed by the RPGC, enabling the Sponsor, to the extent that the conditions are met, to receive Commissions;
RPGC refers to these general conditions of affiliation governing the contractual relationship between EASYBILL INC and the Sponsor within the framework of the Referral Program;
Sellsy refers to the software belonging to EASYBILL INC, accessible as a “software as a service” (SaaS), from a mobile application or by an application programming interface (API) and giving access to the services offered by EASYBILL INC;
Sponsor refers to a legal entity client of EASYBILL INC, having a valid and paying Account and subject to Sellsy’s general conditions of use, registered in the Referral Progrm under the terms of Article III in the RPGC. In the event that the Referral Program is put in place by an employee or other person appointed by a customer of EASYBILL INC, he/she is guaranteed to be authorized to conclude for the name of the legal entity concerned;
Subscription refers to the subscription request made by a referral to EASYBILL INC in order to have an Account and access to Sellsy. For the Subscription to be effective, it must be accepted by EASYBILL INC.
III. Referral Program Registration by the sponsor
3.1 Registration Details
Any entity that has a valid Account is automatically a member of the Referral Program without any obligation to participate.
Registration for the Referral Program is made exclusively upon the Sponsor’s option:
– by sharing the Referral Link on his/her Account;
– by entering contacts in “Provide us with your contacts” in the Selly customer space.
No commission will be paid in the event of failure to meet the conditions above.
3.2 Sponsor’s Commitments
If he/she wishes to participate in the Referral Program, the Sponsor agrees to:
– Provide EASYBILL INC with all true and accurate information, including information regarding its legal identification;
-Comply with its obligations under the RPGC;
-Ensure that Sellsy is promoted fairly.
EASYBILL INC reserves the right to accept or not the participation of a Sponsor in the Referral Program, in particular if the Sponsor, who plans to use the Promotional Tools, publishes sites of an illegal nature, including illegal or unlawful content in accordance with the laws and regulations in force and the rights of third parties (such as racist, defamatory or incitement to any form of discrimination or extremism) or that may harm Sellsy’s image (including pornographic content).
No provision of the RPGC shall be construed as conferring on the Sponsor the status of representative or agent of EASYBILL INC or conferring on him any power to hold EASYBILL INC liable.
The Sponsor is not in any way mandated to compel third parties to EASYBILL INC in any way, including its affiliates.
IV. Terms and conditions of the promotion of Sellsy by the sponsor throught the referral program
4.1 EASYBILL INC’s commitments to enable the Sponsor to promote Sellsy are in accordance with the Referral Program
Each Sponsor has a Referral Link to be sent to third parties as well as Promotional Tools for marketing purposes (such as logos and banners) from their Account.
EASYBILL INC shall make their best efforts to ensure the effectiveness of the Referral Link.
The Sponsor may contact EASYBILL INC for further Promotional Tools without EASYBILL INC being obligated to provide them.
EASYBILL INC agrees to use the information provided by the Sponsor in compliance with the Referral Program. The personal data that may be transmitted by the Sponsor shall be processed in accordance with the Sponsor’s request for the sole purpose of sending emails or making telephone contacts for commercial prospecting and shall not be retained by EASYBILL INC for anything other than commercial prospecting.
In the event of a Subscription validation by EASYBILL INC, EASYBILL INC shall pay the Commission to the Sponsor under the conditions defined in Article 5 of the RPGC.
4.2 Sponsor Behaviors Authorized by EASYBILL INC as part of the Referral Program
When the Sponsor actively participates in the Referral Program, EASYBILL INC authorizes he/she to promote Sellsy, on a non-exclusive basis, by:
– Reproducing on their website and websites published by third parties (in compliance with their general conditions of use) or by sharing the Referral Link and/or the Promotional Tools that are accessible from his or her Account or by the share buttons from their social media accounts opened in their name;
– Sending invitation emails to subscribe to Sellsy to any legal entity(ies) belonging to his/her professional circle, family and/or friends: the contents of the email written by EASYBILL INC may be modified by the Sponsor and must contains the Referral Link;
– Communicating the contact details of any legal entity(ies) belonging to his family circle and/or his circle of friends who may be interested in Sellsy, to EASYBILL INC with the forms available on his/her Account.
When submitting the Referral Link and/or Promotional Tools on the Internet, including on their website or social media, the Sponsor agrees to verify that:
– The Promotional Tools do not contain illegal content (including racist, defamatory and denigrating content) or pornographic content or which may devalue the image of Sellsy and EASYBILL INC;
– The website or social media publisher has authorized the publication of promotional links on their site;
– That he/she does not breach applicable law or regulations.
When the Sponsor promotes Sellsy by email, he/she must under no circumstances:
– Send emails that could resemble spam by their repetitive nature. The Sponsor engages to ensure compliance with the law no. 78-17 of January 6, 1978, the French Data Protection Act, in particular with regard to the collection and processing of personal data;
– Send promotional emails to people outside his/her professional circle, family and/or friends;
– Delete, remove, or modify the Referral Link in emails sent to third parties;
– Add illicit messages in emails sent to promote Sellsy, including defamatory, abusive, denigrating, etc., messages unrelated to Sellsy or messages promoting EASYBILL INC’s competing products and/or services.
V. Easybill Inc payment terms from the commission to the sponsor
5.1 Obligatory Validation of the Subscription of the Referral by EASYBILL INC
The Commission is payable under the conditions defined below when the referral subscribes to Sellsy with the Referral Link by opening a paying Account. The Sponsor shall not receive a Commission:
-If he has not registered in accordance with the terms of Article 3.1 of the RPGC;
– If he is not up-to-date with his payments in respect of EASYBILL INC or if he no longer has a valid, paying Account. In this case, the Sponsor shall not be able to propose a referral to a company in the same group of the Sponsor or an affiliate or subsidiary of the Sponsor in accordance with the provisions of Article L.233-1 of the French Commercial Code;
– In the event of a renewal of a referral’s Subscription to Sellsy;
– When additional licenses and/or units are added by a referral.
EASYBILL INC remains free to accept or not the Subscription of a referral without having to justify its decision to the Sponsor.
In the event that a referral cancels the Subscription or obtains a refund of its payment for any reason whatsoever, the Sponsor loses the right to the Commission concerned or, if he/she has already received it, he/she shall have to reimburse the Commission to EASYBILL INC.
5.2 Terms of Payment of the Commissions to the Sponsor by EASYBILL INC
From the interface of their Account, Sponsors may consult the list of their referrals and their Commissions.
In consideration for a Subscription of a referral of Sellsy, in the event that they are accepted by EASYBILL INC, the Sponsor shall be compensated by EASYBILL INC in the form of a Commission.
The Commission shall be calculated in increments based on (i) the number of Subscriptions of Referrals through the Referral Link, taken in chronological order, and (ii) the amount before tax of the Annual Subscription (Without option and excluding any purchase of additional products or services such as credits or training) (“Base”) under the conditions set out below:
Number of subscriptions
Amount excluding taxes of the Sponsor’s Commission for the range concerned
From one (1) to nine (9) subscriptions
Twenty (20) % of the Base
From ten (10) to nineteen (19) subscriptions
Twenty-five (25) % of the Base
More than twenty (20) subscriptions
Thirty (30) % of the Base
The Commission shall only be applicable for the first year of the Subscription. Any renewal, whether it is a Subscription or the annual Subscription of a referral subscribing to Sellsy, does not entitle any additional Commission for the Sponsor. In the case of a multi-year membership of the referral, the Commission awarded to the Sponsor shall be calculated only on the first year of Subscription.
Prior to their payment, the Commission are put on hold and appear in the “commissions to be requested” page of the Account.
The Commission shall not be received by the Sponsor until they have specifically requested it with the “request for commission” page and provided that:
– The Sponsor has registered in accordance with the terms and conditions listed in section 3.1 of the RPGC;
– The referral has paid the entire invoice(s) for the Subscription (in the case of a repayment schedule, the payment of the Commission may only take place after payment of the last payment);
– The total sum of eligible Commission exceeds thirty (30) euros;
– It shall send EASYBILL INC a valid invoice equal to the amount of the Commission due;
– They are solicited before the expiry of a period of one (1) calendar year from the actual payment by the referral. After one (1) year, the Sponsor may no longer ask for the transfer of the Commission and loses all rights to the Commission;
– The Sponsor is up-to-date with the payment of invoices from EASYBILL INC.
EASYBILL INC shall make payment within fifteen (15) days upon receipt of the Sponsor’s invoice
VI. Duration of the Referral Program
The Referral Program is made on a non-exclusive basis and for an indefinite period to the extent that the Sponsor holds a valid Account and participates with EASYBILL INC’s agreement in the Referral Program.
VII. Intellectual Property
Sellsy and the Promotional Tools belong to EASYBILL INC and may be protected by intellectual property rights. The Sponsor is authorized to use the Promotional Tools within the limits granted by the RPGC. All rights are reserved that are not expressly granted to the Sponsor by the RPGC.
For the duration of the RPGC, EASYBILL INC grants to the Sponsor the right to distribute the Promotional Tools on the Internet, which may include the trademarks, names, logos, and slogans belonging to it, in accordance with the instructions provided by EASYBILL INC regarding the use of these items and only for the Referral Program.
Except for the right of use mentioned above, the RPGC do not grant the Sponsor any other intellectual property rights and in particular no rights to the technical and commercial documentation provided by EASYBILL INC which remains the sole and exclusive property of EASYBILL INC.
EASYBILL INC reserves the right to modify the content of Sellsy at any time without notice, and the Sponsor shall be held harmless to that effect.
VIII. Responsabilities and Warrenties of Easybill Inc
8.1 Responsibilities and Warranties of EASYBILL INC
EASYBILL INC does not guarantee that Sellsy is free from any anomalies or errors and that Sellsy shall operate without interruption or malfunction.
Sellsy updates may take place on any day and may cause a service interruption for a short time.
EASYBILL INC reserves the right to interrupt Sellsy to carry out a technical maintenance or improvement intervention in order to ensure the proper functioning of Sellsy, regardless of the time and duration of the intervention. The interruption shall not give rise to any indemnity for the Sponsor.
EASYBILL INC makes no guarantees as to the performance or outcome of the Referral Program or that third parties shall subscribe to Sellsy from the Referral Link.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROMOTIONAL TOOLS AND THE REFERRAL PROGRAM, AS PROVIDED BY EASYBILL INC, ARE PROVIDED AND LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. EASYBILL INC DOES NOT WARRANT THAT THE USE OF PROMOTIONAL TOOLS SHALL BE UNINTERRUPTED OR ERROR-FREE.
In no event shall EASYBILL INC be directly or indirectly liable for any damages to Sponsors or any third party due to Sponsors’ fault or their use of the Promotional Tools.
EASYBILL INC reserves the right to stop the posting of the Referral Program without notice or compensation.
8.2 Sponsor’s Responsibilities and Guarantees
The Sponsor agrees to distribute the Referral Link and Promotional Tools under its sole and entire responsibility in accordance with applicable legislation and usage.
The Sponsor guarantees that any participation in the Referral Program shall be carried out in compliance with the laws in force and with the terms and conditions of use of social networks and that it complies with the legislation relating to the protection of personal data.
The Sponsor guarantees that it shall not modify the Promotional Tools without EASYBILL INC’s prior written consent.
The Sponsor shall indemnify EASYBILL INC (and its affiliates, officers, directors, employees, and agents) from and against any claim or demand, including lawyers’ fees, from any third party arising out of the violation of the RPGC, the Referral Program, Promotional Tools, and Referral Link or any violation of any law or the rights of any third party.
IX. End of the Referral program
The cancellation by the Sponsor of its Subscription to Sellsy automatically entails the end of the Referral Program.
If he/she no longer wishes to benefit from the Referral Program, the Sponsor is invited to no longer promote Sellsy.
If the Referral Program is terminated for any reason whatsoever, the Commission validated by EASYBILL INC shall be paid to the Sponsor until the date of the termination, provided that the request is made under the conditions stipulated by the RPGC.
As a result of the end of the Referral Program, the Sponsor shall no longer be able to reproduce the Referral Link and Promotional Tools or send emails for the promotion of Sellsy.
X. Various Clauses
10.1 Survival of certain items after the end of the Referral Program.
Sections 5, 7, 8 and 10 shall survive the expiration or termination of the Referral Program or the RPGC.
10.2 RPGC in its entirety. RPGC represent the entire agreement of the Parties with respect to its purpose and may be amended only by a written instrument signed by the Parties.
10.3 Contradiction. In the event of any inconsistency between the terms of the RPGC and the particulars appearing on Sellsy, it is expressly agreed that the stipulations of the RPGC shall prevail.
10.4 Invalidity. If one or more RPGC provisions are declared invalid, the others shall retain their full force and effect. In that case, the Parties shall, if possible, replace this canceled provision with a valid provision corresponding to the spirit and purpose of the RPGC.
In the event of legal cancellation of a RPGC clause for any reason whatsoever, the court shall have to substitute a clause of an equivalent effect within the framework of its power of interpretation.
10.5 Non-waiver. Should one of the Parties fail to invoke of one of the stipulations of the RPGC, this shall not be considered or interpreted as a waiver of its benefit.
10.6 Absence of subordination. The RPGC shall not create any relationship of subordination between the Parties which retain their full autonomy with respect to each other.
10.7 Good faith. The Parties expressly agree to execute the RPGC in good faith and with loyalty.
10.8 Intuitu personae. As the Referral Program is characterized by a strong intuitu personae, the Referral is prohibited from transferring all or part of its rights or obligations to any third party.
XI. Applicable Law and Disputes
The RPGC are subject to French law.
ANY DISPUTE ARISING OUT OF THEIR VALIDITY, INTERPRETATION OR EXECUTION SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PARIS COURT OF APPEAL, NOTWITHSTANDING THE INTRODUCTION OF THIRD PARTIES.
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Infos et contact
Sellsy est édité par EASYBILL SAS.
50 avenue du Lazaret – 17000 LA ROCHELLE
SAS au capital de 35 281€
RCS La Rochelle 509 961 074
Enregistrement CNIL n°1825708 v 0
Responsable de la publication
Frédéric COULAIS – Président d’EASYBILL
Hébergeur du site
05 47 74 46 20 (prix d’un appel local)
Contact presse et partenariats