General Terms and Conditions

General Terms and Conditions of Use of Sellsy Software

Effective as of 07 March 2024

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These General Terms and Conditions of Use ("Terms of Use" or "GTCU") apply to any access to and use of the Sellsy software ("the Software").

The Preamble is an integral part of these Terms of Use.

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Preamble

The use of the Software, whether it is free (Trial Account) or paid (when the User has a Software Subscription), is subject to compliance with these Terms of Use by the User.

The User confirms having read, understood, and accepted these Terms of Use.

The use of the Software also implies the acceptance of the General Terms and Conditions of Sale of the Sellsy Software (GTCS) at the time of Subscription. These General Terms and Conditions of Sale take precedence over these Terms of Use. The definitions referred to in the GTCS (Article III) apply to the terms mentioned in these Terms of Use.

Sellsy reserves the right to modify or adapt these Terms of Use at any time, by notifying the User of any new version, who undertakes to review these modifications.

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Article 1 — Access to the Software

1.1 General

Sellsy only allows access to the Software to individuals specifically authorized by Sellsy and its Users.

Sellsy undertakes to implement all means to provide the User with reliable and fast access to the Software. A support service, limited to the use of the Software under a paid access, is available under the terms of the subscribed subscription.

On their part, the User acknowledges that the Software constitutes a particularly complex platform, especially in terms of computer technology, and therefore undertakes to bear the risks of inadequacy or unavailability of the Software.

Sellsy may recommend technical prerequisites or specific configurations for using the Software. The User is responsible for monitoring these technical prerequisites or recommendations, and ensures in all cases that their equipment is compatible with the Software.

The User is solely responsible for their internet connection as well as all related expenses.

They acknowledge that Sellsy cannot be held responsible in case of Internet interruption, viruses affecting their data and/or software, misuse of account passwords, and, in general, any damage caused by third parties.

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1.2 Trial Account

Sellsy offers the possibility of creating a free account for a Third Party wishing to evaluate the Software.

This Trial Account is provided for a period of fifteen (15) days from activation and under the following conditions:

• Only one Trial Account may be created and this offer is not renewable;
• SELLSY may, at the request of the Third Party, and with no obligation to do so, allow the latter to use the Trial Account for a further 15 days;
• The Third Party acknowledges that the sole purpose of access to the Software is to allow him/her to test the Modules before possibly taking out a paid subscription. Accordingly, the Third Party agrees not to use the Trial Account to operate or provide any services whatsoever to third parties;
• Certain functions of the Software will not be accessible to the Third Party as part of the trial;
• Sellsy will be able to remotely connect to the Third Party's Trial Account for assistance or maintenance purposes, without prior written authorization, which the Third Party accepts;
• The Third Party declares that they are authorised to use the Software and must have read and accepted the GTCU before accessing the Software;
• SELLSY may not be held liable for any reason whatsoever as a result of using the Software on a trial basis. SELLSY shall not be held liable for any compensation of any kind in the event of malfunction of the Software, throughout the duration of the trial.

SELLSY reserves the right to delete without notice any Trial Account that does not comply with the foregoing provisions or any other provision of these Terms of Use.

In the event that the trial does not result in the Subscription of an Account, SELLSY will delete the Third Party's trial Account and the associated data within a period of twelve (12) months from the closure of the trial Account.

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Article 2 — Use of the Software

The User is solely responsible for the use and implementation of security, protection, and backup measures for their equipment, Content, and software.

The User undertakes not to commit any acts that could compromise the security of the software platform and to use the Software in accordance with the laws and regulations in force.

To use the Software, the User undertakes to:

• Provide true and accurate information at all times and to update it if necessary so that it remains complete and accurate;
• Use the Software in accordance with its intended purpose, the GTCU, and cooperate in good faith with SELLSY;
• Follow the technical prerequisites or recommendations issued by SELLSY;
• Never share access to the Software (except with other Users), as this right is strictly personal;
• Use the API in accordance with the online documentation https//api.sellsy.fr, only for the purpose of interconnecting with other tools used by the Client and without disrupting the proper functioning of the Software, whether towards Sellsy, other Users, or other clients of Sellsy;
• to respect the rights of third parties and, more generally, the applicable laws and regulations when using the Modules;
  

• to refrain from using the Software to enter messages, information or data that are malicious, disparaging, obscene, defamatory, deliberately misleading, illegal and/or contrary to accepted standards of behaviour;
  

• Not alter or disrupt the integrity or performance of the Software or the data contained therein, whether towards Sellsy, other Users, or other clients of Sellsy, or compromise the security of the Software;
• Not attempt to obtain unauthorized access to the Software or the systems or networks associated with it, or intercept data;
• Not harm the reputation of SELLSY, denigrate the software offering, or defame SELLSY, and use discretion and caution regarding statements about SELLSY or its employees;
• Not to engage in any conduct which could disrupt, destroy, limit or more generally harm SELLSY or allow other clients, Users or third parties to access and use the Software without authorisation, including by using viruses, malicious codes, programmes or files;
  

• Not to copy or sell all or part of the Software or exploit it for business purposes, other than for uses authorised under these GTCU.

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In case of violation of the above, SELLSY reserves the right to immediately suspend access to the User's accounts without compensation and without prior notice.

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Article 3 — Responsibilities

Sellsy implements the necessary technical measures and means to ensure the security of connections, content, and Personal Data of its Users.

Sellsy provides the Software at the end of an obligation of means. Sellsy uses processes and techniques in line with current state of the art. However, given the current state of knowledge, tests and experiments cannot cover all possible uses.

SELLSY does not warrant that the Software will work without interruption or malfunction, or that they will not contain anomalies or errors that can be corrected, or that they are compatible with equipment or configurations other than those expressly approved by SELLSY.

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The User is responsible for:

• their access to and use of the Software;
• the acquisition and maintenance of all equipment necessary to access the Software;
• ensuring that this equipment is compatible with the Software.

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Sellsy reserves the right to interrupt access to the Software at any time and temporarily for :

• updates, technical maintenance or improvement interventions, which will contribute to their proper operation or to repair a breakdown: Sellsy will make its best efforts to to warn the Users of these interruptions and not to disrupt the Client's activity;
• if the servers are unavailable for any reason whatsoever;
  

• in the event of unpaid invoices, breaches of the GTCS and the GTCU, security breaches by a third party targeting the Software and Content hosted by SELLSY.

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Article 4 — Intellectual Property

The Software and the Website, as well as the elements composing them, belong without limitation to SELLSY.

The User is authorized to use the Software under the conditions set out in these GTCU. All rights not expressly granted by the GTCU are reserved.

The Software is an original work protected by intellectual property rights and international conventions. The User guarantees that they will not modify, rent, borrow, sell, or distribute these works, or create derivative works based in whole or in part on them. They undertake not to engage in reverse engineering, except under legal conditions.

No use of the name or brand of Sellsy may occur without its prior consent.

The User acknowledges that Sellsy is the sole owner of its intellectual property rights, and in particular of the Software. They must not at any time contest this ownership or the validity of Sellsy's intellectual property or the rights attached to it.

The available elements such as software, databases, features, the platform, web pages, texts, photographs, images, icons, sounds, videos, and more generally all information available to the User are the exclusive and entire property of Sellsy.

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Article 5 — Termination

In the event of a User's breach of these GTCU, Sellsy reserves the right to terminate their access or delete their Account.

Sellsy also reserves the right to take any action to stop any infringement of its rights and obtain compensation for the damage suffered.

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Article 6 — Protection of Personal Data

Sellsy collects and processes the data voluntarily provided by Users in order to access the Software, use the Software, as well as data related to User preferences and traffic, in accordance with its privacy policy and cookie policy.

In accordance with this privacy policy, the information collected by Sellsy is subject to computer processing, notably for managing access to the Software, subscriptions, service and support, developing commercial and marketing offers, and enhancing and improving products and content as well as the User experience.

In accordance with applicable data protection regulations, the User has the rights of access, rectification, erasure, limitation, data portability, and, where applicable, objection to processing. These rights can be exercised by contacting the Data Protection Officer at dpo@sellsy.com, subject to proving their identity.

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Article 7 — Applicable Law

These GTCU are governed by French law.

The effective date of the GTCU is: 07/03/2024.

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, THE COURTS OF THE JURISDICTION OF SELLSY'S REGISTERED OFFICE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING FROM THE CONCLUSION, VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE GTCU, EVEN IN THE EVENT OF A THIRD-PARTY CLAIM OR PROCEEDINGS INVOLVING MULTIPLE DEFENDANTS.

General Sponsorship Terms and Conditions

Up to date as of 11/09/2023

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I. About the General Sponsorship Terms and Conditions (GSTC)

The GSTC govern the Sponsorship Program offered by SELLSY, a simplified joint-stock company with a share capital of €43,518, registered with the Trade and Companies Register of La Rochelle under number B 509 961 074, with its registered office located at 50 Avenue du Lazaret 17000 La Rochelle, France.

The participation of the Sponsor and the Referral in the Sponsorship Program implies full and unconditional acceptance of the GSTC, which are accessible at any time on the website go.sellsy.com, as well as on the Sponsor's Account (via the "settings - Sponsorship" menu).

SELLSY may, at any time and at its discretion, make modifications to the GSTC, subject to notification through any means, including email, and these modifications will then be immediately applicable to the Parties.

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II. Definitions

The terms starting with capital letters in the GSTC have the following meanings:

• "Sponsor" refers to the legal entity customer of SELLSY, holding a valid and paid Account and subject to the general terms and conditions of sale and the general terms and conditions of use of the Software. In the event that the Sponsorship Program is implemented by an employee, worker, or any person authorized by a customer of SELLSY, they guarantee being authorized to conclude the GSTC on behalf of the concerned legal entity;

• "Commission" refers to the amount in euros, excluding taxes, paid to the Sponsor and the Referral by SELLSY in the event of a Subscription to the Software by the Referral, subject to final acceptance by SELLSY;

• "Account" refers to a valid and paid account granting access to the Software;

• "GSTC" refers to these General Sponsorship Terms and Conditions governing the terms of the Sellsy Sponsorship Program;

• "Referral" refers to the legal entity subscribing to a Software subscription via the Sponsor's Sponsorship Link or by any other means accepted by SELLSY;

• "Sponsorship Link" refers to the link generated by SELLSY and specific to the Sponsor, which is accessible from the Account and can be shared with third parties for Subscription purposes;

• "Software" refers to the software offering called "Sellsy," developed by SELLSY SAS, in "software as a service" (SaaS) mode, accessible by connecting to the Site, via the mobile application Sellsy CRM, or through an API, and offering multiple Modules;

• "Promotional Materials" refers to all communication materials (logos, banners, etc.) provided by SELLSY to the Sponsor for promoting the Software;

• "Modules" refers to the tools composing the Sellsy software suite (Prospecting & Sales, Invoicing & Management, Treasury Management, etc.), to be chosen when subscribing to a subscription.

• "Party(ies)" collectively or individually refers to SELLSY, the Sponsor, and the Referral;

• "Sponsorship Program" refers to the Sponsorship program offered free of charge by SELLSY and governed by the GSTC, allowing the Sponsor and the Referral, provided that the conditions are met, to receive Commissions;

• "Subscription" refers to the subscription request made by a Referral to SELLSY in order to have an Account and access to the Software. The Subscription, to be effective, must be accepted by SELLSY.

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III. Participation in the Sponsorship Program by the Sponsor

3.1. Participation Modalities in the Sponsorship Program

The Sponsor with an Account can participate in the Sponsorship Program at any time.

However, it is specified that a customer with a simple subscription to the Treasury Management Module of the Software is not authorized to participate in the Sponsorship Program.

Participation in the Sponsorship Program is exclusively carried out, at the Sponsor's choice:

• by sharing the Sponsorship Link with third parties listed on their Account; or
• by filling out the "Share your contacts with us" section located in the SELLSY space; or
• by providing the contact details of a potential Referral to a SELLSY sales representative.

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3.2. Sponsor's Commitments

By participating in the Sponsorship Program, the Sponsor commits to:

• provide SELLSY with all sincere and accurate information, especially those related to their legal identification and that of their Referral;
• comply with the obligations under these GSTC;
• promote the Software in a fair manner.

SELLSY reserves the right to accept or reject a Sponsor's participation in the Sponsorship Program, especially if the Sponsor, who intends to use Promotional Materials, publishes websites that are illegal, contain unlawful content, or do not comply with the laws and regulations in force and the rights of third parties (such as racist, defamatory, or discriminatory statements or statements that incite extremism) or that could harm the image of SELLSY or the Software.

No provision of the GSTC shall be construed as conferring on the Sponsor the status of a representative or agent of SELLSY or conferring any power on them to bind the responsibility of SELLSY in any way.

The Sponsor is in no way authorized to obligate SELLSY to third parties, especially with regard to their Referrals.

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IV. Sellsy Promotion by the Sponsor through the Referral Program

4.1. SELLSY Commitments to Enable the Sponsor to Promote the Software, in accordance with the Referral Program

Each Sponsor has, from their Account, a Referral Link to be shared with third parties and Promotional Material for marketing purposes (logos, banners, or other communication materials). SELLSY will make its best efforts to ensure the effectiveness of the Referral Link. The Sponsor can contact SELLSY to request other communication materials, but SELLSY is not obliged to provide them.

SELLSY agrees to use the information provided by the Sponsor in accordance with the Referral Program. Personal data that may be provided by the Sponsor will be processed in accordance with their request solely for sending emails or making telephone contacts for commercial prospecting purposes and will not be retained by SELLSY for any other purposes than commercial prospecting.

In the event of a valid Subscription, SELLSY will pay Commissions to the Sponsor and the Referral under the conditions defined in Article V of the GSTC.

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4.2. Promotional Actions Authorized by SELLSY within the Referral Program

When the Sponsor actively participates in the Referral Program, SELLSY allows them to promote Sellsy, on a non-exclusive basis, by:

• Reproducing the Referral Link and/or Promotional Material on their website and on websites published by third parties (in compliance with their terms of use) or sharing them from accounts opened in their name on social networks;
• Sending emails to any legal entity(s) within their professional, family, and/or friends' circle, inviting them to subscribe to the Software. The content of the email drafted by SELLSY can be modified by the Sponsor and must include the Referral Link;
• Providing SELLSY with the contact information of any legal entity(s) within their family and/or friends' circle that may be interested in the Software, either through forms accessible on their Account or during phone or email exchanges with Sellsy's sales representatives.

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When reproducing the Referral Link and/or any Promotional Material on the internet, especially on their website or on social networks, the Sponsor agrees to verify that:

• they do not contain any illegal content (particularly racist, defamatory, and derogatory) or content that could devalue SELLSY's image or that of the Software;
• the publisher of the websites or social networks has authorized the publication of promotional links on their site.

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When promoting the Software via email, the Sponsor must not:

• send emails that could be considered as spam due to their repetitive nature. The Sponsor agrees to ensure compliance with Law No. 78-17 of January 6, 1978, as amended, relating to data protection and privacy rights, as well as GDPR, especially regarding the collection and processing of personal data, and the Postal and Telecommunications Code;
• send promotional emails to individuals outside their professional, family, and/or friends' circle;
• delete, remove, or modify the Referral Link in the emails sent to third parties;
• add unlawful messages in the emails sent to promote the Software, including defamatory, injurious, derogatory statements, messages unrelated to the Software, or messages promoting products and/or services competing with SELLSY.

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V. Conditions for SELLSY to Pay Commissions

5.1. Mandatory Validation of the Referral's Subscription by SELLSY

Commissions for the Sponsor and the Referral become due under the following conditions when the Referral subscribes to a Software subscription by opening a paid Account (excluding a subscription by the Referral to the "Cash Flow Management" module alone, for which the Parties are not entitled to receive a Commission).

The Sponsor cannot receive a Commission:

• if they are not up-to-date with their payments to SELLSY or if they no longer hold a valid and paid Account;
• if they do not meet the participation conditions specified in Article 3.1 of the GSTC;
• in case of renewal of a Software subscription by a Referral;
• in case of adding additional licenses and/or modules by a Referral.

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SELLSY remains free to accept or reject the Referral's Subscription without having to justify its decision to the Sponsor.

In case a Referral cancels the Subscription or obtains a refund of their payment for any reason, the Sponsor loses the right to the respective Commission or, if already received, must reimburse the Commission to SELLSY.

If the Sponsor does not comply with the GSTC, the General Terms and Conditions of Sale and Use of the Software, and the applicable laws, the Referral Program may be suspended, and the Sponsor may lose all rights to Commissions that have not yet been paid, including to offset any unpaid amounts by the Sponsor.

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5.2. Commission Payment Terms by SELLSY to the Sponsor

From their Administrator Account interface, the Sponsor can view the list of their Referrals and Commissions.

In exchange for a Referral's subscription to all or part of the Software Modules (excluding a subscription to the "Cash Flow Management" module alone) and subject to SELLSY's acceptance, the Sponsor will be compensated by SELLSY with a Commission equal to 20% of the Referral's first-year subscription amount (excluding tax).

The Sponsor's Commission is capped at 5,000 (FIVE THOUSAND) euros.

This Commission will apply only for the Referral's first Subscription year. Any renewal does not entitle the Sponsor to any additional Commission.

Before payment, the Sponsor's Commissions are put on hold and appear in the "commissions to request" interface in the Sponsor's Administrator Account.

Commissions cannot be collected by the Sponsor until they have expressly requested it through the "commission request" interface.

The Sponsor's Commission is paid under the following conditions:

• the Sponsor has participated in the Referral Program in accordance with the terms specified in Article 3.1 of the GSTC;
• the Sponsor sends SELLSY a valid invoice equal to the amount of the Commission due for the Referral's subscription. It is specified that the Sponsor must issue an invoice for each referred Referral;
• Each invoice is sent within one (1) calendar year from the date of the Referral's first subscription. Beyond one (1) year, the Sponsor can no longer request a Commission refund and loses all rights to the Commission;
• the Sponsor is up-to-date with the payment of SELLSY's invoices.

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5.3. Referral's Commission

The Referral will receive a retro-commission of 10% on the current HT amount of their first-year subscription at the time of their Subscription, provided that they have subscribed to all or part of the Software Modules (excluding a subscription to the "Cash Flow Management" module alone).

Any renewal does not entitle the Referral to any additional Commission.

Services potentially subscribed to by the Referral in addition to their subscription are not included in these terms.

The Referral's Commission is capped at an amount of 5,000 € HT.

To receive their Commission, the Referral must send an invoice to Sellsy corresponding to the amount of their Commission, within a maximum period of one (1) calendar year from the date of their subscription. Beyond one (1) year, the Referral can no longer request a Commission refund and loses all rights to it.

Sellsy reserves the right not to honor this Commission if the Referral is not up-to-date with their payments.

Furthermore, the payment of the Commission is subject to the condition that the Referral has already paid three (3) monthly installments of their subscription, in case of monthly payment thereof.

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VI. Duration of the Sponsorship Program

The Sponsorship Program is entered into, on a non-exclusive basis, and for an indefinite duration.

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VII. Intellectual Property

The Software and Promotional Materials belong to SELLSY and are protected by intellectual property rights.

The Sponsor is authorized to use the promotional materials provided by SELLSY within the limits granted by the GSTC. All rights not expressly granted to the Sponsor by the GSTC are reserved.

For the duration of the GSTC, SELLSY grants the Sponsor the right to distribute the Promotional Materials, which may include trademarks, names, logos, and slogans belonging to SELLSY, on the internet in accordance with the instructions provided by SELLSY for the use of these elements and only for the Sponsorship Program. Except for the right of use mentioned above, the GSTC do not grant the Sponsor any other intellectual property rights, especially no rights over the technical and commercial documentation provided by SELLSY, which remains the entire and exclusive property of SELLSY.

SELLSY reserves the right to remove or modify the Software's modules and features at its discretion, at any time and without notice, without any liability to the Sponsor or the Referral.

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VIII. Responsibilities and Guarantees of the Parties

8.1. Responsibilities and Guarantees of SELLSY

SELLSY does not guarantee that the Software will be free from anomalies or errors, or that the Software will operate without interruption or malfunction. Software updates may occur on any day and may cause a service interruption for a short period. SELLSY also reserves the right to perform any technical maintenance or improvement interventions on the Software to ensure its proper functioning. The interruption will not entitle the Sponsor to any compensation.

In no event will SELLSY be directly or indirectly liable for any damages caused to Sponsors, Referrals, or any third party in the execution of the Sponsorship Program, due to the fault of the Sponsors or Referrals.

SELLSY reserves the right to terminate the online availability of the Sponsorship Program without notice or compensation.

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8.2. Responsibilities and Guarantees of the Sponsor

The Sponsor undertakes to distribute the Sponsorship Link and Promotional Materials under its sole and entire responsibility in accordance with applicable laws and practices.

The Sponsor guarantees that any participation in the Sponsorship Program will be carried out in compliance with applicable laws, with the Sellsy Terms and Conditions of Sale and Terms of Use, and the terms of use of social networks, and that it complies with data protection legislation. The Sponsor guarantees that it will not modify the Promotional Materials without the prior written consent of SELLSY. The Sponsor will indemnify SELLSY (as well as its affiliates, their officers, directors, employees, and agents) from any claim or demand, including attorney's fees, by a third party arising from the violation of the GSTC, misuse of the Sponsorship Program, Promotional Materials, Sponsorship Link, or the violation of any law or third-party rights.

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8.3 Responsibility of the Referral

The Referral agrees to participate in the Sponsorship Program in accordance with these GSTC, applicable laws, and to use the Software in accordance with the Terms and Conditions of Sale and Terms of Use.

The Referral will indemnify SELLSY (as well as its affiliates, their officers, directors, employees, and agents) from any claim or demand, including attorney's fees, by a third party arising from the violation of the GSTC, misuse of the Sponsorship Program, or the violation of any law or third-party rights.

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IX. Termination of the Sponsorship Program

SELLSY may terminate the Sponsorship Program for the Sponsor and the Referral at any time if they do not comply with the GSTC, the General Terms and Conditions of Sale and Use of the Solution, or applicable laws.

Termination by the Sponsor of their subscription to the Software automatically results in the termination of the Sponsorship Program for the Sponsor. If the Sponsor no longer wishes to benefit from the Sponsorship Program, they undertake not to promote the Software any longer.

When the Sponsorship Program ends, for any reason, the Commissions approved by SELLSY are due to the Sponsor or the Referral until the date of termination, provided they request them in accordance with the conditions provided by the GSTC.

From the end of the Sponsorship Program, the Sponsor may no longer reproduce the Sponsorship Link, use the Promotional Materials, or send emails for the promotion of the Software.

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X. Miscellaneous Provisions

10.1. Survival of Certain Articles After the Termination of the Sponsorship Program

Articles 5, 7, 8, and 10 shall survive the expiration or termination of the Sponsorship Program or these Terms and Conditions.

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10.2. Entirety of these Terms and Conditions (GSTC)

These GSTC represent the entire agreement of the Parties with respect to their subject matter.

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10.3. Conflict

In the event of a conflict between the provisions of the GSTC and any other provisions related to the Software, it is expressly agreed that the provisions of the GSTC shall prevail.

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10.4. Invalidity

If one or more provisions of the GSTC are declared invalid, the remaining provisions shall remain in full force and effect. In such a case, the Parties shall, if possible, replace the invalidated provision with a valid provision that corresponds to the spirit and purpose of the GSTC.

In the event of a judicial annulment of a clause in the GSTC for any reason whatsoever, the court shall substitute it with a clause of equivalent effect within the scope of its interpretative powers.

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10.5. Force Majeure

Neither Party shall be responsible for any failure or delay in performance caused by an element constituting a Force Majeure event, as defined in Article 1218 of the Civil Code, including but not limited to: fires, floods, natural disasters, earthquakes, interruption of internet connections by the service provider, cyber-attacks, strikes, and lockouts.

In this case, the obligations of the Parties shall be suspended from the notification of such exculpatory cause by one Party to the other Party, and this suspension shall continue until its cessation.

If such circumstances persist for a period exceeding fifteen (15) days, the Parties agree to engage in discussions to modify the terms of their respective commitments.

If no agreement or alternative is possible, these commitments may then be terminated without damages or compensation, upon simple written notification by registered letter with acknowledgment of receipt, without notice or indemnity.

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10.6. Non-Waiver

The failure of either Party to enforce any provision of the GSTC shall not be construed or interpreted as a waiver of its benefit.

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10.7. Absence of Subordination

The GSTC shall not create any subordination relationship between the Parties, who retain their full and complete autonomy from one another.

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10.8. Good Faith

The Parties expressly commit to executing the GSTC in good faith and with loyalty.

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10.9. Intuitu Personae

As the conclusion of the Sponsorship Program is marked by a strong intuitu personae, the Sponsor and the Referee are prohibited from transferring any or all of their rights or obligations to any third party.

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XI. Applicable Law and Dispute

These GSTC are subject to French law.

Any dispute relating to their validity, interpretation, or execution shall be under the exclusive jurisdiction of the courts within the jurisdiction of SELLSY's registered office, even in the case of multiple defendants or third-party claims.

General Conditions of Provision Service

Effective as of August 31, 2023

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About SELLSY SAS

The Services subject to these General Terms and Conditions are provided by SELLSY, a simplified joint-stock company with a capital of €43,518, registered with the Trade and Companies Register of La Rochelle under the number B 509 961 074, with its registered office located at 50 Avenue du Lazaret, 17000 La Rochelle, France ("SELLSY").

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ARTICLE 1. Purpose and Scope of the General Conditions of Provision of Services

These General Conditions of Provision of Services ("GCPS") aim to define the terms and conditions of the various services offered by the Professional Services Department of SELLSY, as defined in Article 2 hereof.

The GCPS are made available to the Client, who can consult them in the Quotation. They are also available on the website go.sellsy.com in their latest version.

The GCPS are binding on the Client, who acknowledges having read and accepted them without reservation electronically before confirming their order.

The GCPS take precedence over all contractual documents issued by the Client, including their own terms and conditions of purchase or their own purchase orders, which the Client expressly acknowledges.

The GCPS applicable to the Client are those of the version in force on the date of ordering the Services.

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ARTICLE 2. Description of Services

SELLSY provides the following Services to professional Clients:

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2.1 - Training and Assistance with the Deployment of the Sellsy Solution

• Training on the Sellsy Solution, based on pre-defined programs by SELLSY. Training covered by Qualiopi is conducted by SELLSY SERVICES, a company within the SELLSY Group, under the conditions specified in SELLSY SERVICES' General Terms and Conditions of Sale.
• Assistance with the implementation of the Solutionsome text
  • Assistance: support in using the Solution;
  • Consulting: analysis of functional needs;
  • Account setup (messaging, calendar, pipelines, permission profiles, custom fields, etc.);
  • Data import via the import platform or API (prospects/customers, catalogs, sales documents, etc.)

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2.2- Custom Studies & Developments

Technical and functional study: Project Owner Assistance, audit of the Client's existing ecosystem, advice on using the Sellsy API)

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Custom developments:

• Execution of specific development (API scripts, extranet, web interfaces, mobile applications, etc.);
• Project management (coordination, follow-up committees, deliverable preparation, schedule tracking);
• Testing (functional, technical);
• Deployment/Production.

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2.3 - Hosting, Managed Services, Maintenance (Articles 6.4 and 7)

• Hosting of Developments
• Managed Services for Developments
• Corrective and evolutionary maintenance

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ARTICLE 3. Duration

The Contract comes into effect on the date of Subscription, formalized by the date of signature of the Quotation.

• For Training and Assistance Services with the implementation of the Solution (consulting, setup, data imports), as well as for Custom Studies and Developments Services, the duration of the Contract is set forth in the Quotation;

• For maintenance and hosting Services of Custom Developments, the duration is set at twelve (12) months from its commencement. At the end of the initial period, the Contract will be automatically renewed under the same conditions, unless the Parties decide on a new functional scope for the Services to meet the Client's needs. 

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The Client may terminate the commitment by giving three (3) months' notice before the renewal date.

In the absence of renewal, the Client may retrieve their Data in accordance with Article 15 "Termination, Reversibility."

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ARTICLE 4. Execution Deadlines

SELLSY undertakes, under the terms and conditions of these GCPS, to carry out the Services within the deadline specified in the Quotation.

However, this deadline will only commence once the Client has provided all the necessary information for the planned Service's analysis.

SELLSY shall not be held responsible in the event that information to be provided by the Client is provided late, is incomplete or non-compliant, or in general in the event of delays caused by factors beyond its control.

In the event that the delay is solely attributable to SELLSY, penalty clauses calculated according to the following formula may be applied:

P = (V x R)/1,000

P = penalty amount;

V = value of the services on which the penalty is calculated, this value being equal to the payment value of the delayed portion of the services or the total value of the services if the delay in executing a portion makes the entire set unusable;

R = number of days of delay.

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ARTICLE 5. Financial Conditions

5.1 - Rates

SELLSY provides Services on a Fixed Price basis (“Forfait”) or on a daily or hourly basis (“Régie”).

For Services billed For services billed under the "Régie" system (e.g., in the form of hours packs), unless otherwise specified in the Quotation, they are valid for a period of one (1) year from the date of the Quotation's signature.

If any part of the days/hours billed is not used within this period, they will be permanently lost, and the Client will not be able to request their execution from SELLSY.

Furthermore, the days/hours billed to the Client represent the working time of SELLSY consultantsin-person or remotely, including their time spent working without the Client's presence (e.g., time spent configuring the Solution for the Client). The time spent by these consultants will be deducted from the days/hours billed to the Client.

The details of the rates for any Service are available upon request from SELLSY.

In all cases, an agreement on the rate has been previously made with the Client and is documented in a Quotation.

In the event that an employee of SELLSY is required to travel to the Client's location to perform a Service, the expenses incurred during the travel will be billed to the Client based on a per-kilometer or fixed rate, plus any additional expenses for meals, accommodation, tolls, and parking.

The prices listed are based on the prevailing conditions. If these conditions were to change (e.g., due to changes in taxes or supplier rates), the prices charged may vary based on the evolution of these conditions. In the event of a price increase, SELLSY will promptly inform the Client before executing the Services.

Finally, the price of the Services specified in the Quotation is valid for a period of two (2) months from the date of the Quotation. Therefore, if the Services have not commenced within this two (2) month period, SELLSY reserves the right to adjust the Quotation amount, which the Client agrees to. The Client will then be provided with a new quotation that they must expressly accept before the Services can begin.

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5.2 - Payment

Unless expressly agreed otherwise between the Parties, invoices are payable before the start of the service execution, by bank transfer or direct debit from a bank card number.

The Client guarantees that they have the necessary funds and authorizations to use the chosen payment method. The Client commits to keeping the payment methods (bank account, bank card) active for automatic debits and to inform SELLSY of any changes in banking details in a timely manner to allow for updates and continued debits.

In case of late payment of an invoice, and without prejudice to any other rights and remedies of SELLSY, the amounts remaining due will become immediately payable and will automatically accrue, from the due date and without prior notice, interest at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.

SELLSY will invoice the Client for the collection costs incurred, with a minimum amount of 40 euros, and SELLSY reserves the right to recover all costs (reminder letters, formal notices, bank charges, fees) associated with the recovery of unpaid payments by the Client.

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5.3 - Invoices

Invoices are issued exclusively electronically, which the Client expressly accepts.

The Client commits to informing SELLSY of any changes in their postal address and banking information or any other information necessary for payment.

Any dispute regarding 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 a letter or email, the Client will be deemed to have accepted the invoice.

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ARTICLE 6. Specific Developments

6.1 - Prerequisites

Certain prerequisites must be met by the Client:

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• Before the start of the Services:

Completion of a specifications document validated by the Parties.

Signature of the Quotation and receipt of payment as per the Quotation terms.

If applicable, communication of server data: FTP codes (host, login, password, destination folder, and destination URL if necessary).

Communication of sample test data (files and/or Sellsy example cases).

Communication of access to third-party applications if necessary.

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• Before going into production:

Completion of a validation document validated by the Parties;

Performance of tests under the conditions of Article 6.2;

Sending an email of validation or any written communication from the Client's Preferred Contact.

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6.2 - Scope of Testing

The Preferred Contact designated by the Client agrees to test and verify the specific Development delivered by SELLSY within 15 days of its receipt.

Tests and verifications cover:

• The proper functioning of the specific Development;
• Achievement of the performance metrics defined during the scoping phase;
• Usability and maintainability of the specific Development under normal conditions.

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Different test cases are defined in advance by the Client and formalized in a validation document. The validation of these tests is a prerequisite for moving into production. Dysfunctions occurring outside the test scope defined by the Client are not covered by SELLSY's warranty as provided in Article 6.3 and will be subject to an additional quote and associated timeline.

If dysfunctions are identified during this testing and verification period by the Preferred Contact, they commit to maintaining a record of the identified dysfunctions and providing SELLSY with detailed information about each dysfunction, including a precise description of the actions performed, the state of the data before and after the dysfunction.

The Preferred Contact designated by the Client will provide a precise status of resolved or ongoing dysfunctions, as well as the action plans and associated deadlines proposed by SELLSY for their resolution.

Based on these elements, a test acceptance report will be established, either with or without reservations, and in the latter case, accompanied by an associated action plan. Reservations will be lifted through the completion of the associated action plan.

Acceptance is granted without reservations when the specific Development has no dysfunctions reported by the Client, and the Services are deemed compliant with the order, in terms of quantity and quality.

Acceptance may be granted with reservations when the specific Development has minor dysfunctions, without any blocking or major dysfunctions.

Acceptance is deferred when the specific Development has blocking or major dysfunctions. The deferral of acceptance is duly motivated by the Client, who records their reservations in a deferral report.

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6.3 - Warranties

Specific Developments carried out by SELLSY or one of its subcontractors, as part of a previously signed order by the Client, are guaranteed for thirty (30) days from the date of production.

SELLSY cannot be held responsible for any malfunctions of the specific Development or any consequences resulting from malfunctions, misuse, or non-compliance with current regulations of the specific Development, which are entirely the responsibility of the Client.

SELLSY cannot be held responsible for violations of French and international intellectual property protection laws for any work, modifications, or creations made from elements of any kind provided by the Client.

The Client is responsible for backing up their Data before any intervention by SELLSY and ensuring that the Data can be restored if needed.

Claims under the warranty shall not give rise to any indemnities of any kind.

SELLSY offers maintenance hours packs at the end of this warranty period, which the Client can subscribe to. Unconsumed hours within the timeframe specified in the Quote cannot be carried over.

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6.4 - Maintenance

Corrective Maintenance: SELLSY provides a corrective maintenance service exclusively for the specific developments delivered, hosted, and managed by SELLSY. In case of malfunction identified by the Client and confirmed by SELLSY, SELLSY commits to rectify it or provide a workaround as soon as possible.

Evolutionary Maintenance: Upon the Client's request, SELLSY also offers a Service aimed at enhancing the delivered, hosted, and managed developments by SELLSY. This Service includes

•  improving existing features of the development and 
• developing new functionalities to meet the Client's new requirements.

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In the case of Maintenance, SELLSY shall not be held liable for:

• The Client's refusal to cooperate with SELLSY in resolving incidents, including responding to questions and information requests.
• Use not in accordance with the intended purpose of Development
• Unauthorized modification by the Client or a third party.
• The Client's failure to fulfill its obligations under the Contract.
• The installation of any software, applications, or operating systems incompatible with the Development.
• Failures in electronic communication networks.
• Damage caused by Force Majeure or improper use.

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SELLSY's intervention for maintenance is limited to the subscribed "Maintenance Hours Pack." Any additional Service requested by the Client will be subject to additional billing.

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ARTICLE 7. Hosting and Managed Services

SELLSY provides the Client with a technical infrastructure for hosting applications and storing data connected to the Internet. The server made available exclusively belongs to SELLSY.

SELLSY also offers Managed Services and remotely intervenes to ensure the proper functioning of IT equipment and systems. SELLSY's technical interventions can be preventive, curative, or corrective.

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The IT administration and maintenance Services by SELLSY include:

• Periodic checks of the overall condition of IT equipment and systems.
• Installation of security updates.
• Implementation of a firewall.
• At least daily backup of files and databases, with the option of restoration upon the Client's request (based on a Quote).
• Monitoring of service statuses to prevent possible malfunctions.

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SELLSY deploys all necessary means to resolve technical issues or fulfill the Client's requests. SELLSY is bound by an obligation of means, not results.

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Guaranteed Time to Recovery (GTR)

The GTR provided by SELLSY applies during business days and hours, from Monday to Friday, from 9 am to 6 pm. 

The Guaranteed Time to Recovery is a maximum of 4 hours during business days and hours. 

Outside of these hours, the restoration of accidentally interrupted service is postponed to the next business day before 12 pm. 

In case of SELLSY's failure, penalties may apply. The total amount of penalties cannot exceed 100% of the annual fee paid by the Client.

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Article 8: Sellsy Software Training

8.1 Training Procedure

The Client ensures the presence, availability, and level of competence of its employees.

For in-person training, the Client provides the necessary hardware and software environment for SELLSY's training Services. The Client is solely responsible for the installation preparations, complying with applicable standards, especially regarding security.

SELLSY may recommend technical prerequisites or specific configurations for using the Software. The Client and Users are responsible for adhering to these technical prerequisites and recommendations.

The Client is solely responsible for connecting its employees to the internet and covering related expenses.

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8.2 Rescheduling - Cancellation

The Client can request to reschedule participation in a booked training session by sending a written request to SELLSY, within 15 business days before the scheduled training date.

The Client can request the cancellation of their participation in the training by sending a written request to SELLSY, within 30 business days before the scheduled training date. The full training fee is due if the Client participates partially, for any reason.

If the cancellation occurs less than 30 business days before the training date, the Client is liable for 50% of the original total training cost as a penalty.

If the cancellation occurs less than 15 business days before the training date, the Client is liable for 70% of the original total training cost as a penalty.

Any cancellation must be notified by email to contact@sellsy.com. 

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ARTICLE 9. Liability

It is reminded that, within the scope of providing Services, SELLSY is subject to an obligation of means. SELLSY commits to perform all Services as a professional and in accordance with the standards of the trade.

Each Party shall assume responsibility for the consequences resulting from its faults, errors, or omissions, as well as the faults, errors, or omissions of any subcontractors, which cause direct damage to the other Party.

Moreover, in case of proven fault by the Client, SELLSY shall only be responsible for repairing the monetary consequences of direct and foreseeable damages resulting from the execution of the Services.

Consequently, SELLSY shall not be liable for indirect or unforeseeable losses or damages suffered by the Client or third parties, including but not limited to lost profits, loss, inaccuracy, or corruption of files or data, moral or commercial damage, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining substitute products, services, or technology, arising from or related to the non-performance or faulty performance of the Services. SELLSY's liability cannot be pursued in the context of an action brought against the Client by a third party.

SELLSY cannot be held responsible for the accidental destruction of data by the Client or a  third party using the provided credentials.

SELLSY's overall liability cannot exceed the price paid by the Client to SELLSY for the last 12 months. Both Parties expressly acknowledge that this limitation of liability constitutes a balanced allocation of risks between them.

However, this liability cap does not apply to liability arising from:

• Death or bodily harm.
• Gross negligence or wilful misrepresentation.
• Any other basis that cannot be excluded or limited under applicable regulations.

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SELLSY's liability can only be engaged for damage of which SELLSY is directly and exclusively the cause, with no joint or several liability with third parties contributing to the damage.

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ARTICLE 10. Obligations

10.1 Obligations of SELLSY

SELLSY commits to performing the Services as specified in the signed and accepted Quote by the Client, dedicating sufficient time and resources to fulfil the agreed-upon Services.

SELLSY undertakes to provide a high-quality Service, compliant with prevailing standards, best practices, the specifications, and the Quote approved by the Client.

SELLSY guarantees the Client the peaceful enjoyment of the Developments and applications, and undertakes to protect the Client against any infringement action aimed at restricting or prohibiting their use.

In this regard, SELLSY will bear all expenses, including legal fees and attorney fees, incurred by the Client in connection with such action, as well as the amount of any settlement and/or damages to which the Client may be liable.

The above provisions are subject to the following express conditions:

• That the Client has notified SELLSY, within a reasonable time, of the action or claim or statement that preceded the dispute;
• That SELLSY has been able to freely and at its own expense defend its own interests as well as those of the Client, and that the Client has cooperated faithfully in said defense by providing all necessary elements, information, and assistance in a timely manner.

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10.2 Client's Obligations

The Client commits to actively and regularly collaborate and cooperate with SELLSY and allocate the necessary human and material resources to monitor the performance of the Services.

To this end, the Client agrees to assign a designated Point of Contact with the necessary qualifications to oversee and actively participate in work meetings.

Furthermore, the Client undertakes to provide SELLSY with all the information, documents, and materials requested by SELLSY to enable the performance of the Service within reasonable and compatible timeframes.

The Client commits to proactively inform SELLSY of any difficulties that may affect the smooth progress of the Service.

The Client agrees to pay the Price within the specified deadlines and abide by the terms of these General Conditions of Provision of Service.

The Client is solely responsible for the Content (text and images) published via the Developments and applications created by SELLSY.

In any case, the Client agrees not to disseminate any Content that would infringe upon the rights of third parties or violate French legislation in any way.

Specifically, the Client shall refrain from publishing any content on the Developments and applications created by SELLSY that does not comply with these General Conditions of Provision of Service.

The Client agrees not to compromise the security of the Developments and to perform necessary Data backups before any intervention by SELLSY.

The Client also commits to establish and maintain appropriate procedures to ensure the security of its own information system, including preventing, detecting, and eradicating potential viruses.

Any breach of the provisions of this article will result in the immediate and without notice termination of the Contract solely at the Client's fault.

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ARTICLE 11. Confidentiality

"Confidential Information" includes, without limitation, all information and Data communicated by one Party to the other Party, in the course of performing the Service, in writing and/or orally, in various forms such as graphics, drawings, plans, reports, customer lists, price lists, results, meeting reports, instructions, and other elements in any form whatsoever.

Each Party undertakes on its behalf (and on behalf of its officers, employees, and subcontractors) to strictly maintain confidentiality using the same means and methods as it uses for its own confidential information, the Confidential Information.

This confidentiality obligation does not cover Confidential Information:

• That is in the public domain as of the date of its communication or has entered the public domain subsequently (without resulting from a breach of the GCPS);
• That has been communicated to one Party in a non-confidential manner by a source other than the other Party, provided that it does not violate a confidentiality agreement or the GCPS;
• That a legislative or regulatory provision or a court decision or any authority obliges to disclose.

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ARTICLE 12. Subcontracting

SELLSY may freely subcontract all or part of the Services subject to the General Conditions of Provision of Service to any third-party company of its choice.
SELLSY remains personally responsible to the Client for the execution of all obligations set out herein.

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ARTICLE 13. Insurance

SELLSY acknowledges having taken out the necessary insurance policies with a notably solvent company to cover the risks associated with its activity. SELLSY commits to provide the Client with all relevant documents upon the Client's first request.

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ARTICLE 14. Intellectual Property

The intellectual property rights of the specific Developments created in the context of the Service remain with SELLSY, with the Client having acquired only the right to use.

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SELLSY declares and guarantees:

• That the software it has developed specifically for the Client, such as the Sellsy Solution, is original within the meaning of the French Intellectual Property Code;
• That it holds all intellectual property rights enabling it to contract with the Client;
• That the Sellsy Solution and the software developed specifically for the Client do not infringe upon the rights of third parties.

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ARTICLE 15. Termination, Reversibility

The Contract may be terminated automatically by SELLSY in the event of total or partial non-payment by the Client, persisting for thirty (30) days after the Client's receipt of a formal notice sent by registered letter with acknowledgment of receipt, which remains ineffective or unanswered.

In the event of a breach by either Party of any of its obligations under the Contract, not resolved within a period of thirty (30) days following the notification of such breach, or immediately in the case of an irreparable breach, the other Party may terminate the Contract by registered letter with acknowledgment of receipt, without prejudice to any other remedies available to it.

The Client may terminate the Subscription for Hosting and Managed Services by providing a three (3) months' notice.

Upon termination of the contractual relationship, for any reason whatsoever, SELLSY undertakes to either return or destroy, at the Client's choice and at the applicable rate, upon the first request made by the Client through registered letter with acknowledgment of receipt and within 45 days from the date of receipt of such request, all Data owned by the Client in a structured, commonly used, and machine-readable format. The Client agrees to actively cooperate with SELLSY to facilitate the recovery of the Data.

The reversibility operations will take place during the necessary time for their completion. The Services provided by SELLSY for the reversibility operations will be at the expense of the Client and billed at SELLSY's standard rates communicated in advance. The cost associated with reversibility operations depends on the complexity of the hosted architecture.

At the latest upon the term agreed upon by the Parties, SELLSY will delete all Data, including copies, meaning that they cannot be restored or reconstructed by SELLSY, which will confirm this in writing to the Client upon request.

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ARTICLE 16. Personal Data Protection

In the context of their contractual relationship, the Parties undertake to comply with the current regulations applicable to the processing of Personal Data, including, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable since May 25, 2018 (hereinafter referred to as the "GDPR").

In the context of the Services mentioned in the Contract, the Client may be required to provide SELLSY with Personal Data. In accordance with Article 4(7) and (8) of the GDPR, the Client is the data controller, and SELLSY is the data processor for Personal Data.

The terms used in this article have the same meaning as in the aforementioned regulation.

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16.1 - Description of Processing and Purposes:

SELLSY is authorized to process the Personal Data necessary on behalf of the Client to provide the Service specified in the Quote.

Support in implementing the Solution:

• Account configuration (messaging, calendar, pipelines, access profiles, custom fields...)
• Data import via the import platform or API (prospective/customer data, catalogs, sales documents...)
• Software and information system security management
• Creation and management of a commercial prospecting file
• Management of User requests for exercising various rights: access to their Personal Data, rectification, erasure, objection, data portability, and processing limitation.

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Project management : 

• Coordination, organization of follow-up committees, schedule tracking

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Hosting, managed services, maintenance : 

• Hosting of Developments: Subcontractor: Scaleway (FR)
• Managed services for Developments: Subcontractor: Dutiko (FR)
• Corrective and evolutionary maintenance

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Sellsy Solution Training : 

• Management of learner registrations for Training
• Creation of a Sellsy account for the duration of the Training
• Website and Software security management
• Creation and management of a commercial prospecting file
• Management of requests for the exercise of various User rights: access to their Personal Data, rectification, erasure, objection, data portability, and processing limitation.
• Management of attendance certificates, Training certificates, and internship follow-up certificates
• Evaluations and grading
• Recording of in-person or remote Training sessions.

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SELLSY may not process Personal Data for purposes other than those described in the GCPS without the Client's prior written authorization.

The Client will determine, under its responsibility, the purposes of the processing entrusted to SELLSY, as well as the Personal Data processed, the categories of data subjects, and the duration of the processing carried out by the Service Provider on its behalf.

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16.2 - Subcontractor's Obligations

16.2.1 Cooperation and Assistance

The Client acknowledges that the following actions fulfill SELLSY's obligation of cooperation and assistance to ensure compliance with the regulations, including:

• Notifications of breaches, which will be transmitted by SELLSY as soon as possible after becoming aware of the breach (16.2.2 Security and Confidentiality);
• Requests for the exercise of the rights of the Client's customers (access, rectification, objection, portability). SELLSY, as a data processor, only assists the Client in fulfilling its own obligations. Therefore, SELLSY never responds on behalf of the Client to requests for exercise addressed directly to it. In the event that SELLSY receives such a request, SELLSY will promptly forward it to the Client so that the latter can manage the response;
• Documents and information necessary for the data controller to fulfill its accountability obligations.

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16.2.2 Security and Confidentiality

As the data controller, the Client determines and complies with the technical and organizational measures regarding the security and confidentiality of the Personal Data processed. The Client acknowledges that the security measures communicated to it before subscribing satisfy the security and confidentiality obligations required for compliance with the regulations, including:

• The Client's scripts, Developments, and Data are hosted on SELLSY's servers located in France, within the infrastructure of the subcontractor chosen for the Services;
• SELLSY only grants access to the Client's Data to individuals specifically authorized by SELLSY and the Client;
• No SELLSY employee has access to the Client's Data unless access to such information is necessary for the Subscription or for the purpose of these GCPS. Upon the Client's request, SELLSY may remotely access their Accounts, after obtaining the Client's agreement, to assist with configuration, Module usage, or any other request;
• Each SELLSY employee is bound by a commitment regarding the protection of Personal Data;
• SELLSY will promptly inform the Client of any Personal Data breach entrusted to it by the Client, as soon as SELLSY becomes aware of it, taking into account the notification deadline set by the data controller in accordance with Articles 33 and 34 of the GDPR.
• SELLSY will promptly investigate any Personal Data breach to remedy it.
• SELLSY will inform the Client promptly of the corrective measures implemented to address the breach.
• SELLSY undertakes to assist the Client in its Privacy Impact Assessment process, within the scope of the subcontracting service and the information available to SELLSY, without assuming liability for it.

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16.2.3 Subsequent Subcontracting

The Client accepts that SELLSY may engage subsequent subcontractors acting on its behalf and for its account to assist in the processing of the Client's Personal Data.

SELLSY takes all necessary precautions in choosing its subsequent subcontractors entrusted with the Client's Personal Data and informs the Client of any planned changes regarding the addition or replacement of a subsequent subcontractor by any means at its discretion.

The Client may object to such addition or replacement by notifying SELLSY in writing within ten (10) days following receipt of the notice of addition or replacement sent by SELLSY. The Client acknowledges and accepts that the absence of objection within the aforementioned period constitutes acceptance of a new subcontractor on its part. In the event that the Client opposes the appointment of a subsequent subcontractor for a legitimate reason, the Parties agree that either Party may terminate the Subscription.

SELLSY concludes a contract with any subsequent subcontractor containing the same obligations as those set out in these GCPS, including requiring the subsequent subcontractor to process the Client's Personal Data only in accordance with SELLSY's written instructions.

SELLSY remains fully responsible to the Client for any processing performed by the subsequent subcontractor in violation of the obligations set forth in these GCPS.

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16.2.3 Audits

The Client has the option to audit SELLSY's compliance with its obligations during the processing duration. If it deems it necessary to conduct such an audit, SELLSY agrees to submit to it under the following conditions:

• SELLSY will provide the Client, upon request and by email, with the necessary documentation to demonstrate SELLSY's compliance with its obligations as a data processor. If the Client believes that this documentation does not allow it to demonstrate compliance with the regulations, the Client will submit a justified and documented request for an on-site audit by registered letter with acknowledgment of receipt.
• The audit must be carried out by an independent auditor of good reputation, not competing with SELLSY's business activities. This independent auditor is chosen by the Client and accepted by SELLSY.
• The auditor must possess the required professional qualifications and be subject to a confidentiality agreement.
• The Parties acknowledge that all reports and information obtained in the course of this audit are confidential information.
• The start date of the audit, its duration, and scope are jointly agreed upon by the Parties with a minimum notice of 30 working days.
• The frequency of audits is limited to one audit per year and must not disrupt SELLSY's activities.
• The audit may only be conducted during SELLSY's business hours. The audit does not include access to information unrelated to the processing carried out in accordance with these GCPS, nor physical access to the servers on which the Software is backed up.
• The Client bears all the costs and expenses incurred by the audit and reimburses SELLSY for all expenses incurred, including the time spent on the audit at the average hourly rate of SELLSY's personnel who participated in the audit.

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16.2.4 Location - Data Transfers

The Client's Personal Data is stored in France on servers dedicated to SELLSY.

If SELLSY were to transfer Personal Data to providers established outside the European Union, SELLSY ensures in advance that the transfers are subject to appropriate safeguards, including those provided for in Article 46 of the GDPR.

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16.2.5 Return, Destruction of Personal Data

At the Client's choice and within 45 days from the Client's request to SELLSY at the end of the Duration, SELLSY will immediately return all Personal Data and any copies thereof to the Client, or securely delete or destroy the Personal Data.

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16.2.6 Register of Processing Activities

SELLSY undertakes to maintain a register containing all categories of processing activities related to Personal Data carried out on behalf of the Client, including:

• The name and contact details of SELLSY and its subsequent subcontractors, those of the Client, and, where applicable, the Client's Data Protection Officer and SELLSY's Data Protection Officer;
• The categories of processing carried out on behalf of the Client;
• Where applicable, transfers of Personal Data to a third country or international organization and the documents evidencing the existence of appropriate safeguards required by Article 46 of the GDPR;
• A general description of the technical and organizational security measures referred to in Article 32 of the GDPR.

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16.2.7 Data Protection Officer

SELLSY has appointed a Data Protection Officer who can be contacted at dpo@sellsy.com.

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ARTICLE 17. Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by a Force Majeure event as defined in Article 1218 of the French Civil Code. Additionally, the Parties agree that a Force Majeure event includes fires, epidemics, pandemics, and health emergencies, floods, natural disasters, earthquakes, internet connection interruptions by the internet service provider, vandalism, cyberattacks, strikes, and lockouts.

In this event, the Parties' obligations shall be suspended from the date of notification of this exempting cause by one Party to the other Party until its cessation.

If such circumstances persist for more than fifteen (15) days, the Parties agree to engage in discussions to amend the terms of their respective commitments.

If no agreement or alternative is possible, these commitments may then be terminated without damages or compensation, by simple written notice by registered letter with acknowledgment of receipt, without notice or indemnity.

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ARTICLE 18. Severability, Waiver, Invalidity

The GCPS constitute the entire agreement between the Client and SELLSY regarding the Subscription to the Services.

No waiver by SELLSY of any of its obligations shall be considered or interpreted as a waiver of its rights.

If one or more provisions of the GCPS are declared invalid, the others shall remain in full force and effect.

In such a case, the Parties shall, if possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of the GCPS.

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ARTICLE 19. Relationship Between the Parties

The GCPS shall not be construed as establishing a de facto partnership or joint venture between the Parties, or any other situation that would imply mutual representation or solidarity toward third parties. The GCPS shall not create any subordinate relationship between the Parties, who retain their full and complete autonomy from each other.

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ARTICLE 20. Non-Solicitation of Personnel

The Client undertakes not to hire or solicit the hiring or services (in any form whatsoever), for itself or for a third party, directly or indirectly, of any employee of SELLSY (i.e., any person employed by SELLSY on the date of the Subscription or who would enter into an employment contract with SELLSY during the Term) or to induce any SELLSY employee to cease the functions they perform or will perform within SELLSY.

This obligation shall terminate twelve (12) months after the end of the service for any reason.

In the event of non-compliance with this article, the Client undertakes to pay SELLSY, as a penalty clause, an amount equal to twelve (12) months of the monthly salary (after deduction of employer and employee social security contributions) paid by SELLSY to the employee concerned on the date the breach of the obligation is found.

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 Civil Code, SELLSY may enforce the performance of this obligation instead of claiming payment of this penalty.

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ARTICLE 21. Proof Convention

By express agreement, the Parties acknowledge the following as having probative force:

• Data recorded and timestamped on SELLSY's systems;
• Computer records of the operations carried out by the Client on its interface.

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ARTICLE 22. Applicable Law

The GCPS are governed by French law.

In the event that a translated version of the GCPS conflicts with the French version, the French version shall prevail.

WITHIN THE LIMITS PROVIDED BY APPLICABLE LAW, ANY DISPUTE AS TO THE VALIDITY, INTERPRETATION, OR PERFORMANCE OF THESE GCPS SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF SELLSY'S HEADQUARTERS, INCLUDING IN CASES OF THIRD-PARTY CLAIMS OR MULTIPLE DEFENDANTS.

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ARTICLE 23. Electronic Signature

The Parties agree to implement a process of dematerialization and electronic signature.

The Parties undertake not to challenge the admissibility, opposability, or probative force of elements of PDF documents sent and validated or signed electronically on the basis of their electronic format or nature.

General Sellsy Services Training Conditions

Sellsy Services‍

Effective as of 7 November 2022

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Download in PDF

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Sellsy Services organise et dispense des formations destinées aux collaborateurs des Clients de la SAS Sellsy, éditeur d’un logiciel de gestion à destination des entreprises.

Organisme de formation continue agréé sous le numéro d’activité 7517 0206 817, Sellsy Services est habilité à établir des conventions de formation.

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Article 1 : Définitions

Client : La société cliente et les collaborateurs inscrits à la Formation (les Apprenants)

Formation : la Formation est destinée à développer les capacités des Apprenants à utiliser les Modules du Logiciel Sellsy ;

Logiciel : Le Logiciel dénommé Sellsy propose plusieurs outils : “Prospection & Vente”, “Facturation & Gestion”, “Gestion de la trésorerie” , comprenant plusieurs Modules ;

Modules : Gestion de l’Administration du compte, Gestion de la Prospection, Gestion des ventes et des devis, Gestion de la Facturation, Gestion des Abonnements, Import, Gestion des Achats, Gestion de la Pré-Comptabilité, Gestion des Campagnes Marketing, Gestion des Documents Redactor, Gestion des stocks, Support, RocketChart

Programme ou Parcours de Formation : En fonction des Modules retenus, le programme de formation informe le Client des moyens pédagogiques et techniques mis en place par Sellsy pour atteindre les résultats attendus en matière d’acquisition des compétences.

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Article 2 : Désignation

La société Sellsy Services est une société à responsabilité limitée au capital de 1 000 euros, immatriculée au  Registre du Commerce et des sociétés de La Rochelle sous le numéro 829 930 874, dont le siège social est situé Avenue du Lazaret, Centre d’affaires nautiques - La Rochelle (17000). Elle est représentée par son Gérant, M. Frédéric Coulais.

Elle est dénommée ci-après « Sellsy Services».

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Article 3 : Objet et champ d’application

Les présentes Conditions Générales de Vente déterminent les conditions applicables aux prestations de Formation effectuées par Sellsy Services pour le compte d’un Client.

La commande de Formation auprès de Sellsy Services implique l'acceptation sans réserve du Client des présentes Conditions Générales de Vente annexées à la Proposition commerciale.

Les présentes Conditions prévalent sur tout autre document du Client, en particulier sur ses propres Conditions Générales d’Achat.

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Article 4 : Prix et prise en charge de la Formation

Le prix de la Formation est indiqué dans la Proposition commerciale communiquée au Client par Sellsy Services et consultable à tout moment sur le site internet go.sellsy.com.

Le prix de la Formation est indiqué en euros hors taxes, à majorer de la TVA au taux en vigueur, et soumis à une date de validité stipulée dans la Proposition commerciale. À défaut, le prix est valable un mois à compter de la date d’émission de la Proposition commerciale.

Le Client s'engage à retourner à Sellsy Services la Convention de Formation signée électroniquement.

Le Client qui bénéficie d’un financement par un Opérateur de Compétences (OPCO) s’engage à faire une demande de prise en charge avant le début de la Formation. L’accord de financement doit alors être communiqué  à Sellsy Services avant le début de la Formation.

L’intégralité des coûts de la Formation sera facturée au Client si aucune prise en charge n’est prévue par un OPCO.

En cas de retard de paiement, les sommes restant dues éventuellement par le Client porteront intérêt de plein droit, sans qu’une mise en demeure soit nécessaire, et généreront une pénalité de 3 fois le taux d’intérêt légal.

Le Client sera également débiteur, de plein droit, d’une indemnité forfaitaire minimale de quarante (40) euros pour frais de recouvrement (Article D.441-5 du Code de Commerce).

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Article 5 : Programme, documentation remise par Sellsy Services

Le contenu du Programme de Formation figurant sur le dossier de présentation remis au Client est fourni à titre indicatif. Ainsi, l’intervenant pourra modifier le contenu de la Formation, en fonction du niveau des participants et de la dynamique de groupe.

Sellsy remettra au Client une attestation de présence ou de fin de Formation dans les 15 jours suivant la fin de la Formation.

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Article 6 : Obligations & responsabilités de Sellsy Services 

Sellsy Services exécute la prestation de Formation dans le cadre d’une obligation de moyens.

La responsabilité de Sellsy Services ne saurait être engagée en cas de dysfonctionnements dus à de mauvaises manipulations réalisées par le Client.

Le contenu du cahier des charges transmis éventuellement par le Client, stipulant un périmètre et un calendrier de la Formation, n'est opposable à Sellsy Services qu’à condition d’avoir été expressément accepté par Sellsy Services.

Toute réparation due par Sellsy Services au Client, pour toutes causes confondues, ne pourra excéder le montant des sommes effectivement facturées et encaissées par Sellsy, au titre de la commande.

Le Client ne pourra pas rechercher la responsabilité de Sellsy Services au titre des préjudices indirects (pertes d’exploitation, perte de données ou de fichiers, préjudices commerciaux, perte de Clientèle...) et de dommages aux tiers.

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Article 7 : Obligations & responsabilités du Client

Le Client s’assure de la présence, de la disponibilité et du niveau de compétences de ses collaborateurs.

Pour les Formations en présentiel, le Client met à disposition de Sellsy Services l’environnement matériel et logiciel nécessaire aux prestations de formation. Il incombe au seul Client de faire exécuter à ses frais les préparatifs d’installation, conformément aux normes en vigueur, notamment de sécurité.

Sellsy Services peut recommander au Client des prérequis techniques ou certaines configurations pour utiliser le Logiciel. Le Client et les Utilisateurs sont responsables du suivi de ces prérequis techniques ou recommandations.

Le Client est seul responsable de la connexion de ses collaborateurs à lnternet ainsi que de tous les frais afférents.

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Article 8 : Report et annulation de la Formation

Le Client peut effectuer une demande de report de sa participation à une Formation commandée, à condition d’adresser une demande écrite à Sellsy Services, dans un délai de 15 jours ouvrables avant la date prévue pour la Formation.

Le Client peut effectuer une demande d’annulation de sa participation à la Formation, à condition d’adresser une demande écrite à Sellsy Services, dans un délai de 30 jours ouvrables avant la date prévue pour la Formation.

L’intégralité de la Formation est due en cas de participation partielle du Client, pour quelque motif que ce soit ou en cas de demande d’annulation ou de report tardive.

Par ailleurs, en cas de demande d’annulation par le Client moins de 15 jours ouvrables avant la date d’une Formation en présentiel, l’ensemble des frais de déplacement des équipes de Sellsy Services seront dûs par le Client à Sellsy.

Tous report/annulation doivent faire l’objet d’une notification par email à l’adresse contact@sellsy.com.

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Article 9 : Protection des données à caractère personnel

Conformément au Règlement européen (UE) 2016/679 du Parlement européen et du Conseil du 27 avril 2016 (RGPD) entré en vigueur le 25 mai 2018, Sellsy Services s'engage à prendre toutes précautions utiles afin de préserver la sécurité des informations à caractère personnel dont elle pourrait avoir accès, et notamment d'empêcher qu'elles ne soient déformées, endommagées ou communiquées à des personnes non autorisées.

Ainsi, les informations à caractère personnel communiquées par le Client à Sellsy Services font l’objet d’un traitement :

• l’inscription du Client à la Formation
• la création d’un compte Sellsy pour la durée de la Formation
• la gestion de la sécurité du site et du Logiciel
• la constitution et la gestion d’un fichier de prospection commerciale.
• la gestion des demandes d’exercices des différents droits des Utilisateurs : droits d’accès à leurs Données à Caractère Personnel, droits de rectification, d’effacement, d’opposition, de portabilité et de limitation du traitement.

Le Client dispose d’un droit d’accès, de rectification et d’opposition des données personnelles le concernant. Il peut exercer ce droit auprès du DPO à l’adresse dpo@sellsy.com.

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Article 10 : Propriété intellectuelle

La Formation proposée par Sellsy Services est et demeure la propriété de Sellsy Services qui est titulaire de tous les droits patrimoniaux afférents.

Ainsi, la remise de documents lors de la Formation ne confère au Client aucun droit de propriété sur les supports de formation qui sont protégés par la propriété intellectuelle et le droit d’auteur.

Quelle qu’en soit la forme (papier, numérique, électronique…), la reproduction des supports de formation, partielle ou totale, ne peut être effectuée sans l’accord exprès de Sellsy Services.

Le Client s’engage à ne pas utiliser, transmettre ou reproduire tout ou partie de ces documents en vue de l’organisation ou de l’animation d’autres formations.

Le Client s’engage par ailleurs à ne pas porter atteinte directement ou indirectement aux droits de propriété intellectuelle de Sellsy SAS sur le Logiciel Sellsy et à se conformer à ses Conditions Générales de Vente.

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Article 11 : Résiliation

Sellsy Services pourra résilier la convention de formation sans préavis, ni indemnité en cas de retard ou défaut de paiement de la part du Client.

La convention de formation pourra être résiliée de plein droit par l’une ou l’autre des Parties en cas d’inexécution par l’autre Partie de l’une quelconque de ses obligations, sans préjudice de tout droit à action et indemnité. Cette résiliation deviendra effective après une mise en demeure adressée à la Partie défaillante et restée sans effet dans un délai de 30 jours.

Toute Formation entamée est entièrement due à Sellsy Services.

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Article 12 : Non sollicitation

Le Client s’engage, à ne pas embaucher ou solliciter l’embauche ou les services (sous quelque forme que ce soit), pour lui-même ou pour un tiers, directement ou indirectement, de tout salarié du Groupe SELLSY (c’est-à-dire de toute personne salariée du Groupe SELLSY au jour de la Formation).

Cette obligation prendra fin douze (12) mois après la résiliation de la Formation.

En cas d’inexécution du présent article, le Client s’engage à verser au Groupe SELLSY, à titre de clause pénale, une somme égale à douze (12) mois du salaire mensuel (déduction faite des cotisations sociales patronales et salariales) versé par le Groupe SELLSY au salarié concerné à la date à laquelle l’inexécution de l’obligation serait constatée. Cette pénalité sera due pour chaque salarié du Groupe SELLSY qui serait embauché par le Client ou dont les services seraient sollicités par le Client sous quelque forme que ce soit. Conformément à l’article 1228 du code civil, le Groupe SELLSY peut poursuivre l’exécution forcée de cette obligation au lieu de réclamer le paiement de cette clause pénale.

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Article 13 : Force majeure

Chacune des Parties verra ses obligations suspendues de plein droit, sans formalité, et sa responsabilité dégagée, notamment en cas de survenance d'événement présentant les caractéristiques de la force majeure au sens de l’article 1218 du code civil.

Chacune des Parties informera l'autre en temps opportun de la survenance de l'un de ces événements et s'efforcera d'en atténuer ou d'en supprimer les effets dans les meilleurs délais.

Chacune des Parties à une convention de formation pourra y mettre fin par lettre recommandée avec accusé de réception avec un préavis de dix (10) jours ouvrables, au cas où l'exécution de l'accord ou son report serait impossible, pour raison de force majeure, et ce, sans aucune indemnité de part et d'autre.

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Article 14 : Litiges & droit applicable

Les présentes Conditions Générales de Vente sont soumises au droit français.

En cas de litige survenant entre Sellsy Services et le Client, la recherche d’une solution à l’amiable sera privilégiée. À défaut, les différends notamment liés à leur interprétation et/ou leur exécution seront soumis aux Tribunaux du ressort du domicile de Sellsy Services.

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Article 15 : Signature électronique

Les Parties conviennent de mettre en œuvre un processus de dématérialisation et de signature électronique.

Les Parties s’engagent à ne pas contester la recevabilité, l’opposabilité ou la force probante des éléments des documents PDF adressés et validés, ou signés par voie électronique sur le fondement de leur format ou de leur nature électronique.