General Terms and Conditions of Sale and Service

Koovea’s GTCS v2 – 2022

 

PART I – GENERAL PROVISIONS

 

Article 1 – To identify us

 

KOOVEA is a “société par actions simplifiée” (a French simplified joint stock company), registered under the SIREN number n°834 870 701, whose registered office is located at Rond-Point Benjamin Franklin, 34000 Montpellier. KOOVEA is the publisher of the website https://www.koovea.com/en/. The person in charge of publication is: Yohann CABONI, “Directeur Général” (executive director). KOOVEA’s contact email is: contact@koovea.com. The website’s legal notices are available at: https://www.koovea.com/fr/mention. The website is hosted by OVH whose head office is located in France.

 

Article 2 – Our services

 

KOOVEA’s project was born from the observation that a large number of heat-sensitive products (medicines, blood or organ donations, food products, cosmetics) are lost every year due to poor management of the cold chain during their transport. Thanks to the provision of an innovative Solution called « BLE Solution » composed of a software (« APP ») and sensors (« -K-TAG ») and routers (« K-HUB »), KOOVEA allows its CUSTOMERS to obtain in real time the temperature data of the transported thermosensitive Products thanks to a geo-tracking LTE/LTE-M cellular technology and by means of notifications by email or text (optional). With the help of a configuration, pre-established by the CUSTOMER depending on the type of Profile, the CUSTOMER will be able to decide, according to the recorded data stored on a web application, the fate of the Products. The K-TAGs and K-HUBs can be previously customized by the CUSTOMER via the APP in accordance with the transported Product’s characteristics. The K-TAG can be placed in the box of the Product, in the pallet, or in the storage room. The temperature data is recorded and can be associated with a GPS positioning (optional) thanks to the K-HUB and transmitted in real time to the CUSTOMER.

 

Article 3 – Lexicon for a better understanding

 

In order to simplify the reading of these General Terms and Conditions of Sale and Service, the following terms preceded by a capital letter refer to the definitions presented in this article: « ACCESS« : services enabling the access of the application (the APP) hosted by the COMPANY under the best performance and security conditions; « ACCOUNT« : shall mean the CUSTOMER’s online account, secured by an encrypted identifier and password ; « ANOMALY« : any design and/or hosting defect and, in particular, performance defects, bugs, errors manifested by operating difficulties preventing the CUSTOMER from accessing the APP in whole or in part; ; « APP« : means the web application allowing the CUSTOMER to have access to the service provided by means of a « software as a service »; « BLE SOLUTION« : composed of the K-TAG, the K-HUB and the APP together forming a coherent, interconnected and functional whole; « BLOCKING ANOMALY »: refers to any Anomaly that makes it impossible to use and/or operate the APP normally and causes abnormal inconvenience to the CUSTOMER; « COMPANY« : means the KOOVEA COMPANY; « COOKIE« : shall mean all computer traces deposited and/or read, for example, when consulting a website, reading an email, installing or using a specific software such as a web application; « CUSTOMER« : shall mean any professional using the services provided by KOOVEA; « DATA« : refers to all data transmitted by the CUSTOMER and stored that can be consulted only by the CUSTOMER and by the COMPANY’s management in its capacity as administrator; « GTCS« : shall mean these general terms and conditions of sale and service, governing the use of the APP and the sale of KOOVEA’s services and products; « K-HUB« : means the router used to transmit to the APP the temperature data recorded by the K-TAG; ; « K-TAG« : means the sensor that detects various metrics, including, but not limited to, temperature, humidity and CO2 data of the Product transported and that also detects the door opening; « MAINTENANCE« : means any intervention by the COMPANY on the APP related to a malfunction or the addition or improvement of the proposed features; « NON-BLOCKING ANOMALY« : shall mean any Anomaly that is neither blocking nor serious, that does not significantly affect the use of a feature of the APP or that has a non-blocking impact on the operation of the APP”; « OPERATING DATA« : refers to all configuration and parameterization data chosen by the CUSTOMER in the APP, and all measurement data obtained in real time thanks to the BLE SOLUTION; « PARTIES« : means the COMPANY and the CUSTOMER bound by these general terms and conditions; « PERSONAL DATA« : means all the information identifying the CUSTOMER (first and last name, date and place of birth, telephone number, email address, information concerning his/her company and its legal representative, address of the company’s headquarters, functions held within the company and its field of activity, bank details); « PRODUCT« : means the product being transported that will be subject to a temperature level measurement; « PROFILE« : means the Product profile, configured on the APP; « PROSPECT« : means any person using the Website to learn about the services offered by KOOVEA and / or to purchase its services; « SERVICES« : means the services provided by the COMPANY to the CUSTOMER under the provision of the BLE Solution via the APP, the K-TAG and the K-HUB, namely the tools for configuring the temperature data according to the type of Profile, the data storage and archiving, statistical tools, maintenance and technical support; « SEVERE ANOMALY« : refers to any Anomaly that does not prevent the use of the APP but makes it more complex or longer; « SUBSCRIPTION« : means the granting of a non-exclusive, nominative, personal and temporary right of use of the APP, the K-TAG and the K-HUB; “USER« : means the person entitled or authorised under the responsibility of the CUSTOMER (employee, representative, etc.) who has access to the Services by connecting to the APP via the identifier given by the CUSTOMER; « WEBSITE« : means the website https://koovea. com/ on which KOOVEA presents its activity and offers its services by allowing the opening of a CUSTOMER account.

 

Article 4 – Understanding the scope of these conditions

 

4.1 Co-contractors

 

These GTCS are concluded between the CUSTOMER and the COMPANY. The CUSTOMER declares that it is represented by a natural person capable of concluding these GTCS on its behalf. The CUSTOMER expressly declares that it is a professional. It shall use the Services provided by the COMPANY in the context of its activity and for professional purposes only.

 

4.2 Scope of application of the GTCS

 

These General Terms and Conditions of Sale and Service shall apply by operation of law to any sale or provision of services by the COMPANY to the CUSTOMER. They constitute the legal basis of the relationship between KOOVEA, service provider, via the provision to the professional CUSTOMER of the BLE SOLUTION, to enable the CUSTOMER wishing to subscribe to the Services to obtain certain metrics of the Product that will be transported. It is further specified that these GTCS are applicable to the use of the APP as well as the provision of the elements comprising the BLE SOLUTION.

The COMPANY grants the CUSTOMER via a subscription system:

  • A right of access to the APP
  • A set of services related to the use of the APP (hosting and storage of data, data enhancement and statistics)
  • The provision of K-TAGs and K-HUBs

 

The present general conditions are divided into three parts:

A part setting out the general conditions applicable to relations between the CUSTOMER and the COMPANY, and between the COMPANY and the PROSPECT;

A part relating to the relationship between the COMPANY and the CUSTOMER within the framework of the software license in « software as a service » mode by the provision of the APP;

A part relating to the relationship between the COMPANY and the CUSTOMER in the context of the provision of the K-TAG and the K-HUB.

 

4.3 Acceptance of the GTCS

 

Any subscription to the Services provided by the COMPANY and the opening of a CUSTOMER account imply the CUSTOMER’s unreserved acceptance of these GTCS. Otherwise, the refusal of the CUSTOMER will result in the impossibility for it to access the provision of the BLE SOLUTION. The GTCS are therefore expressly approved and accepted by the CUSTOMER, which declares and acknowledges that it is fully aware of them and therefore waives the right to invoke any contradictory document, in particular its own general terms and conditions of purchase, which shall not be binding on the COMPANY, even if it has been made aware of them. By signing the quotation issued by the COMPANY, which expressly refers to the GTCS that are transmitted, the CUSTOMER declares that it accepts all the provisions of these General Terms and Conditions of Sale and Service, which shall be enforceable against it from that moment. The GTCS applicable to the CUSTOMER are those which received its last acceptance. In case of modification of the present GTCS, the version that will be applicable to the CUSTOMER will remain the one that it will have accepted last. The acceptance of the present GTCS by the CUSTOMER also implies the necessary acceptance of these GTCS by the User.

 

Article 5 – Requirements for the CUSTOMER

 

The Services are provided as part of a shared infrastructure using the COMPANY’s resources, providing that the CUSTOMER complies with its obligations, in particular as regards payment of the network connection fee, without which no access to the Services is possible. The CUSTOMER acknowledges having been informed by the COMPANY of all the technical requirements necessary for the optimal operation of the Services. The CUSTOMER is also informed that these requirements may change, in particular for technical or regulatory reasons. If a change occurs during the course of the contract, the CUSTOMER will be informed in advance. The CUSTOMER assures that it has the necessary and perfectly adapted equipment to allow remote access and use of the APP. The CUSTOMER is informed that the APP only works with the following browsers: Safari 10 and above, Google Chrome 64 and above, Firefox 58 and above, Edge.

 

Article 6 – Our intellectual property rights must be preserved in order to better serve you

 

The COMPANY declares that it holds all the intellectual property rights necessary for the conclusion of the contract. The CUSTOMER may not resort to any act that may have the purpose or effect of directly or indirectly infringing the intellectual property rights of the COMPANY. The provision of the BLE SOLUTION to the CUSTOMER by the COMPANY shall not confer any property rights on the CUSTOMER on the BLE SOLUTION, which shall remain the exclusive property of the COMPANY and for which the CUSTOMER shall be granted a simple user license. In the event of failure by the CUSTOMER to comply with the obligations set out below, which has not been remedied within 7 (seven) days of a formal notice sent by the COMPANY, the APP may no longer be used by the CUSTOMER on any medium whatsoever. All access will be cut off in accordance with the termination procedures described in Article 13. In this respect, it is specified that the CUSTOMER benefits from a non-exclusive right to use the hosted APP made available to it, which formally excludes the possibility:

  • To permanently or temporarily reproduce the APP made available, in whole or in part, by any means and in any form, including when loading, displaying, running or storing the APP;
  • To translate, adapt, arrange or modify the APP, to export it, to merge it with other computer applications;
  • To make any copy of all or part of the APP;
  • To modify, in particular by decompiling, to alter, to adapt, in particular by translating, to arrange and more generally to modify all or part of the APP;
  • To decompile the specific software of the APP for the purpose of a reproduction that is unauthorized by the present document;
  • To open, to dismantle or to modify the casing of the K-TAG(s) or the K-HUBs or the components thereof; it being specified that opening the said casings is likely to be considered as a violation of business secrecy in view of the undertakings given by the CUSTOMER under the terms of the present contract, and it being furthermore recalled that any unauthorized reproduction of the K-TAG, the K-HUB or their contents is likely to constitute an act of infringement of the patent rights held by the COMPANY.

In this respect, the COMPANY expressly reserves the exclusive right to intervene on the hosted APP to enable it to be used in accordance with its intended purpose. The CUSTOMER shall therefore formally refrain from intervening or having a third party intervene on the APP or on the K-TAGs or K-HUBs. The CUSTOMER undertakes not to use any third-party program that allows automatic and/or systematized use of said services. The COMPANY further declares that it is the owner of the patent relating to the « Capture device, reception device, Processing device and calibration device » (« Dispositif de capture, dispositif de réception, dispositif de Traitement et dispositif d’étalonnage ») issued on July 3, 2020 and the owner of a patent application relating to a « system and process for detecting the tightness of a box » (« système et procédé de détection d’étanchéité d’un boitier ») filed with the INPI on November 26, 2020. The provision to the CUSTOMER of the BLE SOLUTION through the CUSTOMER’s subscription does not imply any transfer of ownership of the above-mentioned patent that is intrinsically linked to the APP made available to the CUSTOMER. Any unauthorized exploitation of the elements of the BLE SOLUTION engages the criminal and civil liability of the CUSTOMER on the basis of French’s authors’ right infringement and patent law. The CUSTOMER shall also formally refrain from making any form of reproduction or representation of any of the elements of the BLE SOLUTION and/or the COMPANY’s visual identity, whether it be its brands and logos, graphic charter, commercial and promotional discourse, without the COMPANY’s express consent. Furthermore, the user shall refrain from altering or masking in any way whatsoever the trademarks, distinctive signs and copyright notices affixed to the APP and to its technical and commercial documentation. Any representation and/or reproduction and/or partial or total exploitation of these distinctive signs by the CUSTOMER is therefore prohibited and constitutes trademark infringement, pursuant to the provisions of Book 7 of the French Intellectual Property Code, and usurpation of a company name, commercial name and domain name, which will entail the civil liability of its author.

 

Article 7 – Protection of your personal data is important to us

 

7.1 Role of the COMPANY in the collection of personal data

 

The COMPANY is the data controller for the collection of personal data. Its data protection officer/person in charge of compliance with the RGPD is Yohann CABONI, Directeur Général (Executive Director), who can be contacted at rgpd@koovea.com.

 

7.2 Legal basis for processing personal data

 

These data processing operations require compliance with legal formalities and obligations, including Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, Law No. 2016-1321 of October 7, 2016 for a Digital Republic, and the European General Data Protection Regulation of April 27, 2016. The COMPANY ensures compliance with the personal data protection regulations. In accordance with this same law, Users’ personal information may be subject to automated processing. When the CUSTOMER ceases to use the Services, the CUSTOMER’s personal data will be removed from the COMPANY’s customer database; however, for reasons of verification of Users’ accounts, the CUSTOMER hereby consents to the COMPANY retaining its email address(es), surname and first names for a period of 3 years.

 

7.3 Scope of personal data collected

 

The operation and use of the APP requires the processing and collection of certain personal and nominative data of PROSPECTS, CUSTOMERS and USERS, such as, where applicable, their identity, contact details (telephone, email address, company address, professional functions, home address, location data), connection data and their Internet Protocol (IP) address, as well as their banking data (credit card number and date of validity, bank account details), GPS data of hubs, license plates and actions on the APP excluding operating data relating to the settings of the K-TAGs, and measurement data not relating to an identified or identifiable natural person. In providing its Services, and in providing the CUSTOMER with the BLE SOLUTION, the COMPANY does not collect or process sensitive personal data or health data. Only the personal data mentioned above will be collected.

 

7.4 Purposes of collecting and processing personal data

 

Personal data is namely processed and collected for the following purposes:

*For the purpose of managing the relationship between the COMPANY and the CUSTOMER or PROSPECT, in particular so that the COMPANY can send the latter all information relating to the APP;

*For the purposes of maintenance and improvement of the APP;

*For the purposes of prospecting by the COMPANY and promoting its services;

*For the elaboration of statistics for internal communication purposes, or for external communication purposes, provided that the data concerned is anonymized;

*For the execution of payment operations ordered by the CUSTOMER on the Website or via the APP;

*For the execution of service contracts between the COMPANY and third parties; in this respect, the COMPANY provides the CUSTOMER with a document relating to data security and transmission, which specifies the role of third parties;

*To enable the CUSTOMER to locate its vehicles and retrace their journeys, by matching hubs and license plates.

*For processing purposes imposed by the accounting of the COMPANY;

These personal data are processed on the basis of the execution of the contract, concerning the management of the relationship with the CUSTOMER, the execution of payment operations ordered by the CUSTOMER and the execution of contracts between the COMPANY and third parties, on the basis of the legitimate interest of the COMPANY concerning the purposes of maintenance and improvement of the APP, commercial prospecting and the accounting of the COMPANY and on the basis of consent of the CUSTOMER for statistics for internal communication purposes.

By validating these GTCS, the CUSTOMER or PROSPECT confirms its unreserved consent to the collection and processing of its personal data, under the conditions and for the purposes mentioned above.

 

7.5 CUSTOMER’s rights in respect of its personal data

 

In accordance with French Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, French Law No. 2016-1321 of October 7, 2016 for a Digital Republic, as well as the European General Data Protection Regulation of April 27, 2016, the CUSTOMER’s representatives have a right of access to personal data concerning them, the right to rectify it, to delete it, to limit its processing, the right to object to the processing, the right to data portability, the right to withdraw consent at any time, the right to lodge a complaint with a supervisory authority. The same rights are awarded to USERS.

 

7.6 Storage of personal data

 

This data is kept for a limited period of time depending on the purpose of the processing:

 

*For the purposes of managing the relationship between the COMPANY and the CUSTOMER or PROSPECT, personal data is kept for a period of three years following the end of the commercial relationship;

*For the purposes of prospecting, personal data is kept for a period of three years following the date of its collection;

*For internal statistical purposes, personal data is kept for the duration of the contractual relationship and for a period of three years following the end of the contractual relationship;

*For the execution of the services of the APP towards the CUSTOMER, this personal data is kept for a period of three years following the end of the commercial relationship. By exception, geo-tracking data is subject to a specific retention period of two months given the potential monitoring dimension of the CUSTOMER’s employees and the indications of the CNIL in this regard. However, when these geo-tracking data are used to optimize the routes or to prove the interventions carried out, when the proof cannot be obtained by the CUSTOMER by another means, they will be kept for one year. Finally, they will be kept for five years when they are used to monitor working hours.

*For the execution of service contracts between the COMPANY and third parties, such personal data shall be kept for a period of three years from the end of the contractual relationship between the COMPANY and the CUSTOMER.

 

7.7 Transmission of personal data

 

This personal data is transmitted:

*To the COMPANY’s management as system administrator and only to those persons within the COMPANY who are expressly authorized to process and access the CUSTOMERS’ Personal Data;

*To third parties who assist in the operation of the Website, particularly in the context of its design, maintenance and security. These third parties are specified in the document on data security and transmission, which the COMPANY makes available to the CUSTOMER.

 

7.8 Security Measures

 

The COMPANY shall take the utmost precautions to protect the data collected and processed. The COMPANY shall therefore provide the same protection for the data collected as it provides for its own data. In the event of a personal data breach, however, the COMPANY will notify the competent authority of the breach as soon as possible. If such a breach results in a high risk to the rights and freedoms of the data subject, the COMPANY shall also notify him/her of the breach. In any case, the CUSTOMER retains the right to lodge a complaint with the competent supervisory authority regarding the processing of their personal data.

 

7.9 Notification of Personal Data

 

In the event that a PROSPECT or a CUSTOMER wishes to withdraw, delete or modify personal data held by the COMPANY, it is up to them to notify the COMPANY of their request in writing by means of an email to the following email address: rgpd@koovea.com. In order for this request to be taken into account by the COMPANY, the written request must specify:

 

-Whether the request is for a removal, deletion or modification,

-The exact type of information to which the request relates (address, name, telephone number, email address, etc.),

-The reason for the request.

For more information (ww.cnil.fr) or to send a pre-established request form to the COMPANY, the applicant should refer to the following URLs:

https://www.cnil.fr/fr/modele/courrier/rectifier-des-donnees-inexactes

https://www.cnil.fr/fr/modele/courrier/supprimer-des-informations-vous-concernant-dun-site-internet

 

7.10 Use of Cookies on the COMPANY’s Website and on the APP to improve the experience of the PROSPECT, the CUSTOMER and/or the USER

 

A « Cookie » allows the identification of the User and the CUSTOMER, the personalization of their visit and the acceleration of the display of the APP thanks to the recording of a data file on their peripheral. The COMPANY may use « Cookies » mainly to:

1) enable the actions and settings of the PROSPECT and/or the CUSTOMER and/or USER on the Website and/or the APP to be memorized,

2) obtain browsing statistics in order to improve the PROSPECT and/or CUSTOMER and/or USER’s experience,

3) to allow access to a CUSTOMER account and to content that is inaccessible without logging in. If the use of certain cookies is necessary for access to the Website, the PROSPECT and/or CUSTOMER and/or USER has the choice of accepting or refusing the use of Google Analytics Cookies, which are used to measure the audience, to maintain the relationship and to address certain content to users, by clicking on the desired option within the box appearing at the bottom left-hand corner of the screen. It is then possible at any time to change the option chosen, by clicking on the tab in the same place.

 

Article 8 – Ordering our Services

 

8.1 Subscribing to our services

 

Upon request from the PROSPECT to subscribe to the Services, the COMPANY sends an email containing a web link giving access to a quote and the general terms and conditions of sale and service. In order for the CUSTOMER’s subscription to the Company’s Services to be effective, the CUSTOMER must sign the quotation, approve the GTCS and provide a SEPA direct debit authorization mandate, it being specified that the signature can only be made by the company’s manager or by a person duly authorized to sign contracts of this kind. Once the CUSTOMER has signed up for the Services in this way, a customer account shall be created on the APP and the COMPANY shall send the CUSTOMER the link to access the APP and the login details for the customer account that has been created, by email, and shall ship the equipment ordered in accordance with the terms of Article 8.6.

 

8.2 Placing another order

 

For any other order, the CUSTOMER connects to the URL of the APP using its login credentials to access its customer account and the features of the APP. The CUSTOMER can then proceed to order the K-TAGs and K-HUBs according to its specific needs. When the CUSTOMER places an order on the APP, it fills in its request and the desired quantities as well as the required information, in particular concerning delivery. The CUSTOMER is invited to check its order and the corresponding price before validating it. The COMPANY shall not be liable for errors in sending emails or for errors in sending packages due to an incorrectly filled order. A new estimate shall then be issued, the signature of which shall be deemed to be immediate acceptance of the order.

Payment is made by means of the SEPA direct debit authorization previously given by the CUSTOMER. The signatory then receives an automatic email confirming his/her order at the email address he/she has indicated. This confirmation email contains a summary of the order placed as well as the estimated delivery time of the K-TAGs and K-HUBs. Delivery of the BLE SOLUTION Subscription services to the CUSTOMER will begin 48 hours after the COMPANY notifies the CUSTOMER that the K-TAGs and K-HUBs have been shipped.

 

8.3 Pilot

 

The PROSPECT may be offered, at the COMPANY’s discretion, a free test of the BLE SOLUTION.

The purpose of this test, which shall last for one month, unless the COMPANY exceptionally agrees to an extension, is to provide the PROSPECT with a pilot, consisting of two K-TAGS, a K-HUB and access to the APP, so that it can experiment with the BLE SOLUTION.

Unlike a traditional order placement, no quote is signed. Once the benefit of the test is accepted by the PROSPECT, it receives, by email at the address it has given, an order confirmation.

The K-TAGS and the K-HUB are sent to it by post, accompanied by a delivery note. At the same time, the PROSPECT will receive on its email address a link to access the APP, as well as its login details for the account that will have been created for it.

At the end of the test period, the PROSPECT shall be required to return the pilot, in accordance with the terms and conditions indicated by the COMPANY, which shall be responsible for such return, in good working order to the COMPANY, failing which the sum of 19 euros/K-TAG not returned or returned in poor condition and 79 euros/K-HUB not returned or returned in poor condition may be invoiced, which the PROSPECT expressly accepts.

 

8.4 Availability of the elements of the BLE SOLUTION

 

The K-TAGs and K-HUBs are visible on the APP, and the CUSTOMER may proceed to order them, it being specified that the COMPANY shall only be able to dispatch orders within the limits of available stocks. If the COMPANY is unable to supply the K-TAGs and K-HUBs requested by the CUSTOMER, it shall notify the CUSTOMER of the expected delay by email. The CUSTOMER may then choose to cancel the order and no penalty shall be applied.

 

8.5 Delivery of the APP

 

The APP will be made available as soon as the CUSTOMER has formalized the order process under the conditions set out in Article 8.1 and the COMPANY has sent it a confirmation email with its connection identifiers.

 

8.6 Delivery of the elements of the BLE SOLUTION

 

Delivery shall be made by delivering the K-TAGs and K-HUBs ordered by the CUSTOMER to a shipper or carrier at the seller’s premises or at any other designated premises. Delivery is made free of charge in metropolitan France; delivery charges, specified in the quotation, are applied for other delivery territories, except for the pilot. The delivery time indicated by KOOVEA in the order confirmation does not constitute a strict deadline and the COMPANY shall not be liable to the CUSTOMER for any delay in delivery not exceeding ten days. In the event of a delay of more than ten days, the CUSTOMER may ask KOOVEA to reship the order. KOOVEA will then bear these costs, as well as the cost of returning the order that arrives later. The responsibility of the COMPANY shall in no case be incurred in case of delay or suspension of delivery attributable to the CUSTOMER or in case of force majeure. Delivery shall be made to the place of delivery indicated by the CUSTOMER, with the elements of the BLE SOLUTION traveling at the CUSTOMER’s risk. This place of delivery is by default the CUSTOMER’s head office but can also be any other place indicated by the CUSTOMER, no additional cost being charged as long as the place is located in metropolitan France. However, a change in the place of delivery requested by the CUSTOMER can only be taken into account, free of charge as long as it is in metropolitan France, provided that the order has not already been shipped, failing which the CUSTOMER will have to reship it. Similarly, in the event of special requests by the CUSTOMER concerning the packaging or transport conditions for the items ordered, duly accepted in writing by the COMPANY, the related costs shall be subject to specific additional invoicing.

 

8.7 Time limit for notifying any lack of conformity of the elements of the BLUE SOLUTION

 

The CUSTOMER is required to check the apparent condition of the K-TAGs and K-HUBs delivered. Any lack of conformity must be reported to the COMPANY no later than seven (7) days following receipt. Throughout the duration of the Subscription, the COMPANY may repair and, if necessary, replace as soon as possible and at its own expense, the elements delivered for which the CUSTOMER has noted a lack of conformity of the K-TAGS and K-HUBs delivered, under the conditions and within the limits set forth in Article 26.

 

8.8 Liability of the COMPANY and warranty claims against the carrier

 

The CUSTOMER or PROSPECT acknowledges that it is the carrier’s responsibility to make the delivery, the COMPANY being deemed to have fulfilled its delivery obligation once it has handed over the elements of the BLE SOLUTION ordered by the CUSTOMER or PROSPECT to the carrier, who has accepted them without reservation. Consequently, the CUSTOMER or PROSPECT shall not have any warranty claims against the COMPANY in the event of failure to deliver the goods transported.

 

8.9 Loss or theft of login and password

 

The CUSTOMER’s password is protected by an encryption system. The CUSTOMER is informed that the use of its Account and the preservation of its login and password are its sole responsibility. Its login and password are personal and cannot be used by a third party. In the event of the loss of its username and password, theft, or suspicion of fraudulent use of its Account, the CUSTOMER shall inform the COMPANY as soon as possible, by contacting it at the address specified in Article 1.

 

Article 9 – Duration of the contract

 

The contract for the provision of the BLE SOLUTION is concluded for a period of one month or one year. The contract will be tacitly extended for successive periods:

Of one (1) firm month in case of Monthly Billing

Of twelve (12) firm months in case of Annual Billing

If the CUSTOMER wishes to terminate the contract during one of the extended periods, it must notify it by sending an email with acknowledgement of receipt, giving one week’s notice before the expiry date. The price of any month started, in the case of a monthly subscription, or of any year started, in the case of an annual subscription, is due.

 

Article 10 – Financial conditions

 

10.1 Monthly invoicing

 

With the exception of the first month of Subscription, which will be billed on a prorated basis, starting forty-eight (48) hours after the order is sent, the Subscription is billed in full. The amount of the monthly Subscription depends on the number of K-TAGs and K-HUBs ordered by the CUSTOMER. The subscription runs from the 1st to the last day of each month. Invoices are issued on the first day of the month and debited on the tenth (10th) of the following month. The first invoice will include the set-up fee and the deposit. When the CUSTOMER orders K-TAGs and K-HUBs, the COMPANY shall take a deposit on each K-TAG (sensor) and K-HUB (router). This deposit shall be cashed immediately by the COMPANY. The CUSTOMER shall also be billed for commissioning costs, the amount of which shall be detailed in the quote sent to the CUSTOMER.

 

10.2 Annual billing (prepaid for twelve (12) months)

 

The CUSTOMER can benefit from annual billing. With the exception of the first month of the Subscription, which will be billed on a prorated basis, starting forty-eight (48) hours after the order is sent, the Subscription is billed in full for twelve (12) firm months. The amount of the annual Subscription depends on the number of K-TAGs and K-HUBs ordered by the CUSTOMER. The subscription runs for a period of twelve (12) months. Invoices are issued on the first day of the month and debited on the tenth (10th) of the following month. The first invoice will include the set-up fee and the deposit. When the CUSTOMER orders K-TAGs and K-HUBs, the COMPANY shall take a deposit on each K-TAG (sensor) and K-HUB (router). This deposit shall be cashed immediately by the COMPANY. The CUSTOMER shall also be billed for commissioning costs, the amount of which shall be detailed in the quote sent to the CUSTOMER.

 

10.3 Late payment penalties for non-payment and direct debit rejection fees

 

Failure to pay (by default of a funded account) on the due date will automatically result in the invoicing of late penalties per day of delay calculated on the basis of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. Late payment penalties are payable without the need for a reminder. In the event of non-compliance with the above payment conditions, the COMPANY also reserves the right to suspend or cancel the delivery of orders in progress on the part of the CUSTOMER and to suspend the CUSTOMER’s access to the services. Lastly, a flat-rate compensation for collection costs in the amount of forty (40) euros shall be payable by the CUSTOMER, as of right and without prior notification, in the event of late payment. The COMPANY reserves the right to request additional compensation from the CUSTOMER if the collection costs actually incurred exceed this amount, upon presentation of supporting documents. Furthermore, and without prejudice to the aforementioned provisions relating to any delay in payment, the CUSTOMER shall be required to reimburse the COMPANY for any bank charges applied to the COMPANY as a result of the rejection of a direct debit for lack of or insufficient funds.

 

Article 11 – CUSTOMER’s responsibility in the use of the BLE SOLUTION

 

It is the CUSTOMER’s responsibility as a professional to verify in particular that the characteristics of the BLE SOLUTION, including K-TAGs and K-HUBs are consistent with the use and conditions of use for which the CUSTOMER intends them. As an essential condition of the provision of the Services (including the provision of the BLE solution) by the COMPANY, it is reminded that the CUSTOMER is solely responsible for the use of the APP, the K-TAGs and the K-HUBs provided by the COMPANY and their suitability for the use made of them. It shall also be solely responsible for the configuration and setting of the temperature thresholds according to the Profile and the choice of the K-TAG location. The COMPANY shall not be held responsible for any consequences resulting from an error in the configuration or settings of the Profile and the BLE SOLUTION. The User is solely responsible for ensuring that the appropriate security conditions are met. It is also exclusively the CUSTOMER’s responsibility to ensure that the K-TAGs and K-HUBs comply with the safety rules for the use in question. CUSTOMER shall comply with all laws, regulations and/or directives applicable to the use of the K-TAGs and K-HUBs.

 

Article 12 – Mutual Confidentiality for a better collaboration

 

The CUSTOMER acknowledges the confidential nature of all documents, systems, software, preceded by any information that may be communicated to it by the COMPANY during the execution of the Contract that are not known to third parties (the confidential information). The CUSTOMER undertakes to use the confidential information only for the purposes of the Agreement and not to disclose it to third parties. CUSTOMER shall ensure that its employees, agents, servants and Authorized Users comply with this confidentiality obligation. The COMPANY undertakes not to disclose to third parties any documents and information concerning the CUSTOMER which are communicated to it by the CUSTOMER as being confidential, provided that such documents or information are not known to third parties. The confidentiality obligations under this section shall continue for a period of five (5) years from the expiration date of the last accepted order for Services.

 

Article 13 – Termination of our relationship

 

13.1 Termination without fault

 

The conditions for the termination of the Subscription without fault are provided in Article 9.

 

13.2 Suspension and termination for fault 

 

Access to the Services may be suspended at any time by the COMPANY, with immediate effect, in the event of non-payment of an invoice by the CUSTOMER, but also in the event that the services cannot be properly performed due to the CUSTOMER, or due to a technical condition that compromises access to the Services.

The contract may be terminated by either party in the event of non-performance of any of the contractual obligations, without prejudice to any recourse for compensation and subject to any abuse of right. In the case of a Subscription, early termination shall take place as of right fifteen (15) days after formal notice has been served by registered letter with acknowledgement of receipt, indicating the intention to apply this clause. The COMPANY shall be entitled to payment for services rendered up to the date of effective termination, which shall take place at the end of the period of notice that began upon receipt of the request for termination, and in compliance with the duration of the CUSTOMER’s commitments. Termination will occur automatically without formal notice in the event of repeated breaches of its obligations by either party. In any event, the Customer shall not be entitled to invoke the automatic termination clause in the event that the non-performance of the obligations is partly due to its own fault. Termination of this contract in the event of non-performance by the CUSTOMER of one of its obligations shall automatically and by operation of law result in the forfeiture of the term of all sums owed by the CUSTOMER to the COMPANY, including sums owed under the contractual commitments, which shall become immediately due and payable. The contract may also be terminated in advance in the event of liquidation, receivership or judicial safeguard of either party, under the legal and regulatory conditions in force, and subject to any provisions of public order in force, without compensation on either side.

 

13.3 Consequences of termination

 

Whatever the reason for the termination of relations between the Parties, the K-TAGs and K-HUBs made available to the CUSTOMER as part of its Subscription must be returned to the COMPANY within a maximum period of 30 calendar days. Upon receipt of said items, the COMPANY shall reimburse the CUSTOMER for its deposit together with a credit note within a maximum of 30 calendar days, provided that said items have been returned in good working order, it being specified that the lack of a battery shall not be taken into account in assessing good working order. If the said elements are not returned in the aforementioned conditions, the related deposit will not be returned to the CUSTOMER. If the K-TAGs and K-HUBs held by the CUSTOMER are not returned within the aforementioned period, the deposit on them shall be retained in full by the COMPANY. Upon termination of the Agreement, the CUSTOMER may obtain the portability of its data upon express request to the COMPANY.

 

13.4 Events beyond our control

 

Neither party may be held liable for any failure to fulfil its obligations under the contract if such failure results from a government decision, including any withdrawal or suspension of authorization whatsoever, a total or partial strike, whether internal or external to the COMPANY, a fire, a natural disaster, a state of war, a total or partial interruption or blockage of the telecommunications or electricity networks, an act of computer hacking, or more generally any other event of force majeure presenting the characteristics defined by the case law of the French Cour de cassation. The party noting the event shall immediately inform the other party in writing of its inability to perform its obligations. Under these conditions, the suspension of obligations or the delay will not in any case be a cause of liability for non-performance of the obligation in question, nor will it lead to the payment of damages or penalties for delay.

 

Article 14 – Resolving any disputes

 

14.1 Compliance with regulations applicable to the Parties and their respective activities

 

The COMPANY shall comply with the legal and regulatory obligations applicable to it in its capacity as a service provider under the law applicable to the contract. The COMPANY shall not be obliged to undertake the legal and administrative obligations of the CUSTOMER or the PROSPECT, including those relating to the Services provided under the Contract. It is therefore up to the CUSTOMER or PROSPECT to ensure compliance with the laws and regulations applicable to it, without being able to seek the COMPANY’s liability. Unless expressly provided otherwise in these terms and conditions or in the quotation, the Services provided by the COMPANY shall be for the country in which the CUSTOMER has declared its address to the COMPANY when signing up for the Services.

 

14.2 Applicable Law

 

These General Terms and Conditions of Sale and Services shall be governed and interpreted in accordance with French law. In the absence of an amicable agreement between the parties at the end of a period of two months from the start of discussions concerning the dispute in question, any dispute concerning the interpretation or execution of the provisions of the General Terms of Sale and Service shall be submitted to the competent courts of the jurisdiction of the Court of Appeal of Montpellier.

 

Article 15 – Election of domicile

 

For the purposes of the contract, the COMPANY shall elect domicile at the address shown at the top of this document, to which notifications shall be sent, except in the event of a change of address, which shall be notified to the other party as soon as possible. The CUSTOMER shall provide the COMPANY with its contact information when registering for the Services. In the event of a change of address, any notification made to the addresses mentioned in the document or to the last address to which notification was made shall be deemed valid, unless it is proven that the party making the notification was aware of the actual address of the party to whom it is addressed.

 

Article 16 – We work with you because of who you are

 

The agreement between the parties having been concluded in consideration of the person representing each of the parties, it is expressly agreed between them that no transfer of the contract concluded between the parties may take place without the express prior written consent of the other party.

 

Article 17 – What cannot be evaded

 

In the event that one or more clauses are declared null and void by a court decision or proven impossible to implement, the validity of the other provisions shall not be affected and the parties undertake to negotiate in good faith a replacement provision. The headings and subheadings in these terms and conditions are included for convenience only. By express agreement between the parties, these headings and subheadings shall not be construed as a basis for interpreting any provision of the GTCS. The failure of any party to enforce any provision hereof or to condone its breach, whether temporarily or permanently, shall not be construed as a waiver by such party of any of its rights hereunder. The fact that a party tolerates a non-performance or imperfect performance of the GTCS or more generally tolerates any act, abstention or omission of the other party that does not comply with the provisions hereof shall not confer any right whatsoever on the party that benefits from such tolerance. The GTCS express the entire agreement of the parties and supersede any prior agreement, written or oral, express or implied. It constitutes the sole will of the parties. The parties acknowledge that they are acting as independent co-contractors. The GTCS cannot therefore have the effect of creating a company or association of any kind between them.

 

Article 18 – Rest assured, we are covered!

 

For the entire duration of the COMPANY’s obligations, depending on the orders placed, the COMPANY has taken out an insurance policy to protect itself against the risks arising from the obligations incumbent upon it pursuant to the orders and the GTCS. The insurance shall be taken out with an insurance company that is known to be solvent. At the CUSTOMER’s request, a certificate from the said company specifying the purpose of the guarantees may be provided by the COMPANY.

 

 

PART II – SPECIFIC PROVISIONS FOR THE PROVISION OF THE KOOVEA APP

 

Thanks to its subscription to the COMPANY’s Services, the CUSTOMER, or, if applicable, the PROSPECT during the test period, is given access to the APP allowing it to order the BLE SOLUTION, to configure it according to the Profile, to record, store and archive the temperature data of the transported Products and to analyze the collected data via a statistical system.

 

Article 19 – Access to the APP

 

19.1 Accessibility

 

The APP is available on the Internet via the URL provided by the COMPANY and thanks to the connection identifiers communicated by the COMPANY to the CUSTOMER. Access to the APP is limited to the CUSTOMER and to the Users it has chosen to authorize to access the APP, or, where applicable, to the PROSPECT benefiting from a test, it being understood that each mention of the CUSTOMER in this Part II must be understood as also applying to the PROSPECT benefiting from a test. The APP is accessible by the CUSTOMER and its USERS at any time, 24 hours a day, 7 days a week, with the exception of the Maintenance periods under the conditions defined in Article 20. In the event of a security breach observed by the COMPANY, of such a nature as to seriously compromise the security of the Services and the CUSTOMER’s Data, the COMPANY may proceed, without prior notice, with a momentary interruption of the Services in order to remedy the security breach as soon as possible. In this case, the CUSTOMER may not claim any compensation or hold the COMPANY liable for any reason whatsoever. It is furthermore recalled that the COMPANY is only bound, with regard to the commitments set out herein, by an obligation of means concerning access to services that depend on the Internet.

 

19.2 Operation of the APP

 

19.2.1 Configuration/Setup

 

The CUSTOMER is entirely responsible for the configuration and measurement settings of each registered Product (determination of temperature thresholds and choice of location of the K-TAG (in the Product’s packaging, on the pallet or in the storage room) and the COMPANY may not under any circumstances be held responsible for any error in the analysis of this pre-configuration.

The CUSTOMER has been trained by KOOVEA in the use and configuration of the solution by videoconference or in person and may contact the customer service department, whose contact details are given in article 20, for any question on this subject.

At any time, the CUSTOMER may modify the initial measurement configuration of the Profile and adjust it according to the statistics, feedback and evolution of biomedical research related to the use of the Products. At any time, the CUSTOMER may decide to remove a Profile from the list of its Profiles.

 

19.2.2 Identification of K-TAGs and K-HUBs necessary for their configuration

 

In order for the CUSTOMER to proceed with the configuration of the K-TAGs and K-HUBs, the COMPANY uses an identification system for the K-TAGs and K-HUBs:

 

– The « MAC addresses » or « unique identification addresses of our sensors (@MAC)” for the K-TAGs

– The « IMEI » or « unique identification addresses of our routers (IMEI) » for K-HUBs

 

On the APP dashboard, the CUSTOMER can visualize all the K-TAGs and K-HUBs belonging to it in connection with one or several Profiles thanks to a specific identification. Thanks to the BLE SOLUTION, the CUSTOMER can identify the location of the K-TAGs in real time thanks to the geo-tracking system provided by the BLE SOLUTION.

 

19.2.3 Automatic data capture

 

The measurement data are automatically entered and stored on the database available on the APP, without any intervention of the CUSTOMER, subject to the good configuration of the equipment.

 

19.2.4 Valorization of operating data

 

The temperature data stored in the database will allow the CUSTOMER to be alerted in case of temperature overrun. The CUSTOMER will be able to adjust the configured temperature thresholds in case of temperature overrun. Thanks to the innovative algorithms of the COMPANY’s APP, the operating data are used to help the CUSTOMER to improve the reliability and optimization of its supply chain: geo-tracking of failures, comparison of isothermal protection solutions, analysis and statistics of logistics partners.

 

Article 20 – Assistance, technical support and Maintenance

 

The COMPANY shall provide the CUSTOMER with assistance and technical support and shall be responsible for the maintenance of the APP for the entire duration of the Subscription. Under this contract, the COMPANY undertakes to provide the CUSTOMER with a Maintenance service, the characteristics of which are detailed below. The COMPANY shall monitor and maintain the APP in such a way as to ensure its continuity and availability, all within the framework of an obligation of means. The COMPANY reserves the right to interrupt, temporarily suspend or modify access to all or part of the APP under the conditions set out below in order to carry out Maintenance, without this interruption giving rise to any obligation or compensation. The Maintenance may intervene to correct any malfunction of the APP or to improve, update the features of the APP or add new features.

The support service is available by phone and email: support@koovea.com / +33 (0) 4 11 92 44 01 from Monday to Friday and from 9am to 6pm.

No assistance or Maintenance service may be implemented until the COMPANY has been expressly informed by the CUSTOMER by any means at its disposal. Updates shall include technical and functional improvements made by the COMPANY to the APP and shall in any event include the correction of APP anomalies noted by the CUSTOMER. In this respect, the COMPANY will intervene free of charge, throughout the duration of the Subscription contract, from the date the APP is effectively made available, to attempt to correct the Anomalies. The intervention will take place remotely. The above warranty automatically ceases in the event of use that does not comply with the contractual reference. The time taken for intervention shall be counted from receipt by the COMPANY of a request for intervention by telephone or email. These requests may be addressed to the COMPANY from 9 a.m. to 6 p.m., Monday to Friday, except on French public holidays. The intervention times are as follows:

  • In case of Blocking Anomalies: within one working day;
  • In case of Serious Anomalies: within five working days;
  • In case of Non-blocking Anomalies: within sixty working days;

 

If the COMPANY is unable to resolve the Blocking Anomaly(ies) within the period provided for, the subscription to the K-TAGs and K-HUBs shall be suspended until the said Blocking Anomaly(ies) has/have been effectively resolved. The corresponding sums will no longer be invoiced until the resolution of these anomalies. Any Maintenance intervention must end with tests to check that the system is working properly, once the intervention is completed. More generally, the COMPANY undertakes to implement the means necessary for the normal operation of the APP made available to the CUSTOMER, without this resulting in an obligation of result for the COMPANY. The services covered by this article do not include:

  • Services related to the correction of malfunctions caused by incorrect use of the APP by the CUSTOMER or by modifications made by the CUSTOMER to the APP, without the authorization of the COMPANY; Services that are not directly related to the APP;

 

  • Reconstruction of data files in the event of accidental destruction;

 

  • Backups of files and operating data; Modifications or additional features relating to the APP requested by the CUSTOMER;

 

  • Modifications or additional functionalities related to changes in regulations or changes in the hardware configuration;

 

  • Services related to non-compliance with the specifications, procedures, safety and precautionary measures, and various warnings contained in the documentation associated with the APP;

 

  • Training, consulting or assistance services other than those that may be offered by the COMPANY hereunder;

 

  • Any modification or addition to the configuration on which the APP is used, required by the implementation of an update.

These services shall automatically be subject to additional invoicing.

Likewise, the displacement or intervention on the CUSTOMER’s site will be subject to additional billing, unless KOOVEA decides to proceed with this displacement, which is necessary, and not to bill for it.

 

Article 21 – Hosting and Backup

 

21.1 Hosting

 

Under the terms of this agreement, the COMPANY undertakes to provide the CUSTOMER with hosting services via service providers with the characteristics detailed below. The actual hosting of the APP made available to the CUSTOMER and of the Data created from the use of the APP includes:

  • Monitoring of the shared server used to host all the Data;
  • Monitoring the proper functioning of the infrastructure necessary for hosting;
  • Monitoring access to the APP and to the hosted Data.

 

As part of the hosting of the APP, it is specified that the COMPANY undertakes, through the intermediary of the host, to ensure physical security regarding the access to the Data related to the use of the APP which has the following characteristics:

  • All the servers used to host the APP made available to the CUSTOMER and the Data are located in a cleanroom that meets the constraints of thermal and hygrometric protection and against water damage;
  • The access to the premises is limited and is done thanks to a magnetic badge;
  • A remote surveillance system is in place, in addition to a set of alert and guarding procedures;
  • Access to the Data is controlled by means of a strict access limitation to the platform and with a procedure, related to security and organization of interventions in the event of incidents, that guarantees the CUSTOMER very high data security.

Finally, the COMPANY specifies that a firewall is set up upstream to control access to the various servers. A record of abnormal events enables the security system supervisor to be informed by email.

 

21.2 Backup

 

In order to ensure the efficiency of the Services, the COMPANY shall regularly back up the CUSTOMER’s operating data. The backup plan shall consist of:

  • One backup every six hours, kept for seven days
  • One backup every day, kept for seven days,
  • One backup every Saturday, kept for seven days,
  • One backup on the last day of the month and kept for one year

 

The COMPANY undertakes to restore a backup as follows:

  • Free of charge in the event of a technical problem attributable to the COMPANY,
  • As an additional service invoiced at the rate in force, for any other reason (in the event of a handling error, malicious use of the APP).

In the context of the free restoration of a backup, the COMPANY shall restore the backup in its entirety and cannot respond to requests for partial restoration of data.

 

Article 22 – Data

 

22.1 Ownership of Operating Data

 

The data transmitted by the CUSTOMER shall in any event remain its full and complete property. However, during the processing of the Services by the COMPANY, the latter may be required to produce and collect new data, which the CUSTOMER expressly accepts. It is further specified that the data transmitted by the CUSTOMER to the COMPANY or the Data resulting from the use of the Services may be used by the COMPANY for analysis purposes, but only in the interest of the CUSTOMER. Under no circumstances shall the data transmitted by the CUSTOMER be transmitted to a third party not expressly endorsed by the CUSTOMER.

 

22.2 Access to Data

 

Access to the Data is reserved to the CUSTOMER. The CUSTOMER is informed and agrees that the COMPANY may access and transmit its Data upon request of an administrative or judicial authority authorized to access the Data. Unless prevented from doing so by the aforementioned requisition, the COMPANY shall inform the CUSTOMER without delay of the existence of the requisition and of the Data that has been transmitted. The CUSTOMER grants, as necessary, to the COMPANY and its subcontractors a non-exclusive, worldwide, royalty-free license to host, cache, copy and display such Data for the purpose of performing the Services and in association with or in connection with them. This provision shall automatically terminate upon termination of the agreement between the Parties. The CUSTOMER declares and guarantees that it has all necessary authorizations to use the Data in connection with the Services. The CUSTOMER undertakes to indemnify the COMPANY for any financial consequences that the COMPANY may incur as a result of a breach by the CUSTOMER of the above guarantees concerning the Data. The CUSTOMER shall further ensure that it does not place any Data in connection with the use of the Services that would require the COMPANY to comply with any specific laws or regulations other than those expressly provided for herein and in the quotations.

 

22.3 Data Security

 

Within the limits referred to in Article 23, the COMPANY undertakes, in addition to making the Data available to the CUSTOMER in accordance with this agreement, to implement all technical means, in accordance with the state of the art, to maintain the integrity, security and confidentiality of the CUSTOMER’s Data, as well as to guarantee the security of access to the CUSTOMER’s information systems, in particular in the hosting conditions provided for in Article 21.

 

Article 23 – Limited liability of the COMPANY

 

23.1 Limits to the COMPANY’s liability in making the APP available

 

It is hereby recalled that the COMPANY’s liability shall be strictly limited to the commitments it has made hereunder and within the framework of the obligation of means incumbent upon it, concerning the provision of a platform in SAAS mode, the accessibility and operation of which may be subject to incidents beyond the control of the COMPANY. The COMPANY may not be held liable in any way in the event of:

  • The use of the Services in a manner not provided for in the user documentation or the use not expressly authorized by this Agreement;
  • The modification, not carried out by the COMPANY, of all or part of the APP or of the information accessible via the Services;
  • The use of all or part of the Services when the COMPANY, as a result of a difficulty or for any other reason whatsoever, had recommended suspending the use thereof;
  • The use of the Services in an environment or configuration that does not comply with the COMPANY’s technical requirements, or in connection with third-party programs or data not expressly approved by the COMPANY;
  • The loss of the CUSTOMER’s data following an intervention by a third-party service provider designated by the CUSTOMER, where the CUSTOMER has not taken the precaution of informing the COMPANY of this intervention if it could jeopardize its data within the APP. In this case, and assuming that the intervention of the third party remains lawful, it shall be the responsibility of the CUSTOMER to take all necessary precautions to safeguard its data;
  • The occurrence of any damage resulting from a fault or negligence on the part of the CUSTOMER, or which the CUSTOMER could have avoided by seeking advice from the COMPANY;
  • Use in connection with the Services of programs not provided or endorsed by the COMPANY that may affect the Services or the CUSTOMER Data.

 

The parties expressly agree that the COMPANY shall also not be liable for interruptions to the Services or for damages related to:

  • An interruption in the supply of electricity or transmission lines due to public or private operators;
  • An abnormal or fraudulent use by the CUSTOMER or third parties requiring the service to be stopped for security reasons;
  • A malfunction of the equipment or of the APP hosted or of the access to the Internet network of the CUSTOMER or the misuse of the APP by the CUSTOMER;
  • An intrusion or fraudulent maintenance of a third party in the system, or illicit extraction of data, despite the implementation of security measures in accordance with current technical data, the COMPANY only bearing an obligation of means with regard to known security techniques;
  • A delay in the routing of information and data, when the COMPANY is not the cause of this delay;

The COMPANY shall not be held liable for indirect damage or damage not resulting directly and exclusively from a failure of its Services. In the event that the COMPANY’s liability is sought on any grounds or for any reason whatsoever, such liability shall be limited to the amount of the service, all causes considered.

 

23.2 Concerning the Products

 

The COMPANY shall not be held responsible for the Profile registered by the CUSTOMER, who is entirely responsible for the choice of the Profile. In the event of criminal proceedings based on Article 222-37 of the French Criminal Code, for the transport of narcotics or based on Articles L. 716-9 and L. 716-10 of the French Intellectual Property Code in the event of counterfeit Products, the COMPANY shall not be held liable. Furthermore, the COMPANY shall in no case be held liable in the event of defects in the Product transported. Indeed, the sole purpose of the BLE SOLUTION is to measure the temperature data of the Product transported, regardless of the nature of the Product, the temperature thresholds not to be exceeded by the Product being solely set and configured by the CUSTOMER without any intervention by the COMPANY.

 

23.3 Concerning the configuration of the Profiles on the APP

 

The COMPANY shall not be held responsible for the configuration and parameterization of the PROFILE and the APP, which shall be the sole responsibility of the CUSTOMER. The COMPANY shall not provide any advice on the configuration of the Profiles registered by the CUSTOMER, who must make sure that it is well informed about the characteristics of the said Product beforehand.

 

23.4 Concerning data resulting from the use of the BLE SOLUTION by the CUSTOMER

 

In the context of the execution of this Agreement, the CUSTOMER is expressly informed that the Operating Data are delivered to the CUSTOMER only as an indication and according to predetermined criteria that may vary according to the needs of the CUSTOMER and the settings that it will have made on the APP. The CUSTOMER is thus informed of the non-contractual nature of this Operating Data and may under no circumstances seek the COMPANY’s liability on this basis.

 

Article 24 – Commitments of the CUSTOMER

24.1 Obligation to communicate in good faith

 

The CUSTOMER undertakes to provide accurate contact details (name of the company, SIRET number or identification number, APE/NAF code or activity code when applicable, intra-community VAT number when applicable, surname and first name of the contact person, address, telephone number, fax number, email, bank details), failing which the contract may be terminated by the COMPANY or cancelled in the event of misleading information when the CUSTOMER subscribes to the Services. The CUSTOMER undertakes to inform the COMPANY in writing of any change in its situation (in particular change of address, change of Equipment, change of bank details). The COMPANY shall not be held liable for any consequences that the CUSTOMER and/or third parties may suffer in the event that the CUSTOMER fails to notify the COMPANY of any change.

 

24.2 Obligation to provide prior information

 

As a professional and responsible for its activities, the CUSTOMER is obliged to inform itself about the characteristics of the Product it is registering in order to proceed with the configuration and choice of location of the K-TAG and the K-HUB. The CUSTOMER is entirely responsible for any error attributable to the choice of configuration, the setting of temperature thresholds and the location of the K-TAG.

 

24.3 The CUSTOMER’s responsibility for the use made by Users

 

The CUSTOMER is reminded that it is responsible for the proper use by Users of the APP, and that it will take all necessary steps to educate its staff and take the necessary security measures for the proper use of the Services and the BLE SOLUTION. As part of the provision of the BLE SOLUTION to the CUSTOMER, the latter has the possibility to create individualized access for Users determined by it from its account on the APP. To this end, the CUSTOMER will generate temporary passwords for access to the APP by its Users. The first time the User logs on to the APP, he/she may change the temporary password assigned to him/her. The CUSTOMER being entirely responsible for the accesses it gives to its Users, it will have to take all the necessary precautions so that no abuse or misuse of the APP is caused. In this sense, it must ensure to change the access codes of users who are no longer in its company or to whom it no longer wishes to allow this access. Any connection or transmission of data made from the CUSTOMER’s ID and its User accesses will be deemed to have been made by the CUSTOMER. In this respect, the CUSTOMER is required to ensure that at the end of each session, it or its Users effectively disconnect(s). Any loss, misappropriation or unauthorized use of the User ID and/or password and their consequences are the sole responsibility of the CUSTOMER. Access to the Services by the Users and the CUSTOMER is carried out, for each User, using his/her identifiers from any fixed or portable computer, even if not located on the User’s premises. The CUSTOMER must therefore ensure that the confidentiality of the User IDs and passwords is respected by its Users. The Identifiers and passwords can only be used to allow access to the Services of the Users, in order to guarantee the security of the Data of the Users and the CUSTOMER. The Identifiers and passwords may not be communicated to third parties. The CUSTOMER is solely responsible for the use and confidentiality of User IDs and passwords and shall ensure that only authorized persons have access to the Services. The CUSTOMER shall inform the COMPANY without delay if it becomes aware of a security breach, particularly in relation to the deliberate communication or misappropriation of Identifiers and passwords, so that the COMPANY can take all appropriate measures without delay to remedy the security breach. The COMPANY in turn undertakes to notify the CUSTOMER without delay of any security breach that it may discover and which may affect the confidentiality of users’ identifiers and passwords and the CUSTOMER’s use of the APP. In the event of loss or misappropriation of an ID and password, a procedure for assigning a new ID and password shall be implemented upon request to the COMPANY, at no additional cost. The CUSTOMER expressly agrees to communicate to its Users of the Services the conditions of use of the BLE SOLUTION. The CUSTOMER understands that it is the only one able to decide to entrust specific Users with access to the Solution. The CUSTOMER acknowledges that it is fully responsible for the choice of the persons it authorizes to have access to the BLE SOLUTION. It is up to it to be extremely careful when designating access to its Users. Indeed, any unauthorized access or exceeding the scope of accesses that the CUSTOMER intended to confer could result in the loss of data by the CUSTOMER or a breach of their confidentiality. The CUSTOMER decides alone who is authorized to access the Solution, and remains entirely responsible for the actions of these people on the BLE SOLUTION.

 

 

PART III – PROVISION OF THE K-TAG and K-HUB

 

This part deals with the specificities of the legal relationship between the COMPANY and the CUSTOMER in the provision of K-TAGs and K-HUBs.

 

Article 25 – Measurement elements of the BLE SOLUTION

 

By connecting to the APP, the CUSTOMER can then proceed to the order of K-TAGs and K-HUBs according to the type of measurement of the Products data that the CUSTOMER wishes to carry out. The BLE SOLUTION allows the CUSTOMER to associate the use of the APP with K-TAGs and K-HUBs allowing to obtain different metrics, such as, but not limited to, temperature, humidity and CO2 data of the transported Product in real time thanks to a 2G/3G/4G cellular technology and geo-localization means and by means of email notifications in the application as well as, optionally, by text and automated phone call. The K-TAGs and K-HUBs are configurable by the CUSTOMER via the APP according to the Profile. Depending on the type of product, the K-TAG can be placed near the product, in the pallet, or in the storage room. The temperature data is recorded and can be associated with a GPS positioning (optional) thanks to the K-HUBs and can be transmitted in real time to the CUSTOMER. In order to benefit from real-time information, the CUSTOMER is advised to place several K-HUBs to cover the entire route: in the departure warehouse, in the transport truck, in the arrival warehouse.

 

Article 26 – Guarantees of the COMPANY relating to the K-TAG and the K-HUB

 

26.1 Calibration

The COMPANY offers, as an option, to replace the K-TAGs each year in order to calibrate the probes.

To this end, the COMPANY shall send the CUSTOMER a new batch of calibrated K-TAGs, together with a return slip so that the CUSTOMER may send the old K-TAGs to the COMPANY as soon as possible, which the CUSTOMER expressly acknowledges. If the old K-TAGs are not returned within thirty days of the new K-TAGs and the return slip being handed over, the COMPANY shall consider that the deposit cashed at the time of the first invoice is definitively due and shall invoice a new deposit for the new equipment.

 

26.2 Transport voucher

In case of need to send K-TAGS to the COMPANY, for calibration, for any failure or update, or for any such request made by the COMPANY or by the CUSTOMER and validated by the COMPANY, the COMPANY shall provide the CUSTOMER with a return voucher. However, this voucher shall only be valid for 30 days from the date of issue, after which time the CUSTOMER shall be responsible for the return.

 

26.3 Warranty – Maintenance

 

For the duration of the Subscription, the COMPANY undertakes, free of charge, to

  • Repair or replace K-TAGs or K-HUBs that show a lack of conformity upon delivery, it being specified that the CUSTOMER must report the defect observed within seven (7) days of delivery. Any subsequent claim will not be considered as a defect of conformity.
  • Repair or replace K-TAGs or K-HUBs that have defects due to natural wear and tear, it being specified that for these, the CUSTOMER must notify the COMPANY of the defects noted as soon as possible by email.

If the defective K-TAG or K-HUB is available, it will be replaced, at no extra cost, without payment of a new deposit or activation fee. In case of unavailability of the element ordered by the CUSTOMER, the Subscription may be suspended if the available elements of the BLE SOLUTION are not sufficient to cover the CUSTOMER’s needs. In the event that the Subscription could be continued without the defective elements, the amount of the Subscription will be reduced in proportion to the missing elements. If there is any doubt as to the origin of the defect, the COMPANY may assess the seriousness of the defect claimed by the CUSTOMER. The CUSTOMER is also informed that in the event of unfounded warranty claims, the COMPANY reserves the right to invoice the costs incurred and borne by the latter. The CUSTOMER shall allow the COMPANY a reasonable period of time to repair or replace the defective item.

 

26.4 Exclusion of Warranty

 

Any warranty is excluded in the event of negligence or use of K-TAGs and K-HUBs for a purpose other than that for which they were intended. In the event of failure of the K-TAGs or K-HUBs caused by use by the CUSTOMER not provided for herein, the replacement of the failing K-TAG(s) and K-HUB(s) shall be at the CUSTOMER’s financial expense, it being specified that only the COMPANY shall be able to ensure the repair or replacement of K-TAG(s) and K-HUB(s). Any intervention by a third party on the latter is hereby formally prohibited. The COMPANY may only be held liable, except in the event of gross negligence or willful misconduct on its part, for direct damage foreseen or foreseeable at the time of conclusion of the contract. In any event, the COMPANY may not be held liable to compensate for immaterial or indirect damage, which the CUSTOMER or a third party may claim against the COMPANY, such as loss of operations, of production, of profits or of any other economic or financial loss. The COMPANY shall in no event be liable for any defect in the Product transported. The purpose of the BLE SOLUTION is only to measure the temperature data of the Product transported, regardless of the nature of the Profile, the temperature thresholds not to be exceeded by the Product being solely set and configured by the CUSTOMER without any intervention by the COMPANY. The COMPANY shall not be held criminally liable in the event of the transport of an illicit Product or one that infringes on another product, as the COMPANY only provides a non-intrusive measuring element, regardless of the nature and characteristics of the content of the Product. Finally, insofar as the delivery of notifications by text and telephone calls referred to in Article 25 depends on a third-party service provider, the COMPANY will do what it can to secure this delivery but excludes all liability in the event of non-delivery.