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General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION TO THE FASTERIZE SERVICE

These General Terms and Conditions govern the relationship between FASTERIZE and any CLIENT who signs a Quotation.

FASTERIZE is a Société par Actions Simplifiée (simplified joint stock company), registered under SIREN number 533 589 768, whose registered office is at 30 Boulevard Sébastopol 75004 Paris, which is represented by Stéphane Rios as CEO.

PREAMBLE

FASTERIZE is a company specialising in website optimisation.

FASTERIZE has developed several Solutions, each with a number of features designed to optimise websites.

The CLIENT has approached FASTERIZE with a view to subscribing to the Service allowing access to and use of one of FASTERIZE’s Solutions in accordance with the terms and conditions defined in a Quotation.

Having familiarised itself with the characteristics of the Service and the Solution chosen, the CLIENT has agreed to sign a Quotation, which constitutes acceptance of the General Terms and Conditions.

The relationship between FASTERIZE and the CLIENT (hereinafter referred to individually as the ‘Party’ or collectively as the ‘Parties’) is therefore governed by FASTERIZE’s General Terms and Conditions and Quotation.

 

  1. DEFINITIONS

In all the Contractual Documents, the terms hereinafter defined shall be understood according to their definition:

Activation Date: means the date on which FASTERIZE activates the Service and invoices the Subscription.

Confidential Information: refers to information, documents, know-how, business secrets and methodologies, particularly of a technical (e.g. source code, drawings, etc.), economic and/or financial nature, communicated by each party to the other party in the context of the present agreement and marked as ‘confidential’. 

Contractual documents: means the contractual documents referred to in the Article ‘Contractual Documents’.

Data: refers to the CLIENT’s data transiting through the Platform as part of the provision of the Service.

Features: refers to the features making up a Solution, as described here https://www.fasterize.com/fr/fonctionnalites-fasterize

General Terms and Conditions: means this document and the Contractual Documents.

Incident: refers to any fault or malfunction in the Service.

Platform: refers to the IT and/or telecommunications equipment used by FASTERIZE to provide the Service.

Quotation: refers to the quotation provided by FASTERIZE, the signing of which by the CLIENT implies acceptance of the General Terms and Conditions.

Service: refers to the service provided by FASTERIZE to the CLIENT in order to benefit from the Solution Features and to use them under the conditions set out in the Contractual Documents.

SLA: refers to the document formalising the service levels associated with each Feature, as detailed here https://www.fasterize.com/fr/sla

Solution(s): refers to the solution(s) accessible in SaaS mode published by FASTERIZE.

Subscription: refers to the subscription to the Service taken out by the CLIENT under the conditions set out in the Contractual Documents.

Upgrade: refers to any technical and/or functional upgrade to existing Features. 

Users: refers to the CLIENT’s personnel (e.g. employees, contractors, etc.) authorised to use the Service and the Solution under the conditions defined in the Contractual Documents.

 

  1. SUBJECT

The purpose of the General Terms and Conditions is to define the legal and financial conditions under which FASTERIZE:

grants the CLIENT a personal and non-exclusive right to use one or more Solutions,

allows access to and use of one or more Solutions,

provides the Service.

 

  1. LINK BETWEEN GENERAL TERMS AND CONDITIONS AND QUOTATION

The provision of the Service is subject to a Quotation being signed. 

The Parties agree that the conditions defined in the General Terms and Conditions are implemented and apply in the context of the fulfilment of the Quotation. 

The same applies to all Quotations signed subsequently between the Parties, as well as to Major Upgrades subscribed to by the CLIENT.

 

  1. ENTRY INTO FORCE — DURATION

The General Terms and Conditions of Subscription come into force on the date on which the Quotation is signed. 

They are entered into for the term specified in the Quotation.

At the end of this initial term, unless one of the Parties gives notice of termination by registered letter with two months’ notice, the Subscription will be renewed by tacit agreement for successive periods of twelve (12) months, with the same conditions for termination and renewal then applying thereafter.

 

  1. FINANCIAL CONDITIONS

5.1 Price

The Subscription price is defined in the Quotation. 

It includes the provision of the Service and the right to use the Solution.

It may take the form of an annual, half-yearly or quarterly fee according to the terms agreed in the Quotation.

The Subscription price does not include additional services relating to the implementation of the Service and User training.

 

5.2 Billing terms

The Subscription is invoiced according to the schedule set out in the Quotation, from the Solution Activation Date.

Invoices are payable thirty (30) days after the end of the month.

Prices are given in Euros and exclude VAT. 

Prices are subject to VAT at the rate in force on the day of invoicing. 

 

5.3 Interest on arrears

By express agreement and unless a deferral is approved by FASTERIZE, failure to pay on the due date will automatically and without prior notice result in the invoicing of interest equal to 3 times the legal interest rate, in addition to the application of a fixed penalty of forty euros (€40) payable by right and in accordance with the provisions of the French Commercial Code.

 

5.4 Price review

Annual review

The price of the annual fee depends on the number of pages viewed per year for the scope of the websites/URLs concerned.

This price is set on a flat-rate basis at the beginning of each contractual year, regardless of the actual number of page views recorded at the end of the contractual year.

The price for the first contractual period will be determined by quotation.

The number of pages viewed per year is established on the basis of the number of pages viewed over the last 12 months as communicated by the CLIENT.

At the end of the first contractual period, the number of page views over the last 12 rolling months will be updated.

If the traffic forecast for the initial period is exceeded, the price will be revised for the following contractual period, according to the following calculation:

if traffic increases between 0% and 5%: same price

if traffic increases by between 5% and 10%: 5% price increase

if traffic increases by between 10% and 20%: 10% price increase

and thereafter: if traffic increases between N% and (N+10)%, the price increases by (N+10)/2% (N being a multiple of 10)

 

Syntec review

The price of the annual fee may be revised each year at least on the basis of the following formula:

R1 = R0 x S1/S0

R1 = revised remuneration.

R0 = original remuneration.

S0 = latest Syntec index published on the date of the previous revision or original index (date Quotation signed).

S1 = latest Syntec index published on the revision date

Each revision will automatically update the Subscription price without the need to sign a Quotation.

 

  1. WARNING

Prior to signing the Quotation , the CLIENT has been informed that it must take all the necessary advice and ensure that the Service and the Solution meet its needs and fulfil the purpose it expects of them.

The Solution and its Features must be used in accordance with their intended purpose.

It is the CLIENT’s responsibility to ensure:

compliance with FASTERIZE’s recommendations,

that it has the necessary skills and qualified personnel to use the Features,

that a sufficient effort is made to train Users on the specific characteristics of the Features,

that Users participate in the implementation and use of the Service and the Solution with all the dedication, cooperation and efficiency required.

FASTERIZE accepts no liability for any misuse of the Feature by the CLIENT.

 

  1. CONDITIONS FOR PROVIDING THE SERVICE AND SOLUTION

7.1 Conditions of access and identification

Use of the Service and the Solution requires prior identification of Users based on login details and passwords which Users are responsible for creating when they first log in.

Only Users or third parties previously authorised by FASTERIZE may access the Solution.

Each User is solely responsible for preserving the confidentiality of their login details. 

Users’ Personal Data is required to use the Service and is collected and used solely for these purposes.

 

7.2 General quality of service

The Service is provided in compliance with the SLAs applicable to each Solution.

FASTERIZE will use all technical means necessary to ensure the proper functioning of its Platform, allowing access to and use of the Solution 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond FASTERIZE’s control and subject to any breakdowns and maintenance operations necessary for the proper functioning of the Service.

In the event of unavailability, FASTERIZE undertakes to re-establish the Service within the time scales set out in the SLA.

In the event of Incidents resulting from events for which one of the Parties is responsible, the other Party undertakes to inform the latter, which undertakes to make every effort to remedy the situation. 

FASTERIZE shall not be liable for any Incident or unavailability resulting from: 

the occurrence of a case of force majeure,

the CLIENT’s failure to meet its commitments, 

misuse of the Solution and the Service by the CLIENT and its Users, 

FASTERIZE being unable to contact the CLIENT,

the CLIENT’s failure to cooperate in restoring the Service,

and more generally any cause beyond the reasonable FASTERIZE’s reasonable control. 

The CLIENT acknowledges that FASTERIZE neither owns nor controls:

the local network, the racks, the interconnection, the Internet service providers providing connectivity to FASTERIZE,

other networks outside FASTERIZE’s connectivity or its bandwidth providers, or ‘the Internet’.

The CLIENT acknowledges that FASTERIZE is not responsible for the performance (or degradation of performance) within these networks or in the interconnection points between its FASTERIZE Platform and other networks.

The CLIENT further acknowledges that FASTERIZE has no control over, and assumes no responsibility for, the CLIENT’s content and Data that transit through as part of the provision of the Service.

Given the nature and complexity of the technologies used to provide the Service, each Party:

undertakes to take all reasonable care in the performance of their obligations,

acknowledges that the Service and the Solution cannot be free from anomalies and Incidents.

 

7.3 Suspension of the Service 

FASTERIZE may suspend all or part of the Services in the event of:

an intrusion on the Platform likely to affect the operation of the Service and/or the Solution,

misuse of the Features by a User that may affect the operation of the Service and/or the Solution,

a request from an administrative or judicial authority relating to Data in transit as part of the Service. 

 

7.4 Restrictions on use

The Service provided by FASTERIZE may be subject to technical restrictions or to blocking or deactivation by FASTERIZE if use by the CLIENT adversely affects the Service and the Platform (network traffic, security, software, etc.). 

Any such impact shall be assessed and determined by FASTERIZE with reasonable discretion. Possible cases include, but are not limited to, the following: 

Attempted unauthorised and/or illegal access to user accounts that do not belong to the CLIENT.

Any act that interferes with the services of another client.

Any act relating to the neutralisation of security measures.

Any involvement in illegal activities.

Any involvement in activities that interfere with or disrupt Fasterize services or servers or networks connected to Fasterize services.

An attack on the CLIENT’s servers leading to a non-Web traffic overload.

Should this occur, FASTERIZE and the CLIENT will work actively to solve the problem causing the restriction as quickly as possible, until it is mutually agreed in good faith that the offending content no longer has an adverse impact on the services. 

An unforeseen increase in traffic to the CLIENT’s website(s) shall not be considered an ‘adverse impact’.

 

7.5 Conditions of assistance

The CLIENT can benefit from assistance by e-mail (support) from Monday to Friday from 9am to 6pm and outside these hours, an on-call service is available (e-mail and telephone).

As soon as the CLIENT’s request is received, FASTERIZE will register it, qualify it and, as soon as possible, provide the assistance necessary to respond to the request. 

 

7.6 Upgrading of the Service and features

FASTERIZE may take any organisational or technical measures likely to improve the provision of the Service in compliance with its contractual commitments.

Similarly, the CLIENT undertakes to accept all updates and upgrades to the Solution.

By express agreement, FASTERIZE will not be obliged to continue providing the Service if the CLIENT refuses any updates or the implementation of Upgrades or technical measures deemed necessary by FASTERIZE to improve the Service.

 

  1. CONDITIONS FOR MAKING UPGRADES AVAILABLE

FASTERIZE will keep the CLIENT regularly informed of the availability of Solution Upgrades.

Solution Upgrades will be transparently available to the CLIENT as soon as they are published online by FASTERIZE on the Platform.

The CLIENT will be informed in advance by email. Their price is included in the Service fee.

In the event of new Features, these will be presented to the CLIENT by FASTERIZE as soon as they become available.

If the CLIENT wishes to benefit from one or more new Features, the Parties will sign a new Quotation that will modify the price of the Subscription to the Service. 

 

  1. KNOW-HOW

The Parties undertake to treat their methods and know-how as confidential information and to use them strictly for needs related to the Service. 

It is understood that each Party remains the sole owner of the elements making up its know-how. 

 

  1. INTELLECTUAL PROPERTY

FASTERIZE retains ownership of the intellectual property rights relating to the Solution and the Service.

The same applies to trademarks, patents, names, acronyms, logos, colours, graphics or other signs that may be used or implemented by FASTERIZE.

The CLIENT shall refrain from using or exploiting FASTERIZE’s intellectual property rights for purposes other than those of using the Solution, and/or on behalf of third parties without FASTERIZE’s authorisation. 

The CLIENT shall refrain from registering any patent on its own behalf or on behalf of a third party, relating to FASTERIZE’s know-how and intellectual property rights.

 

  1. EXTENT OF RIGHTS GRANTED

FASTERIZE grants the CLIENT, on a non-exclusive, personal and non-transferable basis, the right to use the Solution for its own needs and for its Users only.

This right is granted solely for the term of the Subscription.

This right includes the right to use the Solution and its Features as part of the Service.

This granting of rights does not entail the transfer of any intellectual property rights to the CLIENT, as FASTERIZE retains full and complete ownership of the Solution and its Features.

 

  1. GUARANTEE OF PEACEFUL ENJOYMENT

FASTERIZE guarantees the CLIENT against any action brought by third parties on the grounds that all or part of the Solution constitutes an infringement of pre-existing intellectual or industrial property rights claimed by third parties. 

In this regard, FASTERIZE will bear responsibility for all damages and interest that the CLIENT may be ordered to pay or liable to pay under the terms of a final court decision or a settlement reached with the third party making the claim, provided that the CLIENT has promptly informed FASTERIZE of the existence of such a claim and that the CLIENT has allowed FASTERIZE to conduct the proceedings and/or negotiations with the party making the claim.

In the event of a claim as indicated above, FASTERIZE may, at its option and at its own expense:

either modify all or part of the disputed element in order to avoid infringement,

or obtain authorisation for the CLIENT to continue using it,

or provide an alternative solution.

The foregoing provisions set the limits of FASTERIZE’s liability for infringement as a result of the use of the Solution.

 

  1. CLIENT COOPERATION

The CLIENT agrees to cooperate closely with FASTERIZE throughout the Subscription. 

In this context, the CLIENT undertakes in particular to:

use all means at the CLIENT’s disposal to cooperate with FASTERIZE,

communicate the information requested or necessary for the performance of FASTERIZE’s obligations, 

communicate any difficulties to FASTERIZE so that they can be taken into account as quickly as possible, thus contributing to the proper performance of FASTERIZE’s obligations,

ensure the availability, cooperation and training of its personnel,

inform FASTERIZE as soon as possible of any change likely to have an impact on the conditions of supply of the Service.

 

  1. CANCELLATION

Should either Party fail to fulfil its obligations under the Subscription, and this is not remedied within thirty (30) calendar days of the sending of a registered letter with acknowledgement of receipt notifying the breach in question, the other Party may automatically terminate the Subscription in whole or in part, without prejudice to any damages and interest to which the latter may be entitled. 

 

  1. CONSEQUENCES OF TERMINATION OF CONTRACTUAL RELATIONS

In the event of termination of the relationship for any reason whatsoever:

FASTERIZE will interrupt the Service and access to the Solution on the normal expiry date or on the expiry date set out in the notification of termination of the relationship, unless otherwise agreed between the Parties,

The CLIENT will take all the necessary steps to inform its Users that the Service has been discontinued,

all sums still owed to FASTERIZE by the CLIENT on the termination date will be immediately payable,

FASTERIZE will return any Data belonging to the Client that is not already in its possession.

 

  1. FORCE MAJEURE

Neither party may be held liable if the performance of their obligations is delayed or prevented as a result of force majeure within the meaning of article 1218 of the French Civil Code. 

This would also apply if FASTERIZE were unable to fulfil its obligations due to the illness, resignation or death of its personnel. 

 

  1. LIABILITY

It is expressly agreed between the Parties that:

FASTERIZE will be liable for all direct damages suffered by the CLIENT resulting from a proven contractual breach attributable solely to FASTERIZE,

no compensation will be paid for indirect damage such as commercial loss, loss of orders, any commercial disruption whatsoever, loss of profits or damage to brand image,

any action brought against the CLIENT by Users or a third party in respect of the services and/or benefits offered by the CLIENT resulting from the use of the Service and the Solution constitutes indirect loss,

FASTERIZE’s liability is limited, under all circumstances and for all claims, to the amount of the last subscription payment received by FASTERIZE.

Furthermore, the CLIENT shall be solely liable for:

any errors or malfunctions that may result from the Data it uses,

in general, any consequences related to the conditions of use and operation of the Service and the Solution by Users.

The CLIENT acknowledges that, by virtue of the information brought to its attention in the Contractual Documents, FASTERIZE has fulfilled its obligations to advise and inform, particularly with regard to the characteristics and limits of the Service and the Solution.

 

  1. INSURANCE

FASTERIZE confirms that it is insured for civil, operating and professional liability in order to cover the financial consequences of material and immaterial damage, whether consecutive or not, for which FASTERIZE could be liable, caused by any event that may be the fault of its employees or any subcontractors in the context of its obligations. 

 

  1. CONFIDENTIALITY

Each Party undertakes not to use, disclose or communicate the other Party’s Confidential Information, by any means whatsoever, to any natural or legal person during the term of the Subscription and for a period of 5 years thereafter. 

As such, each Party undertakes to protect the other Party’s Confidential Information with the same diligence as it applies to its own Confidential Information.

 

  1. PERSONAL DATA PROTECTION

The Parties’ respective obligations with regard to personal data protection are set out in the Data Protection Agreement available here https://www.fasterize.com/fr/dpa.

It is expressly stipulated that the CLIENT remains solely responsible for the Personal Data processed as part of the use of the Solution, with FASTERIZE acting only as a subcontractor within the meaning of the legal provisions relating to the protection of personal data. 

Furthermore, it is expressly stipulated between the Parties that each Party remains responsible for processing the personal data of their employees involved in the management and execution of the Contractual Documents.

 

  1. NON-SOLICITATION OF PERSONNEL

Each of the Parties waives the right, without the other Party’s written consent, to make direct or indirect offers of employment to an employee of the other Party, or to take them into its service, under any status whatsoever, even if the initial contact is made by the employee.

This waiver remains valid for a period of twenty-four (24) months from the date on which the Subscription is cancelled or terminated for any reason whatsoever.

Should either Party fail to comply with this undertaking, it undertakes to compensate the other Party by paying it an indemnity equal to the gross salary [wages plus social security charges] received by the employee who has been dismissed during the twenty-four (24) months prior to their departure. 

 

  1. WORKFORCE PROTECTION 

FASTERIZE complies with the legal provisions relating to employment regulations and is solely responsible for meeting and fulfilling the obligations imposed by social and tax laws in favour of or on behalf of its personnel.

 

  1. COMMERCIAL REFERENCE

FASTERIZE may quote the CLIENT’s name or mention it as a commercial reference by any means, particularly in the context of commercial relations between FASTERIZE and its prospects or clients.

 

  1. MISCELLANEOUS PROVISIONS

Each Party undertakes not to enter into any commitment in the name of and/or on behalf of the other Party. 

Each Party remains solely responsible for its acts, allegations, commitments, services, products and personnel. 

In the event of any difficulty of interpretation between any of the headings appearing at the beginning of the clauses and the content of any of the clauses, the headings will be declared non-existent. 

The Contractual Documents express the entirety of the Parties’ obligations with regard to its subject matter. No general or specific condition appearing in the documents sent, exchanged or delivered by the Parties may be incorporated into the Contractual Documents. 

Any modification may only be made by means of a written amendment duly signed by the authorised representatives of each Party.

If any one of the stipulations of the General Terms and Conditions is found to be null and void with regard to a rule of law in force or a final judicial decision, it will then be deemed to be unwritten, without this leading to the nullity of the General Terms and Conditions or altering the validity of its other stipulations.

The fact that either Party does not claim the application of any clause of the General Terms and Conditions or acquiesces to its non-performance, whether permanently or temporarily, may not be interpreted as a waiver by that Party of the rights which it derives from the said clause.

The Parties choose their address for service as their registered office indicated at the head of this document.

 

  1. CONTRACTUAL DOCUMENTS

The relationship between the Parties is governed by the General Terms and Conditions and by the following other Contractual Documents:

The Quotation(s) signed in execution of the General Terms and Conditions,

The description of the Solutions and their Features – https://www.fasterize.com/fr/fonctionnalites-fasterize

The SLAs – https://www.fasterize.com/fr/sla/

The Agreement on the Protection of Personal Data – https://www.fasterize.com/fr/dpa/

In the event of contradiction, the General Terms and Conditions shall prevail over the other Contractual Documents.

The Contractual Documents constitute the entire agreement between the Parties. 

It is therefore expressly agreed between the Parties that any of the CLIENT’s general terms and conditions or any other similar document published or usually used by the CLIENT are not enforceable and are expressly excluded from the scope of the Contractual Documents.

The Contractual Documents supersede any verbal or written communication between the Parties prior to the signing of the Quotation.

 

  1. PRIOR CONCILIATION

In the event of a dispute arising between them concerning the interpretation or execution of the Contractual Documents, and other than in the event of a failure to comply with the settlement deadlines, the Parties shall endeavour to find an amicable solution to their dispute as soon as possible.

To this end, as soon as a Party identifies a dispute with the other Party, it may request that a meeting be convened to discuss the resolution of the matter in dispute. 

The meeting will be convened by any means. This meeting will be held within a maximum of 15 days from receipt of the request, which will be sent by registered letter with acknowledgement of receipt.

If, within this 15-day period, no solution is found, ratified by a written agreement signed by the Parties’ representatives, or if the meeting has not taken place, the amicable procedure will be considered terminated.

 

  1. LAW AND JURISDICTION

The Contractual Documents are governed by French law.

IN THE EVENT OF A DISPUTE AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, JURISDICTION IS EXPRESSLY ASSIGNED TO THE COURTS OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, EVEN FOR URGENT PROCEDURES OR CONSERVATORY PROCEDURES, IN SUMMARY PROCEEDINGS OR BY PETITION.