Terms & Conditions

GENERAL CONDITIONS OF SUBSCRIPTION TO THE FASTERIZE SERVICE

These General Conditions govern the relations between FASTERIZE and any CUSTOMER signing a Quote.

FASTERIZE is a Simplified Joint Stock Company, registered under SIREN 533 589 768, whose head office is located at 30 boulevard Sébastopol 75004 Paris and which is represented by Stéphane Rios as President.

PREAMBLE

FASTERIZE is a company specialized in website optimization.

FASTERIZE has developed several Solutions, each composed of several functionalities designed to optimize 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 according to the terms defined in a Quote.

After having read the characteristics of the Service and the chosen Solution, the CLIENT has agreed to sign a Quote constituting acceptance of the General Conditions.

The relations between FASTERIZE and the CLIENT (hereinafter individually referred to as “Party” or collectively referred to as “Parties”) are therefore governed by the General Conditions and the FASTERIZE Quote.

1. DEFINITIONS

In all Contractual Documents, the terms defined below shall have the meanings set out in their definition:

• Subscription  : means the subscription to the Service taken out by the CLIENT under the conditions set out in the Contractual Documents.
• General Conditions:  means this document as well as the Contractual Documents.
• Activation Date:  means the date on which FASTERIZE activates the Service and invoices the Subscription.
• Quote:  means the quote communicated by FASTERIZE, the signature of which by the CLIENT implies acceptance of the General Conditions.
• Contractual Documents:  means the contractual documents referred to in the article “Contractual Documents”.
• Data:  means the CLIENT data passing through the Platform as part of the provision of the Service .
• Evolution  : means any technical and/or functional evolution of existing Features.
• Incident:  means any defect or malfunction of the Service.
• Confidential Information:  means the information, documents, know-how, business secrets and methodologies, in particular of a technical nature (e.g.: source code, drawings, etc.), economic and/or financial, communicated by each party to the other party within the framework of these presents and marked “confidential”.
• Features  : means the features that make up a Solution, as described here  https://www.fasterize.com/en/features
• Platform  : means the IT and/or telecommunications equipment implemented by FASTERIZE for the provision of the Service.
• Service  : means the service provided by FASTERIZE to the CLIENT to benefit from the Functionalities of the Solution and to use them under the conditions set out in the Contractual Documents.
• SLA  : means the document formalizing the service levels associated with each of the Features, as detailed here  https://www.fasterize.com/en/sla
• Solution(s)  : designates the solution(s) accessible in SaaS mode published by FASTERIZE.
• Users  : means the CLIENT’s personnel (e.g.: collaborators, employees, service providers, etc.) authorized to use the Service and the Solution under the conditions defined in the Contractual Documents.

2. PURPOSE

The General Conditions aim to define the legal and financial conditions under which FASTERIZE:

• grants the CLIENT a personal and non-exclusive right of use over one or more Solutions,
• allows access to and use of one or more Solutions,
• provides the Service.

3. ARTICULATION BETWEEN GENERAL CONDITIONS AND QUOTE

The provision of the Service is subject to the signing of a Quote.

The Parties agree that the conditions defined under the General Conditions are implemented and apply within the framework of the execution of the Quote.

The same applies to all Quotes signed subsequently between the Parties as well as to Major Developments subscribed to by the CLIENT.

4. ENTRY INTO FORCE – DURATION

The General Subscription Conditions come into force on the date of signature of the Quote.

They are concluded for the duration specified in the Estimate.

At the end of this initial period and unless terminated by one of the Parties by registered mail with two months’ notice, the Subscription will be tacitly renewed for successive periods of twelve (12) months, with the same termination and renewal conditions remaining applicable thereafter.

5. FINANCIAL CONDITIONS

5.1 PRICE

The price of the Subscription is defined in the Quote.

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 depending on the terms agreed in the Estimate.

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

5.2 BILLING TERMS

The Subscription is billed according to the due dates specified in the Quote, starting from the Solution activation date.

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

Prices are in Euros and exclude VAT.

Prices are increased by VAT at the rate in effect on the day of invoicing.

5.3 LATE PAYMENT INTEREST

By express agreement and unless FASTERIZE grants a postponement, 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 compensation of forty euros (€40) payable automatically and in accordance with the provisions of the Commercial Code.

5.4 PRICE REVISION

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 as a flat rate at the start of each contractual year regardless of the actual number of pages viewed at the end of the contractual year.
The price for the first contractual period is set on a quote.
The number of pages viewed per year is established on the basis of the number of pages viewed in the last 12 months as communicated by the CLIENT.
At the end of the first contractual period, an update of the number of pages viewed in the last 12 rolling months will be carried out.
In the event that the traffic expected for the initial period is exceeded, a price revision will be carried out for the following contractual period, according to the following calculation:

• if traffic increase between 0% and 5%: same price
• if traffic increases between 5% and 10%: 5% price increase
• if traffic increases between 10% and 20%: 10% price increase
• and subsequently: 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 of signature of the Estimate).

S1 = latest Syntec index published on the revision date

Each revision will automatically result in the Subscription price being updated without the need to sign a Quote.

6. WARNING

Prior to signing the Quote, the CLIENT was informed that he must obtain all necessary advice and ensure that the Service and the Solution meet his needs and the use he expects from 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 recommendations,
• that it has the necessary skills and qualified personnel to use the Features,
• to provide sufficient effort to train Users in the specific features of the Functionalities,
• that Users participate in the implementation and use of the Service and the Solution with all the required involvement, collaboration and efficiency.

FASTERIZE assumes no responsibility for improper use of the Features by the CLIENT.

7. CONDITIONS OF PROVISION OF THE SERVICE AND THE SOLUTION

7.1 CONDITIONS OF ACCESS AND IDENTIFICATION

Use of the Service and the Solution requires prior identification of Users based on login IDs and passwords that it is the Users’ responsibility to create when they first connect.

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

Each User is solely responsible for maintaining the confidentiality of their identifiers.

Users’ Personal Data is necessary to benefit from the Service and is only collected and used for these purposes.

7.2 GENERAL QUALITY OF THE SERVICE

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

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

FASTERIZE undertakes, in the event of unavailability, to restore the Service within the timeframes specified in the SLA.

In the event of Incidents resulting from elements the responsibility of one of the Parties, the other Party undertakes to inform the latter, who undertakes to make its best efforts to remedy them.

FASTERIZE cannot be held responsible for an Incident or unavailability resulting from:

• of the occurrence of a case of force majeure,
• of the CLIENT’s failure to comply with its commitments,
• of improper use of the Solution and the Service by the CLIENT and its Users,
• the impossibility for FASTERIZE to contact the CLIENT,
• of a failure of the CLIENT to cooperate in restoring the Service,
• and more generally from any cause beyond the reasonable control of FASTERIZE.

The CLIENT acknowledges that FASTERIZE does not own or control:

• the local network, bays, interconnection, Internet service providers providing connectivity to FASTERIZE,
• other networks outside of FASTERIZE’s connectivity or its bandwidth providers, or “the Internet”.

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

The CUSTOMER further acknowledges that FASTERIZE exercises no control over, nor assumes any responsibility for, the CUSTOMER’s content and Data which transit within the framework of the provision of the Service.

Taking into account the nature and complexity of the technologies that are implemented for the provision of 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 SERVICE 

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

• intrusion on the Platform likely to affect the operation of the Service and/or the Solution,
• misuse of the Features by a User which may affect the operation of the Service and/or the Solution,
• request from an administrative or judicial authority relating to Data transiting within the framework of the Service.

7.4 RESTRICTION OF USE

The Service provided by FASTERIZE may be subject to technical restrictions or blocking or deactivation by FASTERIZE if the CLIENT’s use has an adverse impact on the Service and the Platform (network traffic, security, software, etc.).

Such impact is assessed and determined by FASTERIZE, at its reasonable discretion. In a non-exhaustive manner, possible cases are:

1. Attempted unauthorized and/or illegal access to user accounts not belonging to the CLIENT.
2. Any act that interferes with another customer’s services.
3. Any act relating to the neutralization of security measures.
4. Any engagement in illegal activities.
5. Any engagement in activities that interfere with or disrupt the Fasterize Services or servers or networks connected to the Fasterize Services.
6. An attack on the CLIENT’s servers leading to an overload of non-web traffic.

In the event of such occurrence, FASTERIZE and the CLIENT will work actively to resolve the problem giving rise to this restriction as soon as possible, until they mutually agree in good faith that the incriminated content no longer has an adverse effect on the services.

An unforeseen increase in traffic to the CLIENT’s site(s) cannot be considered an “adverse impact”.

7.5 SUPPORT CONDITIONS

The CUSTOMER can benefit from assistance by email (support) from Monday to Friday from 9 a.m. to 6 p.m. and outside these hours, an on-call service is available (email and telephone).

As soon as the CLIENT’s request is taken into account, FASTERIZE will record it, qualify it and provide the necessary assistance as soon as possible to respond to this request.

7.6 EVOLUTION OF THE SERVICE AND FEATURES

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

Similarly, the CLIENT agrees to accept all updates and developments of the Solution.

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

8. CONDITIONS FOR PROVIDING DEVELOPMENTS

FASTERIZE will regularly keep the CLIENT informed of the availability of Developments to the Solution.

The Evolutions of the Solution will be available transparently to the CLIENT as soon as they are put online by FASTERIZE on the Platform.

The CUSTOMER 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 Quote which will modify the price of the Subscription to the Service.

9. KNOW-HOW

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

It is understood that each of the Parties remains the exclusive owner of the elements comprising its know-how.

10. INTELLECTUAL PROPERTY

FASTERIZE remains the owner of the intellectual property rights relating to the Solution and the Service.

The same applies to brands, patents, names, acronyms, logos, colors, graphics, or other signs that could be used or implemented by FASTERIZE.

The CLIENT is prohibited 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 authorization.

The CLIENT is prohibited from filing any patent on its own behalf or on behalf of a third party, in connection with the know-how and intellectual property rights of FASTERIZE.

11. SCOPE 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 intended solely for its Users.

This right is granted only for the duration of the Subscription.

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

This grant of rights does not entail the transfer of any intellectual property rights to the CLIENT, FASTERIZE retaining full and entire ownership of the Solution and its Functionalities.

12. GUARANTEE OF QUIET ENJOYMENT

FASTERIZE guarantees the CLIENT against any claim 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 respect, FASTERIZE will bear all damages and interest to which the CLIENT may be ordered or liable under the terms of a final court decision or a transaction concluded with the third party author of 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 procedure and/or negotiations with the author of the claim.

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

• either modify all or part of the disputed element in order to avoid infringement,
• either obtain authorization for the CLIENT to continue using it,
• or provide an alternative solution.

The preceding provisions set the limits of FASTERIZE’s liability in matters of counterfeiting resulting from the use of the Solution.

13. CUSTOMER COLLABORATION

The CLIENT undertakes to work closely with FASTERIZE throughout the Subscription.

In this context, the CLIENT undertakes in particular to:

• implement all means available to the CLIENT to collaborate with FASTERIZE,
• communicate the information requested or necessary for the execution of FASTERIZE’s obligations,
• communicate any difficulties to FASTERIZE in order to allow them to be taken into account as quickly as possible, thus participating in the proper execution of FASTERIZE’s obligations,
• ensure the availability, cooperation and training of its staff,
• inform FASTERIZE as soon as possible of any changes likely to have an impact on the conditions of provision of the Service.

14. TERMINATION

In the event of a breach by one of the Parties of its obligations under the Subscription, not remedied within thirty (30) calendar days from the sending of a registered letter with acknowledgment 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 to which the latter may be entitled.

15. CONSEQUENCES OF THE TERMINATION OF CONTRACTUAL RELATIONS

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

• FASTERIZE will interrupt the Service and access to the Solution at the normal deadline or at that set within the notification of the termination of relations, unless otherwise agreed between the Parties,
• The CLIENT will take all necessary steps to inform its Users of the termination of the Service,
• all amounts remaining due to FASTERIZE by the CLIENT on the termination date will be immediately due,
• FASTERIZE will return the Data belonging to the Client which is not already in its possession.

16. FORCE MAJEURE

The liability of each of the Parties may not be sought if the execution of their obligations is delayed or prevented due to a case of force majeure within the meaning of the provisions of Article 1218 of the Civil Code.

This would also apply in the event that FASTERIZE finds itself unable to fulfill its obligations due to illness, resignation or death of its staff.

17. RESPONSIBILITY

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 exclusively attributable to FASTERIZE,
• indirect damages and losses such as commercial losses, loss of orders, any commercial disruption, loss of profits, or damage to brand image, do not give rise to compensation,
• any action taken 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 damage,
• FASTERIZE’s liability is limited, in any event, all claims combined, to the amount of the last subscription installment collected by FASTERIZE.

Furthermore, the CLIENT will be solely responsible for:

• errors or malfunctions that could result from the Data it uses,
• in general, of any consequence linked to the conditions of use and operation of the Service and the Solution by the Users.

The CLIENT acknowledges that, based on the information brought to its attention within the framework of the Contractual Documents, FASTERIZE has fulfilled its obligations of advice and information, in particular with regard to the characteristics and limits of the Service and the Solution.

18. INSURANCE

FASTERIZE acknowledges that it is insured for civil, operational and professional liability in order to cover the financial consequences of material and immaterial damage, whether consequential or not, for which FASTERIZE would be liable, caused by any event which would in particular be the fault of its employees or possible subcontractors in the context of its obligations.

19. CONFIDENTIALITY

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

As such, each Party undertakes to protect the Confidential Information of the other Party with the same diligence that it gives to its own Confidential Information.

20. PROTECTION OF PERSONAL DATA

The Parties’ respective obligations regarding the protection of personal data are defined in the Data Protection Agreement available here  https://www.fasterize.com/en/dpa .

It is expressly stipulated that the CLIENT remains solely responsible for the Personal Data processed within the framework of the use of the Solution, 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 of the Parties remains responsible for processing the personal data of their employees involved in the management and execution of the Contractual Documents.

21. NON-SOLICITATION OF PERSONNEL

Each Party waives, unless otherwise agreed in writing by the other Party, the right 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 request is made by the employee.

This waiver remains valid for a period of twenty-four (24) months from the denunciation or termination for any reason whatsoever of the Subscription.

In the event that one of the Parties does not respect this commitment, it undertakes to compensate the other Party by paying it compensation equal to the gross salary [wages plus social security contributions] received by the employee who was fired during the twenty-four (24) months preceding his departure.

22. WORKFORCE PROTECTION

FASTERIZE complies with legal requirements concerning labor regulations and is solely responsible for the burden and execution of the obligations imposed by social and tax laws in favor of or on behalf of its personnel.

23. COMMERCIAL REFERENCE

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

24. MISCELLANEOUS PROVISIONS

Each Party shall refrain from making any commitment in the name and/or on behalf of the other.

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

The headings being inserted only for convenience, in the event of any difficulty of interpretation between any of the headings appearing at the head of the clauses and the content of any of the clauses, the headings shall be declared non-existent.

The Contractual Documents express the entirety of the Parties’ obligations with respect to its subject matter. No general or specific conditions contained 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 authorized representatives of each of the Parties.

If any of the provisions of the General Conditions were to be found to be null and void under a rule of law in force or a final court decision, it would then be deemed unwritten, without thereby rendering the General Conditions null and void or altering the validity of its other provisions.

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

The Parties elect domicile at their registered office indicated at the top of this document.

25. CONTRACTUAL DOCUMENTS

The relations between the Parties are governed by the General Conditions as well as by the following other Contractual Documents:

• The Quote(s) signed in execution of the General Conditions,
• Description of the Solutions and their Features – https://www.fasterize.com/en/features
• SLAs –  https://www.fasterize.com/en/sla/
• Personal Data Protection Agreement –  ​​https://www.fasterize.com/en/dpa/

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

The Contractual Documents constitute the entire agreement between the Parties.

Thus, it is expressly agreed between the Parties that any general conditions of the CLIENT 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 cancel and replace any communication, oral or written, between the Parties prior to the signing of the Estimate.

26. PRIOR CONCILIATION

In the event of a dispute arising between them concerning the interpretation or execution of the Contractual Documents, and except in cases of non-compliance with settlement deadlines, the Parties will endeavour to find an amicable solution to their dispute as soon as possible.

For this purpose, as soon as a Party identifies a dispute with the other Party, it may request the convening of a meeting in order to discuss the settlement of the issue which is the subject of the dispute.

This summons will be made 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 acknowledgment of receipt.

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

27. LAW AND JURISDICTION

The Contractual Documents are governed by French law.

IN THE EVENT OF A DISPUTE AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, EXPRESS JURISDICTION IS ATTRIBUTED TO THE COURTS OF PARIS, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CALLS, EVEN FOR EMERGENCY PROCEDURES OR CONSERVATORY PROCEDURES, IN SUMMARY PROCEEDINGS OR ON REQUEST.